The Deal: On April 25, 2018, CEE Legal Matters reported that Clifford Chance had advised Czech Media Invest on its acquisition of Lagardere’s sale of its radio businesses in the Czech Republic, Slovakia, and Romania. Herbert Smith Freehills and Wolf Theiss advised Lagardere on the deal.
Czech Media Invest is 50% owned by Czech investor Daniel Kretinsky – who also owns the EPH energy group – and 50% owned by Patrik Tkac and Roman Korbacka.
We spoke to Clifford Chance Prague Managing Partner Alex Cook about his team’s work on the deal.
CEELM: How did you and Clifford Chance originally become involved with Czech Media Invest in this matter?
A.C.: It was a pitch process. We know EPH well, have done a lot of their financing work, though less of their corporate work. The pitch came from one of our former finance colleagues who moved to EPH a year or two ago – I forget exactly when. We were approached with the RFP in November 2017 and instructed in February this year.
CEELM: At what stage in the process were you brought on board, and what, exactly, was Clifford Chance’s initial mandate?
A.C.: EPH tends to be quite hands on – they have a strong internal team – so our original remit was subsequently reformulated to DD support in Poland and Romania and SPA support on French law issues through our colleagues at CC Paris.
CEELM: Who were the members of your team, and what were their individual responsibilities?
A.C.: Stanislav Holec in Prague acted as overall coordinator and interface with the client. Additional team members included Partner Laurent Schoenstein and Counsel Xavier Petet in Paris (French law SPA); Counsel Krzysztof Hajdamowicz and Associates Zuzanna Potoczna and Aleksandra Wlaszczuk in Warsaw (Polish DD, merger filing); and Counsel Mihai Macelaru and Associates Radu Costin and Claudia Grosu in Bucharest (Romanian DD)
CEELM: How was the transaction structured, and how did you help it get there?
A.C.: Czech Media Invest acquired certain affiliates of Lagadere Active Radio International SAS. The structuring of the transaction was done primarily by EPH internally.
CEELM: How long did the process take, overall?
A.C.: It was a relatively quick process, certainly as far as our involvement was concerned. The deal was signed in April, only two months after we were instructed – although clearly commercial discussions had been ongoing for longer.
CEELM: What would you describe as the most challenging or frustrating part of the process?
A.C.: Nothing really – frustrating that the client did a lot of the work themselves!
CEELM: Was there any part of the process that was unusually or unexpectedly smooth?
A.C.: It was smooth from the point of view of being quick – a focused, commercially driven transaction.
CEELM: Did the final result match your initial mandate, or did it change/transform somehow from what was initially anticipated?
A.C.: See above – our scope of work reduced as the client team did more of the work.
CEELM: What specific individuals at Czech Media Invest directed you, and how would you describe your working relationship with them?
A.C.: Although the client did a lot of the work themselves we developed an excellent relationship (and have since been instructed on a larger deal where our involvement will inevitably be greater). The deal was primarily done over the phone as far as our role was concerned; the client did much/most of the negotiating and transaction document drafting themselves.The client was pleased about our responsiveness, particularly close to signing when our team was always available at short notice.
CEELM: How would you describe the significance of the deal in the Czech Republic, Poland, and the region?
A.C.: Quite limited, to be honest.
This Article was originally published in Issue 5.6 of the CEE Legal Matters Magazine. If you would like to receive a hard copy of the magazine, you can subscribe here.