Our South Eastern Europe Capabilities

Our South Eastern Europe capabilities

2016

allenovery.com 2 Our South Eastern Europe capabilities | 2016

Who we are

Allen & Overy is a leading global legal practice, with 44 offices in 31 countries. We offer a full-service legal capability for both international and local organisations through our team of over 525 partners and 5,000 lawyers. We meet the evolving needs of our clients as their businesses grow, both in established and in emerging markets. We continue to invest in our practices and our network to ensure that we remain at the forefront of legal advice and market developments. Our dedicated SEE Desk

We offer our global services to clients interested in South Eastern Thanks to our close relationships with a number of local law Europe (SEE), where we regularly advise on corporate, banking firms, we offer a strong track record in multi-jurisdictional and finance, capital markets transactions and infastructure and transactions as well as an insider’s perspective of local markets. energy projects. By working in this way we provide clients with legal services of the highest quality tailored to their needs. Our dedicated South Eastern Europe Desk advises clients in Albania, Bosnia and Herzegovina, Bulgaria, Croatia, Kosovo, Through careful coordination with lawyers on the ground and Macedonia, Moldova, Montenegro, Romania, Serbia and Slovenia across the group, we execute large cross-border projects and (Romania is also part of our CEE practice). The group is made successfully complete strategically important deals, often in up of partners and associates from our international offices challenging circumstances and jurisdictions. whose specialist knowledge and expertise in SEE covers domestic clients as well as foreign investors in the region.

countries covered Albania Croatia Bosnia and Herzegovina Bulgaria Kosovo Macedonia Moldova Montenegro Romania Serbia  Slovenia

What we offer

Global and regional expertise A dedicated SEE Desk We offer a combination of global and regional We have a dedicated SEE Desk comprising lawyers expertise with top lawyers from our CEE offices with extensive experience in advising clients and regularly working in the region. foreign investors in SEE on a range of different projects in various sectors.

Relationship contacts InternationalClear and transaction We have established close relationships with leading managementpractical advice skills local firms to provide detailed local knowledge and We have proven skills in managing cross-border, expertise to clients active in SEE. We offer our views and suggestions on business multi-jurisdictionalissues, as well as purely matters legal and issues, ensure to provide a coordinated, the consistentbest value forlegal our service clients. and high quality delivery.

Clear and practical advice A strong track record We offer our views and suggestions on business We offer our views and suggestions on business issues, as well as purely legal issues, to provide the issues, as well as purely legal issues, to provide the best value for our clients. best value for our clients.

allenovery.com 4 Our South Eastern Europe capabilities | 2016 Deal highlights

Projects/Project finance

IFC, OPIC and UniCredit Devoll Hydropower SHA EBRD Bank Austria a joint venture between Statkraft and on the financing of public transport on a project financing for the EVN, on the Devoll River hydropower system modernisation for City of Arad 60.4MWp “Karadzhalavo” photovoltaic project in Albania. in Romania. solar project in Bulgaria, sponsored by SunEdison. Longbridge UniCredit Bank Austria AG on a solar project in Romania. on a bridge facility for the financing of the Caja Madrid, Intesa SanPaolo, Karadzhalovo solar project in Bulgaria. UniCredit Bank Austria, Société UniCredit and Banca IMI Générale and The Bank of IFC and OPIC Tokyo-Mitsubishi on the financing of a solar project in Romania developed by Samsung. on the long-term financing of the on a EUR110m EIB guarantee facility Karadzhalovo solar project in Bulgaria. for Termoelektrarna Šoštanj, the EBRD Slovenian state-owned power generation on the financing and development of UniCredit Bank Austria AG company, for the construction of a the Sarichioi and Vutcani wind farms, on the financing of the Moncada 600MW state-of-the-art coal-fired unit developed by EDPR in Romania. El Bau solar project in Bulgaria. (known as Unit 6) at Šoštanj Thermal Power Plant in Slovenia. EBRD and IFC ICS “Green Energy on the financing and development of International Company” SRL EBRD the Cernavoda wind farm, developed on the development of a wind farm on a EUR30m financing for Citygas by EDPR in Romania. in Moldova. Bulgaria to develop and operate the gas distribution network in the Bulgarian EBRD and IFC EBRD and KfW IPEX-Bank region of Trakia. on the financing and development of the on the financing of the construction Pestera wind farm, developed by EDPR and development of the 72MW Krnovo UniCredit Bank Austria and UniCredit Bulbank in Romania. wind farm in Montenegro sponsored by Akuo Energy. in relation to a EUR29m financing EBRD of the 16MW photovoltaic “ELBAU” on the financing of combined heat and IFC solar project in Bulgaria, sponsored power generation and energy efficiency on financing for the 42MW Alibunar by the Moncada Energy Group. and lighting services for Energobit wind farm project in Serbia. Esco S.A. in Romania. The lender EBRD on the refinancing and expansion of EBRD on the co-financing of water and the 145km Istrian toll motorway under on the co-financing of water and wastewater infrastructure rehabilitation a 20-year design, build, finance and wastewater investments and and extension works for Apa Canal 2000 operate concession in the Istrian rehabilitation works for: S.A. in Romania. Peninsula, Croatia. – Compania Regionala de Apa Bacau S.A. EBRD, Erste Group Bank, Standard Bank Plc – Vital S.A. Banca Comerciala Romana (BCR) as arranger of a EUR70m financing for and Eksport Kredit Fonden (EKF) – S.C. Apa Canal S.A. TAV Macedonia (a subsidiary of TAV in connection with the EUR200m Havalimanlari Holding A.S.) as holder of – S.C. Apaserv Satu Mare S.A. financing extended to Crucea Wind Farm the concession for the Skopje, Ohrid – S.C. Compania Aquaserv S.A. SA, the Romanian subsidiary of STEAG and Shtip Airports.AES. – Compania de Apa GmbH, a leading German power Targoviste-Dambovita S.A. producer, to finance the construction Corporation and development of the 108MW Crucea – Aquabis S.A. on the development and financing of the North wind farm located on the EUR1.2bn Maritza East 1 600MW lignite Romanian Black Sea coast. power station project in Bulgaria.

Mergers and Acquisitions

Eni Centrul Medical Unirea News Corporation an Italian multinational oil and gas (the healthcare services provider on the sale of bTV, its Bulgarian company, on the sale of its downstream “Regina Maria”) on the acquisition of terrestrial TV business, to Central assets (including the Agip branded petrol Ponderas Hospital. European Media Enterprises, the stations) in the C&SEE region to MOL. leading broadcaster in Central and Enterprise Investors Eastern Europe. Enel on the acquisition of “Noriel” group, the on the proposed disposal of its electricity largest toys and games retailer in Romania. Heineken International distribution and supply businesses on the acquisition of Karlovacka 3TS Capital Partners in Romania. Pivovara, the Croatian brewer. on its acquisitions of Simartis Telecom, Advent International 123 Contact Form, Green Horse Games, EFG Eurobank Ergasias SA Corporation Vector Watch, Internet Corp, Universal on the acquisition of a 49.05% interest on the sale by it and by the Enayati Online Promotions (Elefant.ro), in Nacionalna Stedionica-Banka AD, Family (the original founders of the Intelligent IT, Marketizator Friends. Beograd (The National Savings Bank, business) of Centrul Medical Unirea Belgrade) from individual shareholders in OTP Banka Hrvatska (the healthcare services provider connection with a Serbian law public “Regina Maria”) to Mid Europa Partners. on the acquisition of a 98.4% stake of takeover offer with a total cash offer Italy-based Banco Popolare’s branches in value of EUR70.9m. Facebook Croatia, which included a mandatory on the acquisition of the LiveRail group, takeover offer and numerous merger News Corporation a video advertising business created by filings throughout the region. on the sale of its interests in FOX a Romanian entrepreneur, with a Televizija, a Serbian terrestrial TV A bidder presence in New York, UK channel, to the Greek broadcasting and Romania. on the proposed acquisition of group Antenna Group S.A. Telekom Srbija. CA Immobilien Anlagen A sovereign wealth fund A bidder on the sale of its logistics portfolio on its proposed acquisition of a 50% in Romania and Poland to on its progression to the very final stages stake in Viator and Vektor Logistics in PointPark Properties. of the proposed acquisition of the Bosnia and Herzegovina, Croatia, Czech StarBev beverages group from CVC, Republic, Macedonia, Romania, Slovenia RBS Bank Romania one of the largest M&A deals in CEE, and Serbia. on several transactions namely (i) the sale covering nine countries. of its retail good book to UniCredit MTG Studios AIG Capital Partners Tiriac Bank; (ii) the sale of its retail NPLs on the acquisition of a 53% stake in to a private equity fund; and (iii) the sale on its acquisition of a majority stake leading production group Paprika Latino of its corporate good book and NPLs in Bulgarian Telecommunications in Romania, Hungary, Slovakia, Serbia, to UniCredit Tiriac Bank. Company AD. Bulgaria, Slovenia and Costa Rica.

Banco Comercial Português MTG AB A bidder the largest bank in Portugal, on the sale on the EUR620m acquisition of the on the proposed acquisition of two of Millennium Bank to OTP Bank. Bulgarian Nova Televizia group of Serbian dairy companies – Subotica companies, as well as the merger of its and Imlek. Resource Partners Bulgarian and Macedonian operations. on the acquisition of 71% in World Class Romania, as well as on the further complete buyout of minority shareholders in the same company.

allenovery.com 6 Our South Eastern Europe capabilities | 2016

Banking/Finance

IFC Erste Group Bank UniCredit and others on a financing for Kurum International as arranger on a EUR100m secured as arrangers on a EUR375m syndicated Sh.A for its acquisition of shares in syndicated financing to Podravka, a financing to a large oil and gas group in Hec Ulza- Shkopet Sh.A and Hec leading SEE group in the foods industry. the South Eastern European region. Bistrica I dhe Bistrica II Sh.A in Albania. Erste Group Bank AG and Banca Agrokor the syndicate of banks Commerciala Romana the Croatian supermarket chain, made up of Banca Comercială Română as arrangers on EUR250m of secured on a EUR75m club loan entered into S.A. as coordinator, ING Bank N.V. syndicated financings for a CEE with BNP Paribas, JP Morgan and Amsterdam – Bucharest Branch, pharmaceuticals group. Zagrebacka Banka. Raiffeisen Bank S.A. and UniCredit Ţiriac ING, Citi and RBS EBRD Bank S.A. in relation to a credit facility in the amount of USD360m granted to on over USD900m of secured on a loan for the financing of a KMG International N.V. for refinancing. financings to a leading Romanian packaging facility in Serbia involving telecommunications group. guarantees of the borrowing entity’s Banca Comerciala Română S.A., Erste Group Bank, Raiffeisen obligations by a Luxembourg BRD – Groupe Société Générale group company. S.A., Erste Group Bank AG Bank International AG, UniCredit and UniCredit Tiriac Bank S.A. Bank Austria. Raiffeisen Zentralbank Österreich AG, The arranger and underwriters as arrangers on a EUR190m secured UniCredit Tiriac Bank SA and in relation to a EUR70m credit facility syndicated financing for a CEE others for Cosmo Bulgaria Mobile EAD.I pharmaceuticals group and related, as arrangers on a EUR500m IFC and EBRD novel, intercreditor arrangements. financing to OMV Petrom. on EUR58.8m debt and equity funding The arrangers ING, Citi and RBS for Titan group’s subsidiary Antea on a privatisation-related acquisition on over USD900m of secured Cement Sh.A., destined to part-finance financing of a Serbian copper financings to a leading Romanian the construction of the cement plant mine business. telecommunications group. in Albania.

Provimi Pet Food on its acquisition financing.

Capital markets

Republic of Croatia – Citigroup, Bulgarian Energy Holding EAD RCS & RDS S.A. Barclays and JP Morgan advised Bulgarian Energy Holding, advised J.P. Morgan in relation to the as lead managers on an issue of a state-owned entity, on its debut issue issuance by Cable Communications USD1.25bn notes under Rule 144A. of EUR500m notes. Systems (CCS) of EUR450m senior secured notes guaranteed by the Abanka Vipa d.d. Republic of Croatia operational company RCS & RDS, on its issue of EUR500m government advised the lead managers on numerous a leading provider of pay TV services guaranteed bond notes. issues by the Republic of Croatia, in core markets Romania and Hungary. Slovenska izvozna in razvojna including issues of EUR1.5bn notes, Nova Ljubljanska banka Ljubljana – Deutsche Bank, and EURl.25bn notes. banka d.d. Ljubljana HSBC and UniCredit NE Property Cooperatief the lead manager on the issuance of as joint lead managers on a EUR750m the joint lead manager and trustee on EUR300m notes by Nova Ljubljanska issue of government guaranteed notes. a EUR400m Guaranteed notes issue, banka d.d. Ljubljana. Nova Ljubljanska Banka the only corporate issuance out of Bayerische Hypo- und Vereinsbank Romania in 2015. as lead manager on an issue of EUR1.5bn government guaranteed notes, the first notes issue by a Slovenian bank under the Slovenian Government Guarantee Scheme.

Key contacts

Hugh Owen Dan Cocker Victor Padurari Mihai Ristici Partner – Partner – Project finance Partner – Banking Partner - Corporate Head of SEE Desk, M&A Tel +48 22 820 6155 Tel +40 31 405 7783 Tel +40 31 405 7785 Tel +36 1 429 6004 [email protected] [email protected] [email protected] [email protected]

Phil Smith Attila K Csongrady Prokop Verner Cameron Half Partner – ICM Counsel – Counsel - Corporate/M&A Counsel – ECM Tel +44 20 3088 2765 CEE/SEE/CIS Banking Tel +420 222 107 140 Tel +44 20 3088 2320 [email protected] and Finance (Solicitor, [email protected] [email protected] England & Wales) Tel +421 2 5920 2415 [email protected]

“It is one of the strongest players Lucia Raimanová Richard Cohen in the market for geographical Counsel – International Arbitration Senior Associate – ICM Solicitor-Advocate (England & Wales) Tel +44 20 3088 2130 spread and quality of practice.” Tel +421 2 5920 2470 [email protected] [email protected] Chambers Europe 2014 (Central & Eastern Europe)

Very smooth co-operation. The firm has people in all the locations we needed.” Chambers Europe 2014 (Central & Eastern Europe)

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