Advising Bain Capital Private Equity, a leading global private investment firm, in the acquisition from Sealed Air Corporation (NYSE:SEE) of its Diversey Care division and the food hygiene and cleaning business within its Food Care division, for approximately USD 3.2 billion. Our Bucharest office provided assistance in relation to the local target, New Diversey Romania SRL.

Name of the team coordinator: Ileana Glodeanu, Partner

Completion date: September 2017

Advising Energizer Holdings Inc., one of the world's largest manufacturers of primary batteries and portable lighting products, on the USD 2 billion acquisition from Spectrum Brands Unit of its global battery and portable lightning business. We assisted the client in 9 jurisdictions (Austria, Bulgaria, Czech Republic, Croatia, Romania, Slovakia, Slovenia, Hungary, Ukraine) on the buy side, with regard to a complex due diligence exercise and M&A aspects of the transaction.

Name of the team coordinator: Ileana Glodeanu, Partner

Completion date: Ongoing

Advising Theramex HQ UK Limited (formerly IWH UK Midco 2 Limited), formed by CVC Capital Partners in its USD 703 million acquisition of selected assets dedicated to women's health from Teva Pharmaceutical Industries Ltd.

Name of the team coordinator: Ileana Glodeanu, Partner

Completion date: January 2018

Assisting CTDI GmbH, a global services company specialised in planning, configuring, modernizing, maintaining and de-building customer technology and networks, on transactional advice and red flag legal due diligence of Regenersis (Bucharest) SRL upon the transfer of the EMEA related business activity from CTDI USA to CTDI EU.

Name of the team coordinator: Ileana Glodeanu, Partner

Completion date: October 2017

Representing DexKo, majority owned by funds managed by The Sterling Group and which was formed in 2015 by combining Dexter Axle and Al-Ko Vehicle Technology (a deal on which Wolf Theiss advised Dexter at the time in relation to Austria, Croatia, Poland and Romania) in the disposal of its business in these same countries to a third party purchaser. 

Name of the team coordinator: Bryan W. Jardine, Partner

Completion date: July 2017

Assisting the Romanian entrepreneurs Dorel Cristinel Becheanu and Adina Maria Becheanu, shareholders of the pharmacy chain ARTA (which includes York Farm, Iezer Farm, Panpharma Med and Fastpharm) in the sale of the pharmacies to Penta Investments. The acquisition marked the entry of private equity house Penta, through their portfolio pharmacy group Dr Max, on the Romanian market.

Name of the team coordinator: Ileana Glodeanu, Partner

Completion date: May 2017

Revetas Capital Fund II and an affiliate of Cerberus Capital Management, L.P. acquired a leading hotel complex with approximately 86,000 sqm of gross leasable area in Bucharest, Romania. The complex includes two hotel facilities, the Radisson Blu and Park Inn Hotels, as well as approximately 7,500 sqm of prime retail space. In addition to providing M&A assistance and real estate due diligence, Wolf Theiss assisted the purchasers in relation to financing and refinancing of the acquiring and the acquired companies' debt. This was the largest real estate transaction in Romania in 2017. The transaction was named 'Investment Deal of the Year' at the 13th SEE Real Estate Awards.

Name of the team coordinator: Claudia Chiper, Partner (on the financing aspects)

Completion date: November 2017

Advising Raiffeisen Bank International AG in relation to the granting of an approx. EUR 75 million facility to one of the largest Romanian real estate developers for the purposes of refurbishing and constructing 19 office buildings in Bucharest, Romania.

Wolf Theiss provided advice in relation to the security package structure as well as the intricate issues and mitigates related to the title over the mortgaged properties.

Name of the team coordinator: Claudia Chiper, Partner

Other relevant information: Jurisdictions involved were Austria and Romania.

Completion date: November 2017

Advising a Warsaw based investment company, Credit Value Investments, regarding an issuance of bonds under Romanian law. The issuer was one of the largest Romanian poultry producer in Romania, Aaylex, holding the brand Coco Rico, which sells about 72% of its production to Bulgaria, Czech Republic, Cyprus, France, Germany, Greece, Macedonia, UK, Netherlands and Slovakia. The proceeds on the issuance of bonds are used for the development of production facilities. 

Name of the team coordinator: Claudia Chiper, Partner

Other relevant information: The transaction is the second private placement made by Credit Value Investments in Romania and one of its kind on the Romanian market considering that it poses legal issues due to its lack of regulation as well as to the structure and belts and suspenders envisaged by the investor.

Deal value is EUR 25 million.

Completion date: May 2018

Wolf Theiss advised Erste Group Bank AG in relation to the granting of approx. EUR 30 million credit facilities to a Romanian borrower for the purpose of financing a class A light industrial/logistic project located in Timis County, Romania. We advised in relation to the due diligence process as well as the structuring, drafting and negotiation of the finance documents.

Name of the team coordinator: Claudia Chiper, Partner

Completion date: January 2018

Wolf Theiss advised B2Kapital in relation to the purchase of the non-performing loan portfolio including mortgage-backed loans granted to corporate and retail clients by a banking institution in Romania. We analyzed and advised on the largest corporate and private individual exposures and worked together with the B2Kapital team in setting up the restructuring strategy considering the status of enforcement and insolvency against each debtor as well as the remaining available legal options. Wolf Theiss also supported the B2Kapital team in relation to the negotiation and closing of the sale and purchase agreement as well as the transfer of the relevant receivables.

Name of the team coordinator: Claudia Chiper, Partner

Completion date: April 2018

Assisting JSC Dravus Investment a.s. with the analysis and preparation of a potential case against the Romanian State in connection with the losses incurred as a result of the Romanian State amending the renewable energy support scheme. The claim is expected to be initiated in the course of 2018. The case is in advanced evaluation of an arbitration funder.

Name of the team coordinator: Ciprian Glodeanu, Partner

Other relevant information: deal value is EUR 450 million

Completion date: Ongoing

Advising General Electric Power Services Romania S.A. on the registration, sale and leaseback of its generator and turbine manufacturing facility in Bucharest from General Turbo SA. This was the second phase of the transaction upon which Wolf Theiss previously advised GE Albany Global Holdings BV (in the first phase) in relation to the acquisition of a 49% minority stake in Alstom General Turbo SA from the exiting minority shareholder General Turbo SA (which first phase closed in March 2017). This second phase of the transaction (which closed in March 2018) involved the drafting and negotiation of a number of inter-related transaction documents.

Name of the team coordinator: Bryan W. Jardine, Partner

Completion date: March 2018

Wolf Theiss assisted the European Investment Bank (EIB) in relation to the financing, via two tranches amounting to EUR 100 million, granted to Societatea Națională de Transport Gaze Naturale "Transgaz" S.A. to finance the construction of the Romanian section of the gas pipeline from Bulgaria to Austria via Romania and Hungary (BRUA). The BRUA corridor, estimated to cost over EUR 500 million, is a strategic project aimed at increasing security of gas supply and to reduce energy dependence by making it possible to diversify gas supply routes and sources. This operation is backed by the European Fund for Strategic Investments (EFSI) under the Investment Plan for Europe (IPE).

Name of the team coordinator: Claudia Chiper, Partner

Completion date: November 2017

Successfully representing Wind 30 APS and Wind 31 APS, affiliates of VESTAS Group, in first instance and in appeal before the Bucharest Tribunal and the Court of Appeal in relation to a EUR 0.2. million claim arising from an alleged breach of obligations of our clients under a share purchase agreement entered into with a former shareholder. 

Name of the team coordinator: Ligia Cecilia Popescu, Partner

Completion date: Ongoing

Assisted ContourGlobal, a growth platform for acquiring and developing wholesale power generation, in the acquisition of a 7 MW photovoltaic project in Romania from Quadrivio Capital. The seller is one of the largest private equity funds in Italy, recently taken over by Green Arrow Capital. Wolf Theiss assisted ContourGlobal in all stages of the acquisition process, from the performance of the due diligence investigation of the photovoltaic project in Romania, to assistance of the Italian counsel in negotiations of the sale purchase agreement and the ancillary transactional documentation, to preparation of the necessary closing formalities, and ultimately to the successful acquisition of the photovoltaic project. 

Name of the team coordinator: Ciprian Glodeanu, Partner

Other relevant information: This transaction was part of the acquisition of a cross border portfolio of Quadrivio Capital, involving photovoltaic projects in Italy and Romania, in an over EUR 7 million deal.

Completion date: June 2018

Assisting NHR Agropartners in an antitrust investigation carried out by the Romanian Competition Council regarding an alleged anticompetitive agreement entered into by entities active on the market for agricultural machinery. The assistance provided so far concerned assisting the client during the particularly complex forensic procedure carried out at the Competition Council HQ.

Name of the team coordinator: Adrian Șter

Completion date: Ongoing

Advising Ista Romania, a leading Romanian company active in the provision of heat allocation meters and ancillary services, in relation to the on-going Romanian Competition Council investigation concerning the market for the sale of heat allocation meters and the market for ancillary services. The investigation concerns a possible market-sharing cartel between three market players, which are assumed to have agreed to concerted agreements and practices.

Name of the team coordinator: Adrian Șter

Completion date: January 2018

Assisting a well-known company in the Petrochemical industry by carrying out an internal investigation into a potential exchange of commercially sensitive information. The investigation, initiated by an internal whistle-blower, member of the Ethics team, consisted of in-depth interviews with the relevant employees, forensic examination of emails and drafting of a findings report containing recommendations regarding risk mitigation.

Name of the team coordinator: Adrian Șter

Completion date: Ongoing

Providing competition law assistance in relation to day to day activities of Henkel Romania, one of the main FMCG producers, including analyses regarding the competition compliance of its discount policy and its distribution agreements. Our work also includes the implementation of an extensive competition compliance program.

Name of the team coordinator: Adrian Șter

Completion date: Ongoing

Assisting an important commercial bank based in Romania by carrying out an analysis of its internal syndication procedure aimed at identifying the specific aspects which could raise competition law concerns, recommending potential ways to mitigate the respective risks in order to ensure full compliance, as well as actually implementing these recommendations in the internal procedure.

Name of the team coordinator: Adrian Șter

Completion date: Ongoing

Wolf Theiss has advised Revetas Capital Fund II and an affiliate of Cerberus Capital Management, L.P. on their acquisition of a leading hotel complex with approximately 86,000 sqm of gross leasable area in Bucharest, Romania. The complex includes two hotel facilities, the Radisson Blu and Park Inn Hotels, as well as approximately 7,500 sqm of prime retail space. In addition to providing M&A assistance and real estate due diligence, Wolf Theiss assisted the purchasers in relation to financing and refinancing of the acquiring and the acquired companies' debt.

Name of the team coordinator: Ciprian Glodeanu (Partner) on real estate assistance

Other relevant information: Deal value is EUR 170 million.

Jurisdictions involved were Romania, The Netherlands and Israel.

Completion date: December 2017

Assisting Peek & Cloppenburg S.R.L. with the negotiations of three lease agreements for retail spaces in Iulius Shopping Malls in Timisoara, Cluj, and Iasi. Negotiations took place in Bucharest, Iasi, Dusseldorf and Vienna. The leased spaces shall be delivered turnkey by the landlord in strict compliance with the technical requirements of Peek&Cloppenburg. 

Name of the team coordinator: Ciprian Glodeanu, Partner

Other relevant information: Deal value is EUR 20 million

We further assisted the client with drafting and negotiating lease agreements for other logistic and commercial spaces in Romania.

Completion date: June 2018

Assisting BANCA COMERCIALA ROMANA SA in relation to a EUR 40 million loan to Elgan Offices SRL, part of the Globalworth group, one of the largest real estate investors in Romania, for the purposes of financing a class A office building and a design centre located in Bucharest, Romania. The finance consists of an investment loan (financing part of the Project costs plus a top-up loan at development completion) and a VAT facility. The development is custom-made and was pre-leased by Renault group.

Name of the team coordinator: Bryan W. Jardine, Partner

Completion date: Ongoing

Wolf Theiss advised Erste Group Bank AG in relation to the granting of approx. EUR 30 million credit facilities to a Romanian borrower for the purpose of financing a class A light industrial/logistic project located in Timis County, Romania. Wolf Theiss advised in relation to the due diligence process as well as the structuring, drafting and negotiation of the finance documents.

Name of the team coordinator: Claudia Chiper, Partner

Completion date: January 2018

Advising Topmost Investments, a Cyprus-based real estate company, to acquire EEC Invest Imobiliare, a Romanian real estate company, for EUR 17 mil. EEC developed and fully let one of the most appealing office buildings in the centre of Bucharest, Polona 68 Business Center project, with a total area of 9,600 sqm. We conducted the legal DD, and also supervised the fiscal and technical DD. Further, we negotiated the SPA for the acquisition of EEC. Our team also negotiated a title insurance policy for this property. 

Name of the team coordinator: Ciprian Glodeanu, Partner

Completion date: March 2017

Advising an Investment Fund on a currently on-going claim initiated by the client against seven construction companies and construction material producers after finding hidden defects in one of the most prominent office buildings in Bucharest following a fire event.

The complex litigation, in which the client acts as claimant, has been on-going for the past three years and is estimated to continue for at least two more years until the decision of the Bucharest Tribunal is issued

Advising an Oil & Gas company on two initiated cases to challenge certain decisions issued by Romanian fiscal authorities regarding VAT reimbursement, the payment of tax on profit and the deductible and non-deductible expenses of the company following a dawn raid by the fiscal authorities.

Advising a food production company in forty cases initiated by the client against commercial partners in relation to derivatives on crops (forward contracts). The opponents refused to supply under these contracts on force majeure grounds (draught affecting crops).

Advising a company activating in the energy field on two contentious administrative claims that are on-going before the High Court of Cassation and Justice and the Court of Appeals respectively. They refer to the cancellation of two unlawful decisions by the Romanian customs authority, who rejected applications by the client requesting restitution of undue customs duties incurred by error. The case's complexity arises from the lack of relevant domestic case law and the lack of clarity of EU case law concerning the interpretation of rights of restitution of undue customs duties under the European Customs Code.

Advising French hypermarket chain offering home improvement and do-it-yourself goods on the investigation carried out in the retail industry by the Competition Council in relation to more than 20 undertakings.

Specialist lawyer: Ligia Popescu; 

Successfully representing a Saudi Arabian Investment Fund, in first instance before the Bucharest Tribunal in a dispute initiated by the Romanian State in relation to the privatization of one of the largest industrial players in the field of electric equipment. Our assistance included preliminary settlement negotiations with the Romanian State, where we managed to obtain a reduction of the settlement from EUR 300 million to EUR 180 million and, finally, the claim was dismissed.

Name of the team coordinator: Ligia Cecilia Popescu, Partner

Completion date: The case is still ongoing as it is expected that the State will use all available appeals.

Successfully representing in first instance before the Bucharest Tribunal nine major Hollywood production studios, financiers and script writers in a litigation initiated by a Romanian writer in relation to an alleged copyright infringement claim. The court ultimately ruled in favour of our clients, dismissing in full the claim of the Romanian writer.

Name of the team coordinator: Ligia Cecilia Popescu, Partner

Other relevant information: The case was challenging for lawyers and experts alike due to the difficulty of obtaining cross border evidence and interpretation of such evidence as well as the technical aspects of film making and financing in the Hollywood movie industry. 

Completion date: We are currently waiting for the drafted judgement to be issued by the first instance and communicated to us and we expect that the case will continue in appeal. 

Assisting FUNDATIA CONSERVATION CARPATHIA (FCC), a leading international NGO, before the Tribunal of Brasov and the Court of Brezoi in two libel claims submitted by the Association of Romanian forest owners Nostra Silva against our client. The claims were in relation to alleged reputational harm caused to NS by our client from inaccurate presentation of activity by FCC on the website of NS. 

Name of the team coordinator: Ligia Cecilia Popescu, Partner

Other relevant information: The cases refer to sensitive aspects such as the deontological obligations of the media and legal regime of defamation through press.

Completion date: August 2018

Successfully advising a financial services company, in arbitration and court procedures with respect to the initiation of proceedings for the recovery of their receivables against three Romanian insurance companies. Furthermore, we also ran an analysis of the available recovery procedures in case one of these insurance companies would enter into insolvency.

Name of the team coordinator: Ligia Cecilia Popescu, Partner

Other relevant information: We also note that following the steps we have taken in these proceedings the client recovered in full its receivables against 2 of the three insurance companies. The insolvency procedure of one of the insurance companies is still ongoing. 

Completion date: Ongoing

Representing an unsecured creditor in the insolvency of a major cable and wire manufacturer for a claim in excess of EUR 4 million. The object of the assistance includes the representation in all actions related to the insolvency procedure conducted in front of Romanian courts of law but also legal assistance regarding the continuation of business relationship with the client during such insolvency procedure.

Completion date: Ongoing

Wolf Theiss successfully assisted and represented INTERNATIONAL AUTOMOTIVE COMPONENTS GROUP before the Craiova Court of Appeal in obtaining the stay of the enforcement procedure of five (5) tax decisions issued by the Romanian tax authorities in 2017 and 2018. The client has been subject to numerous tax investigations due to certain amounts received as compensations from a business partner and also due to the business mechanism that is implemented between the Romanian company and its mother company. 

Name of the team coordinator: Ligia Cecilia Popescu, Partner

Completion date: The rulings in favour of our client are now challenged by an appeal that will be resolved by the High Court of Cassation and Justice. The challenges initiated by the client against all these tax decisions are still undergoing administrative review and we expect that these will be finally settled in front of the specialized courts of law. The challenges and the applications to stay the enforcement procedures engendered very complex legal issues related to the application of the VAT regime to the contracts concluded between the Romanian company and its mother company and the understanding of the business mechanism implanted by such contracts.

Successfully represented in arbitration and court procedures, in all degrees of jurisdiction, a consortium composed of an Irish and a German company engaged in the performance of a public procurement contract for infrastructure. The claim initiated against our clients was in regard to alleged breach of contractual obligations and the recovery of certain amounts allegedly owed by the consortium.

Name of the team coordinator: Ligia Cecilia Popescu, Partner

Other relevant information: Although the arbitral tribunal first decided to rule in favour of the contracting authority, Wolf Theiss managed to reverse this decision in court and obtain a favourable decision for the client through an annulment claim resolved by the Bucharest Court of Appeal.

Completion date: June 2018

Successfully defended Northstone (NI) Limited in first instance and appeal before the Tribunal and Court of Appeals in a complex claim exceeding EUR 2,7 mil. filed by its Romanian partner under a joint-venture procurement agreement. The claim referred to material damages for an alleged failure to perform management services under the joint-venture as well as moral damages for alleged reputational damages incurred by the Romanian partner due to the filing by our client of an insolvency claim.

Name of the team coordinator: Ligia Cecilia Popescu, Partner

Completion date: Ongoing

Legal assistance and advice to FCC Environment România SRL in relation to public procedures initiated by Arad County and Neamt County authorities with the purpose of awarding to private businesses the performance of public sanitation and waste management services through concession contracts. Such concession contracts imply a transfer of the risks related to the performance of such services from the public authorities to a private entity. We are currently assisting the client with regard to the preparation of tender documents, advice regarding interpretation of certain provisions of the tender documentation, drafting requests for clarifications and potential initiation of various challenges against the documents issued in these public procurement procedures.

Name of the team coordinator: Ligia Cecilia Popescu, Partner

Completion date: Ongoing

The firm successfully defended L3 COMMUNICATIONS – UK Ltd in a public procurement dispute initiated by the National Airport Company (CNAB) for the payment of approx. EUR 330,000 as delay penalties following an alleged breach of a procurement agreement for the provision of airport equipment consisting of a delayed upgrade of airport security scanners. Although the first instance court ruled in favour of CNAB, the decision has been reversed irrevocably in appeal in favour of our client.

Name of the team coordinator: Ligia Cecilia Popescu, Partner

Completion date: July 2018

Assisting TROTUSTEX S.R.L., part of ALFREDO GRASSI SpA GROUP, the Romanian subsidiary of a leading supplier of customized uniforms and clothing for military, law enforcement and fire protection units in relation to all aspects arising from their participation in public procurement procedures conducted by the Romanian authorities with the purpose of products acquisition. We have successfully assisted and represented the client in two (2) procurement claims submitted against decisions issued within public procurement procedures whereby the client was not awarded the contracts.

Name of the team coordinator: Ligia Cecilia Popescu, Partner

Other relevant information: value is EUR 2 million

Completion date: Ongoing