IFLR 1000
The Guide to the World's Leading Financial Law Firms

White & Case remains in the top tier this year, despite its partners seeing a "dramatic change" in the capital markets across CEE this year. But the firm stayed active, with a number of consent solicitations and corporate restructurings taking the place of more conventional deals.

The firm has eight offices in the region, including its newest venture in Bucharest, which only opened in February 2008. From Bucharest, White & Case advised the majority shareholder in a Romanian company on a multi-jurisdictional corporate restructuring that kept capital markets partners busy with direct share transfers, a cross-border merger and complicated competition considerations.

With support from Prague, the Bucharest office also assisted Generali PPF on its mandatory tender offer for the minority-held shares of Ardaf, a Romanian insurance carrier. This was the largest mandatory tender offer in Romania in the past year.

One of the few bright lights in the Polish capital markets this year came in the form of an IPO by coal miner Lubelski Wegiel Bogdanka. Poland also saw several large rights issues, as companies struggled to raise funds through conventional bank financing.

Also in Warsaw, in a boost to the capital markets practice Marcin Studniarek was made partner, having joined White & Case from Linklaters three years ago. Studniarek's focus is on securities and commercial law, including public share offerings, and public and private debt instruments.

Capital markets work in Moscow was hit hardest, with the effects of the economic downturn being felt later there than in other parts of the region. A tender offer and consent solicitation on the terms of existing 2011 bonds for OAO TMK led to a waiver on the pipe manufacturer's covenants. White & Case represented OAO TMK on the negotiation.

As one client commented: "Both the Prague and Moscow offices are very good; it's hard to single out anyone. No matter who I deal with there it's always a good service."

White & Case has six offices in the CEE region, located in Bratislava, Bucharest, Budapest, Prague, Moscow and Warsaw. Its regional presence was boosted this year with the move of partner Jonathan Weinberg from London to Prague. Jonathan is co-head of the firm's CEE banking and finance practice, and his presence in Prague means that matters that would have previously been referred back to London can now be dealt with locally.

The firm's multi-jurisdictional work this year included acting for Invitel Holdings, the successor to Hungarian Telephone and Cable Corp (HTCC), and its subsidiaries Magyar Telecom and Invitel Zrt, in the corporate restructuring of the Invitel Group and the refinancing of Invitel's €165 million senior credit facilities and Magyar Telecom's €100 million bridge loan, which was used to finance the Memorex acquisition in March 2008.

White & Case was also present on the largest insolvency in the Czech market, and the first to use the country's new insolvency laws. The firm advised a group of international banks, led by Citibank, on the insolvency of a group of glassmaking companies, comprising Bohemia Crystalex Trading, Crystalex, Sklo Bohemia, Sklárny Kavalier, and Sklárny Bohemia.

White & Case's M&A practice is co-managed from both Moscow and Prague by partners Michal Dlouhy and Eric Michailov, to recognise the divide between the CIS and CEE markets, and to ensure that full coverage of the region is achieved.

The firm maintains its excellent reputation in Russia, representing both MDM Bank and Ursa Bank on their merger in 2009, which will see the new entity become one of the top ten largest in the country. Also in Russia, White & Case represented Russian savings bank Sberbank on the much-publicised acquisition of Opel, General Motors European operation. Sberbank was a brand new client for White & Case, and the transaction has involved lawyers from the firm's Moscow and Warsaw offices working alongside partners in London, Frankfurt, Brussels and New York.

Robert Irving in the Budapest office won particular praise from his peers, who cited him as an "excellent private-equity lawyer who contributes to a good M&A practice". This year, Robert worked on the first large leverage buyout to close since the collapse of Lehman Brothers. White & Case represented Euromedic International, a medical diagnostics and dialysis group based in Hungary, on the auction sale of the company to a private-equity consortium.

Elsewhere, the firm advised on the first large-scale cross-border merger of a company based in the Slovak Republic, worth over €150 million. From Bratislava, White & Case represented Citibank's local operations in connection with its transformation into a branch of a foreign bank by merging with Citibank's Irish subsidiary.

As most project finance deals in CEE are ultimately governed by UK law, White & Case has focused recently on building up its local presence of English law partners to add to its regional expertise.

The standout deal for White & Case's CEE project finance practice this year has also been the firm's work on the Nordstream Baltic pipeline, which runs from Russia to Germany through the Baltic Sea and the exclusive economic zones of Russia, Finland, Sweden, Denmark and Germany. White & Case advised the project company on this deal, on which total investment reached €7.4 billion.

The financing stood out due to the involvement of the Czech Export Bank, bringing further cross border considerations into the mix. Historically, the new ascension states have not got this close to Russia, so the transaction is significant both economically and politically.

One client who worked with the CEE team over the past year was full of praise, calling the partners "very committed" and "critical to the deal". White & Case was also commended for its negotiation skills across the region.

As its preferred advisor, White & Case also advised the Czech Export Bank on another Russian financing, to Kurganskaja TEC for the construction of a gas-fired power plant, and also on a Slovak deal, where the Bank provided export financing to Star Power Producing, a Russian power-supplying and power-distributing enterprise.

And there's no shortage of inbound work too, with White & Case involved in helping the China Development Bank on potential investments across the region.

"They are very active – good promoters. They are doing larger deals than the others," says one peer about White & Case's capital markets team. "They do really well, they stand out." And given the current impasse in the market it is almost impossible for anyone to challenge them this year.

Part of the reason for the firm's status is the talent in its ranks. Michal Dlouhy "is one of the top capital markets lawyers. His name always pops up on deals," says one peer. Kvetoslav Krejcí is increasingly coming to the fore on deals and Eva Svobodová is a rising star according to clients.

With equity markets silent, most of White & Case's work has been focussed on the debt side. Its standout deal was the first-ever issue of real-estate backed notes in the Czech Republic. Krejcí and Svobodová advised lead manager Raiffeisenbank on the transaction, which admitted the notes to the Prague Stock Exchange.

The firm proved its strong position in the country when it advised Barclays Capital and Deutsche Bank on a sovereign bond for the Czech Republic. The team worked alongside the London office on the transaction, which established the Czech Republic's €10 billion Euro medium-term note (EMTN) programme, and its subsequent issue of €2 billion 5% notes due in 2018.

On the corporate bond side, the firm advised CEZ Group on its annual update and increase of its EMTN programme from €2 billion to €2.4 billion. Krejcí and Svobodová advised on English and Czech law, and were also involved with the first issue of €500 million notes under the programme.

Dlouhy and Svobodová also advised Morgan Stanley on the annual update of the Czech Export Bank's €1 billion EMTN programme and admission to the Luxembourg Stock Exchange.

White & Case's strength comes from its depth of partners in this practice area. David Plch heads the office's banking and financial services group, and is consistently picked out as a top individual. "Kvetoslav Krejcí is the one running the show" notes one peer, while Ivo Bárta is described as a "smart guy" by one competitor.

Some murmurs from the market suggest that the practice is a little less dominant than before, but peers acknowledge the quality White & Case possesses and clients are happy with the service provided: "Their help on business concerning exports is excellent, all documentation is superb; when we need help in Russia or Ukraine, where they haven't any experience, they can explain how to work out the problem," says one.

Speaking of work abroad, the firm has tapped a regular source from the Czech Export Bank. Bárta advised on a €180 million project and export financing to Kurganskaya TEC, a Russian company that is constructing a gas power plant.

A second deal involving Russia saw the firm counsel the Czech Export Bank on the provision of export finance to Russian enterprise Star Power Producing for the construction of a power plant. White & Case worked opposite Allen & Overy on financing provided to Slovakia Steel Mills for the €144 million financing of a steel mill build in Strázske, Slovakia.

In acquisition finance, White & Case represented Commerzbank, Citigroup and Komercní banka in the provision of finance for Penta Holdings to buy land plots for the second runway at Prague Airport.

White & Case has profited more than most firms out of the number of high-end deals previously coming out of Prague. The decline in this type of work must hurt the firm a little, but White & Case is active on the mid-market transactions that are still happening. The firm still garners strong admiration from the market due to its quality of partners.

Ivo Bárta is described as a "smart guy" by one peer. While Michal Dlouhy, who also has strong capital markets capabilities, "is certainly one of the best," says a competitor. Damian Beavan is respected "for the foreign expertise he brings" to regional and cross-border deals.

In 2008 the firm advised on the joint venture between PPF Investments Group and Italian insurance company Generali to form Generali PPF Holding. The firm continues to obtain work from the joint venture's activity in central and eastern Europe. One transaction that closed in February 2009 involved the purchase of majority stakes in two Romanian insurance companies, Asigurare Reasigurare Ardaf and Roumanie Assurance International.

Arx Equity Partners is another active client. In one deal advice was given on the investment company's purchase of a majority stake in Ophtalaser and subsidiaries. The mandate included counselling on a management buyout structure and a call option to acquire Ophtalaser's eye-contacts supplier Elevon. Another deal saw the firm advise Arx on the acquisition of two industrial textile companies, Lanex and Singing Rock.

"They are guaranteed to be in the top tier," says a competitor of White & Case's restructuring and insolvency team. The firm's Prague office has long had a specialised R&I department and – given its local and regional strength – is set to benefit from both domestic and cross-border cases.

Ivo Bárta and David Plch are respected lawyers, but the firm's trump card comes in the form of Petr Kuhn. He is co-author of the Insolvency Act 2008 and can offer assistance on interpreting the new law.

A good example of the firm's capabilities is its representation of a syndicate of international banks led by Citibank Europe in insolvency proceedings against a group of Czech glass-making companies. This is the first case in the Czech Republic in which secured lending has been formally registered. The syndicate is exposed to more than €100 million.

White & Case is also representing HSBC in two cases. In the first the bank is a security agent to three syndicates' insolvency proceedings against Porcela Plus, a group of porcelain producers.

The other mandate sees the firm representing HSBC in the restructuring of loans given to a Czech company. The loans were provided to help smooth a sale of the Czech company to Turkish purchasers, but the subsequent default on the customers' side meant the Czech company went insolvent.

Réczicza White & Case's banking and finance department has been representing a wide range of clients on big-ticket deals on both lender and borrower sides, as well as advising on innovative capital markets transactions and some complex project finance work.

The firm has a big name in real-estate finance circles. Gergely Horváth and Melinda Pelikán acted for KBC Bank in the financing of land acquisition, construction and development regarding a project in Gyor; Banca Nazionale del Lavoro on the financing of a spa and hotel resort in northern Hungary; and CIB Bank on the financing of an acquisition of several plots on the Danube in Budapest.

On the borrowing side, the team advised Invitel and its affiliates on their refinancing of a one-year €100 million bridge loan they raised in 2008 for their acquisition of Austrian-based telex communications provider Memorex.

In another deal, this time in the world of project finance, Horváth, Károly Fóti and Gabriella Szabó advised a consortium composed of Strabag, Colas and Intertoll on their bid for the concession to develop, build and operate the M3 expressway between Nyíregyháza and Vásárosnamény.

A recent client has this to say about the firm: "We use them because in our opinion they are the big player in Hungary. They have some excellent people working for them; they're reliable, knowledgeable, have a great network and give excellent service."

The firm's renowned M&A practice, led by Rob Irving, has been acting on a balanced range of high-profile transactions over the last 12 months.

On the buy side, Irving and Iván Varga advised Nestlé on its acquisition of the Balaton chocolate wafer business from Gy_ri Keksz, a subsidiary of Kraft Foods. This was structured as an asset sale and involved the successful conclusion of a co-manufacturing agreement.

On the sell side, Irving, name partner István Réczicza and Kinga Szabó represented the US-based iEurope Fund in the auction sale of Vatera.hu, one of its portfolio companies, to MIH Allegro.

In another deal, Edward Keller, Orsolya Szabó and Anita Horváth represented Eetek, a Hungarian company specialising in energy efficiency and related products, in the subscription for shares by Itochu Corporation representing 20% of Eetek.

Standing alone once again in the top tier is Almaty financial and corporate law powerhouse White & Case. "They have the number one capital markets practice here and a unique focus on capital markets and finance work," says a competitor.

Though not the biggest shop in town, the team has undergone a slow and steady expansion with the addition of two new fee-earners. Clients favour the firm for financial work and appreciate its deep bench of experience. "I trust them as they are the leading firm for the finance markets and have done many complex deals," notes one client.

Walter Daniels head the team, which takes pride in its crucial involvement in nearly every debut project in the Kazakh market; for example, the firm acted on the first sovereign Eurobond. This past year only two were issued and White & Case advised on both.

The team features in every large transaction in the country, including the precedent-setting restructurings of two Kazakhstan banks – Alliance Bank and BTA Bank. These high-profile cases are critical to the market for their do or die workouts, with Yuriy Maltsev and his team acting for each bank. Of note is the firm's recent involvement in drafting Kazakhstan's new restructuring law which showcases its position at the forefront of the legal space and its role as a trusted advisor to the government.

Another highlight is the firm's work for the Republic of Kazakhstan through its holding fund to provide capital injections to two domestic banks, totalling $500 million. Additionally the team is acting for the dealers in relation to KazMunayGas' upgrade of its global MTN programme from $3 billion to $5 billion, and its issuance of $1.5 billion of notes.

UPDATE 8/6/2010: It should be noted that leading lawyer Yuriy Maltsev sadly passed away recently.

White & Case's capital markets team, led by Witold Jurcewicz, has been living up to its reputation as one of the big guns on the market, working for big-ticket clients on some interesting mandates. One such client says: "They offer international and domestic work of the highest quality. They have an experienced team of lawyers as well as a deep understanding of clients' legal problems and the structuring of transactions."

Three notable instructions were from two coal companies and covered both debt and equity offerings. Jurcewicz and team represented Lubelski Wegiel in its IPO and listing on the Warsaw Stock Exchange. They also advised Katowicki Holding Weglowy in its IPO and listing, as well as on its Zl900 million (€207 million) coal bond issuance.

Another debt mandate saw the team act for the Polish state treasury on its US shelf negotiations and the preparation of documentation for the issuance of foreign-currency bonds on the US market. This deal demonstrated the team's high technical abilities, as it included preparation of the updated shelf programme and the submission of registrations to the Securities and Exchange Commission.

White & Case's banking and finance team has been acting on some big-ticket deals on both the borrowing and lending sides, as well as offering regulatory advice to some high-profile clients and acting in large restructurings.

One loan instruction on the borrower side saw the firm advise Eurosugar on a €50 million syndicated revolving credit facility put in place to refinance existing credit lines.

The team has also been busy advising banks on their currency option transactions. One of these mandates saw the firm prepare a memorandum covering ABN Amro Bank (Polska)'s receivables arising under their currency option transactions, their nature, the best way of dealing with them from the bank's perspective, their conversion into credit facilities and the legal security of repayments.

In another deal that demonstrates their impressive client list, the firm gave advice to Dresdner Bank Polska on Polish legal implications of their merger with Commerzbank.

Competitors speak very highly of White & Case's M&A team. One says of leading partner Witold Danilowicz: "He's an extremely smart lawyer, a great negotiator – comfortable in all domestic and international settings."

The team has had a busy year in sales and acquisitions, as well as acting on mergers for high-profile clients.

One deal saw them advise Makhteshim-Agan Holding, the world leader in branded off-patent crop protection systems, in the strategic acquisition of 90% of Rokita-Agro, a Polish agrochemical affiliate of German group PCC. Also on the buy side, White & Case advised Danaher on its acquisition of assets of Grizzly Medical.

In addition to counselling Dresdner Bank with regard to its merger with Commerzbank, the firm acted for First Data Corporation on the merger of the company's two Polish subsidiaries.

White & Case's capital markets team is now under the supervision of Simon Morgan, who moved from the firm's London office in July 2008. He replaces the departed Olga Okouneva. The loss of Rachel Hatfield in the London office is significant say commentators, due to the amount of work she brought in for both London and Moscow offices.

The firm is viewed as a stronger performer on debt matters, however it had made strides on increasing its equity capabilities until the economic collapse hit.

One highlight saw White & Case advise Credit Suisse as lead manager on the issue of Rule 144A loan participation notes. The notes due in 2013 are worth $600 million, and those due in 2018 are worth $1.05 billion. The issue was to fund a loan to Transneft, closed in August 2008.

During the same month the firm represented Gazprombank on a SFr500 million ($709 million) debt issue by GPB Eurobond Finance to fund a loan to the Russian bank. The firm also advised TMK on the issue of $600 million of loan participation notes.

The market notes that White & Case is always near the top in terms of volume, and has good all-round banking capabilities. White & Case has restructured its practice along regional rather than office lines, with Simon Morgan arriving in Moscow from the London office to co-head the central and eastern Europe banking team and settle the office down after a couple of years of significant changes in Moscow.

White & Case clients appreciate the firm's service: "I have worked with them for ten years, so if I wasn't happy with them I would have changed by now," says one client. "It is hard to single anyone out. There are a lot of people that are good, and no matter whom I deal with, it is always a good service." The firm's peers are more forthright, singling out Maya Melnikas and Irina Nesvetova for praise.

One highlight saw White & Case represent Goldman Sachs as sponsor of a $315 million senior leveraged financing for Lion Capital's purchase of the Russian Alcohol Group in July 2008.

In the latter stages of 2008, White & Case advised Decmos on the refinancing of a $200 million loan from Deutsche Bank. The loan was refinanced by a company linked to the Moscow City Government. The deal saw the City's subsidiary take an increased stake in the project. Decmos is the company behind the reconstruction of the Moskva Hotel.

Some commentators suggest that White & Case has been hit hard by the downturn in the market, but not hard enough to lose its top ranking having worked on some significant deals recently.

Top among them is the firm's work on one of the biggest bank mergers to date in Russia, that will see the new bank become one of Russia's top ten in size. White & Case represented both MDM Bank and Ursa Bank on their merger in mid-2009, which will take MDM Bank's name.

The firm has gained from bank M&A activity in Russia, acting for the Bank of Cyprus on the $576 million acquisition of an 80% share in commercial bank Uniastrum. The transaction closed in October 2008, and was the first time a Cypriot bank has acquired a Russian banking network.

White & Case was also involved in the energy sector, advising TNK-BP on its joint-venture with OGK-1 to set up a power unit at the Nizhnevartovskaya Thermal Power Plant.

White & Case has worked on some of the big-ticket projects in recent years, and competitors acknowledge that the firm does well on volume.

White & Case is still benefitting from its role on the Nord Stream project, representing the project company Nord Stream. White & Case worked on the financing and development of the project, which is to build a pipeline to run from Russia to Germany. The total investment is expected to be $7.4 billion.

The firm is also advising Japan Bank for International Co-operation on the phase II financing for the $20 billion Sakhalin II project.

With no new large energy projects coming on-stream soon, firms have had to refocus on other areas. White & Case counts the Czech Export Bank as a regular client, and is regularly asked to work for the bank on deals involving a Russian aspect. The Czech bank used White & Case on the financing to Kurganskaya TEC for the construction of a power plant.

White & Case is the other top-tier firm, and again its position is unquestioned given the notable deals the firm works on. It is particularly renowned for export and project finance work.

"I have to say they were very committed," says one client. "They helped during the negotiations. I would say they were critical to the project." Ivo Bárta is the firm's banking and finance head who splits his time between White & Case's Bratislava and Prague offices. Marek Staron is the partner on the ground and is held in high esteem by colleagues.

White & Case has been kept busy with the refinancing of deals due to the economic downturn. One of the firm's recent project finance deals exemplifies this type of transition. It saw White & Case advising Bank Austria Creditanstalt as syndicate arranger on the refinancing of the €186 million financing to PPC Energy Group, which runs a power plant in Bratislava.

In December 2008 Staron led on the restructuring of a syndicated loan worth €151 million. The syndicate of banks was led by Ceskoslovenská Obchodní Banka, and the loan financed a mixed-use development by the investment company J&T Group.

White & Case has worked on export finance agreements for the Slovak company Slovakia Steel Mills, and some agreements from the Slovak Republic to Russia and the Ukraine.

"Even with the loss of some lawyers in recent years, I have to agree with its tier-one ranking," says one rival. The firm has had no significant departures in the past twelve months and is setting the pace in a slow market.

In April 2009 White & Case led on a significant deal for the country's energy resources. It saw the firm represent the Ministry of Economy of the Slovak Republic on the acquisition of a 49% stake in the oil pipeline operator Transpetrol. The stake was purchased from Yukos International UK for $240 million.

That deal was led by co-head of the department Marek Staron, a highly regarded lawyer. He shares leadership with Ivo Bárta, who splits his time between White & Case's Bratislava and Prague offices.

On January 1, 2009 White & Case closed a cross-border deal that saw Citibank (Slovakia) transferred to the branch of a foreign bank through a merger with the Irish subsidiary of Citibank. Staron led on the case again, with the deal valued at €150 million.

Finally White & Case advised automotive parts producer Visteon on the restructuring of its Slovak operation. It saw Visteon's Slovak entity demerge into separate divisions, and the sale of one of them to Halla Climate Control of Korea.