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

According to competitors, Wolf Theiss has been very active this year. The firm benefits from its network and has attracted complex deals with the highest value on the market. Partners Sokol Nako and Endrit Shijaku have been the driving force behind such transactions.

At the hefty sum of €300 million, the firm advised Auto City (one of the largest car retail companies in Albania) in regard to an issuance of convertible bonds. The deal, which closed in September 2010, was significant in that it was the first issuance of convertible bonds in a large transaction in Albania. Moreover, the firm's innovation was on show as many of the features had to be tailored to the newly passed Albanian Company Law.

In project finance, the firm advised BAWAG on a €70 million syndicated loan to project company Energji Ashta, which is developing one of the largest hydro-power plants in Albania.

The firm's innovation was again on display when it advised Cosmote telecommunications on the purchase of a minority stake in AMC, its subsidiary in Albania. The deal saw the team set a precedent in regard to the protection of minority shareholders in controlled group companies in the context of Albania's new company law.

Wolf Theiss remains in the second tier this year with competitors noting the firm's strong debt ability while questioning whether it focuses too much on this type of work at the expense of its equity practice.

However, this being said the team did work on one of the key equity deals of the last 12 months advising Verbund on its €1 billion capital increase in November 2010. Name partner Richard Wolf, who a competitor refers to as the firm's "most important practitioner", led on the deal which used a novel structure to account for the statutory requirement that the Government holds a 51% majority stake in the company and could only purchase new shares with a value of up to €510 million, the total value of shares offered were therefore capped at €1 billion with value determined using a book building exercise.

Cerha Hempel Spiegelfeld acted for banks on the Verbund issue and the two firms met again in February 2011 when Wolf Theiss advised private equity house Heights Capital Management on the structuring and documentation of a bespoke €33 million convertible bond issuance by Intercell. Offered to institutional investors as part of a private placement, the total volume of the bond may be increased by 150% to €82.5 million at the option of the note holders through a number of warrants.

The firm also continued to work on the recapitalisation of bank Hypo Alpe-Adria. Markus Heidinger acted for the bank on the issue of €450 million of participation capital to the Republic of Austria. The firm was also involved in the tender offer for four of the nationalised banks' government guaranteed notes, valued at €1.3 billion. Claus Schneider advised a syndicate of banks, including BNP Paribas, Morgan Stanley and UniCredit Bank Austria, on their tender offer for the notes launched seven days after the mandate had been secured. The offer closed with an excess of 50% of the outstanding aggregate amount.

Wolf is well liked by competitors, with one describing him as, "a nice guy and an excellent lawyer." Another competitor appreciates his candour and experience: "We like to have him on the other side because he's very straight - he knows what is possible and what is not."

The departure of partner Markus Bennes to IFLR1000 debutants Eisnberger Herzog provoked a mixed response from competitors. "They have a really large banking group; it should not affect them too much," was one lawyer's perspective, but others, insisted Bennes was a key figure present on many deals.

Despite the loss, the firm still boasts one the country's largest banking practices and offers a degree of talent equal to its size. Markus Heidinger and Claus Schneider are the partners consistently mentioned by competitors with name partner Richard Wolf noted for his important relationships with the banks. Clients commend the team for being responsive, reliable and fast in regard to deal turnaround.

A significant amount of the firm's recent work has a real estate focus. One deal saw the firm advise Matrix Real Estate on the restructuring of an existing financing arrangement with now bankrupt Lehman Brothers in regard to the €200 million sale of IZD Tower, the largest office block in Vienna.

On one transaction which was yet to close at the time of writing, the firm led by Andreas Schmid was advising Erste Group Bank on the financing of a hotel in Belgrade by Austrian developer Soravia. In order to comply with Serbian National Bank rules several subsidiaries of Soravia will have to be restructured with capital increases in Serbia and Austria.

In a deal which involved the firm's M&A department, Schmid and Wolf advised Barclays Capital on the €80 million financing of Conwert Immobilien's acquisition of listed ECO Business Immobilien.

Another notable mandate saw Wolf close a deal for Austrian payment services provider Paysafecard.com in May 2010, which granted them the only current pay services licence in Austria.

Competitors are quick to remark on the size of Wolf Theiss' M&A team: "They have grown aggressively and successfully," says one lawyer. Others see this size as an issue for the firm, claiming in the downturn that it has struggled to find sufficient work to satisfy its large workforce and "feed a lot hungry mouths".

There is no question about the M&A team's quality though and no dispute over the its ranking. "A good firm, they are very active. I think recently there has been a little bit of a downsizing, which wasn't very much publicised, but that should not impair their quality in terms of M&A capability," says one partner.

Name partner Richard Wolf is seen as the leading M&A lawyer at the firm and last year he led a team acting for Erste Bank Austria on its €500 million acquisition of a majority stake in Intermarket Bank, which has subsidiaries across the CEE (Central & Eastern Europe).

Another deal of note saw the firm act for Reval.com a corporate financial risk management service on its acquisition of ecofinance Finanzsoftware & Consulting, an Austrian management systems provider in central Europe. Christian Mikosch also conducted due diligence on behalf of the US bidder.

One ongoing transaction that could be worth €500 million sees the firm advising Solar Invest, the sponsor of an 80MW photovoltaic park in Sicily, on all forward sales.

Sead Miljkovic's law office (in cooperation with Wolf Theiss) has had another successful year thanks to its cross border connections. Being part of the Wolf Theiss network has been of huge advantage to the firm both in terms of referrals and the ability to draw on regional experience. Sead Miljkovic is singled out for praise by peers. "Miljkovic is the best," says one competitor, "I would choose Sead Miljkovic's firm Wolf Theiss to represent me."

The firm still attracts work from major international companies and financial institutions operating in Bosnia and is occupied with a number of high-profile and high-value cases.

With the market witnessing a growth in restructuring and insolvency work, the firm has been involved in the largest enforcement proceeding in Bosnia and Herzegovina of the previous year. With a total exposure (of the client group) exceeding €40 million, the firm acted for Hypo Alpe-Adria Group in relation to the collection of a debt of one of the biggest local food manufacturing companies and its related businesses.

Furthermore, in one of the largest M&A transactions in Bosnia of last year, the firm advised Mid Europa Partners on the acquisition of three local internet and cable TV providers. Wolf Theiss was the sole advisor for this deal.

Finally, the firm has been advising Telekom Slovenije in relation to its business operations in Bosnia through its local subsidiary, Aneks Banja Luka, including advice on corporate, regulatory and competition issues. Additionally, Wolf Theiss also represented the client as plaintiff in a major abuse of dominance case.

Having opened in 2008, Wolf Theiss is still relatively new to the market. However, it has secured a place in the third tier this year having increased it presence and is definitely the firm to watch out for. It has attracted mandates from the region's largest corporations and banks, as well as from some of the largest Bulgarian industrial and investment groups.

The firm has no doubt benefited from the demise of DLA Piper in Bulgaria by taking on the firm's entire team. This includes hiring Anna Rizova as partner.

Under the guidance of Richard Clegg, the firm is advising Raiffeisen Bank International on the acquisition of the borrower Mall Varna, the largest retail development on the Black Sea, and its debts to the second ranking creditor. This transaction is one of the largest deals in terms of value on the Bulgarian market for 2010. The firm is also advising the European Bank of Reconstruction & Development (EBRD) on an investment financing loan for the expansion of a leading German retail chain on the Bulgarian market, one of the largest EBRD loans into Bulgaria after the crisis.

Wolf Theiss is the first international firm to break into the second tier in Croatia. The Zagreb branch is now fully recognised and approved by the Croatian Bar Association. This normalisation of activities is testament to the market opening up in Croatia and the firm is well placed to attract high profile mandates from international clients. Led by Ronald Given, the firm has been involved in some of the top deals in the country.

"They're well established on the market and have good interesting deals," says one peer, adding: "They're visible and they have good standing". However, there have been reports that the team at the firm is rather young and that the firm has been hit by departures. "Wolf Theiss' three most senior [associates] left Zagreb," says one partner. This refers to associates Silvije Cvjetko, Danijel Stankovic and Marin Scira who all left the firm last year, however the firm has been recruiting and has drawn out positive feedback from clients.

"Very professional, we were looking for a Western law firm and they fit the bill. We also have local Croatians working but they gave us a bit more sophistication," says one client. Another says: "It was a very good combination between Ron Given and the local guys. It was the perfect mixture for the deals we do, very comforting". Dalibor Valincic is praised by clients: "Dalibor basically held our hand and took us through the process step by step."

In mid-2011 the firm was advising ADC & HAS Airports on the €500 million privatisation of the Zagreb/Croatia airport. The deal will be structured as a public-private partnership (PPP) and it is the largest and most important national project in the works, attracting much international attention. Furthermore, the firm was advising Etanol Osijek in the proposed €100 million 181 million litre bio-ethanol production facility at the River Drava Port in Osijek.

Perhaps indicative of the resurgence of M&A, the firm also advised Saubermacher Dienstleistungs on the acquisition of Eko Flor Plus Group (one of the largest Croatian waste management companies).

Looking forward, the firm's international network is set to be crucial. "They have a good international network. In the Western Balkans, they are the only firm with complete coverage of the region. That is very comforting. But, it depends on the ability of the local guy. So far we've had a very good experience," says one client.

Faludi Wolf Theiss has had a successful year and has been especially active in banking.

Driven by Zoltán Faludi and Gábor Erdös, the firm advised a consortium of banks including UniCredit Bank (as arranger, agent and lender) with regard to the €46 million financing of the operation of Waberer Holding, a leading logistics service provider.

While M&A might not be Faludi Wolf Theiss' strongest suit, it has undoubtedly been visible on the market. "We see them regularly, especially in everyday M&A deals. They are quite competent," one partner says. "Wolf Theiss is fairly active. We have some experience with them," another partner says.

After a successful year attracting high profile finance and regulatory mandates, Faludi Wolf Theiss consolidates its position in the second tier. Since opening in November 2007, the Budapest office has continued to grow and build market share in an economy, which is still recovering from the recession.

"Wolf Theiss has a strong practice. Perhaps the strongest in pure energy," says one peer, adding: "Their pure energy work is fantastic, but across other categories, infrastructure, banking, it's not so deep." To this end, Zoltán Faludi was drawn out for praise. "In pure energy, Faludi is the top there," one peer says.

On the real estate side, the team advised MKB Bank and OTP Bank as lenders with regard to the €20 million financing of a real estate project to develop an office park in Budapest. The firm also advised OTP Bank in relation to a €10 million acquisition finance deal of two project companies of ALTEO Energiaszolgáltató.

Through separate financing agreements, these subsidiaries purchased two electricity power plants with a capacity of 9MW and 114MW (Gyor power plant) and 10.5MW and 100.5 MW (Sopron power plant) from Eon.

Wolf Theiss is a strong regional law firm and its approach emphasises that it is keen on remaining so. "Obviously there's a big fight in Central and Eastern Europe on who's going to be the boss Schoenherr or Wolf Theiss," one partner says. Commentators perceive the firm as a solid tier two firm. Nevertheless, there have been sporadic calls for it to be promoted to the top flight. "In the first tier, I'm surprised not to see Wolf Theiss, they have more of a structure that's the only thing I can say, they do corporate and finance," one partner says.

As managing partner, Austrian trained lawyer, Miroslav Stojanovic, heads the firm's corporate practice and Bojana Bregovic fronts the finance department. "A reasonable person, hard working, experienced and if I was a client looking for a lawyer she [Bojana Bregovic] would definitely be one of the candidates which I would very seriously consider, [in]every law office you need to have somebody carrying the flag and she is a person capable of [it]," one partner says.

Wolf Theiss has been very active this year and ensured it earned its portion of the market's leading instructions. The firm is currently involved in one of the largest and most important privatisations in Serbia, at €700 million. It is advising Gazprom Neft in relation to all post privatisation issues of Naftna Industrija Srbije (NIS), of which it is the majority shareholder. The firm's work includes the transformation of NIS into an open joint stock company and its listing on the stock exchange. Additionally, the firm advised Germany's Dr. August Oetker Nahrungsmittel with regard to all aspects of its €25 million acquisition of the Serbian Centroproizvod`s segment of sweet and powder products. This included obtaining merger clearance from the Serbian competition protection authorities. The firm is also advising Erste Group Bank with regard to a financing transaction in relation to the construction of a mixed-use hotel and real estate complex in Belgrade by Soravia group (this project also necessitates financing by the European Bank for Reconstruction & Development).

"She's [Bojana Bregovic] the kind of person in a conference room, you always have some people when they speak nobody listens [and others] when they speak everybody else is automatically silent. She is the one who commands silence," one peer says.

The Austrian firm Wolf Theiss is attempting to build itself market share in Slovakia. The dark horse of the market, it will be interesting to follow the firm's progress in the coming editions. The firm is presently advising an international bidder consortium with regard to the public tender by the Slovak Ministry of Transport regarding the €2 billion financing, construction and operation of the D1 highway, one of the largest Slovakian PPP (public-private partnership) projects. "They are visible along with some Czech firms that are trying to establish themselves on the market," one partner says.

Wolf Theiss is another of the strong regional Austrian firms present on the Slovenian market. "The two Austrians are pretty present," says one partner, adding: "They are getting more and more work because of low prices." Austria is traditionally one of the major providers of foreign investment in Slovenia. "Sometimes I think they view Slovenia as an extension of Austria," says one client.

Nevertheless, the firm has been a source of satisfaction for buyers of legal services. "I worked with Wolf Theiss in Slovenia on the biggest case, they supported us really well," says one client. Markus Bruckmueller has been a notable among clients. "Markus Bruckmueller provided the local angle, he provided good support. Sometimes it's a tough political situation so it's useful, I had the feeling they were all working together. Proficient and very good," one client says.

In the last twelve months, the firm has been involved in some high profile deals. It is currently advising BAWAG Banka, Banka Sparkasse, Banka Volksbank and Steiermärkische Bank und Sparkassen in the insolvency of the Slovenian based holding company Istrabenz. This is presently the largest insolvency case in Slovenia. The claims of the twenty crediting banks aggregate to over €430 million. Additionally, the firm is assisting Pivovarna Union and its financial advisor UniCredit with regard to its sale of a 93.7% stake in Fructal in Slovenia as well as in SEE.

"They're a regional law firm. They're very keen on being that. It's different work to Clifford Chance or Linklaters. They're a different animal," one client says.