In line with the global trend, there was more strategic M&A in Austria in 2014, with consolidation and the disposal of non-core assets driving the larger transactions that closed. Telecommunications, energy and banking were the sectors that saw the most prominent deals.
Arguably, the most publicised inbound deal to close this year was America Movil’s takeover of the partially state-owned, Telekom Austria. The Mexico-based telecoms group headed by entrepreneur Carlos Slim reached an agreement to acquire all the shares not owned by it or the State in July, targeting expansion into Central and Eastern Europe (CEE). Slim pledged to invest €1 billion into the company in return for his new shares.
In the energy industry, several Austrian energy companies are in the process of restructuring internationally. The country’s biggest utility, Verbund, which has decided to focus on the domestic and German market, sold off assets in CEE, including a wind farm in Bulgaria, and exited the French market entirely after KKR bought its Pont-sur-Sambre and Toul gas-fired power plants. Following disruption to its output in the Middle East due to conflict, Austria’s leading energy provider and its biggest company, OMV, has been targeting expansion in more stable western markets. This year, it acquired the first licences to drill for oil west of the Outer Hebrides.
The biggest story in the banking sector revolved around the protracted case of winding down nationalised domestic lender Hypo-Alpe Adria. The sale of the bank’s Balkan network to Advent had been agreed in November but the offer expired and it is now back on the market. Once this arm has been sold, Hypo Alpe will become a “bad bank”, focussed on disposing of its assets, which are worth roughly €18 billion.
Ben Naylor - Journalist - EMEA
The firm saw one notable departure in 2014 when senior associate Christoph Moser joined local rival Weber & Co. Moser had a broad focus, encompassing banking and finance and corporate work.
In the last 18 months, the firm’s key Vienna finance partners, practice head Georg Diwok and funds specialist Dieter Buchberger have maintained a steady stream of mandates, securing a mix of domestic and cross border work. The duo have advised on banking regulatory matters in the context of a merger, assisted in bank restructurings and liquidations, in addition to offering more typical corporate finance advice.
Clients give the firm’s capital markets team good reviews. “They are excellent: quick response times, profound advice and an entrepreneurial approach,” notes one.
Equity capital markets work has been scarce in Austria of late. However, the firm secured work assisting AT&S with its €100 million capital increase in October 2013. Partners Philipp Spatz and Eva-Maria Ségur-Cabanac advised the managers of the banking syndicate underwriting the deal. On the debt side, the Vienna team was involved a several small corporate bond issues.
“Highly professional and straight forward advice, both in regard to Austrian corporate law as to international best practice,” is one M&A client’s summation of the corporate practice. Another agrees, saying: “[They were] very knowledgeable, very reliable and very good to work with.”
For the M&A team, 2013 proved a good year. The firm says the practice generated twice as much profit as the previous year, and secured positions on several sought-after panels, including those of some large lenders and Toshiba. Recent deals for the team have seen it work for clients in the energy, technology, construction and finance sectors. It was also involved in a fair amount of public M&A, which is relatively unusual in Austria.
One of the team’s largest recent mandates was advising Franklin Templeton Investments, one of its new panel appointments, on the acquisition of a stake in a Luxembourg SPV, which had been set up to buy a majority stake in Slovenian public company, Helios Domzale.
“Binder Grösswang were proactive, responsive, pleasant and creative,” says one client who mandated the firm on an acquisition financing. “We engaged many local counsel in many different jurisdictions on this deal and Binder Grösswang were among the most helpful.”
Banking and finance continues to be Binder’s strongest practice. The firm augmented its team with the addition of senior associate Maurizia Anderle-Hauke in October 2013. A regulatory specialist in the financial institution sector, Anderle-Hauke will help the firm meet the increasing demand for banking supervision advice from clients. The firm promoted Stephan Heckenthaler to partner in early 2014, taking the partner headcount within the group to five.
In addition to a new recruit, the banking practice has also accrued new clients, or positions on existing one’s panels, with EIB, Barclays and Western Union falling into these categories.
The team’s recent portfolio of work has encompassed acquisition, real estate and project financings, and a share of regulatory advice related to CRD IV and Basel III. One of the team’s most high profile deals was its role on Volksbank Wien and Volksbank Baden merger, where it acted as transaction counsel to both banks providing regulatory and corporate advice.
The firm’s major capital markets work was slanted heavily to the debt side. In addition to advising clients on updates to large EMTN programmes, partners Florian Khol and Tibor Fabian advised UNIQA on its €350 million corporate bond, which was the first bond in Austria issued by an insurance company that was – as far as possible – compliant with the regulations of Solvency II. A clear highlight for the two partners was their advice the financial advisers on the Austrian law involved in the spin-off of BUWOG from Immofinanz and the latter’s listing in Frankfurt, Vienna and Poland.
The M&A team was depleted at a partner level in 2014 when cross border M&A specialist Michael Lind left for Wolf Theiss. However there have been new arrivals at an associate level with the firm making two new lateral hires.
The majority of the firm’s M&A highlights have been cross border. One mandate saw Thomas Schirmer and Markus Uitz team up to assist Swiss company SIX on acquiring PayLife Bank, Austria’s leading cashless payment systems company. Another highlight saw Michael Kutschera and Uitz representing Ahold when it acquired Spar’s Czech business.
When it comes to banking and finance work, CHSH is traditionally known for representing the borrowers. But the firm has been working hard to develop a more balanced roster of clients in this area and it seems to be working. Among the firm’s recent highlights was work for Lloyds on €127 million multicurrency facility, assisting RBI in providing €450 million to finance a joint venture, and most notably it was mandated by Hypo Alpe-Adria-Bank International to assist the bank on its restructuring, presently one of the most prominent cases in Austria. The firm continues to work on large mandates for its corporate clients too. A highlight was advising OMV on securing a €1.5 billion multicurrency revolving credit facility.
One client of the capital markets team, who sought its counsel on OTC and EMTN structures, says: “[The firm provides] excellent advice in terms of regulatory and legal background surrounding the transaction and impacting the structuring.” An equity capital markets client was equally effusive: “[The firm has] extensive knowledge of capital markets law, flexibility and ability to respond to our demands, and it has an excellent network.”
The firm had a strong year on the capital markets side, securing roles on most of the biggest transactions that came to market. Partners Volker Glas and Thomas Zivny teamed up to represent Immofinanz on the spinoff of Buwog which involved €310 million convertible bond and coordinating legal listing requirements in Vienna, Warsaw and Frankfurt. Other highlights include Glas and Edith Hlawati’s work for RBI on a €2.78 million capital increase, and work for Telekom Austria on two hybrid bonds in 2013, which totalled €1.35 billion. Again Glas led, acting for the telecoms company.
A client of the M&A team praised it for its “excellent support and strong legal and business sense.” Also noting: “They are highly customer orientated, turn deals around fast and offer transparent billing.”
A notable development for the M&A practice in 2014 was the arrival of corporate partner Harald Stingl from Wolf Theiss. His hire was made to meet the growth the group has experienced in transactional work recently.
Two of the firm’s largest mandates came for longstanding clients. Joint managing partner Clemens Hasenauer and his team advised OMV on the purchase of the North Sea oil and gas assets of Statoil for $2.65 billion. The firm’s other managing partner was involved in deal, which was arguably one of the most prominent in Austria in 2014, assisting the ÖIAG in connection with the negotiation and completion of a shareholders’ agreement with America Movil for the acquisition of shares and eventual public takeover of Telekom Austria.
CMS’ Vienna arm bulked up its banking and finance and M&A teams in 2013. It recruited in-house counsel Roman Hager, who focuses on banking and finance, capital markets and private equity, from RBI, and poached Vienna corporate and managing partner, Rainer Wachter, from Skadden, which has since closed in its Austrian base. The latter is well known on the market and has plenty of transactional experience in M&A and private equity.
Unsurprisingly, given the regional scope of CMS, some of the banking team’s highlights in the last 18 months have been cross border, but it also been actively domestically. All the clients that instructed the firm on these matters fell into financial services category.
On the transactional side, the firm has closed loan portfolio sales, real estate and construction financings across Central and Eastern Europe (CEE). A key piece of regulatory work for the firm was its advice to FIMBAG, the state financial markets holding company, on measures for keeping the domestic markets stable and managing Austrian banks’ investments.
Capital markets work, which was not abundant for the firm in the last 18 months, included a private placement of shares for a renewable company and a large subordinated bond. New hire Hager was involved in both deals.
In M&A, the strongest transactional focus of the Vienna office, the firm was involved in one substantial mandate in addition to several good sized midcap matters valued around the €500 million mark. The deals were a mix of public and private M&A and private equity. The largest transaction fell in the latter category when the firm advised KKR on its purchase of CEE and CIS internet service and cable provider SBB for €1 billion.
The firm’s banking and finance practice was involved in some notable mid cap acquisition financings and loan facilities in 2013 and 2014. Group head Tibor Varga, who steered the majority of these deals, was also involved in a substantial high yield issue, in addition to assisting a corporate with a large project bond issue and working on a smaller hybrid deal on the side of the managers.
The corporate team is highly regarded among clients. “They are very responsive and hands-on. Certainly one of the top firms for M&A and capital markets in Austria,” says one, adding: “they also have very good supporting practices, such as tax and labour law.” Another fellow lawyer who has worked with the firm notes: “We would always consider them as one of our top choices in Austria.”
In the equity capital markets area, the firm was instructed on some interesting work. Among the deals, one highlight was Andreas Mayer and his team’s advice to the underwriters of Erste Group’s €660 million issue.
The M&A group, which is split into public and private teams that are led by Andreas Mayr and Martin Brodey respectively, has had a busy 18 months in both public and private transactions, and private equity. One example of its work in the latter area was Andreas Zahradnik and Jürgen Kittel’s advice to Finatem, a German fund that targets mid-market domestic companies in German speaking jurisdictions, on its purchase of 40% of Austrian manufacturer FMW through a secondary trade sale by Hannover Finanz. The firm also assisted several Asian clients on inbound acquisitions recently. For one such client, HNA Group, a Chinese business, Brodey and his team provided counsel on the purchase of TIP Trailer, a transport leasing company, from GE Capital.
The firm added a new corporate lawyer in 2013, hiring Lukas Flener from Weber & Co.
For the most part, Fellner Wratzfeld & Partner’s highlights were distress driven work on behalf of banks – the firm’s specialty – or regulatory advice. For example, Fellner has been assisting banks with restructuring non-performing loans and offering advice on corporate governance to other institutions. Other highlights include assisting Bawag with its repayment of participation capital to the state and advising the banks on Alpine’s restructuring.
In M&A, one notable example of the firm’s work was assisting RECAP in selling its majority stake in Holland Blumen.
The firm’s banking work was a mix of regulatory and transactional advice with several of its highlights coming when working on behalf of Credit Suisse. Practice head Martin Gaggl gave the lender banking supervisory advice, assistance with AIFMD (Alternative Investment Fund Managers Directive) in an Austrian context, and counsel regarding a financing in the region of €150 million.
“Very competent, quick, professional, and they have many specialists in the office,” says one client who worked with the M&A team.
In the corporate area, the firm has had some staffing changes with two new hires and one departure. The new arrivals, Christian Mayer and Markus Moser, both focus on M&A, with the former specialising in competition and antitrust and the latter also handling dispute resolution. Mayer joined from Dorda Brugger Jordis, Moser came to the firm from Hong Kong University. The outgoing lawyer was Wolfgang Sieh moved to Lumsden & Partner in October 2013.
Among the firm’s highlights were deals in the technology and paper packaging sectors, two areas the firm specialises in. It advised GfK on the acquisition of Sensemetric Web & Social Media Mining and assisted Dunapack Packaging, part of the Prinzhorn Group, in purchasing Turkish paper and cardboard packaging manufacturer Dentas Ambalaj ve Kağıt.
The main development for the Vienna office’s banking and finance group was the addition of an English law finance practice that focuses on transactions across Central and Eastern Europe (CEE). Senior associate Blair Day was relocated from the firm’s Moscow branch, where he spent eight years, to head the team and the firm recruited Agnes Molnar from a London bank to support him. Day has a broad focus, encompassing all typical finance transactions and capital markets instruments. Molnar handles corporate finance, banking regulation and structured finance and securitisation.
Aside from the frustration of some significant deals being cancelled, the firm recorded a relatively strong year on the banking side, working on domestic deals and the Austrian elements of larger German deals the firm had secured roles on. The Vienna team’s highlights include working on cross border financings into Belarus, Slovenia and Romania, and assisting the Munich office with the Austrian law elements of financing the purchase of shares in Springer Science+Business for €2.3 billion.
Debt work dominated the firm’s recent portfolio of capital markets work. Although, Thomas Zottl and others from the firm advised Constantia Flexibles, Europe’s largest flexible packaging manufacturer, on its IPO all the way through to launch, the deal was cancelled due to unsatisfactory pricing. The firm’s debt highlights include representing domestic oil company CAT Holding on its placement of six million shares in Frankfurt, which earned the company €108 million, and advising the joint lead managers on the €500 million debut bond issuance of Erdöl-Lagergesellschaft, a quasi-governmental entity responsible for Austria’s emergency stockholding of petroleum products. The group used the funds to finance the acquisition of stockholdings from OMV, Austria’s largest oil and gas company.
Clients laud the firm’s Vienna M&A practice. “Very good service, speedy responses, lots of thinking ahead and the team managed to tackle very challenging negotiation issues with an overall very satisfactory result,” said one. “The M&A work provided is very professional. Freshfields is a real expert in this field and very internationally oriented. They are always providing practical solutions for legal problems and risks that really helps to close a deal,” notes another.
The firm noticed a pickup in the M&A market securing roles on some significant deals. One highlight was advising the shareholders of the Kika/Leiner group, one of the largest furniture retailers in Austria and the CEE, on the sale of its 73 retail stores to South African business, Steinhoff Group. Also, the firm represented Ringier, a multinational Zurich-based media company, and Axel Springer on the sale of its CEE investments to VCP Vienna Capital Partners.
Graf & Pitkowitz has been active on corporate matters recently. The firm has a strong insolvency administration practice, which has been working on some significant cases. These included Alpine’s insolvency, the largest in Austria since World War II, where a team led by Alexander Isola is representing the debtor.
M&A has been busy area for the firm. One cross border deal saw Ferdinand Graf representing a private investor when it sold its majority interest in Moldova Insurance Group. Another cross-border, sell-side deal saw Graf advising Danish client VKR on divesting of the Sonnenkraft Group.
“Excellent project management, on par with larger law firms or even better due to constant senior level attention you receive,” says one client of Hauser Partners.
The corporate boutique has been working on several small cross-border M&A deals recently. Among the highlights were Wulf Hauser’s advice to a client acquiring a detergent manufacturer with operations in Western Europe and CEE (Central Eastern Europe) for €20 million.
In the finance space, Herbst Kinsky’s highlights have included advising on asset and acquisition financing and refinancings. One of the asset finance deals saw Christoph Wildmoser advising Commerzbank on the Austrian security package for the sub-lease of two Airbus A319 aircrafts from Air Berlin to NIKI. The banking team also assisted with several financings for private equity clients as local counsel. One example saw Wildmoser representing Norddeutsche Landesbank Girozentrale on financing EMERAN Capital Partners’ acquisition of the Boards and More Group.
The firm’s recent notable capital markets work included Philipp Kinsky and Wolfgang Schwackhöfer’s advice to Erste Group as listing agent on the dual listing of Immofinanz on the Warsaw Stock Exchange.
One notable addition to the corporate team was Phillip Dubsky, who was recruited from DLA Piper Weiss-Tessbach in 2013.
In addition to several domestic deals, several of the firm’s M&A highlights were working alongside Clifford Chance’s German team as Austrian counsel for private equity clients. One example of this saw Wildmoser advising Silverfleet Capital on the acquisition of Competence Call Center Group.
KWR Karasek Wietrzyk’s recent deal highlights have predominantly been corporate restructurings, although it was involved in some M&A too. One example of its work was Andreas Mätzler’s advice to Otto Bock Healthcare in acquiring a majority shareholding in Pohlig.
Lanksy Ganzger & Partner’s notable work has included capital markets, restructuring and M&A advice. In the latter area, one example of its work was acting for a Czech private equity fund on a share purchase bid. In capital markets, it advised the board of an Austrian transport company on derivative investments.
Pelzmann Gall has made good strides since its inception in 2012. A solid year for the corporate boutique sees it join Tier 5 for M&A.
The firm added to its headcount in 2014, recruiting corporate lawyer Michael Grubhofer from Karasek Wietrzyk, name partner Helen Pelzmann’s former firm.
As part of the EY law network, the firm secures work through the ‘big four’ accountancy firm but it has plenty of standalone mandates too. A public M&A highlight, a specialty of name partner Mario Gall, saw the firm advising Palfinger, an Austrian stock exchange listed corporation, on the acquisition of a majority share in Russian PM Lifting Machines Group.
In the wider corporate area, one significant deal was Pelzmann’s advice to VALE on the sale of $1.8 billion of its shares in Norsk Hydro.
“We would highly recommend the law firm to companies who need precise and focused advice in banking and finance. The partners are very solution-oriented, efficient and proactive,” one client observes of Rautner Huber. Another notes: “The firm has provided very good, timely service at a reasonable price.”
The firm followed a strong first 12 months since its launch, particularly on the banking side, with another successful period where it continued to belie its size and handle a high number of new mandates while impressing clients. In recognition of this, the firm moves up to Tier 3 in banking.
The firm accrued a number of new large clients including UniCredit Austria, Raiffeisen, Erste Bank, Kommunalkredit and Sberbank Europe. One of the firm’s largest banking deals was Huber’s role on VTB Capital’s acquisition of shares in Polyus Gold for $3.6 billion. Huber was mandated to advise on the Austrian security law. Another highlight for the firm was being instructed by VTB Bank to advise on Alpine’s €2.5 billion restructuring.
In the capital markets area, the firm has also been involved in headline work. It has been representing bondholders in Hypo Alpe Adria International, which is in the process of being wound down.
The Graz based outfit has had a reasonably good year on the banking and finance side, securing roles on small project financings in the renewable area on behalf of the banks. A new client for the firm is Erste Bank, which Thomas Podlesak assisted with drafting a template for energy financings.
“We have a very satisfying client – lawyer relationship, because the legal advice they have provided has been always been very useful,” is one client’s reference for the M&A team.
In M&A the firm had a fairly busy year securing a good volume of small cap deals sub €100 million in value. Several of the transactions were in the energy sector. One example was Wolfgang Laus’ advice to Oberösterreichische Ferngas on its sale of a 35% participation in the EGBV Beteiligungsverwaltung, a natural gas business.
“We were very impressed with the services they provided. They were practically minded, proposed hands-on solutions and became very involved,” one client says of the banking and finance team.
The practice had one notable leaver in the last 18 months. Partner Denise Hamer, a finance and distressed debt specialist, joined Richards Kibbe & Orbe’s City base in early 2014. Although losing a partner will always have an impact, the Vienna team is deep enough to handle the loss without great disruption, and Hamer was not one of the practices most recognised partners.
After securing a place in the top tier last year on the back of an impressive 12 months, the practice has performed well again, working on a range of mandates that included financial restructuring, refinancing, acquisition and project finance and regulatory advice. Highlights for the team included Peter Feyl’s work on longstanding client B&C Alpha’s public takeover of AMAG. Feyl was also at the helm when the firm was mandated by Triton to advise on financing its purchase of shares in Alpine Energie.
One client, who worked with the firm on a securitisation, says the capital markets specialists at the firm are “knowledgeable, dedicated lawyers with lots of experience and good responsiveness.” Another client agrees, noting: “I find them consistently excellent. They provide timely, helpful and accurate advice and input. The Vienna team also coordinates their regional offices throughout Central and Eastern Europe (CEE) and ensures consistent quality across their platform.”
In the capital markets area, the firm has also impressed. An equity highlight, which was the largest transaction on the Vienna Stock Exchange in 2013, saw Ursula Rath, who recently made equity partner, advising UNIQA on its rights offering undertaken as part of its re-IPO. Rath also helmed the team on one of the firm’s significant debt mandates, representing the lead arrangers and initial purchasers of Schaeffler’s €2 billion high yield bonds, which it sold as part of a €3.5 billion refinancing. Practice head Martin Ebner has had a good run of securitisations, including advising Deutsche Bank and Lloyds TSB on the Austrian law aspects of structuring a true-sale securitisation of cross-border car loan receivables originated by GMAC Bank.
In M&A the firm maintained its reputation as one of the market leaders in the area, securing roles on the markets biggest deals. A clear highlight was its advice to América Móvil (AMX) and its wholly-owned subsidiary Carso Telecom on a shareholders’ agreement with the Republic of Austria’s state holding company OIAG regarding the two entities shares in Telekom Austria. As a result of the deal, AMX now has a controlling stake in the telecoms company.
Taylor Wessing e|n|w|c’s recent banking work has involved a good share of regulatory mandates but it also secured roles on some notable financing deals. Raimund Cancola advised Tyrol Equity on the financing of some of its portfolio companies and Philip Hoflehner led a team assisting Foncière des Régions in financing the acquisition of a real estate portfolio.
One corporate client, who sought company law advice from the firm, says: “The firm is very professional and business oriented.”
The corporate team was strengthened in 2013 with the addition of senior associate Thomas Kienbauer, who was recruited from Wolf Theiss. Some of the firm’s highlights in M&A came when working alongside other offices within the firm’s network. One example of this was Cancola’s team’s advice to Arrow Electronics on the Austrian aspect of its acquisition of Computerlinks for €230 million.
Weber & Co has added a versatile member to its transactional team, recruiting Christoph Moser from the Vienna branch of Baker & McKenzie. Moser, who has joined as partner, has a wide focus spanning banking, finance and equity capital markets.
Prior to Moser’s arrival, the firm was involved in few significant banking deals – a refinancing being the notable exception. However, Moser has brought some clients and deals with him. One example is his advice to a domestic lender on a schuldscheine (bond) issue.
Capital markets advice on the bank's side a specialty of the firm, and it secured good debt and equity work of this variety across the last 18 months.
The firm was involved in a few public M&A deals, including acting as transaction council on $150 million acquisition of Dynea Austria by a Cypriot investor.
Wolf Theiss made two notable lateral hires for the banking and finance team in 2013, recruiting senior associates Petra Heindl and Mills Kirin from Wuersch & Gering in New York and DLA Piper Weiss-Tessbach respectively. Both lawyers are general finance specialists, but Heindl also has experience in cross border M&A.
The firm has had a diverse workload on the banking side. In addition to the more typical finance deals, it was involved in several bank mergers, assisting the Austrian arm of Dexia with its integration into its Belgium parent company and representing the buyer, Anadi, in the takeover of Hypo Alpe-Adria Bank in Austria for €65.5 million. A highlight among the firm’s other finance work was advising Delphi, the automotive part supplier, on financing the €765 million acquisition of FCI Group’s motorised vehicle division as Austrian counsel.
Among the firm’s capital markets work, which was predominantly debt deals, there were several interesting hybrid issues. One example saw the firm advise UNIQA on its €350 million hybrid bond, which was the first combined Solvency I and Solvency II compliant issue of own funds by an domestic insurer.
The M&A team is highly regarded by clients. “Excellent. Very skilled and professional,” says one.
A number of senior lawyers left the corporate practice in the last 18 months. Partners Harald Stingl and Sven Hollmann joined CHSH and Hilti respectively. Senior associates Philipp Trefil and Barbara Jakubowics moved to the administrative court and an in-house position, and counsel Sandra Mueller joined Borealis. The firm offset some of these departures with two new hires, bringing in Binder Grösswang partner and M&A specialist Michael Lind and senior associate Doris Buxbaum, who includes M&A among her specialties, from Heger & Partner. Although the M&A team has diminished in size, it remains one of the largest on the Austrian market.
A CEE (Central and Eastern Europe) network is one of the firm’s benefits, and it acted on several interesting cross border deals across the region in the last 18 months. One of the most substantial was its role as local counsel for Austria and Slovenia for McKesson on its acquisition of 50.01% of pharmaceutical wholesaler Celesio from the Franz Haniel & Cie for €6.1 billion. Another example, which demonstrated the firm’s regional strength, was the advice to Czech company EP industries on its purchase of the CEE subsidiaries of Austrian recycling group, AVE Energie, for €140 million. Lawyers from across the firms CEE and CIS offices collaborated on the deal.