Financial and corporate
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 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”, focused on disposing of its assets, which are worth roughly €18 billion.
Energy and infrastructure
Austria is a well-developed country, but a fairly substantial amount of transport-related infrastructure development is either planned or underway within its borders. Public investment in infrastructure had been low since the economic crisis and the need to improve and expedite the country’s transport links, allied with pressure locally and from the European Commission to stimulate investment and create jobs through such development, has seen rail, road and tunnel projects tendered in the past few years.
Four by-pass projects have been awarded by the lower provincial government and three protracted railway tunnel projects, all in-part publicly financed, held up by political obstacles and environmental issues, are at various stages of development.
Largest among the tunnel projects - and most significant, considering the impact it will have on European interconnectivity - is the €380 million Brenner base tunnel, which is being jointly financed by the EU, Austria and Italy. When excavation is complete, the tunnel will be the longest underground rail connection in the world, forming the biggest section of a new 64km line connecting Munich with Verona via Austria. Work officially commenced in March and the tunnel is expected to be operational in 2026. Operators estimate it will halve the time it takes to travel between Innsbruck and Bolzano.
In 2017, a raft of other upgrades are planned for the Austrian rail network. Austrian Federal Railways (ÖBB) has secured €600 million from the EIB (European Investment Bank) to finance the projects, which include replacing tracks, upgrading stations, building bridges and level crossings and updating IT and communication infrastructure.
Looking at Austria more closely, Vienna is undertaking a programme of social infrastructure development. The city is rebuilding its current waste-to-energy treatment plant; it has plans to extend the metro; and, is considering building new schools and hospitals, the former possibly on a PPP (public-private partnership) basis.
Austria holds some sway in Europe’s gas market, positioned as it is as a hub for around a third of the fuel imported from the region’s biggest supplier, Russia. In addition to its population of around 200 inhabitants, the small Austrian municipality of Baumgarten an der March is home to Central European Gas Hub (CEGH), which forms the most easterly end of the Trans Austria Gas (TAG) pipeline. More than 30% of the Russian gas destined for Europe comes to the region through Austria via the pipeline, which begins in Slovakia. The facility in Baumgarten stores surplus gas, enabling it to supply European countries year-round as usage fluctuates with the weather. Recently, there have been two pipeline projects aimed at diversifying Austria, and Europe’s, gas supplies, which would have increased imports to the hub.
Energy security, mainly securing alternative gas sources to Russia, has been high on the agenda for some time. Russia’s recent invasion of Crimea and Vladimir Putin’s general disdain for Western authorities, have only exacerbated the EU’s fears of being cut off. A potential new supplier for Baumgarten had seemingly been found in the Nabucco-West pipeline. Building it would have allowed gas from the Caspian Sea to be pumped from Turkey to Baumgarten and on to the rest of Europe. In the end, the group exploiting the gas opted to use the Trans-Adriatic Pipeline (TAP) and send the gas through Greece and Italy, where prices are higher.
Russian state energy company Gazprom and Austrian oil and gas group, OMV, one of the partners in Nabucco, began plans for South Stream – a pipeline that would allow Russian gas to circumvent its traditional route to Western Europe through Ukraine. This went the way of Nabucco, although for differing reasons. Russia’s demand for Gazprom to hold exclusivity over the pipeline is believed to have been the irreconcilable issue between the Kremlin and the Commission that halted development. OMV is reputedly looking at other options.
Away from pipelines, Austria’s power companies, like others in Europe, have been consolidating. The country’s two biggest utilities, Verbund and EVN, have both sold off power plants abroad as low energy prices caused by diminished demand and overcapacity have made some – especially gas-powered – plants unprofitable.
The legal market for projects in Austria tends to incorporate a mixture of firms. Larger domestic outfits, such as Wolf Theiss and Schoenherr; regionally strong international firms with a focus on energy and infrastructure, like CMS; and, a handful of environmental or public procurement boutiques, all have a share of the work.
Ben Naylor - Journalist - EMEA
Binder Grösswang’s strength in energy and infrastructure is in financing projects and public tenders.
The firm does not have a dedicated energy and infrastructure practice; mandates are generally handled by the corporate, regulatory or dispute resolution teams.
On transactions - M&A or financings – the lawyers who lead vary from deal to deal, but Stefan Tiefenthaler is the firm’s leading project finance specialist. On energy regulatory and arbitration matters, Johannes Barbist and Michael Kutschera respectively are the firm’s most prominent partners.
Energy work features prominently in the firm’s recent deal highlights. Most notably it assisted with several project financings in the sector on the side of the lenders. Among the transactions it concluded was Stephan Heckenthaler’s role as advisor to Prinzhorn Group and Erste Bank on financing the development of a cogeneration power plant in Dunaújváros in Hungary.
It has also been involved in several M&A deals. One sees Kutschera and Barbist advising on the possible merger of two domestic grid operators. Another transaction, which closed in 2014, saw Thomas Schirmer and Markus Uitz head the team representing an international client when it acquired a portfolio of renewable developments across CEE (Central & Eastern Europe).
CHSH Cerha Hempel Spiegelfeld Hlawati’s head office in Vienna handles energy and infrastructure project-related work through its public commercial and European law, and real estate and construction practices. Corporate partner Georg Konrad is one of the firm’s public law and infrastructure specialists.
Some of the more notable work the office does in both sectors relates to transactional corporate deals where regulatory or public law advice is also required. For example, in 2013, acting for longstanding client OMV, a Vienna team advised Austria’s largest oil and gas company on its acquisition of a stake in the now-aborted Nabucco pipeline project.
Recently, one of the more prominent mandates for the Vienna branch is Konrad and his team’s advice to Russian client Autostrade Tech, which is using a joint Austrian-Russian SPV to oversee the R26 billion contract it secured from the Russian highway agency to develop an electronic tolling system for heavy goods lorries in Russia.
CMS Reich-Rohrwig Hainz, the firm’s Austrian arm – like much of the firm’s CEE (Central and Eastern Europe) network – excels in project development. Head of the public procurement, public commercial and competition law practices for Austria and the firm-wide procurement group, Bernt Elsner, is one of the key figures for project development work relating to social infrastructure, or regarding construction issues. Other standout partners include Thomas Hamerl and Johannes Trenkwalder, who specialise in PPPs (public-private partnership) and renewables respectively.
In Vienna, the firm has secured key roles on some of the country’s most prominent infrastructure projects planned or underway in the country. These include advising the successful sponsors´ consortium and Strabag, as major subcontractor, on procurement procedure and negotiations for the $157 million PPP contract to develop a by-pass in Zwettl in 2014, on which Hamerl and Elsner led. Another headline road deal for the firm in 2014 was the route 6 Pristina- Hani i Elezit motorway in Kosovo. Hamerl worked with the Tirana and Cologne offices advising Kosovo’s ministry of finance on the €665 million deal.
The Vienna office’s energy work has been concentrated on renewables, with Trenkwalder and Hamerl, between them, leading on a mix of solar, wind and biomass work. A headline deal for Trenkwlader sees him representing CWP on the construction of the biggest wind park in Serbia; Hamerl, meanwhile, advised the general contractor on a FIDIC silver book contract with CEZ for constructing a biomass power plant in 2014.
DLA Piper Weiss-Tessbach added energy partner Andreas Gunst to the firm’s global projects group in late 2013. Recruited from Nabucco, where he was chief legal counsel, he works across the Vienna and London offices. At the same time as Gunst moved, Dubravka Grujić also joined from Nabucco. She specialises in energy and infrastructure project development.
Before the project’s cancellation, Gunst and his team provided regulatory advice and drafted commercial contracts for the joint venture between OMV and Gazprom on the development of the Austrian section of the South Stream pipeline.
Dorda Brugger Jordis has a strong public procurement and regulatory practice, led by Bernhard Müller. The domestic firm’s energy group is led by Stephan Polster, who also oversees the antitrust and competition, and telecommunications teams.
A good proportion of the firm’s 2014 highlights related to competition and antitrust matters, with the work including advice to clients in the power and transport sectors. One example was Verbund’s merger control proceedings relating to a renewable energy joint venture with German utility EnBW. Polster led the team advising the Austrian group in the hearing before the European Commission which was concluded successfully for the client.
Austria’s doubletax treaty with Brazil sees a number of companies from the South American state base their holding companies in the Central European jurisdiction, which the firm has taken advantage of. It has a decent Brazilian client base, which includes major corporations in the mining and oil and gas sectors. A recent example of the firm’s work for one such client saw Paul Doralt heading a team representing the Austrian based Malaysian, Brazilian and Norwegian joint venture, Sapura Seadrill, on structuring four vehicles that will lease deep-sea pipe laying vessels to Petrobras.
One of the firm’s significant projects sees Müller leading a team advising OMV on the tender for a contract for decontaminating wastedisposal sites.
At Fiebinger Polak Leon & Partner the primary contact for energy and infrastructure matters is name and founding partner Peter Polak.
The boutique’s small energy practice was quite significantly diminished recently. In February 2015 former joint team head, Thomas Starlinger, left with another of the firm’s energy specialists – and its competition head – Christian Mayer to launch Starlinger Mayer. In around seven years at the firm, Starlinger had, through his experience and expertise (he had previously been head of legal at OMV, Austria’s largest oil and gas business, where he worked for 15 years,) helped establish the firm as genuine expert in the gas sector. Given the proximity of his departure to the publication of this edition, it is difficult to judge the impact his leaving has had on the firm’s workload.
All the firm’s recent mandates are confidential. The work was mainly contentious - disputes, arbitration or competition – and predominantly in the energy sector.
The Vienna office of Freshfields Bruckhaus Deringer is, like the firm as a whole, particularly active and specialised in transactional corporate work. Co-head for the CEE (Central and Eastern Europe) region, Willibald Plesser, leads the energy group in Vienna, and is the office’s best-known specialist. His focus is also more on the transactional corporate side; however, he handles regulatory work too.
Most of the firm’s recent highlights have been corporate deals for energy clients. One example saw Plesser advising Cassa Depositi e Prestiti (CDP) on its ITO certification and the restructuring of its joint venture company, TAG, which owns the TAG pipeline in Austria.
Austrian utility EVN also required the firm’s assistance, mandating Plesser to advise on the sale of a water treatment plant in Moscow to Mosvodokanal, the city’s water supply and waste-water disposal company, for €250 million.
KWR Karasek Wietrzyk is known for its work in the construction sector, both in public procurement and disputes.
Partner Katharina Trettnak-Hahnl is the firm’s most recognised partner in the public law area. The firm’s energy and utilities practice is led by Thomas Rabl, who handles a mix of contentious, regulatory and public law matters.
In the energy sector the firm’s recent work has mostly been regulatory advice or disputes. One example of the former was Rabl’s advice to the independent advocacy group for the Austrian electricity industry on the implementation of new CHP provisions. The firm’s contentious matters have included representing OeMAG Ökostromabwicklungsstelle in several court proceedings relating to the renewable feed-in tariff under the Austrian Green Electricity Act (Ökostromgesetz).
Wolf Theiss has a strong public procurement team, active in both the energy and infrastructure sectors.
The firm’s base in Vienna is home to joint-head of the firm’s regional projects practice, Andreas Schmid. Co-heads of the firm’s regulatory and procurement group, Manfred Essletzbichler and Kurt Retter, are also based there.
The firm’s Vienna office has had a hand in several projects in the CEE (Central and Eastern Europe) region recently. One infrastructure deal saw Schmid heading a team representing a bank on a road PPP (public-private partnership). While, in the energy space, Retter and Christian Hoenig have been assisting Brandpower with the development and approval of three wind park projects in Carinthia.
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.
Schindler and Partners secured some notable private equity work in 2014. Among its highlight was advising the European Angels Fund, which is backed by the EIB (European Investment Bank), on joint investments with various financial investors. Another matter saw it assisting OpCapita with the acquisition of an Austrian business with a CEE network.
Elsewhere in the corporate space, the firm worked on several large cross-border reorganisations. One of the prominent deals saw it acting as Austrian counsel to the finance arm of Peugeot Citroen, Banque PSA, on the clients restructuring 11 European countries and its negotiations to enter into a joint venture with Banco Santander.
“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.