Penev LLP has one of the leading Tax, Finance, Banking and Capital Markets practices in Bulgaria providing comprehensive advice on a wide range of financial products and transactions. We understand the importance of capturing investment opportunities and strive to provide comprehensive workable solutions at every stage of their investment. Commercial companies regularly draw upon our team’s expertise to solve financing requirements and to structure and implement a broad range of financial transactions. Over the years Penev LLP has developed significant tax expertise, which is a valuable asset for clients wishing to ensure effective tax management, efficiency and transparency. We can assist domestic and international clients to structure their organization and way of doing business to minimize taxes and to take advantage of local tax-saving opportunities.
Our Banking and Finance clients include: Invitel International Bulgaria EOOD, Lewis Charles Sofia Property Fund Bulgaria EOOD, Deutsche Bank AG, the European Bank for Reconstruction and Development (EBRD), The Walt Disney Company, York Bulgaria Investments EAD, Kremikovtzi AD, Heitmannn Real Estate Investment Management and many others.
Below is a list of our advisory expertise together with some highlights of our representative transactions:
Debt-for-equity swaps;
We assist our clients to address cash-flow problems and financial distress by renegotiating and rescheduling their debt portfolio in order to improve or restore liquidity.
We have advised the EBRD on business negotiations, preparation of contractual documentation including drafting of a Loan Agreement, Equity Subscription Agreement and Shareholders Agreement in relation to their project “Boliari” in Bulgaria for the financing of the construction of shopping centers.
Provision of advice on transaction documents to a group of financial institutions with regard to EUR 325 million Secured Guaranteed Notes issued by Bulgaria Steel Finance B.V and guaranteed by Kremikovtzi AD.
We have advised the EBRD on business negotiations, preparation of contractual documentation including drafting of a Loan Agreement, Equity Subscription Agreement and Shareholders Agreement in relation to their project “Boliari” in Bulgaria for the financing of the construction of shopping centers.
Provision of advice on transaction documents to a group of financial institutions with regard to EUR 325 million Secured Guaranteed Notes issued by Bulgaria Steel Finance B.V and guaranteed by Kremikovtzi AD.
Structured finance;
We provide expert advice and knowledge about maximizing value in capital markets in the face of complexity and uncertainty caused by the global financial crisis and credit crunch.
We currently assist York Bulgaria Investments EAD in developing new structures and financial strategies to approach changing market conditions.
Provision of full spectrum of advice to Deutsche Bank AG on structured finance matters, derivatives – the “Leveraged OTC deposit linked to the Republic of Bulgaria” Project and the related State Saving Bank’s structured derivative contract.
Provision of advice to King Pharmaceuticals on the distribution of their product within Bulgaria.
We currently assist York Bulgaria Investments EAD in developing new structures and financial strategies to approach changing market conditions.
Provision of full spectrum of advice to Deutsche Bank AG on structured finance matters, derivatives – the “Leveraged OTC deposit linked to the Republic of Bulgaria” Project and the related State Saving Bank’s structured derivative contract.
Provision of advice to King Pharmaceuticals on the distribution of their product within Bulgaria.
Financing of mergers and acquisitions;
We assist our clients in devising appropriate arrangements for corporate acquisitions, buy-outs and merger financing. We provide a wide range of legal advice including representation, planning and structuring, due diligence and representation during the entire M&A process. Penev LLP assists clients in the drafting and execution of requisite agreements with respect to the client’s preferred method of M&A financing, such as Cash, Issue of Debt, Issue of Stock, or Shares in Treasury.
Provision of advice to and representation of AT&T Corp. on its merger with SBC Communications Inc.
Some of our representative transactions include a pioneer transaction for the Bulgarian capital market, namely assisting a major investor in the acquisition of Governmental Bond Portfolio for an amount exceeding EUR 1 million, including inter alia transaction structuring, preparation of related documentation, legal representation and transaction coordination with third party investment intermediaries.
Acting for US based fund Heitmannnn in its EUR 112 million acquisition, advising on all regulatory, corporate and commercial aspects of the transaction.
Representation of Enel S.p.A. in various bidding procedures, due diligence and closing and post-closing activities in their participation in the procedures for acquisition of TPP in Varna and Rousse.
Provision of advice and representation of AT&T on the Bulgarian aspects of their global USD 5 billion acquisition deal with IBM acquiring IBM’s global network business unit.
Provision of full spectrum of advice to Lenovo on the acquisition of IBM’s PC business.
Provision of advice to Shell International London on major international transactions pertaining to the Liquefied Petroleum Gas (LPG) business.
Provision of advice to IMS AG, Switzerland, on the acquisition of the software pharmaceutical business developed by the Bulgarian subsidiary of “MIS Consulting – Joint Stock Company” (Hungary).
Provision of advice to the Bulgarian Government in the structuring of the privatization procedure and legal analysis and related contractual documentation for the privatization of the largest pool of the government privatization program - the Balkancar Holding and its 18 subsidiaries.
Provision of advice to a consortium led by Charlemagne Capital Limited U.K. and Warburg Pinkus on their participation in the privatization of the Bulgarian Telecommunications Company.
Provision of advice to Bavaria Film GmbH in the privatization procedure of Boyana Film EAD.
Provision of advice to an international consortium led by ABN Amro on the privatization of the electricity distribution companies of Bulgaria. The work was supported by KPMG and Clifford Chance.
Provision of advice to the Consortium of Koç Holding, Turkey and Turk Telecom, Turkey for the final stage of the privatization of the Bulgarian Telecommunications Company.
Provision of advice and preparing due diligence for Deutsche Telekom AG on the privatization of the Bulgarian Telecommunications Company (BTC).
Provision of advice to and representation of AT&T Corp. on its merger with SBC Communications Inc.
Some of our representative transactions include a pioneer transaction for the Bulgarian capital market, namely assisting a major investor in the acquisition of Governmental Bond Portfolio for an amount exceeding EUR 1 million, including inter alia transaction structuring, preparation of related documentation, legal representation and transaction coordination with third party investment intermediaries.
Acting for US based fund Heitmannnn in its EUR 112 million acquisition, advising on all regulatory, corporate and commercial aspects of the transaction.
Representation of Enel S.p.A. in various bidding procedures, due diligence and closing and post-closing activities in their participation in the procedures for acquisition of TPP in Varna and Rousse.
Provision of advice and representation of AT&T on the Bulgarian aspects of their global USD 5 billion acquisition deal with IBM acquiring IBM’s global network business unit.
Provision of full spectrum of advice to Lenovo on the acquisition of IBM’s PC business.
Provision of advice to Shell International London on major international transactions pertaining to the Liquefied Petroleum Gas (LPG) business.
Provision of advice to IMS AG, Switzerland, on the acquisition of the software pharmaceutical business developed by the Bulgarian subsidiary of “MIS Consulting – Joint Stock Company” (Hungary).
Provision of advice to the Bulgarian Government in the structuring of the privatization procedure and legal analysis and related contractual documentation for the privatization of the largest pool of the government privatization program - the Balkancar Holding and its 18 subsidiaries.
Provision of advice to a consortium led by Charlemagne Capital Limited U.K. and Warburg Pinkus on their participation in the privatization of the Bulgarian Telecommunications Company.
Provision of advice to Bavaria Film GmbH in the privatization procedure of Boyana Film EAD.
Provision of advice to an international consortium led by ABN Amro on the privatization of the electricity distribution companies of Bulgaria. The work was supported by KPMG and Clifford Chance.
Provision of advice to the Consortium of Koç Holding, Turkey and Turk Telecom, Turkey for the final stage of the privatization of the Bulgarian Telecommunications Company.
Provision of advice and preparing due diligence for Deutsche Telekom AG on the privatization of the Bulgarian Telecommunications Company (BTC).
Asset finance
Penev LLP serves its clients in all aspects of the asset finance process. We assist in incorporation and registration of Special Purpose Vehicles and handle the securitization of asset-backed securities. Further, we advise on the issuance and sale of SPV securities and on bundling the underlying assets into a specified pool that will fit the risk preferences of the investors who might want to buy the securities. In addition, we support SPVs in the relations with banks in the process of paying back the financial institution that created the underlying assets, by using the proceeds from the sale of SPV securities.
Representation of group of bondholders in the preparation of Legal Due Diligence Report of Kremikovzi AD;
Acting for ?I?ECAM Group, one of the largest glass producers in Europe, on their USD 150 million investment in Bulgaria – the largest ever green field investment project in Bulgaria .. The project included obtaining a concession for the extraction of ores and the construction of a factory for the production of float glass in Bulgaria;
Advice to Heitmannn Real Estate Investment Management in relation to a EUR 10 million commercial development project.
Representation of group of bondholders in the preparation of Legal Due Diligence Report of Kremikovzi AD;
Acting for ?I?ECAM Group, one of the largest glass producers in Europe, on their USD 150 million investment in Bulgaria – the largest ever green field investment project in Bulgaria .. The project included obtaining a concession for the extraction of ores and the construction of a factory for the production of float glass in Bulgaria;
Advice to Heitmannn Real Estate Investment Management in relation to a EUR 10 million commercial development project.
Derivative products;
Penev LLP assists its clients in the field of over-the-counter derivatives (OTC) by drafting and advising on said contracts that are traded (and privately negotiated) directly between two parties, without going through an exchange or other intermediary. We consult our clients in products such as swaps, forward rate agreements, and exotic options, which are almost always traded OTC. In addition we advise on legal and regulatory matters related to Interest Rate Derivatives, Foreign Exchange Derivatives, Credit Derivatives, Equity Derivatives, Commodity Derivatives.
Provision of full spectrum of advice to Deutsche Bank AG on structured finance matters, derivatives – the “Leveraged OTC Deposit Linked to the Republic of Bulgaria” Project and the related State Saving Bank’s structured derivative contract.
Provision of full spectrum of advice to Deutsche Bank AG on structured finance matters, derivatives – the “Leveraged OTC Deposit Linked to the Republic of Bulgaria” Project and the related State Saving Bank’s structured derivative contract.
Tax-exempt financing;
We provide a wide range of legal advice with respect to tax-free vehicles such as mortgages or bonds. Penev LLP has expertise is in the process of negotiations with financing institution on the matters of Tax-Exempt Bond & Mortgage Financing qualification, Exempt Facilities, Eligible Uses of the Funds, Minimum and Maximum Size of Mortgages or Bonds, Loan Term and Rate, as well as Loan Fees involved.
Loans provided by foreign and local banks (including syndicated loans) to foreign and local borrowers;
Penev LLP advises clients on various types of loans, including without limitation, Underwritten Deals, Best-Efforts Syndication and Club Deals. In the field of syndicated loans we represent our clients in the entire process of negotiations with the group of lenders for the purpose of structuring and arranging respective credit facilities. Further, we consult the clients on the most suitable collaterals to be identified and granted to secure the loans.
Provision of advice to the EBRD on loan facilities in the amount of EUR 12 million and EUR 10 million.
Provision of advice to the EBRD including negotiations for and on behalf of the bank, preparation of contractual documentation including the drafting of a Loan Agreement, Equity Subscription Agreement and Shareholders Agreement in relation to their project “Boliari” in Bulgaria for the financing of the construction of shopping centers.
Provision of advice to ING AG, The Netherlands on financing, corporate and commercial matters in relation to cross border projects.
Provision of advice to the EBRD on loan facilities in the amount of EUR 12 million and EUR 10 million.
Provision of advice to the EBRD including negotiations for and on behalf of the bank, preparation of contractual documentation including the drafting of a Loan Agreement, Equity Subscription Agreement and Shareholders Agreement in relation to their project “Boliari” in Bulgaria for the financing of the construction of shopping centers.
Provision of advice to ING AG, The Netherlands on financing, corporate and commercial matters in relation to cross border projects.
Financial regulatory compliance;
We provide advice on the proper implementation and compliance with all legal requirements concerning securities and other financial instrument transactions including inter alia the execution of capital markets privatization procedures.
Advising Antenna on the sale of the rated-second TV Channel Nova Television to the media group of Modern Times Group on all aspects of the transaction, including but not limited to competition compliance and other regulatory matters, corporate and commercial aspects of the transaction.
Provision of advice and representation of AT&T Corp. before various Bulgarian banks on a SWIFT services related project.
Representation of Bridgepoint (UK) in the due diligence of JetFinance JSC.
Advising Antenna on the sale of the rated-second TV Channel Nova Television to the media group of Modern Times Group on all aspects of the transaction, including but not limited to competition compliance and other regulatory matters, corporate and commercial aspects of the transaction.
Provision of advice and representation of AT&T Corp. before various Bulgarian banks on a SWIFT services related project.
Representation of Bridgepoint (UK) in the due diligence of JetFinance JSC.
Insolvency and restructuring;
We provide experienced legal expertise to clients in protecting their creditors’ interests in insolvency proceedings, as well as advice on restructuring of indebted companies.
We currently protect the Dark Fibre IRU rights of Invitel International Bulgaria EOOD for an amount exceeding EUR 1 million in insolvency proceedings initiated against one of its contractors. The work includes negotiation with trustees, court representation and legal assistance generally.
We currently act for Lewis Charles Sofia Property Fund Bulgaria EOOD with respect to its claim for a declaration of insolvency of a major Bulgarian developer. The complex legal proceedings involve damages in the amount of approximately EUR 2.5 million.
We currently protect the rights of The Walt Disney Company in a complex case for the collection of an amount of approximately EUR 500,000 . The work involves handling insolvency proceedings against a major Bulgarian entertainment company acting as contractor of The Walt Disney Company.
We currently protect the Dark Fibre IRU rights of Invitel International Bulgaria EOOD for an amount exceeding EUR 1 million in insolvency proceedings initiated against one of its contractors. The work includes negotiation with trustees, court representation and legal assistance generally.
We currently act for Lewis Charles Sofia Property Fund Bulgaria EOOD with respect to its claim for a declaration of insolvency of a major Bulgarian developer. The complex legal proceedings involve damages in the amount of approximately EUR 2.5 million.
We currently protect the rights of The Walt Disney Company in a complex case for the collection of an amount of approximately EUR 500,000 . The work involves handling insolvency proceedings against a major Bulgarian entertainment company acting as contractor of The Walt Disney Company.
Working capital and fixed asset financing and refinancing;
Working capital financing is essential to any growing business. At Penev LLP we advise and/or represent our clients in their relationship with banks or other lenders to obtain working capital financing to improve their business' current cash flow.
We currently assist IBC Verwaltungsgesellschaft mbH in a planned share-purchase transaction with a value exceeding EUR 250,000 with one of the leading Bulgarian companies for the production and sale of mineral water. The work encompasses transaction structuring, drafting of transactional documentation, negotiation with potential buyers and handling of additional legal and administrative matters.
Provision of advice to Tishmann International Management Limited (UK) on a major investment project in Bulgaria.
We currently assist IBC Verwaltungsgesellschaft mbH in a planned share-purchase transaction with a value exceeding EUR 250,000 with one of the leading Bulgarian companies for the production and sale of mineral water. The work encompasses transaction structuring, drafting of transactional documentation, negotiation with potential buyers and handling of additional legal and administrative matters.
Provision of advice to Tishmann International Management Limited (UK) on a major investment project in Bulgaria.
Regulatory issues;
Penev LLP provides advice on the regulatory aspects of various financial issues. We help clients to manage successfully compliance requirements for investment banking, privatization and concession transactions and licensing necessary for certain commercial activities.
Provision of regulatory advice to Intergolf Inc., one of the leading golf course constructing companies in the world with regard to its business activity in Bulgaria. The work includes the establishment of a Bulgarian subsidiary, drafting and negotiating various contractual arrangements, provision of legal assistance in all corporate matters and liaison with relevant regulatory authorities.
Handling of negotiations with the Regulator on behalf of the local operation of Statkraft Markets GmbH in relation to their business activities in Bulgaria.
Provision of advice in relation to the bundled transaction undertaken by Shell with respect to the sale of its LPG business in Bulgaria, including inter alia negotiation with regulatory authorities.
Provision of advice to Macquarie Bank on regulatory and other statutory provisions relating to the provision of a range of investment banking, commercial banking and selected retail financial services markets in relation to the bank’s investment policy for the Bulgarian market.
Provision of advice to the largest bidder in a USD 200 million concession granting procedure on the water supply and sewerage system for the city of Sofia - the consortium of Vivendi, Berliner Wasser Betriebe and Marubeni.
Provision of regulatory advice to Intergolf Inc., one of the leading golf course constructing companies in the world with regard to its business activity in Bulgaria. The work includes the establishment of a Bulgarian subsidiary, drafting and negotiating various contractual arrangements, provision of legal assistance in all corporate matters and liaison with relevant regulatory authorities.
Handling of negotiations with the Regulator on behalf of the local operation of Statkraft Markets GmbH in relation to their business activities in Bulgaria.
Provision of advice in relation to the bundled transaction undertaken by Shell with respect to the sale of its LPG business in Bulgaria, including inter alia negotiation with regulatory authorities.
Provision of advice to Macquarie Bank on regulatory and other statutory provisions relating to the provision of a range of investment banking, commercial banking and selected retail financial services markets in relation to the bank’s investment policy for the Bulgarian market.
Provision of advice to the largest bidder in a USD 200 million concession granting procedure on the water supply and sewerage system for the city of Sofia - the consortium of Vivendi, Berliner Wasser Betriebe and Marubeni.