M&A and Corporate

Penev LLP’s corporate and M&A practice is focused on innovative, results driven commercial advice with partner-level attention. Our team combines legal skills, creativity and practical business experience accumulated over the years of supporting some of the most significant deals in the marketplace. Our client base includes world leading businesses, as well as start-up and growing companies operating in various industry sectors such as telecommunications and media, IT, pharmaceuticals, renewable energy, textile manufacturing and distribution, real estate and infrastructure, and rail and air transportation. We are actively engaged in mergers, acquisitions, joint ventures, tax structuring, tax planning, with particular emphasis on corporate restructuring following the recent changes in the economic landscape. Our main goal is to negotiate, structure and implement our clients’ business transactions in a cost efficient manner to help them face new market challenges.

Some of our clients in the Corporate - M&A area are: AT&T Global Network Services Corporation, Inditex S.A. Group - ZARA Bulgaria, Bershka Bulgaria, Stradivarius Bulgaria, Pull&Bear Bulgaria, Oysho Bulgaria, Lewis Charles Sofia Property Fund Bulgaria EOOD, The Walt Disney Company, Antenna, Heitmannnn, Kremikovzi AD, Standard Commercial Tobacco Inc., Bridgepoint (UK), Coca-Cola HBC Plc., Lenovo, Shell International London, IMS AG Switzerland, Phalkan Pfife Capital US, International Estate Development S.A., IBC Verwaltungsgesellschaft mbH, Pantel International  AG (formerly Invitel), Finis Inc., Intergolf Inc., Statkraft Markets GmbH, Shell, King pharmaceuticals, Tishmann International Management Limited (UK), Kodak Polychrome Graphics  (KPG), HIT Hypermarket EOOD, METRO Cash & Carry Bulgaria Ltd., EATON Industries (formerly Moeller Electric) and many others.

Below is a list of our advisory expertise together with some highlights of our representative transactions:

Company structuring;

Our attorneys advise clients on a variety of corporate matters, including incorporation, structuring and operation of Sole Proprietoryship, Corporations, Limitted Liability Companies, Pertnership formation and contract negotiation. , execution and termination, as well as general day-to-day corporate issues.
Our expertise includes: negotiation, drafting and execution of lease agreements for retail spaces in large shopping centers such as Serdika Centre, Carrefour Tzarigradsko Mall, Grand Mall Varna, Galeria Stara Zagora Mall for members of Inditex S.A. Group, and  assistance in Escrow transactions therefor;
assistance to AT&T in trans-border novation transactions for mobile, data transmission and PSTN services, including negotiation with the two major telecom providers in Bulgaria, counselling on the legal concept of novation and its consequences as per Bulgarian legislation and post transaction follow-up.
We adviseStatkraft Markets GmbH on commercial matters, interrelations with the regulatory authorities, contractors, etc.
We handle general corporate and commercial issues for Zagorka AD (Heineken group) and we represent the firm before the Commission on Protection of Competition in relation to the company’s advertising and promotion campaigns.

Business and financial restructuring

Penev LLP explores various business and financial restructuring schemes such as debt to equity swaps, repayment plans, reorganization of financial assets and liabilities, thus creating the most beneficial financial environment for our clients.
We represent:Black Sea Properties Ltd., VT Developments Ltd., Residential Properties Bulgaria Ltd., BG Mountin Resorts Ltd., City Estates Ltd., Estates Investments Ltd., Bankya Estates Ltd. in successful debt for equity swaps.

Shareholders’/ Stockholders’ rights

We representIBC Verwaltungsgesellschaft mbH, Lewis Charles Sofia Property Fund Bulgaria EOOD on the exercise of voting rights, Derivative actions, convening shareholders’ meetings, representation at shareholders meetings, Proxies and  appealing shareholders decisions.

Shareholders’/ Stockholders’ agreements and disputes

We address various issues concerning company formation, rights of control, dividend policy, liquidation, dissolution, and issues related to shareholder agreements and related disputes.
Provision of advice on possible scenarios of incorporation of special purpose vehicles involving the following shareholders: Attica Media Bulgaria Ltd. (the local publisher of « Playboy » and «Grazia» magazines), Balkan News Corporation EAD and a local Bulgarian advertising and media company; advice on Articles of Association (including but not limited to the Default Call Option and Default Put Option hypothesis, the rights attributable to the Preferred shares, the minority shareholders rights of BNC, other related matters) and the management structure of the new company.

Tax structuring and tax planning

In order to stay in compliance with the existing national and EU lawsour lawyers advise on tax structuring and tax planning at the preliminary stage of transactions. We provide workable tax solutions reflecting clients’ objectives and market goals.
We  assist Finis Inc. on the commercial, regulatory, tax and employment aspects of their business operations in Bulgaria, including but not limited to advice and representation related to corporate amendments, commercial contracts, tax compliance, permanent establishment and double taxation.
In the past we have also provided advice on transaction documents to a group of financial institutions with regard to EUR325 M Secured Guaranteed Notes issued by Bulgaria Steel Finance B.V. and guaranteed by Kremikovtzi AD.

Private equity and venture capital

Our attorneys provide a wide range of services to domestic and international companies on all aspects of private equity fund formation and deals relating thereto. We are experienced in creating fast, effective and working strategies to conclude transactions successfully and efficiently. 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. We advised Deutsche Bank AG on structured finance matters, derivatives – “Leveraged OTC deposit linked to the Republic of Bulgaria” Project  and related State Saving Bank’s structured derivative contract.

Commercial agreements

We advise suppliers and customers on a wide range of commercial agreements across many different sectors such as telecommunications and media, IT, energy and renewable energies, pharmaceuticals, textile manufacturing and distribution, real estate and infrastructure, transportation, etc. Some of our representative transactions include:
We advise to Intergolf Inc., one of the leading golf course construction companies in the world in relation to their establishment in Bulgaria, including inter alia registration of a Bulgarian subsidiary, drafting and negotiating of various contractual arrangements, general corporate assistance and liaison with relevant regulatory authorities.
We have provided advice in relation to the bundled transaction undertaken by Shell with respect to the sale of its LPG business segment in Bulgaria. including negotiating of various contractual arrangements, and liaison  with relevant regulatory authorities.

Deal structuring and due diligence analysis of M&A and other forms of corporate or financial reorganization

Our attorneys are experienced in handling complex due diligence analysis and assessment of business proposals and identification of potential legal flaws in a transaction. We consider the specifics and target goals of each business and we strive to minimize the risks and manage them efficiently. 
We represented a group of bondholders in the preparation of Legal Due Diligence Report of Kremikovzi AD.
We represented Bridgepoint (UK) in the due diligence of JetFinance JSC.
Enel S.p.A.  in various bidding procedures, issues on due diligence closing and post-closing activities in their participation in the procedures for acquisition of TPP in Varna and Rousse.

Sale-purchase agreements and other related transactional documents

Penev LLP advises and represents clients in the negotiation, purchase and sale of businesses, formation of joint ventures and alternative forms of partnerships.
We provide the full spectrum of legal services to Bulgarian subsidiaries of International Estate Development S.A., including negotiation and drafting of complex share-purchase agreements, tax compliance, share capital increase via in-kind contributions and real estate advice.
We have assisted 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 project encompasses transaction structuring, drafting of transactional documentation, negotiation with potential buyers and handling of additional legal and administrative matters.

Representation in merger clearance proceedings

We advise and represent clients in merger and acquisitions by obtaining clearances from the Bulgarian competition authority and completing post-closing matters.
We have advised Antenna on the sale of the rated-second TV Channel Nova Television to 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.
We have acted for a US-based fund Heitmannnn in a EUR 112 million acquisition deal advising on all regulatory, corporate and commercial aspects of the transaction.
Representation of group of bondholders in the preparation of Legal Due Diligence Report of Kremikovzi AD.
We have provided advice (both corporate and tax) to Standard Commercial Tobacco Inc. on its establishment in Bulgaria and its merger with Dimon to create the world’s largest tobacco leaf processing company.
We have representated Bridgepoint (UK) in the Legal Due Diligence Report of JetFinance JSC.
We have been acting for AT&T Corp. on their worldwide merger with SBC Communications Inc.; for Coca-cola HBC Plc. on the acquisition of Bankya Mineral Water Bottling Company; acting for Lenovo on the acquisition of IBM’s PC business; acting for Shell International London on major international transactions pertaining to the LPG (Liquefied Petroleum Gas)  business; We have advisedIMS AG on the acquisition of the pharmaceutical software business developed by the Bulgarian subsidiary of “MIS Consulting – Joint Stock Company” (Hungary); Phalkan Pfife Capital, US on the acquisition of an LPG distributor.