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.

Below is a list of our advisory expertise:

  • Company Structuring;

  • Business and Financial Restructuring;

  • Shareholders’/ Stockholders’ Rights;

  • Shareholders’/ Stockholders’ Agreements and Disputes;

  • Tax Structuring and Tax Planning;

  • Private Equity and Venture Capital;

  • Commercial Agreements;

  • Deal Structuring and Due Diligence Analysis of M&A and other forms of corporate or financial reorganization;

  • Sale-purchase Agreements and other related transactional documents;

  • Representation in Merger Clearance Proceedings.

Some highlights of our representative transactions follow:

  • legal advice to CSC in their merger with the Enterprise Services business of Hewlett Packard Enterprise to create DXC Technology;

  • provision of legal advice to AT&T in their negotiations with the Bulgarian Government for the acquisition of 51% of the capital of the Bulgarian Telecom;

  • provision of advice and preparing due diligence for Deutsche Telekom on the privatization of the Bulgarian Telecommunication Company (BTC);

  • advising the Consortium led by Warburg Pinkus, Charlemagne Capital Limited (UK) and Saudi Ogier on the due diligence report of the Bulgarian Telecommunication Company and competition clearance procedure in the privatization;
     
  • provision of advice to Carlyle Group and the Consortium of Koç Holding, (Turkey) and Turk Telecom, (Turkey) for the final stage of privatization of the Bulgarian Telecommunication Company;
     
  • Penev LLP has been the sole legal advisor of Turkcell in an over USD 1 bn. restructuring deal for the acquisition of the Bulgarian mobile operator Vivacom. The acquisition of former monopoly operator Vivacom is said to be the most complex restructuring deal in the Bulgarian corporate history due to the several layers of debt in the Vivacom group. Penev LLP conducted due diligence and provided comprehensive legal advice to Turkcell covering various fields of the law. The role of our law firm stretches far beyond the legal aspects of the transaction to include project structuring and project management, and above all, key participation in the lead negotiation team;

  • advice to Houlihan Lokey on regulatory, financial and corporate matters relating to a distressed asset project in Bulgaria - Kremikovtsi AD;
     
  • acting for the US-based fund Heitman in EUR 112 million acquisition deal advising on all regulatory, corporate and commercial aspects of the transaction;

  • advice of one of the oldest fund managers - Elliott Advisors (having approx. $40.2 billion in assets) on the acquisition of private Bulgarian telecommunication satellite in orbit;

  • provision of advice in relation to the bundle transaction undertaken by Shell with respect to the sale of its LPG business in Bulgaria. The work included negotiating of various contractual arrangements, provision of legal assistance in all corporate matters, interrelations with the regulatory authorities;

  • on-going advice to GOODYEAR/DUNLOP on various commercial/consumer contracts and bank guarantees as well as legal representation in litigation, enforcement, and collection of outstanding receivables;

  • advice to DURACELL on consumer protection law and on promotional items and activities;

  • corporate and regulatory advice to Chevron regarding their local activities;

  • on-going legal support for CSC (now DXC Technology) on various corporate matters, such as change of managers and amendments and adoption of company bylaws;
     
  • full-scope representation of a major international port operator on development of a dry-port”/intermodal logistic facility in Bulgaria, including an application for government incentives for investors and negotiating joint venture agreement with a Bulgarian partner;
     
  • Penev LLP has been appointed as the leading counsel on the merger between Alpha Bank (Greece) and EFG Eurobank (Greece) in Bulgaria. We have provided comprehensive advice on corporate, M&A and antitrust matters as well as representation before the Commission on Protection of Competition and the Bulgarian National Bank;

  • corporate, tax and regulatory advice to GTA Petroleum on various matters, including excise & tax-free storage licensing;

  • acting for Bavaria Film GmbH on the privatization procedure of Boyana Film Studios;
     
  • we provided advice to the largest bidder in a USD 200 mln concession granting procedure on the water supply and sewerage system of the city of Sofia - the consortium of Vivendi, Berliner Wasser Betriebe and Marubeni;
     
  • general legal assistance to the American University in Bulgaria on corporate governance matters and various legal agreements;
     
  • provision of the full spectrum of legal services to Cisco Systems on their activities in Bulgaria;
     
  • drafting the local contractual documentation for the establishment of the distribution businesses in Bulgaria of Chanel, Christian Dior, Estee Lauder, Lacoste, and other major international brands;
     
  • advice to Siemens AG on the legal implications in Bulgaria of the planned spin-off of the company's energy business;
     
  • provision of corporate advice to Indesit (Italy);
     
  • advising Standard Commercial Tobacco Corp. in relation to their merger with Dimon to create the world largest tobacco leaves processing company;
     
  • corporate structuring, advice, and registration of a local subsidiary of Swiss-based Vereign AG as an e-trust company;
     
  • provision of advice to the German hypermarket chain Kaufland in establishing its business in Bulgaria;
     
  • provision of corporate advice to Toshiba;
     
  • advising Antenna on the sale of the second rated 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;
     
  • legal and corporate advice to Alliance One Tobacco on a wide range of legal issues on the acquisition of a tobacco processing factory and our lawyers have participated in numerous matters related to the firm’s activities;
     
  • Penev LLP has represented Garanti Koza, a leading Turkish land development and construction company, on their entering the Bulgarian market;
     
  • advice to McDonald's on their franchise agreement with the local franchisee;
     
  • corporate structuring, advice, and registration of a local subsidiary of Japan-based DENKI TETUSHIN KOUGYOU Co. Ltd a highly‑specialized manufacturer of iron cores for transformers (since 1942);

  • provision of corporate advice to Perma France;

  • corporate and regulatory advice and assistance to RIUSA II SA (operates a chain of hotels and resorts worldwide);

  • full-scope representation in winding-up of a couple of Bulgarian companies in conjunction with L Papaphilippou & Co LLC, Cyprus;
     
  • provision of advice on the corporate, labor and tax aspect of the merger of the seven Coca Cola distribution companies in Bulgaria into one company;
     
  • representation of a group of bondholders in the preparation of a Legal Due Diligence Report of Kremikovtsi AD;
     
  • representation of Bridgepoint (UK) in the Legal Due Diligence Report of JetFinance JSC;
     
  • acting for AT&T Corp. on their worldwide merger with SBC Communications Inc.;
     
  • acting for Coca-Cola Hellenic Bottling Company Plc. on the acquisition of Bankya Mineral Waters Bottling Company;
     
  • acting for Lenovo on the acquisition of IBM’s PC business;
     
  • provision of advice to IMS AG (Switzerland) on the acquisition of the software pharmaceutical business developed by the Bulgarian subsidiary of MIS Consulting JSC (Hungary);
     
  • provision of legal and tax advice to Standard Commercial Tobacco Inc. in relation to their establishment in Bulgaria;
     
  • provision of advice to Phalkan Pfife Capital (US) on the acquisition of an LPG distributor;
     
  • assisting IBC Verwaltungsgesellschaft GmbH in a planned share-purchase transaction with a value exceeding EUR 250.000 with one of the leading Bulgarian companies for production and sale of mineral water. The transactional work encompasses transaction structuring, drafting of transactional documentation, negotiation with potential buyers and handling of related regulatory and administrative matters;
     
  • providing advice and assistance to Finis Inc. on 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, double taxation;
     
  • 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 Kremikovtsi AD;
     
  • provision of advice 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;
     
  • provision of ongoing advice to Statkraft Markets GmbH in relation to their business activity in Bulgaria, inter alia day-to-day commercial matters, handling of negotiations with regulatory authorities, etc.;
     
  • provision of advice to Tishmann International Management (UK) in relation to various investment projects in Bulgaria;
     
  • establishing a representative office of Moeller and advice on the related business issues such as distribution, representation, etc.;
     
  • provision of advice on the incorporation of a special vehicle company involving the 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 the Shareholders Agreement (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);
     
  • provision of advice to Kodak Polychrome Graphics  (KPG) on the corporate governance project relating to KPG’s subsidiaries in Bulgaria- Kodak Polychrome Graphics AD and Polychrome POP AD;
     
  • provision of advice to IMS AG (Switzerland) on setting up their business in Bulgaria;
     
  • provision of advice to Albena Holdings and Metalsnab Holding on corporate and regulatory matters;
     
  • legal advice to Viva Consult and A and B Consult regarding the transfer of title;
     
  • legal advice on the merger between Heli Invest and Notos;
     
  • provision of a 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;
     
  • provision of advice to Southeast Europe Equity Fund on equity-related matters.