Allen & Overy has advised London-based Infracapital, the infrastructure investment arm of M&G Investments, controlled by Prudential PLC, on its acquisition of 100% of the Slovak utility company GGE a.s. from Slovakian privately-held conglomerate Grafobal Group. Additional legal advice to Infracapital was provided by BDK (on Serbian and Montenegrin due diligence), Sayenko Kharenko (on the Ukrainian carve-out), and by Ganado Advocates (in Malta). White & Case advised Grafobal on the deal, and CMS advised the financing banks.
The transaction was negotiated and agreed on a bilateral basis under exclusivity. The purchase price was undisclosed, but A&O describes it as "one of the larger infrastructure deals for [Slovakia].” The deal closed on September 21, 2015.
GGE’s activities primarily consist of the production and distribution of heat and electricity using natural gas fuelled Combined Heat and Power (CHP) plants across Slovakia, provision of electricity balancing and power/frequency reserve services, and supply of electricity and gas in Slovakia, the Czech Republic, Serbia, Poland, and Hungary.
A&O’s team was led by Partner Hugh Owen. The A&O Financing team was led by Partner Renatus Kollar (on Slovak law aspects) and Counsel Attila Csongrady (on English law aspects), with support from Senior Associate Matus Kudlak, and Associates Rudolf Pfeffer and Martina Kasemova. The A&O Bratislava Corporate team was led by Associate Tomas Bury and, following his secondment to A&O London, by Senior Associates Vojtech Palinkas and Ivan Kisely. Senior Associate Katarina Matulnikova led the employment/incentives part, assisted by Lawyer Nora Sajbidor and Partner Paul McCarthy. UK corporate advice on the UK structure (holdcos, subscription, loan notes and management roll-over) was led by Senior Associates Luke Nicholls and Jessica O'Hara from A&O Perth. W&I insurance advice was provided by Partner Aaron Kenevan and Lawyer Adnan Husaini from A&O Sydney. Assistance from A&O Warsaw was led by Senior Associate Lukasz Lech, from A&O Budapest by Junior Lawyer Tamas Kubassek, and from A&O Prague by Associate Ondrej Kramolis. Further assistance was provided by Partners Matt Townsend and Nick Williams and Senior Counsel Craig Cohen on AIFMD, OFAC, FATCA, and sanctions advice, and by Associate Livia Talenti on New York law.
The BDK team advising Infracapital on Serbian and Montenegrin due diligence and regulatory matters was led by Partner Dragoljub Cibulic, and included Associates Dragoljub Sretenovic, Slobodan Trivic, and Marija Doci.
The White & Case team advising the Grafobal Group consisted of, in Bratislava, Partner Marek Staron, Local Partner Juraj Fuska, and Associates Zoran Draskovic, Simona Rapava, and Radoslav Palka, and in Prague, Partner Damian Beaven and Associate Jan Stejskal.
The Sayenko Kharenko team consisted of Senior Associate Oleksandr Nikolaichyk and Associates Oksana Andronyk and Julia Kuyda.
Infracapital was also advised by Erste Bank (on finance), Deloitte (on the structure), EY (on finance and tax due diligence), Willis (on insurance due diligence), and Arup (on technical due diligence). Grafobal received financial advise from Corpin. The W&I Insurer was XL Catlin, and the broker was Locktons.
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