Tax, Finance and Banking

Penev LLP has one of the leading practices in Tax, Finance, Banking and Capital Markets, 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 financing of the construction of shopping centers.
We advised 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 on maximizing the value of the 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.
We counsel 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.
We advise King Pharmaceuticals on the distribution of their product in Bulgaria.

Financing of mergers and acquisitions;

We assist our clients in devising appropriate arrangements =r in 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 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.
We advised and represented AT&T Corp. on its merger with SBC Communications Inc.
Our work product includes pioneer deals for the Bulgarian capital market. We assisteda 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 a US based fund Heitmann on all regulatory, corporate and commercial aspects of the transaction.
We represented EnelS.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.
We advised and represented AT&T on the legal aspects of their global USD  5 billion acquisition deal with IBM acquiring IBM’s global network business unit. We counselled Lenovo on the acquisition of IBM’s PC business.
We advisedShell International London on major international transactions pertaining to the Liquefied Petroleum Gas  (LPG) business.
We advised IMS AG, Switzerland, on the acquisition of the software pharmaceutical business developed by the Bulgarian subsidiary of “MIS Consulting – Joint Stock Company” (Hungary).
We advised the Bulgarian Government, on the privatization of the largest pool of the government privatization program - the Balkancar Holding and its 18 subsidiaries.
We advised a consortium led by Charlemagne Capital Limited U.K. and Warburg Pinkus on their participation in the privatization of the Bulgarian Telecommunications Company.
We advised to Bavaria Film GmbH in the privatization procedure of Boyana Film EAD.
We advised 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.
We advised the Consortium of Koç Holding, Turkey and Turk Telecom, Turkey on the final stage of privatization of the Bulgarian Telecommunications Company.
We prepared 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 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;
We acted for 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;
We advised Heitmann 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,. We often recommend the implementation of a swap policy to help guide future decisions, we advise on , forward rate agreements, exotic options, which are almost always traded OTC, legal and regulatory matters related to Interest Rate Derivatives, Foreign Exchange Derivatives, Credit Derivatives, Equity Derivatives, Commodity Derivatives.
We counselled 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 in negotiations with financial institutions 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 negotiation process 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.
We advised EBRD on loan facilities in the amount of EUR 12 million and EUR 10 million.
We advised 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.
We advised 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.
We counselled 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.
We represented Bridgepoint (UK) on the due diligence of Jet Finance 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 project includes negotiation with trustees, court appearances and general legal assistance..
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.   PenevLLP advises and/or represents our clients in the process of obtaining working capital financing to improve their business' current cash flow.
We currently assist IBC VerwaltungsgesellschaftmbH 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 investment bankingcompliences, privatization and concession transactions and licensing necessary for certain commercial activities..
We represented Statkraft Markets GmbH in relation to their business activities in Bulgaria.
We advised 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.
We advised 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.
We advised a consortium between Vivendi, Berliner Wasser Betriebe and Ma on the bid of a USD 200 million concession on the water supply and sewerage system for the city of Sofia