attorneys and counsellors at law

Andonov & Radinska

Below is an excerpt of some of our representative experience.  Should you need more detailed information on our experience please contact office@andonovradinska.com.

Full legal advisory work for one of the biggest real estate developments ever realized in Bulgaria, officially certified in 2005 by the Government of Bulgaria as “a priority investment project” with a total built up area of about 65 000 sq.m. and a market valuation as per the press releases of around EUR 80,000,000. Project status: successfully completed and operational.

Our legal work included inter alia advising and drafting of the project management agreement, exclusive lease agent agreement, architectural and design works agreement, demolition contracts, construction contracts, statutory independent supervision contract, independent engineers contract, master lease agreement, master service agreement, over 200 individual lease and service agreements, utilities contracts, PR and advertisement agreements, trade marks registrations, license agreements, radio programs agreements, other IPR works, etc.

We also advised on the joint venture and shareholders agreement among the original shareholders in the project and the related shareholders loans and acquisitions of and disposals with shares.

We were the legal counselors of the project company and its shareholders in the project financing bank loan and its securitization and the subsequent working capital bank financing and securitization.

Mall of Sofia Development (shareholders: General Electric Real Estate and Quinlan Private)

Experience

“Residential Park Sofia”, sponsored by its majority shareholder Lindner AG, Germany, is one of the biggest housing real estate projects ever undertaken in Bulgaria. The multi-million project is performed on a land plot of 260,000 sq.m. and will include about 205 buildings with 1,000 housing units, 194,000 sq.m. total built-up area, own infrastructure, commercial and entertainment facilities.

A&R are entrusted to be the lead legal advisor and to draft the major contracts related to the project start-up. Our legal work included inter alia master pre-sale contract, master sale contract (deed), master service and maintenance contract, house rules and regulations, infrastructure advice, project structuring advice, various real estate, zoning and related advice.

 

Residential Park Sofia Development (shareholder: Lindner AG, Germany)

We acted as the special Bulgarian legal counsel of Belvedere S.A. (France) on all aspects related to the Bulgarian law and Belvedere’s Bulgarian group of subsidiary companies in respect of Belvedere Group’s bridge financing from Credit Suisse at the amount of EUR 265,000,000 for the purpose of the acquisition by Belvedere S.A. of Marie Brizard (France) and Roger International S.A. (France).

Belvedere Group Financing

We acted as the legal counsel of UK lenders in their project financing loans and related securitization, extend  for  the construction and development by the borrower of a modern hotel at Black Sea side.  We advised on the loan structure (legal aspect), drafted the project loan agreements and security documentation.

Hotel Project Financing

Full legal advice and assistance with respect to all legal matters related to the construction, letting, maintenance and operation of a 10,000 sq.m. class A office building in the downtown of Sofia. Our legal work includes inter alia preparation of the master lease agreement, master service and maintenance agreement, assistance in letting negotiations, architectural, design, construction and supervision agreements.

 

Sofia Office Tower Development (shareholders: General Electric Real Estate and Quinlan Private)

We advised and assisted to the Municipality (local government) of the Town of Stara Zagora (one of the biggest Bulgarian cities) in the restructuring of its joint venture with a private developer in respect of the construction and exploitation of the gas network of the whole town.  Our legal work included inter alia restructuring of the shareholders loan agreements, new loan agreements, new shareholders agreement, transformation of the project company from a limited liability company into a joint stock company, new statutes, issue of privileged redeemable  shares for the municipality, assistance in negotiations.

Gas Network Infrastructure PPP

We advised and assisted to the private partner (a joint venture between General Electric Real Estate and Quinlan Private) in a PPP project with Sofia Municipality in respect of the construction of a water and sewerage main pipeline in the centre part of Sofia.  Our legal work included inter alia advice on the mandate contract with Sofia Municipality for the construction of the infrastructure utilities, representation at the negotiations with the municipal authorities, drafting and negotiating the construction contract with the general contractor and related securities, drafting of the statutory independent supervision contract and the project related consultancy contracts, advice on the contract with the insurance agent.

Water and Sewerage Infrastructure PPP

We acted as the legal counsel of Raiffeisen Leasing in a multimillion long-term lease-back financing of an office building in Sofia.  We advised and redrafted the lease back agreement, advised on the security structure and security documentation.

Lease Back Financing of an Office Building

We acted as the Bulgarian legal counsel of a consortium of Dutch and Israeli companies in respect of their share-purchase acquisition of Rilon Bulgaria AD, a company performing a EURO 42,000,000 (cost only) shopping mall project in the town of Plovdiv. We were entrusted with the full scope legal due diligence, transactions structuring advice, assistance, review, comments and advice on the related joint venture and share purchase agreements from the perspectives of Bulgarian law, target company’s restructuring, closing and post closing assistance.

Acquisition of a Shopping Mall Company

We acted as the lead legal counsel of acquiring company in a share acquisition of the majority stake in a leasing company. We performed the legal due diligence, transaction structuring (legal aspects), drafted the share purchase agreement the transaction related auxiliary agreements and assisted at closing.  Subsequently, following the leasing company restructuring, we acted as the lead legal counselors of the majority shareholder in its exit sale.

Acquisition of a Leasing Company

We acted as the lead legal cousel of Bevedere Bulgaria (a member company of Belvedere S.A. Group, France) in the contemplated acquisition of two Bulgarian wineries.  We drafted the letters of intent, non-disclosure agreements, performed the legal due diligences, and advised on transaction structuring and documentation.

Acquisition of Winery Companies

We advised the majority shareholder in the fastest growing supermarkets chain in Sofia on its joint ventures with two Dutch and UK assets investment funds and related shares dispositions. Our work included inter alia review, structuring and drafting of investment and shareholders agreements, share purchase agreements, put and call options, statutes, etc. We also advised on the major contracts related to the supermarket’s expansion - real estate, premises and other assets acquisitions, rent and lease agreements, management agreements, consultancy agreements, trade marks and other IPR contracts and registrations, advertisement agreements, software contracts, license agreements, etc.

Supermarket Chain Joint Venturing and Development

We advised a group of Irish investors in their joint venture with another group of Irish investors for the realization of EUR 16,000,000 apartments, commercial and entertainment project in Sunny Beach Resort at Black Sea side.  Our work included inter alia review, structuring and drafting of investment and shareholders agreements, share purchase agreements, SPV’s statutes, shareholders’ project financing loan agreements, related security documents, etc.

Sea Side Residential, Commercial and Entertainment Development Joint Venture

We advised a group of Irish investors in the acquisition of a land plot in Sunny Beach Resort at Black Sea for the development of EUR 16,000,000 apartments, commercial and entertainment project.  Our legal work included inter alia full title review and due diligence, advise on transaction structuring and securitization of the assets purchase, assistance in the negotiations with the seller.

Sea Side Residential, Commercial and Entertainment Development

We advised and assisted Scania in the acquisition of 6 land plots in Sofia and Bourgas for the construction and operation of Scania’s trucks and vehicles workshop (maintenance and repair) facilities.  Our legal work included inter alia full title review and due diligence, advise on transaction structuring and securitization of the assets purchase, assistance in the negotiations with the seller.

Scania Workshop Facilities (shareholders: Scania Bulgaria / owned by Scania Sweden)

We advised and assisted Intersnack in the acquisition of 2 land plots in Sofia for the construction and operation of food production facilities.  Our legal work included inter alia title review and due diligence, advise on transaction structuring, drafting of the presale contract and buy-option agreement, assistance in the negotiations with the seller.

Intersnack Factory Development (shareholder: Intersnack Bulgaria / owned by Intersnack Germany)

We advised the structuring and formation a lease company in Bulgaria for Scania Credit (Sweden) to perform leases of heavy trucks and other vehicles of the leading Swedish producer SCANIA. Our work included inter alia registration of the lease company at the court and at Bulgarian National Bank, drafting of the master lease agreements, master sale contracts, employment and management contracts, suppliers contracts, refinancing contracts, insurance contracts, etc.

Lease Company Formation and On-going Advice (shareholder: Scania Credit, Sweden)

We advised the structuring and formation of an international joint venture among developers and financial institutions for the participation in a public tender held by the Ministry of Defense in respect of the tender sale of 34,000 sq.m. real estate in Sofia. We were in charge for the preparation of the joint venture agreements, sponsors’ loans, due diligence of the real estate, preparation of the tender bid documentation, compliance with the statutory and tender regulations and represented the joint venture in its EUR 8 mln. bid at the tender procedure.

Real Estate Public Tender Assistance and Joint Venture

We advised the structuring and formation a cinema and IMAX operator in Bulgaria, member of Cinema City International B.V. Group, The Netherlands - one of the biggest cinemas operator in CEE and Israel. In Bulgaria the Group commenced operation of a cinemas complex with 12 screens in Sofia and the first MAX theater in Bulgaria.  Our work included inter alia registration of the Bulgarian subsidiary, drafting of the management and employment contracts, personnel lease agreements, registration of trade marks, advertising agreements, cinemas licensing assistance, film distribution contracts, cinemas lease agreements, etc.

We also advised on the project loan financing from DSK Bank in respect of the construction, equipment and operation of the cinemas and IMAX theater.

Cinemas Complex and IMAX Operation and Financing (shareholder: Cinema City International B.V.)

We acted as the Bulgarian special counsel to companies from Bedminster Capital Management Group (an investment adviser of Soros Investment Capital LLC) in respect of the acquisition and development of a directories business in Bulgaria from a major telecom operator. Our work included advice and assistance on the directories acquisition, multilateral license agreements, data protection regulations, copyrights transactions, IPR researches , formation of the project company, office lease agreements, drafting of the management and employment contracts, registration of related trade marks and domains, drafting of the master sales contracts, on-going advice and assistance in respect of the legal aspects of the development of the directory business, corporate status, advertising, IPR, software license agreements, other contracts, etc.

Golden Pages Directories Business (shareholder: Bedminster Capital Management, USA)

We acted as the legal counsel to the Czech construction company Zakladani Staveb a.s. in the EUR 10,000,000 infrastructure public tender organized by the Bulgarian Ministry of Regional Development and Public Works for the project: “Black Sea Reinforcement Project, Landslide Stabilisation in Trakata area, Varna”. We also assisted the client in its construction joint venture agreement with the local partner.  The tender was awarded to our client.

Road Stabilization Infrastructure Project

We acted as the legal counsel to Quinlan Nominees Ltd. (Ireland) and its Bulgarian subsidiary Quinlan Moskovska EOOD in respect of the multimillion acquisition of 100% of the shares in Abrotea Bulgaria AD, the latter being a member of Ashtrom Group. The acquired company is the owner of a prominent Class A office tower in the downtown of Sofia, fully let to tenants like: The Embassy of the United Kingdom, The Embassy of Canada, The Delegation of the European Commission in Bulgaria, etc. Our work included full legal due diligence, transaction structuring advise, formation of SPV, transaction documentation consulting and drafting (share purchase agreement, escrow agreement, other auxiliary agreements), assistance in negotiations, closing and post-closing process. The acquisition transaction was successfully closed.

We also advised and assisted to the client in the post acquisition corporate restructuring of the acquired company and the major agreements related to it (e.g., management agreement, maintenance agreement, major subcontractors agreements, etc.).

Acquisition of Abrotea Bulgaria AD and related corporate restructuring (acquirer: Quinlan, Ireland)

We acted as the legal counsel of Quinlan Nominees (Ireland) and its Bulgarian Subsidiary Quinlan Moskovska EOOD in respect of EUR 10,000,000+ financing from Alpha Bank (Greece) for the purposes of the financing of acquisition of a Bulgarian company, owner of a Class A office tower in Sofia (see above), and all of its project loans refinancing. Our work included advice and assistance in the negotiations with the financing bank, loan documentation, security structuring, documentation, registration and perfection. The financing was successfully extended.

Project Financing and Refinancing of an Office Tower Development

We acted as the legal counsel of M.Z.V. Limited (Israel), a leading construction equipment manufacturer, and its Bulgarian subsidiaries in the acquisition by a Bulgarian Municipality through a public tender of about 150,000 sq.m. for the building and exploitation of a construction equipment factory. Our work also include advice and assistance on the project development documentation and the related Bulgarian regulations.

Construction Equipment Factory

We acted as the legal counsel of Yellow Book (USA) in respect of the formation of a Bulgarian subsidiary and its corporate structuring. The subsidiary’s purpose is to develop software and web-site application. We also advised and assisted the client in the letting of its office premises in Sofia and the major services and products agreements.

Yellow Book software and web-site application business in Bulgaria (client: Yellow Book, USA)

We acted as the legal counsel of a joint venture between Ocif Eastern Europe Limited (an Israeli public company) and IT International Theaters (Israel) in the acquisition of land plots in Sofia for the development of Class A offices complex of about 20,000 sq.m. and value of about EUR 22,000,000. Our work included real estate due diligence and title review, acquisition structuring, advice and drafting of letters of intent, preliminary real estate sale-purchase contracts, buy-options, escrow agreements, advice on real estate, zoning and construction regulations, etc. We were also involved in the shareholders’ joint venture structuring and the related formation of a Bulgarian SPV. The acquisition was successfully performed.

A&R is currently in-charge for the overall project legal advisory work and documentation (rezoning agreements, architectural and design work agreements, construction contracts, lease agreements, service and maintenance agreements, project management and maintenance agreements, letting agents agreements, bank financing agreements, etc.). We are also in charge for all Bulgarian corporate matters related to the development.

A&R provided official legal opinion to the Israeli Stock Exchange in respect of the project, its prospectus and listing.

Class A Offices Development (shareholders: Ocif Easter Europe and International Theaters)

A&R is the lead Bulgarian legal advisor to the Mall of Plovdiv project. The Euro 100 million commercial, cultural and entertainment center in the second biggest Bulgarian city is being developed by a joint-venture among General Electric Real Estate (USA), Quinlan Private (Ireland), Cinema City International (The Netherlands), OCIF Investment and Development (Israel) and a couple of minor investors.

Our legal work includes inter alia advising and drafting of the project management agreement, exclusive lease agent agreement, architectural and design works agreement, construction contracts, statutory independent supervision contract, independent engineers contract, master lease agreement, master service agreement, over 200 individual lease and service agreements, utilities contracts, PR and advertisement agreements, trade marks registrations, license agreements, radio programs agreements, other IPR works, etc.

We acted as the legal counselors of the project company and its shareholders in the project financing bank loans and their securitization.

Mall of Plovdiv (shareholders: GE Real Estate, Quinlan Private, CCI and OCIF)

In 2007 a joint venture between Cinema City International NV, a Dutch publicly listed company, and OCIF Eastern Europe Ltd, a SPV of the Israeli publicly listed OCIF Investment and Development Ltd, acquired 90% of a textile factory in the Bulgarian city of Ruse in consideration of Euro 32 million.

Andonov & Radinska Law Firm acted on behalf of both acquirers as their Bulgarian legal advisor in all stages of the acquisition – transaction term sheet, transaction structuring, legal due diligence, acquisition documentation, representation in negotiations, transaction closing. Following the advice of A&R, to avoid the transfer of any contingent liabilities to the acquirers, the transaction was performed as an assets acquisition using an SPV company set up by the acquirers, 10% of which were acquired by the seller as part of the deal.

In addition to its full-scope M&A involvement, A&R was also appointed by the acquirers to perform all corporate legal work related to the investment: formation of the transaction SPV company, structuring and drafting the joint-venture arrangements between the acquirers and the seller as minority shareholder, transfer of shares rules and restrictions – rights-of-first-refusal, tag-along rights and drag-along rights, structuring and drafting of a put option for the minority shareholder’s shares, etc.

Acquisition of a textile factory