IPOs, Secondary Offerings and Bank Financing: Track Record

Some of the high profile securities offerings and transactions DTT lawyers have advised on comprise:

  • EUR 400 million senior secured notes issued by Bulgarian Telecomunications Company EAD. This was a Rule 144A offering to US qualified investors. The role of our firm has been to advise the issuer on Bulgarian law aspects of the transaction, acting as local counsel in a team with Clifford Chance – London (DTT has been involved in the legal due diligence, prospectus drafting, corporate approvals, structuring and timing issues, security documents, consequent disclosure obligations).
  • EUR 36 million convertible bonds issued by Central Cooperative Bank (Bulgaria) and qualifying as a second tier regulatory capital. The bonds have been placed according to the rights issue procedure. The transaction had complicated logistics and critical time framework in terms of obtaining the Bulgarian Central Bank’s transaction approval and the Financial Supervision Commission’s prospectus approval. DTT, acting for the issuer, has advised the whole transaction in a team with UniCredit Bulbank – Sofia.
  • USD 125 million loan participation notes issued by a Dutch SPV for the purpose to on-lend the proceeds to a Bulgarian bank. DTT has advised the Bulgarian bank on the transaction and also to draft the disclosure part of the notes listing prospectus (the notes are listed on the Irish SE), under the supervision of Clifford Chance – London.
  • EUR 22 million convertible loan with PIK interest executed by a Swiss company (as a borrower). This is an interesting and complicated transaction with participation of UK lawyers (Freshfields, drafting the documentation under UK law), Swiss counsel (advising on local laws and drafting pledge agreements) and Liechtenstein counsel (drafting pledge agreement on the shares in a Liechtenstein entity. DTT has advised the major shareholder in the Swiss borrower and is responsible for overseeing the whole process and proper implementation of the conversion goal.
  • Dual listing of one of the Bulgarian leading pharmaceutical firms Sopharma AD in Warsaw. DTT has advised, acting for the bookrunners in a team with the international legal counsel Weil Gotshal & Manges – Warsaw, the admission and introduction of Sopharma’s existing shares to trading on the regulated market (the main market) operated by the Warsaw Stock Exchange, combined with an secondary public offering of existing shares in Poland, as well as limited marketing activities outside of the territory of Bulgaria and Poland, solely among international institutional investors. Sopharma was the first Bulgarian corporate listed on the main market of WSE.
  • The Pass Through Notes issued by an Irish entity linked to bonds exchangeable for the shares of a Bulgarian corporate: Transalp 1 Securities plc issued its first €5 million tranche of the Pass Through Notes due August 2015 Series 2010-I (the “Notes”) linked to the €65 million 7% secured exchangeable bonds due 2015 issued by Chimimport AD, via its wholly owned Dutch subsidiary Chimimport Holland B.V. Chimimport AD is the largest Bulgarian holding company operating in different sectors, including banking, insurance, pension funds, oil & gas, chemistry, air and water transport. The Notes constitute an extremely complex financial instrument intended only to highly sophisticated and knowledgeable investors. DTT has acted as Bulgarian advisor of UniCredit – London and UniCredit Bulbank – Sofia and assists Clifford Chance – London with respect to local issues;
  • The €70 million 7% unsecured convertible bonds issued by Chimimport Invest AD, the major shareholder of the largest Bulgarian holding company Chimimport AD and registered with the international clearing systems Euroclear Bank S.A./N.V. and Clearstream Banking, societe anonyme. This transaction is special for our firm as it is the first time DTT has been involved in such high-profile transaction without a leading international law firm and DTT was fully responsible for the documentation of the deal. DTT acted as advisor of the issuer and the lead manager UniCredit Bulbank – Sofia;
  • the 9% 90,000,000 mandatory convertible preferred non-voting shares of Chimimport AD, which is the largest Bulgarian holding company operating in different sectors, including banking, insurance, pension funds, oil & gas, chemistry, air and water transport. This is the first Bulgarian preferred shares public offering structured as per international standards and practices. In spite of the financial crisis Chimimport AD succeeded to raise more than €100 million. The Lead manager of the offering is UniCredit Bulbank – Sofia;
  • the €65 million 4.5% secured exchangeable bonds issued by a wholly owned Dutch subsidiary of Chimimport AD. Chimimport was the first Bulgarian corporate to issue exchangeable bonds. The structure of the transaction was rather complicated. DTT acts as advisor of Chimimport. The working party list includes Clifford Chance (London and Amsterdam), Simons & Simons – Amsterdam, Boyanov law firm – Sofia, UniCredit – London, HVB – Munich, UniCredit Bulbank – Sofia;
  • the IPO of TechnomarketDomo N.V., the Netherlands, a leading consumer electronics wholesale and retail group in Bulgaria and Romania. That is a rather complicated transaction: with a prospectus approved by the Dutch authority and passported in UK and Romania for IPO and listing purposes, and in Bulgaria for listing purposes. That transaction is unique in being the first dual listing and cross-border settlement project in Bulgaria. The working party list includes Clifford Chance (London, Bucharest and Amsterdam), Gibson Dunn – London, ING – London, Raiffiesen Centrobank – Vienna. DTT has acted as local counsel of the investment banks and as a Bulgarian partner of Clifford Chance (unsuccessful [1]);
  • the €98.2 million public offering of existing shares of Zarneni Hrani Bulgaria AD and listing of the company on the Bulgarian Stock Exchange;
  • the €112.5 million rights issue and capital increase of Chimimport AD;
  • the First Investment Bank’s €90 million IPO and listing on the Bulgarian Stock Exchange, the first Bulgarian combined offering of new and existing shares;
  • the Petrol AD €100,000,000 8.375 per cent. 5 years eurobond due 2011, in a team with the London offices of Clifford Chance and Linklaters;
  • the first Bulgarian IPO, comprising a global offer to international investors: the Bulgarian American Enterprise Fund’s sale of 30% of the Bulgarian American Credit Bank, as a local counsel in a team with Clifford Chance, London;
  • the first Bulgarian project of sponsored GDR listed at the London Stock Exchange (unsuccessful [2]): ordinary shares of the leading fuel distributor in Bulgaria Petrol AD combined with a right issue, as a local counsel in a team with Clifford Chance, London.

[1] Cancelled by the client in the very end of the transaction because of certain technical difficulties to establish connection between the clearing systems
[2] Cancelled by the client just before the road show and after the preliminary prospectus had

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