Wakefield Quin advised ATN International, Inc. in its acquisition of the controlling interest in Fireminds, an innovative technology solutions company focused on global software development and managed cloud services. Proceeds of the investment are to be used to enhance Fireminds product offerings and undertake international expansion.

ATN International, Inc. (Nasdaq:ATNI) provides telecommunications services to rural, niche and other under-served markets and geographies in the United States, Bermuda and the Caribbean.

The Wakefield Quin team was led by Erik Gotfredsen with the assistance of Jemima Fearnside and Johann Oosthuizen.

Marks Baughan acted as financial adviser to ACL on its $50 million minority investment from Norwest representing the first time in ACL’s history that it has taken outside capital. ACL is the world’s largest pureplay multi-tenant SaaS provider in the $36 billion integrated risk and performance software market. The new investment will be used to accelerate the company's consolidation of the $36 billion; as a privately held, self-funded business, this is the first time in ACL's history that it has taken an outside capital investment.

Marks Baughan, based in Philadelphia and London, is the leading boutique investment bank serving high-growth software and tech-enabled solutions companies in the legal, risk and compliance sector.

WILDMOSER/KOCH & PARTNER advises VIVATIS on the sale of LANDHOF and Loidl

Supported by WILDMOSER/KOCH & PARTNER the VIVATIS food group, an affiliate of Raiffeisenlandesbank Oberösterreich, sells the operating business of LANDHOF and all shares in Loidl to the Marcher Group.

LANDHOF produces and distributes especially meat- and ham products and generated a turnover of approximately 55 million Euro in the past financial year, Loidl produces and distributes salami products and generated a turnover of approximately 25,7 million Euro in the past financial year.

The signing took place on 1 December 2017. The purchase price was contractually agreed to be kept confidential. The approval by the Austrian Federal Competition Authority has already been given.

The M&A-team of WILDMOSER/KOCH & PARTNER, consisting of Beate Anzinger (Partner) and Michael Höllerer (Attorney), provided comprehensive legal advice in all legal matters to VIVATIS throughout the transaction.

WILDMOSER/KOCH & PARTNER, already established in 1893, is one of the leading Austrian law firms in the area of business law with offices in Linz and Vienna as well as a network of renowned international partner firms abroad. The firm supports national and international industrial and trading companies as well as credit institutes in all areas of business law.

Kenya Airways has undergone a complex and contentious USD 2 billion financial restructuring; the intricate deal saw through a variety of things, such as: re-profiling of payments owned to various lenders; a debt-for-equity swap and the agreement of a new financial facility from Kenyan banks, which thus placed the airline largely in shared ownership between Kenya’s government, owning 48.9% and a consortium of 11 Kenyan commercial banks owning 38.1%

This is one of Kenya’s largest ever debt and equity restructuring.

Interview with Andrew Mugambi, Partner at HM&M

What unique challenges did this restructuring present and how did you overcome them?

We were retained to act for ten of the local banks who had advanced money to KQ. However, some of the banks we were representing were not comfortable with the terms of the restructuring proposed by KQ and this created some complexity in the representation of the ten banks. We managed this by holding numerous rounds of all-party meetings to ensure that our clients understood the terms of the proposed restructuring and to take on board any matters that required further negotiation with KQ. Our approach was to ensure that there was full participation by all clients and that the positions agreed upon were in the best interests of all the banks.

The matter became litigious with three of the banks filing applications in court to stop the proposed restructuring. The remaining banks, who at the time were largely in support of the process, worked with our litigation team to represent them in the applications which ensured that the banks in support of the process were able to articulate their positions during the court hearings.

Throughout the negotiations we had to ensure that the interests of the local banks were secured amidst competing interests from other KQ creditors within the proposed structure. Considering that there were legal and financial aspects to the restructuring, we worked closely with PwC, the banks’ financial advisers, to ensure that the banks got the best possible and legally implementable deal.

There were several documents to be drafted and reviewed and this had to be done within strict timelines. We also had to manage comments and proposals from all the ten local banks when negotiating the documents. The depth of talent within the Firm was critical to the success of the project, as we were able to assemble a large enough team consisting of both partners and associates, each with clear roles and reporting lines, to deal with the different facets of the transaction. Our litigation team led by Kenneth Fraser, SC, was also able to work effectively through extremely tight schedules set by the courts to prepare for the various hearings.

How did you ensure due diligence was effectively done for this?

From the time of our appointment to the close of the transaction we conducted comprehensive research on all legal and regulatory aspects of the restructuring and prepared briefs for our clients. We continuously interrogated the proposed structure and discussed with the banks to ensure that it was implementable. We also worked closely with PwC who advised on the financial aspects including KQ’s proposed turnaround business plan.

How did you ensure all the law firms were on the ‘same page’ when dealing with the logistics of this deal?

We held regular meetings and conference calls with the other lawyers for status updates on pending action points. After the meetings, open issues would be reported to our respective clients for consideration and further instructions.

In an act of reaffirming its interest in the beer market, Viña Concha y Toro bought another 28% stake in the Kross brewery, with which it has 77% of the company's control of craft beers.

Bofill Mir & Álvarez Jana and Uribe, Hübner & Canales advised on this deal.

Vina Concha Y Toro S.A. produces wines in Chile and Argentina. The Company, led by Eduardo Guilisasti Gana, Eduardo Guilisasti Gana and Andres Larrain Santa Maria, owns and operates vineyards, vinification plants, bottling plants, and a wine distribution network.

Bofill Mir & Álvarez Jana Abogados (BMAJ) advised the selling shareholders, which were: Inversiones Galilea, José Tomás Infante, Asbjorn Gerlach and Inversiones Infante Ossa Limitada, alongside Alejandro Álvarez, Joaquín Recart and Matías Gruzmacher.

Uribe, Hübner & Canales had advised Viña Concha y Toro S.A. with Luis Felipe Hübner.

Interview with Luis Felipe Hübner at Uribe, Hübner & Canales

Please tell me about your involvement in the deal?

As a matter of fact, as legal advisers of Concha y Toro, we have been involved with Kross since 2011, when Concha y Toro acquired a 49% of the company. 2011 was the year in which this joint venture began, and it was very successful.

The 2017 transaction was very important because Concha y Toro increased its participation to 77%, therefore acquiring the control of the company.

Why is this a good deal for all involved?

This is a good deal for all, for many reasons. All the parties have been acquaintances for years; the sellers have very good knowledge of the products; Concha y Toro has a great distribution network, and all shareholders are full of ideas and projects for mutual benefit. Some of them have recently been published by the press in interviews to the general manager.

What challenges arose? How did you navigate them?

As usual, the challenges involved were helping the parties to reach the agreements, from the Memorandum Of Understanding signed on 2017, to the final Stock Purchase Agreement together with a renovated Shareholders Agreement, adapted to the new shareholders structure.  

Watson Farley & Williams and Solivan Pontes have advised Sequoia Investment Management on the project financing of a 55 MW solar portfolio located in Poland. Janyszek Legal advised the borrowers.

The transaction is the first large project financing under the newly implemented auction support systems in Central-Eastern Europe.

Construction of the entire portfolio is expected to be complete at the end of August 2018.

Sequoia, based in London, is a specialist infrastructure debt asset management company.

The WFW London team advising Sequoia was led by Finance Partner Daisy East, assisted by Associates Jessica Greenwood, Suki Rees, and Adam Blythe. The Solivan Pontes team advising on Polish legal matters was led by Christian Schnell, head of the firm's Energy M&A team, and Banking & Finance Partner Justyna Chabocka, joined by Associates Piotr Dziwniel and Olga Wasilewska.

Interview with Dr. Christian Schnell, Partner, Solivan Pontes, Warsaw

What unique challenges did this transaction present and how did you overcome them?

This financing of a 55 MW solar portfolio located in Poland is the first project financing under the newly implemented auction support systems in Central-Eastern Europe. At the end of 2016 and mid-2017, the Polish Energy Regulatory Office organised so-called ‘test auctions’, which were mainly dedicated to up to 1.0 MWp ground-mounted PV generators. Approximately 300 MWp succeeded at auction, and will benefit from a 15-year indexed feed-in premium via Poland's new Contracts for Difference (CfD) subsidy. Renesola, a NYSE listed worldwide solar project developer, and a BNEF tier 1 solar module manufacturer with its headquarters in China, successfully bid for 55 projects. However, due to recent experience with the unstable green certificate support system, a quota system which was phased out for new entries on 1 July 2016, Polish banks are reluctant to finance renewables under the new auction support system. Risk departments block new investments, although the CfD subsidy provides a predictable cash flow, and the CfD is concluded with a fully state-owned settlement company.

As a result of negative press, many banks do not recognise that the ‘political climate’ for RES in Poland starts to change. The new auction support system is the only support system in Poland notified with the EU Commission (subject to implementation of changes to the support system), and Poland is far behind its 2020 RES targets. With missing the RES-heat and RES-transportation targets, Poland is in good company with major players like Germany or France, but there is no excuse for missing the RES-electricity target. The EU Commission requires Poland to at least contract in feed-in premium auctions between mid-2018 and the end of 2020, such production volume which is required to fulfil the RES-e target, i.e., further increase by 10 – 12 TWh annual production.

London-based Sequoia as a specialist infrastructure debt asset management company with four decades of experience was willing to take the risk as an early market mover. As Sequoia has already been advised by Watson Farley Williams in various jurisdictions, the relationship of trust based on strong regulatory experience helped to overcome general uncertainty with the new support system.

How did you ensure due diligence was effectively done for this?

The legal due diligence was accompanied by a technical due diligence performed by WindProspect, and the longstanding working relationship between the legal and technical advisor helped overcome typical information gaps between advisors. As in many jurisdictions, the qualification of a project for auction does not mean that this project is also ready to build. Therefore, weekly tracking of open issues was required, e.g., securing the cable line connection between the PV generator, and the connection point to public grid, to successfully close the conditions precedent list in due course.

Further, Renesola engaged an experienced EPC for construction work, which is advisable to clear last-mile technical issues prior to drawdown. Our firm’s role was also to coordinate and cross-check other service providers, so that Sequoia were confident that the projects were prepared for construction and subsequent commissioning.

What do you think were the top pieces of advice for Sequoia Investment Management when advising them through the project?

Sequoia had to understand how the support system functions. At first glance, the Polish auction support system has been designed by utilities, and is therefore less transparent than the CfD support system in the UK, which was designed with remarkable input from the financing sector. For example, the CfD is not based on a written contract, but on an instruction issued by the settlement company. Therefore, it must be understood that ultimately the Polish state is liable for any malfunctioning of the support system.

Further, the new support system has not been formally notified with the EU Commission prior to signing the term sheet, although it was clear that the EU Commission will accept PV auctions organised by the Polish government as ‘test’ auctions. However, in parallel to closing, an appropriate notification decision had been issued. Finally, due to shortages of PV modules, at the end of 2017 delivery contracts required major changes with very short notice, and an immediate response from Solivan was required to evaluate the related risks.

Did the Polish legal matters ever clash with the other international jurisdictions involved? If so, how did you navigate your team around this?

The Polish project financing market is accustomed to English law facilities agreements. Therefore, security packages typically require a more non-standard approach, as securities which under English law may require only one document, require a large set of documents under Polish law. Polish law, as with the law of other CEE jurisdictions, is by far less flexible than English law.

Therefore, Solivan and WFW had to develop an optimal security package, which on the one hand provides required security to the lender, but on the other hand does not provide an excessive number of documents and enormous costs for notary and court fees borne by the borrower.

PatientPay, the leading patient payments partner for specialty care, has secured $6 million in growth capital. The investment will be leveraged for significant company expansion and continued enhancements to its patient payments platform, establishing the patient billing experience as a natural extension to patient care.

Teaglach Family Office led the round with participation from Esping Family Office and existing investors, including Mosaik Partners, to support PatientPay’s industry focus on providing end-to-end patient payment solutions for anesthesiology, radiology, labs and other specialty medical groups at every point of care.

Interview with Karim N. Momin, Esq.  at Morrison Cohen LLP

Please tell me about your involvement in the deal? 

I acted as corporate counsel to PatientPay.  We worked directly with the company and its existing investors to structure, negotiate and close the investment round with the new investors. There are a lot of detailed steps that have to be taken between the time an investor determines to invest and the time that the closing can occur, each one involving numerous items that, while seemingly very technical, deal with rights and obligations that are quite important to both the company and its entire investor group.  We assist at all phases of this process, from negotiating complex shareholder agreements to effectuating the ordinary course corporate approvals necessary to move the deal forward.  Our goal is to make the process smooth and painless for our client as well as for its investors.   To achieve this, recognising the dynamic amongst the parties in private equity transactions of this type is critical.  Even though it’s a negotiation, both “sides” are really on the same team.  Everyone wants the company to succeed.

Why is this a good deal for all involved?

Bringing in a new round of financing is obviously great for the company as it will allow PatientPay to continue to execute on its business plan and build value for its investors.  For the investors, broadening the investor base and having access to the resources and input of more than one high-end private equity organisation is of tremendous value going forward-- it is the entire investor group that helps the company navigate its way to success.  As for us, it is always great to be involved with interesting deals that feature great companies and investors.  Mosaik, the original institutional investor, is a top-tier operation and the guidance and experience of its principals were instrumental in achieving this incredibly positive result, as was the tireless hard work and dedication of the PatientPay executive team.

What challenges arose? How did you navigate them?

There are always challenges when introducing a new set of investors into an existing “relationship” between a company and its investor group.  However, in this case, by keeping open and fluid lines of communication open amongst the lawyers, the company, Mosaik and the new investors, the deal was brought to a successful conclusion with minimal problems.  That’s always the goal from a transactional legal perspective.  In my experience, there exists a solution for almost any issue so long as the parties are willing to be reasonable and have an open, honest, good-faith conversation to discuss it. We try to help each party understand and address the concerns of the others—once that understanding is reached a workable solution is almost always evident to all.  Of course, our job as lawyers is to always achieve the best result for our client, but in the private equity world a company’s investors are in the truest sense its partners as well.  Once the interests of partners in a venture are properly aligned, success follows as a result. With the closing of this transaction, PatientPay now has not only Mosaik, but additional sophisticated parties working with it to build out its already-thriving business at the highest level.

Dallas based Surge Private Equity, LLC (Surge) (www.SurgePE.com) completed its investment in Manhattan based Busy Bee Cleaning Corp, (Busy Bee) (www.bbcleaningservice.com), a commercial janitorial services provider and sister companies Commercial Cleaning Services (www.cleaningservicenewyorkcity.com) and Janitorial Cleaning Services (www.commercialofficecleaning.com). The investment closed with debt financing provided by Harvest Capital Credit Corporation (NASDAQ: HCAP).

“This partnership will allow us to improve systems, offer new services to our clients, and build upon the same great service that has distinguished Busy Bee from other competitors in New York.”

Busy Bee is a commercial janitorial services company boasting over: 1,000 customers, 200 employees, and a decade of high quality service to local and national businesses. Founders Greg and Fatima Wiszniewski will be staying on in their current capacities as CEO and COO. Both will retain equity in the business. Greg Wiszniewski will serve on the board of directors alongside Surge partners Tom Beauchamp and Lewis Sharp.

“Busy Bee and Surge share an understanding of the importance of high quality service in the janitorial services industry. Busy Bee has grown its client base every year since its founding in 2003 based on the company’s reputation for responsiveness, follow-through, and consistency”, Mr. Wiszniewski commented. “This partnership will allow us to improve systems, offer new services to our clients, and build upon the same great service that has distinguished Busy Bee from other competitors in New York.”

Tom Beauchamp, Partner at Surge Private Equity, stated, “Busy Bee is a strong regional leader offering unparalleled service. The company’s explosive growth and high customer retention rate are a product of well-developed systems, policies, and procedures that enable its many employees to provide superior service to a diverse customer base. We are thrilled to partner with Greg to invest in the further build-out of Busy Bee’s expansive offering and to take the company to the next level.”

Phoenix Equity Partners (Phoenix), a leading UK middle-market private equity firm, has to announcd that it has entered into a binding contract to sell Riviera Travel (Riviera) to Silverfleet Capital (Silverfleet).

Founded in 1984 and based in Burton-on-Trent in the UK, Riviera is a major operator of escorted tours with a focus on the over 55s market. The Company provides European tour holidays, river and ocean cruises, city breaks, and long-haul tours with varied itineraries combining leisure with education and entertainment. Riviera continues to diversify its range of holidays and currently offers tours and cruises to 50 countries, attracting over 118,000 customers per year.

Phoenix first partnered with Riviera’s CEO David Clemson in 2014 to support a management buyout of the business.  Since then, Riviera has significantly increased revenues and profitability by driving growth through the direct-to-consumer channel, adding new and complementary products, and expanding internationally.  David will continue to lead the business through the next stage of its growth.

David Burns, Managing Partner at Phoenix, said: “We are delighted with the strong growth that Riviera has achieved during our investment period. This growth, combined with Riviera’s recognition in the industry – including Which? Travel brand of the year 2017 - is testament to the complete focus on customer satisfaction at Riviera. It has been a huge pleasure working with the Riviera team and we wish them every continued success for the future.”

David Clemson, CEO of Riviera, said: “I am immensely proud of what we have achieved over the past three years and I’ve really valued our partnership with Phoenix.  I look forward to working with Silverfleet over the coming years as we continue to provide fantastic experiences to both our existing, loyal customers and new holidaymakers alike.”

Corporate finance advisers on the transaction were PwC. Travers Smith (legal), PwC (financial due diligence), and LEK (commercial due diligence) advised Phoenix and Riviera.

Deloitte advised Silverfleet on the transaction structure and tax aspects of the deal. The transaction was led by Roger Wightman and James Hatton from the Deloitte M&A tax team, with specialist input from our VAT and management equity teams. The team leveraged its previous experience and insights from recent successful Private Equity deals in the tour operator and travel sector, and brought in expertise from across the firm in order to deliver the transaction.

Quilvest Private Equity, the private equity arm of the Quilvest group, announced its acquisition of a majority stake in GEDH from Platina Equity Solutions, together with CEO Amin Khiari. Financial terms of the transaction have not been disclosed. GEDH is a French network of higher education schools dedicated to communication, arts management and journalism which operates three well-known brands across six campuses located in France (Paris, Lyon, Bordeaux and Lille), New York and Shanghai. Founded in 1961 and headquartered in Paris, GEDH has over 3,000 students and an alumni base of over 20,000.  In recent years, the business has undertaken an ambitious reorganisation and revitalisation plan and is now wellpositioned to pursue its growth strategy focused on expanding both in France and into international markets, organically and through acquisitions. Quilvest will continue the development of GEDH in France and will use its global network to support the company’s expansion abroad. Under the new ownership, GEDH will also continue to look to diversify its educational offering, while maintaining its strong culture of education delivered through a combination of theory and practice, by professors with a deep grounding in professional industries.

Advisers involved:

Quilvest Private Equity

M&A: Eurvad Finance (Charles Guigan, Yassine Jnan)

Lawyers:
Corporate: Mayer Brown (Olivier Aubouin, Martin Duvernoy, Renan Lombard-Platet)

Financing: Mayer Brown (Patrick Teboul, Constance Bouchet)

Tax: Mayer Brown (Elodie Deschamps)

Financing: Finavik (Vincent Rivaillon)

Legal, tax and social DD: Delsol Avocats (Henri-Louis Delsol, Mathieu Le Tacon, Delphine Bretagnolle, Benoît Boussier)

Financial DD: ACA Nexia (Fabrice Huglin, Johann Genestier)

Strategic DD: Indéfi (Julien Berger, Mehdi Belefqih)

Management

Lawyer: Gomel Avocats (Arnaud Gomel)

Tax: Ayache Salama (Bruno Erard)

Sellers

M&A: Transaction R (Pierpaolo Carpinelli, Pierre Sader, Augustin Delouvrier et Romain Golven)

Lawyers: Agylis (Baptiste Bellone, Chloé Journel)

Financial VDD: Odéris (Thomas Claverie, Thibault Charron)

Strategic VDD: PMSI (Rémi de Guilhermier)

Unitranche Lenders

Lawyers: Allen & Overy (Jean-Christophe David, Thomas Roy)