Spasov & Bratanov Lawyers' Partnership

Managing Partner: Georgi Ivanov Spasov

Number of partners: 6

Number of lawyers: 16

Languages: Bulgarian, English, French, German and Russian

Firm Overview:

Founded in 1999, Spasov & Bratanov has grown to become a leading Bulgarian firm. It has strong relationships with several major international firms, allowing it to meet international clients’ broad range of legal needs in Bulgaria. Clients include leading international and Bulgarian companies, banks, non-banks, multilaterals, private equity funds and partnerships. The majority of the international clients are from Western Europe, the US, Central and Eastern Europe and Russia. Uniquely for Bulgaria, the firm boasts US and UK law qualified and experienced partners, enabling the firm to provide legal services at a level commonly expected from international clients. Spasov & Bratanov aspires to provide experience of working abroad for its associates and junior lawyers by way of secondments to international law firms. The firm is a founding member of Adriala law firm network.

Main Areas of Practice:

Banking & Finance:

3 partners, 5 fee earners

Recent notable transaction include:

• • acted as legal counsel to a syndicate of lenders with regard to an up to EUR 365 million senior, secured financing arranged by Citibank N.A., London Branch and VTB Bank (Europe) SE and with Citibank Europe plc, UK Branch acting as Agent,provided to the Bulgarian Telecommunications Company AD (Bulgaria’s incumbent telecom operator) for the purposes of the refinancing of EUR 400,000,000 Senior Secured Notes due in 2018. The financing comprises a multi-tranche facilities and involved putting in place complex security structure.
  • acted as Bulgarian legal counsel to the same syndicate of lenders and Agents in relation to the subsequent increase of financing and related combination of various secured debt financings and security update and confirmation under the senior, secured financing for the Bulgarian Telecommunications Company AD.
  • acted as legal counsel to a syndicate of lenders, includingCitibank N.A., London Branch, BNP Paribas Fortis SA/NV, KBC Bank N.V., Cibank EAD and Unicredit Bulbank AD, as Bookrunners,the Agent (Citibank Europe plc, UK Branch) and the Security Agent (Citibank N.A., London Branch) with regard to an up to EUR 275 million multi-currency secured term loan financing arranged by Citibank N.A., London Branch for Huvepharma EAD and its affiliates, including its subsidiary Biovet AD (a leading Bulgarian generic drug producer) for the purposes of financing various worldwide acquisitions by the Borrower’s Group.The financing involved detailed structuring of leveraged finance as well as multi-layer, multi stage comprehensive security package.
  • acted as legal counsel (subsequently) to the above syndicate of lenders in relation to various amendments to the multi-tranche facility and the related security updates and confirmation under the senior, secured financing for Huvepharma Group.
  • in a premiere leveraged finance transaction on the Bulgarian market in 2017, acted for all finance parties, including the Co-Arrangers (Rabobank Antwerp, BNP PARIBAS S.A. – Sofia Branch, UniCredit Bulbank AD and ING Bank N.V. – Sofia Branch), the Agent (Citibank Europe plc, UK Branch) and the Security Agent (Citibank N.A., London Branch) in relation to a EUR 550,000,000 multi-facility loan made available to Huvepharma OOD and its affiliates in Bulgaria and abroad for the purposes of refinancing a then existing syndicated facility.This was the fourth transaction that the highly experienced team was working on with Citibank since the initial syndication of the Huvepharma loan back in 2014 and during that time Huvepharma has become one of the world’s largest and fast-growing global pharmaceutical companies with a focus on developing, manufacturing and marketing veterinary medicine products.
  • in another premiere transaction since the opening of the European Investment Bank’s regional office in Bulgaria in 2017, advised the European Investment Bank in relation to a EUR 100,000,000 credit facility made available to Biovet AD – manufacturer and marketer of medicated and nutritional feed additives, part of the Huvepharma pharmaceutical group. The financing involved taking complex security over the assets of the Huvepharma Group as well as various multi-lender and intercreditor arrangements.
  • acting for HSBC and Bank of China in connection with their US$ 80 million secured financing to a leading Hong Kong-based IT company for its acquisition of a global business which includes Internet Securities Bulgaria EOOD
  • acting for BNP Paribas in connection with its EUR 70 million secured term loan financing to Moto-Pfohe (a leading Bulgarian car dealership)
  • acting for BNP Paribas in connection with the amendment and restatement of its EUR 250 million unsecured term loan financing to Natsionalna Elektricheska Kompania EAD (NEK)
  • acting for PPF banka a.s. in connection with its EUR 90 million secured financing to Energo-Pro Varna EAD for the acquisition of the electricity, distribution and trading businesses of E.ON Energie AG in Bulgaria
  • acting for a multi-lender syndicate led by BNP Paribas in connection with its EUR 200 million secured term loan financing to Monier Participations S.ar.L and its Bulgarian subsidiaries
  • acting for VTB Capital in connection with its US$ 150 million term loan financing to Corporate Commercial Bank AD
  • acting for Société Générale in connection with its EUR 21 million secured term loan financing to Corporate Commercial Bank AD
  • acting for Axis Bank Limited, DIFC Branch in connection with its Euro 10 million secured term loan to Elder International FZCO involving its Bulgarian subsidiaries
  • acting for the Bulgarian Energy Holding EAD, as the Borrower under a syndicated bridge loan facility
  • advised and acted for AES Bulgaria , the largest investor in the energy field in Bulgaria and one of the largest independent global energy producing companies, on borrowing Euro 150 million from OTP Bank and DSK Bank
  • advised DBS Bank LTD , acting as arranger and Madison Pacific Trust Limited , acting as agent and security agent on making available certain facilities in excess of 1 billion USD to Sutherland Global Service UK LTD
• Partners & Senior Lawyers: Georgi Spasov, Vassil Hadjov, Nadia Hadjova, Petar Dyankov, Vladimir Tashev, Krasimir Mitkov

Contacts: Georgi Spasov, Vassil Hadjov, Nadia Hadjova

Tel: +359 2 981 7000

Emails: [email protected], vassil.hadjov@ sbn-law.com, [email protected]

Projects:

2 partners, 3 fee earners

Recent notable transaction include:

• • acting for IFC, OPIC and UniCredit Bank Austria in connection with their limited-recourse financing of the 60 MW solar PV plant built and operated by SunEdison near Karadzhalovo village in Southern Bulgaria and in connection with the subsequent sale of 100% of the project company’s shares to a diverse group of energy funds
  • acting for UniCredit Bank Austria in connection with its limited-recourse financing of the 20 MW solar PV plant built and operated by Moncada Construttori near the town of Liubimetz in Southern Bulgaria
  • acting for UniCredit Bank Austria and UniCredit Bulbank in connection with their secured BGN-denominated refinancing of the Moncada Project
  • acting for UniCredit Bank Austria in connection with its secured financing of the 4MW wind power plant built and operated by Windkraft Simonsfeld BG in North-East Bulgaria
  • acting for Mitsubishi Corporation in connection with its non-recourse financing from Société Générale Expressbank for its portfolio of solar PV projects in Bulgaria
  • acting for AES Solar in connection with the non-recourse financing of seven solar PV projects (with a total installed capacity of 21MW) located in North-Eastern Bulgaria provided by Société Générale Expressbank
  • acting for China Development Bank Corporation in connection with its limited recourse financing of the 25 MW solar PV plant built and operated by Helios Projects near Cherganovo village in central Bulgaria
  • acting for China Development Bank Corporation in connection with its proposed financing of the 50 MW solar PV plant built and operated by Helios Projects near Pobeda village in central Bulgaria
  • acting for DSK Bank EAD in relation to a consensual restructuring of a EUR 11.27 million limited recourse financing to Devnya Solar EAD
  • acting for VTB Capital, an approximately Euro 55 million project financing of a 40MW biomass fuel project in Western Bulgaria (Bulgaria’s first biomass plant financing)
  • acting for UniCredit Bulbank AD in connection with its EUR 38.5 million secured financing of a 42.49 MW solar power plant built by Real States EOOD in South Bulgaria
  • acting for UniCredit Bulbank AD in connection with its EUR 12 million secured financing of a 16.8 MW solar power plant built by Real States EOOD in South Bulgaria
  • advised AES Geo Energy OOD (the developer of the largest wind farm in Bulgaria - the 156 MW Saint Nikola Wind Farm near the town of Kavarna) on a EUR 30 million financing arranged by DSK Bank AD and OTP Bank Plc.towards additional financing for the wind farm with complex security structure and intercreditor arrangements with existing lenders.

Partners & Senior Lawyers: Vassil Hadjov, Nadia Hadjova, Petar Dyankov, Vladimir Tashev, Krasimir Mitkov, Tsvetelina Lazarova

Contacts: Vassil Hadjov, Nadia Hadjova

Tel: +359 2 981 7000

Emails: vassil.hadjov@ sbn-law.com, [email protected]

M&A:

3 partners, 6 fee earners

Recent notable transaction include:

• • acting for Akuo Energy SAS in connection with its EUR 19 m acquisition of the Bulgarian hydropower generation business of EDF
  • acting for ENERGO-PRO a.s. in connection with its acquisition of electricity distribution, supply and trading businesses of E.ON Energie AG, including completed merger clearance
  • acting for MTG Modern Times Group AB in connection with the disposal of its entire business in Bulgaria (the country’s largest media operation)
  • acting for INERCOM in connection with its contemplated acquisition of the Bulgaria business of CEZ
  • acting for a group of investors in connection with the disposal for EUR 180 m of its minority stake in Asarel Medet (Bulgaria\s leading copper mine)
  • acting for GeoPost SA (a subsidiary of groupe La Poste) in connection with the securities and competi-tion law aspects of its acquisition of a minority stake in Speedy AD (a leading express courier service)
  • acting for Erste Bank in connection with the sale of its Bulgarian commercial leasing operations
  • acting for Vetropack in connection with its contemplated acquisition of a major glass factory in Bulgaria
  • acting for Total Eren on its contemplated acquisitions in the Bulgarian solar PV sector

Partners & Senior Lawyers: Georgi Spasov, Boyko Bratanov, Nadia Hadjova, Kremena Yaneva, Ina Raikova

Contacts: Georgi Spasov, Boyko Bratanov

Tel: +359 2 981 0200

Emails: [email protected], boyko. [email protected]

Capital markets:

2 partners, 2 fee earners

Recent notable transaction include:

• • acting for the Bulgarian Energy Holding EAD, as the Issuer of Euro 500,000,000 eurobonds (2013), another similar issue in 2016 and another Euro 600,000,000 issue in 2018 (with two taps), including related due diligence and issue of legal opinions and the ever first dual listing of bonds at the Bulgarian Stock Exchange (2018, pursuant to the listing at the Irish Stock Exchange); and also for the 2021 and 2025 issues;
  • acting for Melrose Resources plc, a public company listed at the London Stock Exchange, in connection with its wholly owned subsidiary and the interests and assets of the latter in Bulgaria, with respect to the acquisition in year 2012 of the entire issued and to be issued share capital of Melrose Resources plc by Petroceltic International plc and the consequent re-admission of the enlarged share capital of Petroceltic International plc to the AIM market of the London Stock Exchange plc and the ESM of the Irish Stock Exchange;
  • acting (in cooperation with Krassimir Gyurov from Gyurov & Rizov and with EFG Eurobank Bulgaria AD) for Bandola Properties Limited in connection with its mandatory tender offer for the purchase of the minority shareholding in Sofia Hotel Balkan AD
  • acting for Velgraf Asset Management AD in connection with its BGN 52,312,770 initial public offering and subsequent listing on Bulgarian Stock Exchange – Sofia
  • acting for AES Solar Bulgaria OOD, as indirect sole owner of seven Bulgarian solar PV projects, in connection with its IPO on the New York Stock Exchange
  • acting for Citigroup Global Markets Limited in connection with the passporting in Bulgaria of collective investment schemes
  • preparation and consultation on the full set of the requisite documents for the approval by the Financial Supervision Commission of the prospectus towards IPO of new shares (capital increase), secondary public offering of shares and admission to trading of shares on regulated market of Telematic Interactive Bulgaria AD in Bulgaria (successful)
  • preparation and consultation on the full set of the requisite documents for the approval by the Financial Supervision Commission of the prospectus and three supplements thereto towards IPO of new shares (capital increase) of Allterco AD (now Shelly Group AD) in Bulgaria and in three other Member-States (successful)
  • assisted Boleron AD – the innovator of the insurance industry in Bulgaria – in the course of its IPO – the first successful IPO on the BEAM market for 2024 (provided legal advice at all the stages of preparation of the IPO and at the offering of the dematerialized shares, as well as with the registration of the new shares issue with the Bulgarian Stock Exchange and with the Bulgarian Commercial register)
  • pcting for Albena AD on the spin-off of a new publicly listed company and the registration of its shares for trading at the regulated market
  • acting for VTB Capital in connection with the multi-jurisdictional US$ 100 million eurobond issuance guaranteed by Corporate Commercial Bank AD
  • acting for Energo-Pro Varna EOOD in the privatization tender for the minority stakes in Energo-Pro Grid plc and Energo-Pro Sales plc, followed by continuous operational securities law advice and subsequently – in the tender offer, squeeze-out and delisting of Energo-Pro Grid plc. and in the tender offer and delisting of Energo-Pro Sales plc.
  • acting for the Joint Bookrunners (Citigroup Global Markets Limited and J.P. Morgan Securities plc) and Joint Lead Managers (Citigroup and J.P. Morgan, as well as Banca IMI S.p.A, Komercni banka, a.s., and UniCredit Bank AG), and Trustee (Citibank, N.A London Branch) on Energo-Pro a.s. debut Eurobond issue (Euro 370 million)
  • acting for Alpha Bank A.E. as underwriter in connection with the multimillion Euro secured Greek bond issue by Lamda Real Estate Development S.A. and in several “mini-bond” issues, involving Bulgarian corporate security
  • representing various individuals and local companies in appealing penalty decrees of the Financial Supervision Commission for alleged breaches of the Public Offering of Securities Act
  • conducting shareholders meetings of publicly listed companies (Sofia Hotel Balkan AD, CEZ Razpredelenie Bulgaria EAD, CEZ Electro Bulgaria AD, Energo Pro Grid AD, etc.) and representing shareholders at shareholders’ meetings of publicly listed companies

Partners & Senior Lawyers: Georgi Spasov, Boyko Bratanov, Ina Raikova, Nadia Hadjova

Contacts: Georgi Spasov, Ina Raikova

Tel: +359 2 981 0200

Emails: [email protected], [email protected]

Competition & Antitrust:

1 partner, 2 fee earners

Recent notable matters include:

Dawn Raids

• • assisting the members of the corporate group of CEZ a.s. in Bulgaria in the 2013 dawn raid, seizure and handling of seized information and documents, including court appeals
  • assisting the members of the corporate group of Energo-Pro a.s. in Bulgaria in the 2013 dawn raid, seizure and handling of seized information and documents, including court appeals
  • assisting Shell Bulgaria EAD in handling of seized information and documents in the 2016 dawn raid
  • defending Shell Bulgaria EAD in a cartel investigation
  • named as point of contact in case of dawn raids by corporate clients – including Citibank Europe plc, Bulgaria Branch and Shell Bulgaria EAD (as we are among very few law firms with practical experience)

Abuse of Dominant Position

• • successfully defended CEZ Distribution Bulgaria AD on alleged abuse by several construction companies (2010) and by other such companies (2012)
  • defending Energo-Pro Sales AD on alleged abuse (Dobritch), success at court
  • defending Energo-Pro Grid AD on alleged abuse (upon complaint of a producer of renewable energy), success at court
  • defending the Bulgarian members of the corporate group of CEZ a.s. in alleged abuse (electricity market)
  • defending the Bulgarian members of the corporate group of Energo-Pro a.s. in alleged abuse (electricity market)
  • complaining for Nova Broadcasting Group AD (subsidiary of MTG Modern Times Group AB) against bTV Media Group EAD for abuse in TV advertising market
  • defending Nova Broadcasting Group AD against two separate complaints for abuse (cable operators)
  • defended CEZ Distribution Bulgaria AD on alleged abuse by cable operators (excessive pricing)
  • defended Energo-Pro Grid AD on alleged abuse by cable operators (excessive pricing)
  • defending CEZ Distribution Bulgaria AD on alleged abuse by an individual (case at court)
  • defending Bulgaria Air AD (the national carrier) on alleged abuse of dominant position by a travel agent

Prohibited Agreements

• • advising Renault Nissan Bulgaria EAD on distribution contracts
  • advising Costa Coffee on distribution contracts
  • defending Sugar Plant Devnya (Beypar Sugar) on concerted practices allegation

Unfair Competition and Abuse of a stronger bargaining position

• • defending ProfiCredit EOOD (Profireal’s Bulgarian subsidiary in the personal unsecured lending business) against several complaints by ProCredit Bank
  • defending Nova Broadcasting Group AD in a complaint against programming contents supplier
  • defending Nova Broadcasting Group AD against allegation for unfair pricing on the TV advertising market by bTV Media Group EAD
  • representing Energo-Pro Energy Services EOOD in complaining against former managers
  • representing Renault Nissan Bulgaria EAD in complaining against former distributor
  • representing Net Info AD and V box EAD in complaining against Google Inc., Google Ireland and You Tube LLC
  • defending Walmark Bulgaria EOOD against a complaint for alleged breach of fair competition in the form of misleading advertising (co-counsel)
  • defending Net Info AD (a subsidiary of Nova Broadcasting Group) against several complaints
  • defending Nova Broadcasting Group AD against allegations of abuse of a stronger bargaining position towards cable operators in two separate cases
  • defending Bulgaria Air AD (the national carrier) on alleged abuse of a stronger bargaining position by a travel agent
  • advising and representing Korado Bulgaria AD (publicly listed) on complaint for unfair competition
  • successfully defended a media advertsing agency against a complaint for assisting unfair competition by inappropriate advertising

Others

• • representing CEZ Distribution Bulgaria in a sectoral analysis
  • representing Energo-Pro Trading AD in a sectoral analysis
  • assisting corporate clients (including DS Smith’s Bulgarian subsidiary) by drafting manuals and delivering training on competition law matters
  • defending Melrose Resources s.a.r.l. on an allegation on uncleaned merger, including at court
  • advising Nova Broadcasting GroupAD on various competition law risks and compliance on a regular basis
  • representing Shell Bulgaria EAD in a request for competition advocacy

Partners & Senior Lawyers: Georgi Spasov, Kremena Yaneva, Krasimir Mitkov

Contacts: Georgi Spasov, Kremena Yaneva

Tel: +359 2 981 0200

Emails: [email protected], kremena. [email protected]

Energy & Infrastructure:

2 partners, 3 fee earners

Power:

• • acting for all Bulgarian subsidiaries of The AES Corporation in connection with their financing, construction, commissioning and operation of the 670 MW (net) Maritza East 1 coal-fired power plant and the 156 MW St Nikola Wind Farm (Bulgaria’s largest), collectively Bulgaria’s largest foreign investment since the fall of communism in 1989
  • acting for all Bulgarian subsidiaries of AES Solar Energy Ltd (a joint venture between The AES Corporation and a subsidiary of the Carlyle Group) in connection with their financing, construction, commissioning and operation of the 23 MWp (net) total installed solar PV capacity
  • acting for Bulgarian Energy Holding EAD in connection with various energy projects and associated contractual matters most recently on their financial advisory and structuring agreements with HSBC relating to NPP Belene (Bulgaria’s largest project to date)
  • acting for Groupe ADP/TAV in connection with its bid for the Sofia Airport concession tender
  • acting for Standard Bank Plc, Group Five Infrastructure Developments (Pty) Limited and Next Power Limited in connection with the 114 MW Combined Cycle Power Plant to be built on a brownfield site outside of Sofia
  • acting for China Development Bank in connection with its financing for two (79 MW in total) solar parks in central Bulgaria
  • acting for IFC, OPIC and UniCredit Bank Austria in connection with their financing and refinancing of the 60 MW solar PV plant built and operated by ACWA and First Reserve near Karadzhalovo village in Southern Bulgaria (Bulgaria’s largest solar park)

Pipelines:

• • acting for South Stream Bulgaria AD on the development, financing and construction of the South Stream gas pipeline project
  • acting for the project company on the NABUCCO gas pipeline project
  • acting ICGB AD on the Bulgaria-Greece gas interconnector project
  • acting for Bonatti S.p.A. on the Bulgarian section of the TurkStream gas pipeline project

Partners: Vassil Hadjov, Boyko Bratanov

Partners & Senior Lawyers: Vassil Hadjov, Nadia Hadjova, Petar Dyankov, Vladimir Tashev, Krasimir Mitkov, Tsvetelina Lazarova

Contacts: Vassil Hadjov (Energy), Georgi Spasov (Infrastructure)

Tel: +359 2 980 1808

Emails: [email protected], [email protected]