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Use contractual options effectively and formulate them in a legally secure way; incl. sample contracts (LOI, NDA).

Online Seminar (in German language only)

Thursday, March 10th

9.30 am – 12.30 pm

Referee

Dr. Florian Wäßle, LL.M., Partner @ act legal Germany

Contact person for registration – please register here!

Matthias Fuchs (EIC Trier)
Tel.: 0651-97-567-20
E-mail: fuchs@eic-trier.de
Web: www.eic-trier.de

For more information please see the attached PDF (in German language only) and LinkedIn.

The digital and gravure printing company Transfertex GmbH & Co. Thermodruck KG from Kleinostheim near Aschaffenburg has successfully completed its insolvency proceedings. The Aschaffenburg Local Court has terminated the insolvency proceedings against the company’s assets as of 28 February 2022. Prior to this, the creditors’ meeting had accepted the insolvency plan submitted by the company in mid-October.

In May 2021, Transfertex had applied for protective shield proceedings pursuant to §270d Ins0 n.F. due to impending insolvency. The court appointed lawyer Dr Alexander Höpfner (act AC Tischendorf) as administrator. The management was appointed by the insolvency law expert Dr. Franz-Josef Hansen (BHS Rechtsanwälte) and the restructuring experts Marc Schneider and Nick Piepenburg (Turnaround Management Partners) in the implementation of the self-administration and the preparation of the restructuring and insolvency plan concept.

In the past months, a comprehensive restructuring concept with strategic and operational measures was developed and implemented as part of the self-administration proceedings.

The operational business of Transfertex was sold to a new company through a transfer restructuring with effect from 1 October 2021. The new company will continue the existing business model with gravure and digital printing. The cost structure was adjusted to the current and expected business volume for the coming years. The restructuring concept ensures the preservation of 82 jobs. After negotiations on a reconciliation of interests and a social plan, the employees who are no longer employed were offered the option of joining a transfer company as an alternative to severance pay.

After the transfer of the business operations and acceptance of the plan, the debtor acts as the holding company, which provides the new company with office and production space as well as operating resources.

The financing of the insolvency plan with a quota of 100 percent was made possible by extensive financial contributions from the shareholders. They no longer have a direct stake in the new company, but cover the initial liquidity requirements through start-up financing.

Dr. Alexander Höpfner on the achieved quota: “Our task in the self-administration procedure is to optimally protect the interests of the creditors by maximising the quota. With the exceptionally high quota of 100 percent, we have now been able to achieve the best possible satisfaction of creditors. All parties involved in these proceedings have worked together excellently to achieve this goal.”

At the time of filing for insolvency, Transfertex was an owner-managed family business with around 135 employees and a turnover of approximately EUR 15 million (2019). The company, founded in 1972, is based in Kleinostheim near Aschaffenburg. Transfertex prints sublimation paper (also known as transfer paper) as its main product in gravure as well as digital printing processes, which international customers use to produce printed textiles or technical applications. Transfertex supplies mainly to the fashion market, the home textiles sector and the sports and jersey market.

Property management:

act AC Tischendorf Rechtsanwälte (Frankfurt am Main): Dr Alexander Höpfner (administrator).

Advisors to Transfertex:

Bachmann, Hansen, Schuhmann & Partner (Aschaffenburg): Dr. Franz-Josef Hansen (Chief Insolvency Officer), Dr. Jochen Heinzelmann (Insolvency Law)

Turnaround Management Partners (Düsseldorf): Marc Schneider, Nick Piepenburg (insolvency plan concept and business consulting)

The law firm represented the buyer in the acquisition of the 80,000 sqm property that comes with an appealing location and convenient transport links to the city center.

act BSWW legal & tax provided comprehensive pre-transactional (including a legal and tax due diligence audit of the property) and transactional assistance (with a strong focus on relations with neighbours and lessees of the shopping mall). We also advised on tax issues, including the preparation of applications for advance tax rulings related to the transaction. The developer’s plans involve the discontinuation and demolition of the existing shopping center, followed by the construction of a mixed-use complex made up of several buildings.

The transaction team was led by Marek Wojnar (Managing Partner) and Marta Kosiedowska (Partner). Further assistance was provided by Michał Sołtyszewski (Partner), responsible for the legal due diligence process. Małgorzata Wąsowska (Partner) and Jakub Świetlicki vel Węgorek (Senior Associate) provided tax advisory services.
“We are glad to be witnessing our client’s steady growth. The land lot on which Galeria Plaza is located offers a huge potential, which is yet another reason to be proud of the opportunity to represent STRABAG Real Estate in this transaction,” says Marek Wojnar.

The seller, Peakside Capital, was represented by Dentons’ real estate team.
Peakside Capital is an independent investor and manager of real estate projects and investment funds. The company operates predominantly in Central and Eastern Europe and Germany, holding offices in Warsaw, Prague, Frankfurt, Zug (Switzerland) and Luxembourg.

STRABAG Real Estate is a leading developer, operating in 13 European countries. Its Polish projects include the development of Astoria office building and a hotel for Motel One (both based in Warsaw). With a view to further developing its portfolio, in 2019, the developer bought land that hosts Atrium International office building in downtown Warsaw. By completing the acquisition of land in Dąbie (part of Kraków), the company has embarked on its expansion into regional markets.

The real estate team at act BSWW legal & tax is one of the biggest among Polish law firms. Our practitioners advise on all types of real estate projects, with a strong focus on large development, retail and office projects. They act for a wide range of international, domestic and regional clients, including developers, property owners, asset managers, investors, lessors and lessees.

act Botezatu Estrade Partners is once again alongside Founders Bridge, the Sweden-based VC fund, now in theEUR 300.000 investment round in Mero, a Romanian start-up that developed a platform for facilitating appointments at local beauty salons. The funding will be used to accelerate the company’s growth.

The act team coordinated by Managing Partner Ștefan Botezatu, backed by Andrei Hâncu (tech lawyer, Managing Associate), assisted Founders Bridge in the drafting and negotiation of the transaction documentation. The team is positioning itself on the market as one of the top players in the legal sector dedicated to deal structuring between start-ups and VCs/angel investors.

Liviu Munteanu, Partner Founders Bridge: “Stefan and Andrei’s dedication towards this sector is visible in every aspect of their work, making it easier for us to take informed decisions and further steps. Our collaboration has always been impeccable, which made us retain their services for this deal and probably for future ones, too.”

Currently employing 12 people, Mero was founded four years ago in Craiova by a group of young IT specialists and economists and is led by Andreea Trif, a professional with extensive experience in technology and media companies, who will further coordinate the product development.

The platform can already boast over 700 salons registered in 50 cities, for which it generates a constant flow of new clients (around 100,000 monthly reservations facilitated through the platform).

Een primeur door act Fort Advocaten: advocaat Jodit de Bruin paste het principe ‘ne bis in idem’ (wat zoveel betekent als ‘niet twee keer voor hetzelfde’, een belangrijk beginsel in het strafrecht) toe in één van haar civiele zaken. De rechtbank Rotterdam bevestigde dat het ne bis in idem-beginsel een rol kan spelen in het civiele procesrecht. Dit is een belangrijke stap en opent deuren voor de toekomst.

act BSWW legal & tax has acted on behalf of Rank Progress in relation to the sale of Miejsce Piastowe retail park and the preliminary sale agreement for Pasaż Wiślany retail park in Grudziądz.

On July 29, 2021, Progress XXXVII sp. z o.o. (subsidiary of Rank Progress S.A.) entered into an agreement for the sale of 2.4963 ha of developed land in Miejsce Piastowe (near Krosno), together with a 4,752.67 m2 GLA retail park and additional developments.

On August 5, 2021, Progress XXXVI sp. z o.o. (subsidiary of Rank Progress S.A.) entered into a preliminary agreement for the sale of 1.8299 ha of developed land, together with Pasaż Wiślany retail park whose GLA is 5,188.64 m2. As long as all conditions precedent are fulfilled, the final agreement will be signed until October 28, 2021.

The law firm assisted the client at all stages of the sale of the property in Miejsce Piastowe, and with the preliminary sale agreement for the property in Grudziądz.
The project was managed by Mateusz Prokopiuk, Partner at act BSWW legal & tax. Aneta Gierzyńska, Senior Associate, was also advising on the transactions. The team was overseen by Michał Wielhorski, Managing Partner.

“These are just two out of a large number of ambitious projects on which we are advising Rank Progress,” says Michał Wielhorski.

Rank Progress is an investment and development company, listed on the Warsaw Stock Exchange.

The law firm’s team was joined by Robert Woźniak (attorney-at-law). Robert specializes in real estate law, with a strong emphasis on lease agreements for office space and commercial premises in shopping centers, as well as in real estate transactions.

He has participated in projects related to the sale of companies and real properties, due diligence audits and investment financing.

He has over a dozen years of transferrable experience in providing comprehensive day-to-day legal services in civil, commercial and corporate law to companies operating mostly in the real estate industry, including international groups.

Robert has served as a member of management boards and supervisory boards of companies from the real estate sector (including ones with local authorities and banks as shareholders).

“Robert is a seasoned practitioner, who has been successfully supporting entities from the real estate sector for over a dozen years. We are happy to welcome him on board,” says Michał Wielhorski, Managing Partner at act legal Poland.

Real estate is one of act legal Poland’s core strengths, with a team made up of 20 lawyers. Our achievements in this field have been recognized by leading international legal directories, i.e. Chambers and Partners, and The Legal 500.

Due to its dynamic growth and a number of new investments focusing on large development projects, STRABAG Real Estate is currently selling selected minor real estate assets. One of such transactions is the sale of real estate on Canaletta Street in Warsaw Downtown to the PURO Hotels chain.

Thanks to extensive experience in hotel projects, STRABAG Real Estate prepared the asset for sale together with the final construction permit.

The scope of services provided by act BSWW legal & tax included comprehensive transactional and tax advice. Previously, the law firm advised the Client on the acquisition of the property.
The project was managed by Marek Wojnar, Co-Head of Real Estate, Managing Partner at act BSWW legal & tax and by Marta Kosiedowska, Partner at act BSWW legal & tax. The tax team was led by Małgorzata Wąsowska – Head of Tax, tax advisor and Partner at the firm.

“STRABAG Real Estate is developing very dynamically – its portfolio is changing and in some cases the Client decides on disinvestment. This transaction is one of such examples and takes place in parallel to a number of acquisition projects on which we are currently advising STRABAG Real Estate” – says Marek Wojnar.

“The excellent location of the property undoubtedly proves its investment attractiveness” – adds Marta Kosiedowska.