IFLR 1000
The Guide to the World's Leading Financial Law Firms

Allen & Overy is among the three most active and experienced firms dominating the banking and project finance table. Generally, the nature of the firm's client work is multi-jurisdictional and necessitates cross-border legal expertise. In fact, in the last year, half of Allen & Overy's work involved three or more offices and almost a quarter involved five or more. "The team benefits from activity elsewhere, for example London and it's not just about the skills of Prague," one partner says. The firm has been present on some notable mandates and tends to act for lenders. This is despite the suggestion that the firm is the least active among tier one firms. "They can combine international experience in case law and individual qualification," one client says. "They spend time offshore and come back and this is very beneficial for the local [banking] community."

Deals
In the last 12 months, Allen & Overy advised Ceská sporitelna and Komercní banka on the €54 million refinancing of CEPRO, a state-owned company that trades and stores petroleum products. The refinancing concerned revolving credit, overdraft and bank guarantee facilities. Furthermore, the firm helped the European Investment Bank (EIB) on the restructuring of the Prague Airport after the demerger of Letiste Praha, whereby all immovable airport infrastructure was transferred to Ceský aeroholding and Letiste Praha became operator and lessee of the airport infrastructure. The firm also, in a deal that closed on June 2 2011, advised UniCredit Bank Austria, Erste Group and Raiffeisen on a €146 million loan to finance the acquisition of the Provimi pet food business.

Led by Václav Valvoda in Prague, Allen & Overy retains its position in tier two. The firm enjoys a high reputation and is proficient in capital markets work and acts, for example, for key client Czech Export Bank. "We cooperate with and know Allen & Overy. If I had to choose someone else as counsel apart from us, it would be them, even in the Czech aspects," one partner says.

Clients have been pleased with the quality of service received from the firm. "It's hard to find someone good in capital markets in the Czech Republic and Allen & Overy is one of the best," one client says. This sentiment is not unanimous, as it has been mentioned that the firm is a little defensive in its legal opinions with the result of limiting business awareness. Nevertheless, the majority of clients are happy and respect the firm, for example, in relation to its legal opinions on the ISDA Master Agreement including the close-out netting principle.

Deals
Allen & Overy advised Citigroup, Erste Group and Société Générale, the dealer managers, in respect to cash tender offers by CEZ to certain holders of its outstanding €500 million 5.125% notes due 2012 and €500 million 4.125% notes due 2013. The deal closed on January 2012. Furthermore, the firm advised the Czech Export Bank on its setting up of a €400 million European Commercial Paper programme and also on various bond issues under the programme. The firm also advised the Czech Association of Banks on the validity and enforceability of the Czech Master Agreement and its Annexes. It also acts with regard to amendments or improvements to the current text of the master agreement.

Allen & Overy is a highly reputable international firm and, in this edition, its office in Prague retains its position in the second tier.

Clients are generally pleased with the quality of service received from the firm. "The international network works well. It worked in various different jurisdictions and the cooperation between offices was very good," one client says.

However, in terms of numbers, the firm is quite small and peers have noted a lack of visibility on the market. "We see A&O a bit but they remain quite a small team," one partner says while another says: "I'm not sure how much M&A work they've been doing recently. Otherwise, they're a fine law firm."

Jane Townsend is the managing partner of Allen & Overy's legal practices in Central Eastern Europe (CEE) and the Prague corporate team regularly advises and co-ordinates English law transactions wholly or partly outside the Czech Republic, involving other jurisdictions in CEE.

Deals
Allen & Overy acted as corporate counsel to AVG Technologies, the Dutch registered Czech security software producer, on its debut IPO on the NYSE. Before the listing, an internal restructuring took place where the holding company and its subsidiary merged and the holding company was converted into a public limited liability company. This is the first primary listing of a Dutch company on NYSE since October 2010 and the first listing of a Czech business on NYSE. Additionally, in a deal that closed in August 2011, the firm advised MIH Allegro, a member of the media group Naspers, on the acquisition of Net Direct, a supplier of e-business applications in the Czech Republic. The firm also advised Glencore Grain, a leading commodities producer and marketer, in relation to certain acquisitions and the start-up of its business activities in the Czech Republic.

Allen & Overy has a strong banking and finance practice, led by Václav Valvoda but doesn't specialise specifically in this practice area in the sense of having a dedicated team. The key partner is Robert Pavlu, who is experienced in various forms of financing, derivatives transactions and related regulations. Peers suggest that the team needs to expand to make more of an impact in the market, while clients reference the firm's wider reputation as a reasons for choosing it: "You see the logo and it's comforting," one says.

Deals
Allen & Overy is advising a medical equipment supplier in insolvency proceedings against a hospital. It acts for a creditor who is a member of the creditors' committee. This includes a damages claim against the hospital's sole shareholder, which is set to be a first before the Czech courts. Furthermore, the firm is advising a global technology services company on the Czech aspects of a group cross-border restructuring.

Despite the tough market conditions, Allen & Overy's Hungarian office continues to snap up the most prominent banking and capital markets deals. The firm's status as market leaders was barely challenged in the research period and despite its obvious international capabilities, the firm was noted for its strong local capabilities. "Allen & Overy is doing well. It has big English law capability in Hungary and that is well respected," one competitor states. Furthermore, another market player notes that the firm is "locally driven".

While the firm is known primarily for its capital markets work (particularly on the equity side), the banking practice was involved in the largest Hungarian law new money deal last year. "There were a lot of complex issues and they had a good combination of knowing the answers, or if not, being honest and coming back in one hour when they'd found out. This is important for a client," one client says. Additionally, Károly Fóti is singled out for praise. "He's very responsive and has good answers. Even if you call with something they're [the firm] not involved in, he'll come back with an answer."

Deals
Despite tough market conditions, Allen & Overy continued to advise MOL on its lending transactions and last year it advised the Hungarian oil and gas company in connection to a €1 billion revolving credit facility. The firm was also active in the largest Hungarian law new money deal last year when it advised Raiffeisen Bank on the €140 million refinancing of the Bonafarm group. On the capital markets front, the firm has been advising the Concorde Group with regard to the potential listing of shares of a Hungarian company on the Budapest Stock Exchange. True to its reputation for Eurobond work, the firm has also been advising MOL on its establishment of an EMTN programme. If completed, the client would be the first non-financial Hungarian institution to have set up such a programme.

In the last 12 months, Allen & Overy has been involved in a number of interesting domestic and cross border matters. Led by Zoltán Lengyel, the firm is solidly placed in tier two and has an international network that is beneficial to clients. "It's one of the reasons we use them," one client says. "The transaction had an international element." Nevertheless, the firm has quite a small presence in Hungary.

Counsel Balázs Sahin-Tóth has been drawn out for praise. "I've had no real issues with him and his team. He manages his team perfectly and communication is perfect," one client says, pointing out that the partner manages to guide negotiations without being overtly aggressive or indeed too pliable. "Other parties love him but not in the sense of him being weak and unprofessional."

Deals
Allen & Overy advised Liberty Global International/UPC Hungary on the auction for the shares in FiberNet and then on the purchase of assets. Warburg Pincus (through FN Cable Holdings) sold the shares in FiberNet to Magyar Telecom and Invitel while UPC Hungary simultaneously acquired certain assets of FiberNet from FN Cable Holdings.

Allen & Overy is proficient in project finance and strengthens its position in tier two. The firm has attracted some interesting mandates recently and acts for clients such as Intesa SanPaolo, UniCredit, ING, EBRD (European Bank for Reconstruction & Development) and IFC (International Finance Corporation). The firm's Central European banking and finance team is based in Budapest and is headed by James Graham. In addition to the Hungarian market, the team has been active on project finance transactions in the Czech Republic, Poland, Romania and Slovenia. The team also provides English law advice on banking transactions. "They're very punctual and generally answer the phone," one client says. "If not, they'll call back in an hour and on evenings and weekends."

Deals
The head of Allen & Overy's CEE Banking Group, James Graham, has been active this year. Located in Budapest, Graham has acted for IFC, OPIC and UniCredit Bank Austria on a project financing for the 'Karadzhalavo' photovoltaic solar project in Bulgaria. The project is sponsored by SunEdison and it is the largest solar plant in Central Europe. Furthermore, he has acted for UniCredit Bank Austria and UniCredit Bulbank in connection to a €29 million financing of the 16MW photovoltaic 'ELBAU' solar project in Bulgaria. The project is sponsored by the Moncada Energy Group.

Allen & Overy A Pedzich has had another successful year and has displayed its strength in both banking and project finance work. The firm's project finance strength derives from its excellent banking practice, which is second to none. "Allen & Overy are really dominating the market," one partner says. "Banks have good reason to work with them and only them." With partners Tomasz Kawczynski and Arkadiusz Pedzich taking the lead on mandates, the firm has been involved in one of the largest financings in the history of the Polish market. "Every single financing is under English law and A&O now have an English lawyer [in Warsaw]", one client says. "In the past they would have involved London or Paris. It's perfect."

Deals
This research year, Allen & Overy A Pedzich was involved in one of the largest financings, in terms of value, in the history of the Polish market. The firm advised a consortium of banks in relation to the €2.6 billion financing for Polski Koncern Naftowy Orlen with the aim of refinancing its credit lines. Furthermore, the firm advised Operator Gazociagów Przesylowych Gaz-System on a €144 million loan from the European Investment Bank. This in turn will be used to finance the construction of the first Polish LNG (liquefied natural gas) gas terminal in Swinoujscie. The firm also advised Raiffeisen, Rabobank, BNP Paribas and BRE Bank on a €168 million credit facility for Netia to finance the acquisition of 100% of shares in Telefonia Dialog.

In the equity capital markets, Allen & Overy A Pedzich strengthens its position in tier two and on the debt side, it occupies a place in the top flight. Last year, the firm was involved in the fourth biggest IPO in the history of the Warsaw Stock Exchange (WSE) and one of the few debt offerings in the market. There is no doubt that the firm enjoys high reputation for its finance capabilities, but it is also very active in the capital markets. "Allen & Overy is rightfully placed in tier two," one peer says. Clients have expressed their satisfaction with the quality of service received from Zbigniew Mrowiec and the firm. "They're among the top 4-5 players in Poland," one client says. "They're definitely good value in terms of the ratio of price to quality."

Deals
In capital markets, Allen & Overy A Pedzich has had another successful year in attracting market leading mandates. In 2011, the firm was involved in the market's largest IPO and the fourth biggest in the history of the Warsaw Stock Exchange (WSE). It advised Citigroup, Goldman Sachs, JPMorgan and UniCredit on the €1.3 billion IPO of Jastrzebska Spólka Weglowa, the EU's largest coking coal producer. Furthermore, the firm advised the Polish State Treasury on the €312 million sale of 11.9% of shares in Tauron Polska Energia.

Additionally, in one of the few public offerings of debt securities in Poland, Allen & Overy advised the WSE on the issue and public offering of €18 million B series notes due January 2 2017. Along with the WSE's debut A series notes, the notes were consolidated to form a single series and the arrangers included UniCredit CAIB Poland, Bank Handlowy w Warszawie and Bank Polska Kasa Opieki.

Allen & Overy A Pedzich has had a very strong year in M&A and is making a real push for the top flight. Last year, the firm was involved in the largest ever private equity deal in Poland and this year, it was involved in the largest M&A deal in Poland of the last 10 years. "A&O has strong lawyers," one partner says, while another adds: "They try hard, they're better and you'll have to watch out for them." Clients tend to agree with this sentiment. "We cooperate with all the best legal counsel in Poland and A&O is the same quality as the others. They're number one, absolutely top," one client says.

Deals
In the last 12 months, Allen & Overy A Pedzich was involved in the €4.4 billion Polkomtel deal; the largest M&A deal in Poland of the last ten years. The firm advised PGE Polska Grupa Energetyczna, one of Polkomtel's shareholders, on the sale of its stake in Polkomtel. The sale was the culmination of a 12-month process where all current shareholders of Polkomtel agreed to sell their respective shareholdings in Polkomtel, a leading mobile telecommunications operator in Poland. Furthermore, the firm advised KBC Group on the €770 million sale of its Polish insurance subsidiary, TUiR Warta, to Talanx International, the German insurance company.

Allen & Overy keeps its tier one position this year. The perception that the office has had a rocky ride still lingers in the market but the brand, expertise, clientele and network have sheltered the firm from negative effects.

"They are obviously leaders internationally and nationally," says a competitor, "they have a leading position globally and the Moscow office will do well. This will be a test to see whether young ones can step up," says a competitor.

Irina Mashlenko relocated to New York in September 2011 and the firm responded with the hire of Igor Gorchakov from Baker & McKenzie, who rivals call a "very fine lawyer". Gorchakov has recently worked on banking and finance deals for clients including the Eurasian Development Bank (EDB) and BNP Paribas.

Stephen Matthews led on most of the firm's top deals, often working alongside Veronika Kondruseva, Tom Wallis, Matthew Binns, Vadim Nikitin and Catherine Lang-Anderson, among others.

Deals
Stephen Matthews led teams advising Rosneft, on a $2 billion syndicated multi-currency finance facility arranged by 13 international banks, and Aareal Bank, on a $600 million property financing transaction in connection to the White Square office development

Working for VTB Bank, the firm assisted on a $500 million structured secured corporate financing to a Western ship building group, while in another finance it represented a syndicate of 18 banks, with Bank of America Securities and WestLB as lead coordinators, on a $350 million loan to Russian bank Promsvyazbank (PSB).

On the borrower side, the team advised fertilizer company Uralkali on a $300 million syndicated pre-export financing facility arranged by Société Générale and Rosbank. The facility has a five-year term with a fixed rate and included embedded hedging structures. Recently departed Irina Mashlenko led a deal for a group of banks fronted by Rosbank, for a $200 million syndicated term loan facility for Home Credit and Finance Bank. The loan was disbursed in US dollar and Russian rouble tranches with an extendible one-year maturity.

The team also handled structured facilities, private equity financing and other facilities for clients including VTB Capital, Raiffeisen Bank, VTB Private Equity and WestLB (London).

Allen & Overy is settling into its stride again, having revamped its capital markets team and established a dedicated Russia and CIS (Commonwealth of Independent States) capital markets practice. The linchpins of the group are James Roe and Alexandra Fasakhova, who head the equity side and Philip Smith, who heads the debt team. The recruitment of finance partner Igor Gorchakov from Baker & McKenzie also bolsters the firm's depth in debt.

The final piece of the puzzle came with the hire of Cameron Half in London in April 2012 from Morgan Stanley. He will focus on equity work and help the firm offer a fully integrated Moscow-London group. Half's recruitment has been a big talking point among peers.

"It is a very strong team," says a client. "James Roe in particular is a fine lawyer and so are Alexandra Fasakhova, who is Russian qualified and Cameron Half who just joined… they have a very skilled team technically and we have a very close relationship with them". Another client who uses the firm for "ad hoc advice" finds the team "always very helpful".

Deals
James Roe and Alexandra Fasakhova advised both Russia's electricity grid operator MRSK Holding and Russia's electricity transmission grid, the Federal Grid Company, on the listing of their global depository receipts (GDRs) on the main market of the LSE.

The pair also supported Gazprom Energoholding on the merger of power companies OGK-2, listed on the LSE, and OGK-6, listed on RTS and MICEX while on the debt side Fasakhova advised Russian heavy industry company Mechel on an SEC-registered offering of 32,000,000 preferred shares on RTS and MICEX. The deal was valued at $530 million.

Earlier in 2011 finance partner Stephen Matthews teamed up with London based US securities qualified partner Sachin Davé to advise Renaissance Capital on the sale of its $325 million Rule 144A Eurobond due in 2016.

The firm won a number of other large mandates, notably for the Russian Copper Company to advise on its proposed IPO, which was put on hold in mid-2012, Renaissance Capital for Rostelecom's proposed listing and IPO, also on hold, and Uralkali on a R45 billion ($1.3 billion) Russian exchange bond issuance.

Allen & Overy is pushing the boundaries of the second tier with two consecutive years of strong performance. With its formidable finance practice in tow, Edwin Tham, James Roe, Anton Konnov, Alexandra Fasakhova and Tim Shilling all acted on the firm's top M&A deals for clients, which included names such as Gazprom Energoholding.

On the back of some departures the firm has been moving to bolster its office, with Philipp Wahl now working part-time in Moscow and senior associate Gareth Irving relocating to Moscow. "They may have had a bad patch but they have new talent and a lot of quality there, and it is A&O," says one peer. "Very good, we have a very good relationship with them and they have also hired some good partners," says a client.

"Roe is a particularly fine lawyer," say clients, adding: "it is now a very skilled team technically and we have a very close relationship with them, very helpful for ad hoc advice". The firm is a particularly good choice where there is a large UK law component.

Deals

The firm, led by Anton Konnov, Anton Mogilevsky, Alexandra Fasakhova and James Roe, acted for Gazprom Energoholding on the merger on power generation companies OGK-2, listed on the LSE, and OGK-6, listed on the RTS-MICEX and Konnov also acted for the firm to advise INTER RAO UES on the acquisition of a power supply business from Rosneft.

Edwin Tham led a team to assist Schlumberger on the sale of its drilling business to Eurasia Drilling Company (EDC), an acquisition EDC's oilfield services business and the establishment of a five year strategic alliance with EDC. Tham and Philipp Wahl also advised clients including BNP PUK Holding, on an investment into Astrakhan Oil Corporation, and Goldman Sachs International, on the sale of a 3.88% stake in JSCB Bank of Moscow.

Allen & Overy has a very broad team of partners that advise on project finance. Paris based Christine Poyer-Rufenacht is a leading partner in the global projects group while London based Gareth Price is the global co-head of the energy practice. A key player in Moscow is Anton Konnov, who has considerable experience in public-private partnerships (PPP), infrastructure and privatisation projects.

The firm also bulked up the partnership with the recruitment of Igor Gorchakov from Baker & McKenzie St Petersburg., who joined with associate Fedor Belykh.

The firm's competitive edge is the international approach to the practice and the Moscow team is constantly supported by colleagues in Paris, London and as far as Australia, where it has strong mining expertise.

Deals
In headline mandates, Veronika Kondruseva and Andrew Fraiser were engaged to provide a 'fatal flaws' analysis for the International Finance Corporation (IFC) of the Yanino waste public-private partnership (PPP) project. A team consisting of Anton Konnov, Nigel Pritchard, Maria Blagovolina and Simon Holloway also advised Macquarie Renaissance Infrastructure Fund on matters relating to the privatisation of Samara airport Kurumov International Airport, in southwestern Russia.

Another highlight saw Arkadiusz Pedzich, Michal Smolny, Stephen Matthews, Anne Aristova-Danemar and Ivan Kozhev advise a group of Polish banks on a secured KUKE backed financing destined to fund the construction of a hotel in Vnukovo, just outside Moscow.

The team was again mandated by a group of Polish banks on another secured KUKE backed financing, this time for the construction of a residential complex in Ozery, a town south of Moscow. The financing was handled by Tomasz Zwolinski, Matthews, Aristova-Danemar, Vadim Nikitin and Sergey Blinov.

Allen & Overy specialises in financial restructurings often on behalf of lenders. The Moscow team includes UK lawyer Stephen Matthews and the Russian/UK qualified partner Elena Tchoubykina.

The firm also recently hired banking and finance partner Igor Gorchakov from Baker & McKenzie, which deepens the bench in terms of financial restructurings. The firm leverages off its good relations with banks, for instance VTB Bank.

Deals
In core restructuring and insolvency cases, Peter Schultz, Gordon Stuart, Anna Aristova-Danemar and Ivan Kozhev advised the steering committee of lenders to Ukrainian based steel company Interpipe Group on the restructuring of 21 separate facilities totalling $667 million, as well as the restructuring of a $200 million bond issue.

Stephen Matthews and Tom Wallis advised VTB Leasing on the restructuring of its aircraft leases with JSC Rossiya Airlines, which involved nine Airbus planes. Matthews also worked with Ilya Dvorkin on a solvent restructuring of its aircraft lease with a Russian based energy company.

In other matters, Matthews and Wallis assisted UniCredit in making numerous amendments to two credit facilities for $2 billion and for $1.5 billion that were agreed with JSC Taftnet. The bank had acted as facility agent on both loans. The firm also advised on a series of refinancings of structured loans for clients including Credit Suisse and ING Bank.

Led by Renátus Kollár, Allen & Overy's Slovakian banking and finance division easily retains its ranking in tier one. "We definitely see A&O as our real competitor," one rival says. "I don't think anyone else is there yet." With six fee earners exclusively dedicated to finance work, the firm's practice is among the largest in the market. Furthermore, the firm, which is strongly integrated into the domestic market and amply supported by a strong international network, continues to draw in the best mandates on offer. "In Slovakia, there are two firms up to international standards and A&O can react sooner," one client says.

Deals
Allen & Overy has had another busy year and advised a consortium of banks that included Tatra banka, UniCredit Bank Slovakia and Citibank Europe on a €63 million syndicated receivables purchase facility provided to an electricity trader. This was in respect to the factoring of receivables arising under an EFET general agreement on the delivery and acceptance of electricity. It was the first transaction of this type in Slovakia. Moreover, the firm is advising a club of banks fronted by Vseobecná uverová banka, on the financing of the development of the first and second stage of the Bratislava airport terminal. The firm also, along with Allen & Overy's Frankfurt office, advised Schaeffler and its local Slovak subsidiaries on the Slovak law aspects of its large-scale refinancing. This consisted of a €8 billion senior revolving facility and a €2.5 billion high-yield bond issue.

Allen & Overy is easily one of the leading firms in the Slovak Republic and this seems set to be the case for some time to come. "They're definitely in the first ranking," one peer says. Led by partners Hugh Owen and Martin Magál, the firm possesses deep knowledge of the market and continues to set the golden standard. Nevertheless, the firm benefits from its strong international support as M&A work dried up in Slovakia. In response, the office has kept itself busy by running a number of regional deals from Bratislava. "On price, A&O give us a special package," says one client.

Deals
Allen & Overy's corporate team has been active this year and advised HB Reavis on the €86 million sale of Aupark Tower, a leading office building in Bratislava, to Heitman European Property Partners IV. Furthermore, led from Bratislava, the firm advised Swedish MTG Broadcasting on the acquisition of Latvian television broadcaster Latvijas Neatkarìgā Televìzija. The firm was also involved in the bid for the €3 billion acquisition of StarBev beverages group from CVC. It represented an Asian bidder in this deal that involved due diligence in 11 countries including the Czech Republic, Slovakia and Hungary, whereas the holding structures were in Luxembourg and the Netherlands.