bpv Huegel advises heidelpay Group on the acquisition of Paysafe’s Pay Later business

bpv Huegel advised heidelpay Group, a German technology company for international payments, with KKR as investor, on the acquisition of the Paysafe Group’s Pay Later business (payolution GmbH). The transaction is part of heidelpay Group’s strategy to grow its European presence in order to enhance the product range for its own customers in the area of Pay Later payment methods.

Paysafe Pay Later (payolution GmbH) is a specialist provider for Pay Later payment methods with a geographical focus on the DACH region. As an omni-channel provider, the company offers white-labelled invoice solutions, such as purchase on account, instalment purchase as well as bank transfers and direct debits for both online and bricks-and-mortar retailers.

The transaction is expected to close in the third quarter of 2020, subject to regulatory approval.

heidelpay is one of the fastest growing German tech companies for international payments. The innovative company relies both on own solutions such as purchase on account, instalment purchase, online payments and prepayment as well as well-known providers of credit cards or wallet solutions. With over 17 years of experience in e-commerce and as a BaFin-approved payment institute, heidelpay offers companies of all sizes the possibility to carry out worldwide payment transactions. The leading global investment firm KKR has been a majority shareholder of the heidelpay Group since 2020. For more information, visit: www.heidelpay.com.

The team of bpv Huegel has already advised heidelpay Group on the acquisition of mPAY24 GmbH in 2017 and was most recently involved in the sale of the majority shareholding in the heidelpay Group from AnaCap to KKR in 2019/2020.

bpv Huegel advised on the acquisition of Paysafe Pay Later (payolution GmbH) under the lead of Daniel Reiter (Corporate/M&A, Regulatory). The bpv Huegel team also included Christoph Nauer (Corporate/M&A, Regulatory), Thomas Lettau and Roland Juill (both Corporate/M&A), Sonja Dürager and Emanuel Hackl (both Data Protection, IP/IT), Gerhard Fussenegger (Competition), Kornelia Wittmann and Nicolas Wolski (both Tax), Paul Pfeifenberger (Employment, Litigation) and Barbara Valente (Corporate/M&A).

As Lead Counsel and for Germany Herbert Smith Freehills, Frankfurt, with Nico Abel (Lead, Corporate/M&A), Marcel Nuys (Competition, Regulation & Trade), Kai Liebrich (Finance), Moritz Kunz (Employment), Steffen C. Hörner (Tax), Rüdiger Hoffmann (Corporate/M&A), Florian Huerkamp (CRT), Julius Brandt (Corporate/M&A), Hannes Jacobi (Finance), Simone Ziegler (Employment), Mirko Gleitsmann (CRT), Tatiana Guenster and Quenie Hubert (both Corporate/M&A) advised the heidelpay Group.

Deal Report

bpv Huegel advised IMMOFINANZ on a combined share placement and the first-to-market issue of mandatory convertible notes

The total issue amounts to approximately EUR 356 million. In this successful capital measure, IMMOFINANZ AG issued the first mandatory convertible notes of an Austrian issuer.

bpv Huegel advised ATX listed IMMOFINANZ AG on a combined share placement and the first-to-market issue of subordinated mandatory convertible notes. Both placements together comprised approximately 20 per cent of the share capital and were carried out in parallel by way of accelerated bookbuilding procedures with institutional investors under exclusion of the shareholders’ subscription rights.

Combined share placement

The placement included new shares from authorized capital (around 10 per cent of the share capital) as well as treasury shares (around 3.76 per cent of the share capital). The shares were priced without discount to the last closing price on the Vienna Stock Exchange.

Issue of subordinated mandatory convertible notes

At the same time IMMOFINANZ AG issued 4% subordinated mandatory convertible notes with a total nominal value of EUR 120 million initially convertible into 6,998,228 shares (around 6.24 per cent of the share capital). The notes will be mandatorily converted into new or existing ordinary shares of the company at maturity, unless earlier converted at the option of bondholders or the company or upon the occurrence of specified special events in accordance with the terms and conditions of the notes. The initial conversion price was set at EUR 17.1472, representing a 12 per cent premium above the issue price of the shares in the concurrent share placement.

We are pleased to support the IMMOFINANZ team in this transaction and the first placement of mandatory convertible notes in Austria. This first-to-market issue shows the particular strength of bpv Huegel in equity-linked transactions combining capital market and corporate law“, comments Christoph Nauer, Co-Managing Partner at bpv Huegel.

IMMOFINANZ is a commercial real estate group focusing on the office and retail segments of seven core markets, Austria, Germany, Poland, the Czech Republic, Slovakia, Hungary and Romania. Its real estate portfolio has a value of approx. EUR 5.1 billion and covers more than 210 properties. IMMOFINANZ is listed on the stock exchanges in Vienna (leading ATX index) and Warsaw.

bpv Huegel advised with lead partner Christoph Nauer (Capital Markets/Corporate) and with the team of Roland Juill (Attorney at law, Capital Markets/Corporate), Daniel Reiter (Attorney at law, Capital Markets/Corporate), Kornelia Wittmann (Partner/Tax advisor, Tax), Nicolas Wolski (Attorney at law/Tax advisor, Tax) and Barbara Valente (Associate, Capital Markets/Corporate).

The bank syndicate consisted of J.P. Morgan Securities plc, Sole Global Coordinator, and Erste Group Bank AG and Raiffeisen Centrobank AG as co-bookrunners.

Linklaters, Frankfurt, with Peter Waltz (Partner, Capital Markets), Marco Carbonare (Partner, Corporate/Capital Markets), Tosan Kraneis (Associate, Capital Markets) as well as Fran Albers-Schönberg (Senior Associate, Capital Markets), and Weber & Co, Vienna, with Christoph Moser, as Austrian Counsel, advised the bank syndicate.

Deal Report

bpv Huegel is top ranked at Chambers High Net Worth

We are glad to announce that bpv Huegel received a top recommendation (Band 2) in Chambers High Net Worth 2020 guide! Congratulations to our Private Wealth-Team Verena Hügel-Karpeles and Florian Plattner for the individual ranking.

The bpv Huegel team is delighted about the recognition:

“Expert knowledge, I would not go to anyone else concerning trusts. We always get amazing quality.”

Florian Plattner “has a very comprehensive, broad knowledge in many areas, particularly tax and family trust law.”

Verena Hügel-Karpeles has a “great expertise in foundation and inheritance law”, she is “very attentive to clients’ needs and has a good understanding of high net worth individuals’ needs”.

To see our rankings and read quotes from our clients, please visit our profile on the Chambers website.

Chambers Tax Controversy 2020 Guide: Austrian Chapter written by bpv Huegel Tax-Team

bpv Huegel’s tax team has contributed to the Chambers and Partners Tax Controversy 2020 Guide again: The Austrian chapter of this year’s guide is authored by Gerald SchachnerKornelia Wittmann and Nicolas Wolski supported by Lucas Hora. It summarises the key aspects of tax controversies in Austria including tax audits, administrative and judicial litigation as well as criminal tax proceedings. It also discusses possible impacts of COVID-19 on tax controversies.

Access the free guide at Chambers and Partners

The Austrian chapter of the Chambers Tax Controversy 2020 Guide (PDF)

Level Europe GmbH applies for insolvency with bpv Huegel

Level Europe GmbH, Austrian low-cost airline, filed for the opening of insolvency proceedings at the Regional Court of Korneuburg last Friday. bpv Huegel advises Level Europe as debtor representative.

bpv Huegel advises Level Europe GmbH, on the initiation and implementation of judicial insolvency proceedings. Although booking figures and revenues developed as expected and as planned in the fourth quarter of 2019 and in the months of January and February 2020, this revenue development was halted by the Covid-19 pandemic and the associated entry restrictions and booking slumps. Regular flight operations had been suspended since March 2020 due to the Covid-19 pandemic. For this reason, an insolvency application was filed.

The bpv Huegel team is led by partners Bernhard Schatz (restructuring and insolvency) and Elke Napokoj (corporate/M&A). The team also includes Walter Niedermüller (labour law) and Michaela Pelinka (corporate/M&A). Partner Elke Napokoj already led the team during the attempted takeover of Niki Airlines by Level Europe before it was established and subsequently the founding of Level Europe.

The restructuring and insolvency law team at bpv Huegel is regularly involved in major restructuring and insolvency proceedings, most recently in the restructuring proceedings of the film manufacturer Alufix as creditor representative and at Sanochemia Pharmazeutika GmbH as debtor representative.

Press release

 

bpv Huegel advised Raiffeisen Informatik on another successful placement of SoftwareONE shares

bpv Huegel advised Raiffeisen Informatik on further sale of shares in SoftwareONE Holding AG placed in an over-night accelerated bookbuilding process (ABB). The shareholders KKR, Raiffeisen Informatik and the heirs of Patrick Winter sold a total of 17,000,000 shares corresponding to approx. 11% of the SoftwareONE share capital, at a price of CHF 22.50 per share for total proceeds of approximately CHF 380 million.

Upon completion of the transaction, the three sellers will hold 5.18%, 2.78% and 2.75% of SoftwareONE Holding AG respectively. As a result of the transaction, the free float of SoftwareONE (excluding shares subject to a lock-up period) is expected to increase to over 55%.

SoftwareONE, headquartered in Switzerland, is a leading global provider of end-to-end software and cloud technology solutions. With approximately 5,400 employees and sales and service capacities in 90 countries, SoftwareONE offers software and cloud solutions from more than 7,500 publishers to approximately 65,000 business customers. The shares of SoftwareONE (SWON) are listed on the SIX Swiss Exchange.

bpv Huegel advised Raiffeisen Informatik as shareholder on the IPO of SoftwareONE Holding AG in November 2019 and on the most recent successful share placement (CHF 350 million) in May 2020.

In the team of bpv Huegel advising Raiffeisen Informatik for the accelerated bookbuilding process were the partners Thomas Lettau (Corporate/M&A), Christoph Nauer (Capital Markets, Corporate/M&A) and attorney at law Roland Juill (Capital Markets, Corporate/M&A).

Lenz & Staehelin, Zurich, Matthias Wolf (Corporate and M&A), Patrick Schleiffer and Patrick Schärli (both Capital Markets) acted as Swiss counsel for the sellers.

Simpson Thacher & Bartlett LLP, London, Nicholas Shaw, advised KKR, and on US law aspects.

The heirs of Patrick Winter were advised by Küng Rechtsanwälte & Notare AG, Manfred Küng.

Credit Suisse AG, J.P. Morgan Securities plc, UBS AG and KKR Capital Markets Partners LLP acted as Joint Bookrunners for the placement.

Deal Meldung

bpv Huegel advised dogado on the merger with easyname, the second largest hosting provider in Austria

dogado GmbH, a subsidiary of European Directories, a portfolio company of Triton, has acquired easyname GmbH. 

Led by Thomas Lettau, bpv Huegel advised dogado GmbH on the acquisition of 100% in easyname GmbH. dogado is a subsidiary of European Directories, a Triton Fund III portfolio company. easyname, the second largest Austrian hosting provider, is now part of the dogado group. Florian Schicker, managing director and founder of easyname, will remain co-owner and join the leadership team around dogado CEO Daniel Hagemeier. This transaction establishes dogado GmbH as a leading mid-sized hosting company in DACH and continues its buy-and-build strategy in this sector.

The dogado GmbH based in Dortmund is a cloud hosting provider for business and private clients and has with its subsidiaries offices in Hanover, Halle (Saale), Lübeck and now also in Vienna. With over 170 employees and the brands dogado, checkdomain, BUSYMOUSE, alfahosting and now easyname, the group serves around 250,000 customers and is one of the leading hosting companies in Germany, Austria and Switzerland.

Triton focuses on businesses in the industrial, business services, consumer and healthcare sectors. The Triton funds invest in medium-sized companies based in Europe. Triton currently has 43 companies in its portfolio with a total turnover of approximately 17.4 billion euros and approximately 96,700 employees.

bpv Huegel and SIWE Rechtsanwälte Sinzger & Partner, Passau, advised dogado GmbH.

The team of bpv Huegel was led by Thomas Lettau (Partner, Corporate/M&A) and Gerald Schachner (Partner, Tax), Daniel Reiter (Corporate/M&A), Nicolas Wolski (Tax), Sonja Dürager (Partner, IP/IT), Paul Pfeifenberger (Employment) and Gerhard Fussenegger (Partner, Competition). The SIWE team was led by Martin Sinzger (Partner, Corporate/M&A), Susanne Laura Sinzger-Wegerhoff (Partner, Employment), Moritz Riebel (Corporate/ M&A) and Bernd Tschöpe (Corporate/M&A).

The tax firm Leidel & Partner, Jakob Eisenreich, provided tax advice to dogado GmbH from the German side.

The seller, Florian Schicker, was advised by DORDA, Christian Ritschka and Clemens Burian as well as Rittershaus, Mannheim, Milena Charnitzky and Claudia Pleßke.

Allen & Overy, Frankfurt, Markus Käpplinger, acted for EDSA.

Deal Report

Foto (from left):
Thomas Lettau (Partner, Corporate/M&A) and Gerald Schachner (Partner, Tax)
Copyright: bpv Huegel

Guide on Remuneration Policy – Say-on-Pay on Executive Remuneration in Austria

Say-on-pay put a spotlight on executive remuneration of listed companies. The Guide shall support the members of the supervisory board and the members of a remuneration committee to comply with their duties imposed upon them.

First round of say-on-pay votes

The first round of say-on-pay votes in shareholders’ meeting of Austrian issuers is well under way with a bunch of issuers holding shareholders’ meetings after the summer due to Covid-19.

Investor focus on pay-for-performance alignment

There is a strong investor focus on executive remuneration with pay-for-performance alignment as one of the core underlying principles as well as emphasis on long-term shareholder value. Executive remuneration is one of the key instruments for companies and shareholders to align their interests with those of the executives.

ESG-related metrics ahead

With the increased focused of institutional investors on comparable and decision-relevant ESG disclosures, it can be expected that also ESG-related metrics may gain further momentum in remuneration programs moving from limited weight qualitative short-term performance component to long-term incentive plans given the necessarily long-term view on sustainability.

For the ESG focus of investors see notably BlackRock (please refer to the letter of Larry Fink (CEO of BlackRock) to CEOs) and State Street (please refer to the CEO’s Letter on the 2020 Proxy Voting Agenda of State Street) on comparable and decision-relevant ESG disclosures. In January 2020 the World Economic Forum released a Consultation Draft of common ESG metrics for investor communications highlighting the growing pressure for disclosure of ESG metrics (please refer to Toward Common Metrics and Consistent Reporting of Sustainable Value Creation).

Topics covered

bpv Huegel’s corporate and executive compensation specialists, Christoph Nauer, Florian Plattner, Daniel Reiter, Roland Juill and Barbara Valente, pulled together the Guide which covers:

– Corporate bodies responsible for executive remuneration
– Decision making process on remuneration matters by the supervisory board and committees
– Remuneration Policy
– Consideration on proxy advisors
– Overview of remuneration conponents and concepts for executives
– Statistics on executive board remuneration (ATX, Prime Market)

Guide on Remuneration Policy – Say-on-Pay on Executive Remuneration in Austria

 

COVID-19 Legal Update: Court proceedings via video conference

25 May 2020 – need2know

According to the previous “Corona legal situation”, oral hearings were only to be held if, after careful consideration of all circumstances, the continuation of the proceedings appeared to be urgently necessary and the public interest in preventing the dissemination of COVID-19 did not prevail. Furthermore, restrictions apply to the operation of the court. In order to avoid a backlog of negotiations, the possibility of holding hearings via video conference has now been established:

Videoconference with the agreement of the parties

For the time being, until the end of the year, it will be possible to conduct negotiations without the physical presence of the parties, using appropriate technical means of communication; this is subject to the agreement of the parties. In matters of accommodation, home stay or adult protection, as well as in proceedings under the Tuberculosis and Epidemics Act, hearings may also be conducted without such consent using video technology if the hearing would have to take place outside the court anyway (e.g. in a hospital). The parties may also suggest that the proceedings be conducted by means of video conferencing.

It is also possible, for example, to call a witness from another room in the same courthouse in order to minimize the number of people in the courtroom at the same time. A right to participate in a hearing in this special way only exists if you yourself or a person with whom you have necessary contact is exposed to an increased health risk due to COVID-19.

Negotiation modalities

The Ministry of Justice generally uses zoom for video negotiations. However, whether and with which software a hearing is to be conducted via video conference is ultimately at the discretion of the court.

However, if the parties to the negotiations are to be contacted from their homes or premises, this presupposes that they have the appropriate means of communication. This must be clarified in advance.

There is no obligation to purchase them. If parties or witnesses do not have the technical means for video-connection, unrepresented parties may request adjournment of the hearing and represented parties or witnesses may request provisional seclusion from their hearing until (currently) no later than the end of December 2020. Party representatives, experts or interpreters are deemed to have the necessary technology. In order to ensure that the witnesses’ testimony is uninfluenced, judges may, within the scope of their competence as negotiators, also request witnesses to prove, by means of panning the video camera through the room, that the testimony is uninfluenced by third parties.

If a hearing is conducted by means of video conference, the parties’ signature on the minutes of the hearing is not required in exceptional cases. The list of costs, which must in principle be submitted by the end of the oral proceedings, is deemed to have been submitted in good time if it is sent by electronic means or simply by e-mail to the address notified by the decision-making body no later than the end of the working day following the oral proceedings. The time limit for objections to the other party’s list of costs begins with its service.

If the parties wish to conclude a settlement, the court must either make the text of the settlement visible to the parties on the screen or read the settlement text out loud and clearly or play the settlement text recorded on a sound carrier so that it is clearly audible to all. Each party must clearly and unambiguously express its will to conclude this court settlement.

Disclaimer

Please note that the information provided here is not a substitute for legal advice. The regulations presented here can be changed by the legislator at short notice. We therefore invite you to visit our information area on a regular basis.

Authors: Florian Neumayr, David Pukel

Practice Group

Dispute Resolution

If you would like to receive future issues of need2know follow us on LinkedIn or please send an email to subscribe@bpv-huegel.com.

 

bpv Huegel advised Raiffeisen Informatik on the placement of SoftwareONE shares in an accelerated bookbuilding process

19 May 2020. bpv Huegel advised Raiffeisen Informatik on the sale of shares in SoftwareONE Holding AG placed in an over-night accelerated bookbuilding process. KKR, Raiffeisen Informatik, the heirs of Patrick Winter and B. Curti Holding sold last week in total 17,500,000 shares (11.04%) in SoftwareONE Holding AG at a price of CHF 20.00 per share resulting in total proceeds of CHF 350mn. Following the settlement of the transaction, the four selling parties hold stakes of 10.4%, 5.6%, 5.5% and 10.1%, respectively, in SoftwareOne Holding AG.

SoftwareONE is a leading global provider of end-to-end software and cloud technology solutions, headquartered in Switzerland. With around 5,400 employees and sales and service delivery capabilities in 90 countries, SoftwareONE provides around 65,000 business customers with software and cloud solutions from over 7,500 publishers. SoftwareONE’s shares (SWON) are listed on SIX Swiss Exchange.

bpv Huegel already advised Raiffeisen Informatik as shareholder in connection with the initial public offering of SoftwareONE Holding AG and listing on the SIX Swiss Exchange taking place in November 2019.

In the team of bpv Huegel advising Raiffeisen Informatik for the accelerated bookbuilding process were the partners Thomas Lettau (Corporate/M&A), Christoph Nauer (Capital Markets, Corporate/M&A) and attorney at law Roland Juill (Capital Markets, Corporate/M&A).

Lenz & Staehelin, Zurich, Matthias Wolf (Corporate and M&A), Patrick Schleiffer and Patrick Schärli (both Capital Markets) acted as Swiss counsel for the sellers.

Simpson Thacher & Bartlett LLP, London, Nicholas Shaw, advised KKR, and on US law aspects.

The heirs of Patrick Winter were advised by Küng Rechtsanwälte & Notare AG, Manfred Küng.

Credit Suisse AG, J.P. Morgan Securities plc, UBS AG and KKR Capital Markets Partners LLP acted as Joint Bookrunners for the placement.

Deal Report