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[ SPC in media] SPC legal Represented Mažeikiai District Municipal Administration before the Court with Public Procurement Complaint Amounting to EUR 13 Million.

2019.02.11
Lithuanian Court of Appeal by the decision of 24 January decided to dismiss the appeal of “Eikos statyba” and “Genra” on the organization of procurement of construction work as unfounded. In their complaints, the companies sought to annul Mažeikiai District Municipal Administration’s decision amounting to EUR 13 million on awarding the successful tender to sign the contract of construction of Mažeikiai Entertainment and Sports Arena.…

[SPC in deals] Advising owner in renegotiating BMW centre lease agreements

2019.01.30

SPC advised its client Ozo 10A UAB (a Lithuanian investment company held by Norwegian investors) in renegotiation of the lease agreement with UAB “Krasta Auto Vilnius” (official distributor of the BMW brand in Lithuania) over the lease of premises located at Ozo str. the area of which is approx. 11 000 sq.m. The main purpose of this renegotiation was the transfer of Krasta Auto and dealership of BMW brand in Lithuania from Modus Group to Inchcape Group (which is a global leader in distribution and retail of premium and luxury automotive sectors) company. We assisted our client in establishment and formalization of the split of the leased premises between Krasta Auto Vilnius and Modus Group company UAB “Unimodus”, which shall remain as a tenant in the premises together with Krasta Auto Vilnius. The deal involved renegotiating the terms of the new lease with Krasta Auto and negotiation of completely new lease with UAB “Unimodus”, as well as securing the interests of our client in relation to administration and management of the property leased to the above companies. It is also important to mention, that our team was involved in negotiations with the bank (which issued financing to our client for acquisition of the above premises) in order to implement the changes in the lease and amendment of the credit documentation with the bank.

Our services: drafting lease agreements, real estate management and administration agreement, guarantee agreements, negotiating with the counterparties and the bank, etc.
Deal value: confidential.
Team involvedMindaugas RimkusDovidas Vainorius.

[SPC in deals] Representing BaltCap in acquisition of Bio Sala and Livinn

2019.01.29

Our team advised BaltCap Growth Fund (belonging to one of the largest private equity fund managers in the Baltic region – BaltCap) in acquisition of 100% of shares in UAB “Sveiki produktai” (operating under a trademark Livinn) and UAB “Bio Sala” (operating under the same trademark Bio Sala), two leading retail chains of organic products in Lithuania.

The deal is a second investment by BaltCap Growth Fund (BGF), which invests in fast growing and profitable companies, potential sector leaders in the Baltics and beyond. Whereas the companies being acquired Livinn and Biosala are two leading retail chains of organic and healthy food and non-food products in Lithuania. Together, they sell products through 18 retail stores across largest towns of Lithuania and online shops.

Our services: performing legal due diligence, representing the client in negotiations and preparation of transaction documents, drafting and filing documents for merger clearance.
Deal value: confidential.
Team involvedMindaugas RimkusAudrius Slažinskas.

[SPC in deals] Representing the client in expansion of investment portfolio

2019.01.28

SPC team represented and consulted a client (successful entrepreneur) in expansion of the client’s investment portfolio though several consecutive investments into: (i) bridge loans; (ii) convertible debt; (iii) bonds; (iv) and units of multiple private investment funds, traded in primary and secondary markets. The client had a target to invest specific amount during particular time (rather a short term), hence the on-going processes were intensive and required both efficiency and experience in handling different investment instruments.

Our services: performing several legal due diligences, representing the client in negotiations and preparation of various transaction documents (bond agreements, purchase agreements of fund units, mortgage agreements, transfer of voting right agreements, investment agreements, convertible debt agreements, etc.).
Deal value: confidential.
Team involvedMindaugas RimkusAudrius Slažinskas.

[SPC in deals] Advising Capital City Group in sale of its stake in UAB “Palanga properties”

2019.01.16

Our team has advised UAB Capital City Group in sale of its shares in UAB “Palanga properties”, a company which developed commercial property leased by retail chain “Maxima” in new Palanga Bus Station. Our client together with its business partners has developed a new Bus Station in Palanga in 2014. Commercial building which was constructed as part of the development was leased to a major Lithuanian retail chain “Maxima” (and “anchor” tenant) and other tenants. SPC legal advised the client on all transactional matters from structuring to completion of the deal. Read more here.

Our services: structuring the transaction, negotiating the deal, drafting the transaction documents and representation of the client.
Deal value: confidential
Team involved: Povilas Karlonas.

[SPC in deals] Representing buyer in contemplated acquisition of IT services company

2019.01.10

SPC team consulted and represented a buyer (company, controlled by one of the leading asset management groups in Baltics) in attempted acquiring of majority shares in Lithuanian company providing IT services in Lithuania and some Nordic countries.

Our services: performing legal due diligence, drafting and negotiating initial transaction documents (term-sheet, etc.).
Deal value: confidential.
Team involvedMindaugas RimkusDovidas Vainorius.

[SPC in deals] Advising major renewable energy production group in obtaining bridge-financing of the project

2018.12.18

SPC transactions team advised our client (a major renewable energy production group in the Baltics, which is also rapidly expanding its activities outside the Baltic countries) in obtaining bridge loans for a number of projects in Poland. The providers of the bridge loans were TOP Lithuanian companies which are the leaders of their respective business sectors in Lithuania. The structure of the bridge loans was complicated due to their cross-border nature, which required legal knowledge not only in jurisdiction of Lithuania, but also Poland and other countries. Our experts assisted client to control all the processes and ensured that procedures in all jurisdictions are carried out smoothly.

Our services: drafting and negotiating loan documentation, necessary corporate approvals, overviewing pledge and other documents, etc.
Deal value: confidential.
Team involvedMindaugas Rimkus, Dovidas Vainorius.

[SPC in deals] Advising credit union “Magnus” in relocation of credit union from Panevėžys to Vilnius

2018.11.20

Our team advised Credit union “Magnus” (former name Credit union “Panevėžio region taupomoji kasa”) in relocation of credit union from Panevėžys to Vilnius. The activities of credit union are mandatorily restricted to the territory where the credit union is established, therefore the relocation of such credit institution is fairly rare phenomenon in the credit union sector. For this reason, whole process of relocation lasted almost one year (was started in the beginning of the year 2018) and required not only the preparation of relevant documents (corporate decisions, applications for Lithuanian Central Bank, internal documents solving issues related to transitory period, etc.), but also intensive coordination of various practical issues and solution of problematic legal topics arising from this rather rare process.

Our services: structuring the relocation of credit union, drafting the legal documents, coordination of process.
Deal value: N/A.
Team involved: Giedrius Murauskas, Jonas Povilionis.

[SPC in deals] Advising buyer in acquisition of McDonald’s restaurant in Marijampole

2018.11.16

Our team advised SL investments UAB, a Lithuanian investment company, in acquisition of 100 % shares of UAB “Kauno 28”, i. e. a company which owns approx. 400 sq. m. food supply building in Marijampole, which is leased on a long-term basis to UAB “Premier Restaurants”, the development licensee for McDonald’s in Lithuania. The deal was successfully completed after the long process of the construction of the building which lasted for more than 10 months. Transaction documents were signed prior to commencement of the construction process, but starting actual operations of the restaurant at the building was the precondition for the closing of the transaction.

Our services: structuring the transaction, drafting the transaction documents (letter of intent, share purchase agreement, project development and management agreement, etc.), negotiating the deal, performing the legal due diligence.
Deal value: confidential.
Team involved: Mindaugas Rimkus, Jonas Povilionis.

[SPC in deals] Assisting Ecoservice in signing crucial agreement with Vilnius city municipality

2018.10.22

We have consulted UAB “Ecoservice” in intensive negotiations with Vilnius city municipality. The process was successfully completed by signing the agreement regarding provision of services, that have not been established in currently effective agreement between the parties, but were additionally needed for the municipality (as a client) from Ecoservice (as a service supplier) in the process of waste management. Execution of the agreement effectively meant closure of on-going disputes of the parties regarding proper provision of waste management services. Since the topic in question was under high public attention and involved political aspects, the entire process was complicated and required extensive expertise in the fields of public procurement, waste management and transactions.

Our services: structuring options to solve the dispute, representing client at the court cases, drafting and negotiating agreement regarding additional services.
Deal value: confidential.
Team involvedMindaugas RimkusDaiva Lileikienė.

[SPC in deals] Acting for Unboxed in getting investment from SOSV

2018.10.05

Our team consulted UAB “Inside Warehouse” (acting under tradename / trademark Unboxed) and its founder in attracting investment from SOSV (venture capital and investment management firm, recognized as the world’s third most active seed fund in 2017). Our client is verified influencer marketer that works with over 100 global brands including Mars, Nestle, and Philips, running campaigns in 9 different countries. Attracting investment from such a sophisticated investor (i.e. getting strategic investor into team) should bring for the client opportunities to enter new markets and to develop its product.

Our services: marking-up and negotiating transaction documents; coordinating implementation of the conditions precedent in the deal.
Deal value: confidential.
Team involvedMindaugas RimkusDovidas Vainorius.

[SPC in deals] Representing buyer in potential acquisition of poultry farming complex

2018.10.05

SPC team consulted and represented a buyer (large agriculture market player in the Baltics) in the initial stages of acquiring a large poultry farming complex in Lithuania. Our client is keen on expanding its business and sees synergies in the poultry farming market, thus the target well fits the client’s profile and strategy. Primary due diligence of the target has been completed, but the parties suspended entering into further negations of the transaction documents.

Our services: performing legal due diligence, drafting and negotiating initial transaction documents (term-sheet, etc.).
Deal value: confidential.
Team involvedMindaugas RimkusAudrius Slažinskas.

[SPC in deals] Representing Panevezio stiklas in selling flat glass processing business

2018.10.01

Our lawyers assisted AB “Panevėžio stiklas” in the transaction, where client sold flat glass processing business (contracts with suppliers, clients and employees, raw materials, finished and unfinished production, etc.) to a joint venture controlled by two companies from Belgium and Italy. The transaction process took more than one year and was complicated, since the parties needed to agree not only on standard sale-purchase questions, but also on various additional topics, as the buyer kept operating business in the same premises of Panevezio stiklas (parties signed long-term lease agreement, etc.). Package of approx. 10 documents was signed by the parties in the entire process. The transaction also had to be arranged with Citadele (a bank) as a biggest financer of Panevezio stiklas; various respective amendments were made in the financing and pledge/mortgage documents.

Our services: drafting and negotiating transaction documents; coordinating implementation of the conditions precedent in the deal; getting relevant approvals from public authorities; arranging transaction with a bank.
Deal value: confidential.
Team involvedMindaugas RimkusDovidas Vainorius.

[SPC in media] Giedrius Murauskas. It’s better never to encounter, but it’s useful to know: fraudulent bankruptcy

2018.09.17

SPC legal Managing Partner Giedrius Murauskas points out what it's useful to know about fraudulent bankruptcies. "The greatest challenge in establishing evidence of fraudulent bankruptcy arises from determining the true financial state of an enterprise prior to bankruptcy, when bankruptcy administrators and creditors are looking at the economic feasibility of transactions and the required financial documents or part of them is missing," the commentary notes. Read more here.

Team involvedGiedrius Murauskas.

[SPC in deals] Advising Modus Group in establishment of Axton Commodities

2018.09.12

We have consulted our client Modus Group in establishment of a new company UAB “Axton Commodities” as a joint venture with commodities’ traders. Axton Commodities is currently trading electricity, Guarantees of Origin (GO) and European Emission Allowances (EUA), and it also provides balancing services for renewable energy resources. Our legal advisors assisted Modus Group in preparing initial documents of establishment of the company and advised in negotiating a Shareholders’ Agreement with the other founders of the company. Also, our legal assistance was needed for establishment of business financing instruments.

Our services: drafting and negotiating Shareholders’ Agreement, Articles of Association, Convertible Bond Subscription Agreement and other documents related to the issue of convertible bonds.
Deal value: confidential.
Team involvedMindaugas RimkusDovidas Vainorius.

[SPC in deals] Representing our client in bankruptcy proceedings of Dvarčionių keramika

2018.09.01

Our team advised the key shareholder of bankrupt tile production companies BAB Dvarčionių keramika in acquiring mortgage-secured claims against Dvarčionių keramika and eventually taking over the company’s real estate and equipment (machinery). The process of acquiring the mentioned property extended through almost 2 years of active work from our client’s and SPC’s side, i.e. including negotiations and active dealing with other creditors of Dvarčionių keramika, purchasing some of the claims of such creditors which eventually resulted in taking the ownership of essential part of Dvarčionių keramika’s property.

This deal required a joint effort from our dispute resolution and transaction experts in combining their knowledge of bankruptcy procedures, transactional challenges, etc. We have assisted our client in all legal issues with respect to the bankruptcy proceedings, regulatory issues related to taking over of the claims (against bankrupt company) secured by mortgage, taking over the creditor’s rights with respect to such mortgage, registration of the ownership rights to overtaken property and all other legal matters.

Our services: representing the client in negotiations with other creditors, preparation of various transaction documents (claim rights assignment agreements, mortgage creditor rights assignment agreements, property sale and purchase documents, etc.).
Deal value: confidential.
Team involvedMindaugas RimkusGiedrius Murauskas, Dovidas Vainorius, Jonas Povilionis.

[SPC in deals] Advising client in order to reconstruct the production facilities of UAB RIFAS

2018.08.27

Our team has advised UAB RIFAS (electronic systems manufacturing company) to implement a new development phase. AB Panevėžio statybos trestas for €3.35M will reconstruct UAB RIFAS production facilities. The expected result of the project is going to be from 2,500 to 7,500 sq. meters production facilities extension and 100 new employees’ recruitment process within 3 years period of time. Read more here.

Our services: drafting transaction documents (Contract work agreement), advising.
Deal value: €3.35M.
Team involved: Daiva LileikienėGiedrius Murauskas.

[SPC in deals] Representing international logistics company in dispute with its debtor

2018.08.17

Our transactions and dispute team again successfully combined its forces in aiding our client international logistics company to satisfy its claim against its debtor. This case was extraordinary due to the methods which have been proposed by our lawyers and finally implemented. Since one of the client’s customers owed to it for its storage services, with our assistance client managed to obtain pledge over the stored goods and later to realize them in the market, thus recovering the debtor’s debt, which initially seemed as irrecoverable.

Our services: communication with the debtor and negotiating, drafting agreements on repayment of the debt and pledge of the goods, as well as drafting formal notices in taking over the goods of the debtor, etc.
Deal value: confidential.
Team involvedMindaugas RimkusGiedrius Murauskas, Dovidas Vainorius, Tadas Katauskas.

[SPC in media] A thin boundary between winning and losing: how to ensure quality by inviting experts

2018.06.21

SPC legal Partner Daiva Lileikienė points out the importance of knowing the risks in public procurement: unfair suppliers can rely on the use of qualified specialists, such as foreign experts, indicate them in tender, include their CVs in tender, but after winning the competition, ultimately, these experts are not invited to work on the project. Read more here.

Team involvedDaiva Lileikienė.

[SPC in media] The first years of experience: cases where a mandatory quality criterion can be cured

2018.06.04

SPC legal Partner Daiva Lileikienė reviews the public procurement practices of recent years: it can be seen that one of the more frequently chosen quality criteria is the timing of the implementation of certain obligations, but it often cannot be successful. Read more here.

Team involvedDaiva Lileikienė.