+(,121/,1( Citation: 18 Int'l Fin. L. Rev. 6 1999 Provided by:

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Telekomunikacja Polska IPO raises $930 million

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The Polish government has completed the second stage of its sale of a 15% stake ofTelekomunikacja Polska SA (TPSA), the state telecoms company. The $930 million domestic offering was the largest ever in Poland and one of the largest in eastern Europe with listings on the Warsaw and London stock exchanges. The Warsaw listing, which began in early November, values TPSA at $6.8 billion and has doubled the market capitalization of the Warsaw stock exchange. Hunton & Williams is advising TPSA on US and Polish issues. Lebj Fogelman, managing partner at the firm's Warsaw office, leads the team with partners Tomasz Kacymirow (tax); Margaret Bednarek (property); Robert Dewar (international securities); and counsel Zbigniew Mrowiec (Polish securities). Partner Harry Maas is providing securities advice for Hunton & Williams in New York. Watson Farley Williams in London is advising TPSA on UK issues. PartnerJames Wilkinson leads the team which includes assistants Richard Eaton and Christina Howard. Baker & McKenzie is representing Schroders, the global coordinator, and the State Treasury of

Poland. Partner Peter Magyar (international securities) leads the team in London. Also on the team are partners Tom Philipp (international securities) and Peter Strivens (telecoms). In Warsaw, Baker & McKenzie partners Tom Ujejski (regulatory), Wojciech Bialik (telecoms) and Martin Gmaj (M&A) are working on the transaction. White & Case (Warsaw) has provided additional advice to the State Treasury in the final stages of the transaction. A team of capital markets lawyers in Warsaw consists ofpartners Vitold Danielowicz andJanusz Fiszer, with senior associates Todd Peterson and Dariusz Greszta. For English law Francis Fitzherbert-Brockholes at White & Case in London is advising on English law. The success of the IPO is being seen as an encouraging reflection of the state of the Polish economy, one of the strongest in eastern Europe. Five per cent of the total offering was taken up domestically. The government plans to introduce a strategic investor to TPSA in 1999, The company has also made a successful S1 billion Eurobond offering.

$79 billion Exxon/Mobil merger

A stellarteam of lawfirms has been assembled to represent Exxon and Mobil on their $79 billion merger, the largest in history.The merged company will be known as Exxon Mobil and, with a market value of $250 billion,will be the world's biggest quoted energy company, ahead of Royal Dutch/Shell Group. The different firms are needed to cover regulatory and antitrust aspects, as well as corporate issues, for the US and the companies' principal foreign subsidiaries. Davis Polk & Wardwell, New York, is advising Exxon on US corporate and tax law. Corporate partners for Davis Polk are George Bason Jr and Louis Godberg;tax partners are Lydia Kess and Avishai Shachar; Barbara Nims is dealing with employment issues. Exxon has hired Covington & Burling, Washington DC, to advise on US antitrust

International Financial Law Review I January 1999

issues. The Brussels office of Cleary, Gottlieb, Steen & Hamilton is advising on European antitrust issues. Mobil has turned to a team of corporate partners from Skadden, Arps, Slate, Meagher & Flom, New York. They are Roger Aaron, head of corporate, and M&A specialists Stephen Arcano and Alan Myers. Hogan & Hartson, Washington DC, is advising Mobil on US antitrust issues. Three separate firms are handling European antitrust issues. In the U K,the team from Allen & Overy includes corporate partners Roger Davies and Tim Shilling,tax partner Patrick Mears, and competition specialist David Harrison in the Brussels office. Bruckhaus Westrick Heller Lober is providing German advice and De Bandt, van Hecke & Lagae in Brussels is providing general EU advice.

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Allen &Overy advises on $20 billion secured debt programmes UK law firm Allen & Overy advised Citibank Credit Structures on the launch of new secured debt programmes with a total value of $20 billion. Under the transaction, Citibank acts as investment managerto Dorada Corporation, a highlygeared investment vehicle. The secured debt programmes consist of euro medium term notes, euro-commercial paper, US medium term notes and US commercial paper. Each programme has afacility limit of $5 billion. An additional programme of capital notes has a facility limit of $1billion.

Dorada follows other such investment corporations set up by Citibank, known as Alpha, Beta and Centauri. The funds raised by Dorada are to be used by Citibank International plc. The transaction involved the use of a global custodian technique, developed for the Centauri Corporation. The global custodian feature creates worldwide perfected security over the vehicle's assets. The vehicle grants security over a global custodian agreement, rather than over the assets themselves. Indoing so, the corporation avoids the need to gain

Deutsche Bank to buy Bankers Trust Germany's Deutsche Bank confirmed on November 23 that it was in the advanced stages oftalks to buy US bank holding company Bankers Trust. The merger would create the world's fifth-largest fund manager, with $500 billion-worth ofassets. Deutsche Bank management board memberJurgen Krumnow commented that the bank was not yet sure how it would raise all the finance for the transaction, which will total S9.7 billion. A Bankers Trust's statement also indicated that some legal, tax and structural matters were still being discussed. White & Case, New York, isrepresenting Deutsche Bank for bank regulatory matters. Partner Kevin Barnard (bank regulatory) is leading the team with partners Duane Wall (bank regulatory) and ElaineJohnston (antitrust). Cleary, Gottlieb, Steen & Hamilton, New York, isrepresenting Deutsche Bank for the merger agreement. Corporate partner Victor Lewkow isleading the team, which includes partners Arthur

Kohen (employee benefits) and Leslie Samuels (tax)and senior associate Michael Gerstenzang (corporate/M&A). Davis Polk &Wardwell isrepresenting the Bankers Trust Board ofDirectors. In New York the team includes: senior counsel (litigation) Henry King and partners Peter Douglas (M&A); Randal Quarles (banking); and senior attorney Robin Maxwell (banking). Assisting in the Washington office ispartner Jordan Luke (banking). Wachtell Lipton Rosen & Katz, New York, isadvisingthe Bankers Trust management. Deutsche Bank Finance has also issued one ofthe largest Euro-denominatedbonds. The deal, valued at Euro 1.3 billion ($1.54 billion), involves bonds convertible into Allianz shares. The bond will be listed on the Frankfurt Stock Exchange injanuary. Deutsche Bank isbeing advised by Cleary Gottlieb Steen & Hamilton on US legal issues, and by Smets Thesseling van Bokhorst Spigt on the Netherlands Antilles aspects ofthe transaction.

Finland sells $1.4 billion stake inSonera The Helsinki office of White &Case is advising the Republic of Finland and Sonera Group on the sale of the government's 21.9% stake inSonera.The transaction isthe largest equity offering to date by a Finnish issuer as atotal value of over$1.4 billion. The offering comprised 16o million shares, including 119 million ADSs sold to institutional investors outside Finland. Wh ite & Case is advising on both Finnish and US law aspects. Helsinki partner Petri Haussilaand associates Sven Krogius and Miika Heiskanen are among the lawyers involved. Brussels partner Mark Powell is providing

advice on regulatory issues.NewYork partners Donald Madden (corporate) and John Narducci (tax) are also involved. Skadden, Arps, Slate, Meagher & Flom is advising Merrill Lynch, the global coordinator, and co-global coordinator Merita Corporate Finance. Corporate partner Richard Muglia heads ateam in London which includes associates Anbeth Bejgrowicz and James Katarincic.Washington, DC partnerJay Birnbaum is helping with telecoms law advice. Lennard Simonsen, partnerat Castren & Snellman, Helsinki, is providing Finnish law advice.

local law perfection for security over the assets ineach jurisdiction. Partners Geoff Fuller and Paul Bedford led ateam from Allen & Overy's structured finance group inadvising Citibank on the transaction. They were assisted by Yvonne Siew and Joan Sethupathy. Fuller commented that highly structured investment vehicles are very popular with institutional investors based inEurope, the Middle East and Asia. He says: "We are particularly pleased that we were able to help bring Doradatothe marketplace in such achallenging economic climate."

KPN and Qwest to form Europe's biggest internet traffic network Dutch communications utility KPN, and US communications carrier Qwest are joining forces to put $700 million-worth offibreoptic links into a network that will provide internet links across Europe. The venture, named KPN Qwest, will start in January. The companies plan to spend $500m more on the project in the next two years. O'Melveny & Myers, Washington, is Qwest's principal transaction law firm. David Litt, a partner in the corporate department, is leading a team of O'Melveny & Myers associates. Kelley Drye & Warren, Washington, is representing Qwest on regulatory matters. The team is led by Aileen Pisciotta, a telecoms regulation partner. PartnersJohn Cook (competition) and Tim Lewis (corporate) ofMacfarlanes in London are advising on EC competition aspects. Stibbe Simont Monahan Duhot is advising Qwest on Dutch legal issues. Partner Dick van Engelen in New York is the lead lawyer, helped by senior associate Hans Wittveen (corporate) and partners Maartin Sanders (telecoms) and Onno Brower (antitrust), who are both based in the Amsterdam office. Qwest has no financial adviser for the venture. LoeffClaeys Verbeke, Amsterdam, is representing KPN. Corporate finance partners Steven Schuit and Phillip van Verschuer are handling the transaction. Goldman Sachs is the financial adviser to KPN.

January 1999 1International Financial Law Review

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City of Krakow issues first Polish eurobond US law firm Wel Gotshal & Manges is advising the City of Krakow on its Dm66 million ($40 million) eurobond issue. The deal, which was challenging to structure because of the Polish authorization procedure, has raised hopes inthe market. Partner Sian Withey and associate Lene Malthesen from the London office and partner Marek Wierzbowski and associate Justyna Mlodzianowska from the Warsaw office are leading the

Weil Gotshal team. The team frequently had to negotiate with the City of Krakow to get approval because of peculiarities in Polish public procurement and securities law. Malthesen says: "Even if a deal is changed slightly you need to go back and begin the authorization procedure. This makes it a cumbersome process because with changes inthe markets you need to restructure as you go:' Thecitydecided to raisethefinance in

this way, ratherthan through a loan,to boost investorconfidence. Malthesen says: "Thisis the bestwayforthe issuer to show investorsthat it is strong enough todisclose itsactivitytothemarketand indicatethat it has nothing to hider The deal, which was oversubscribed, is positive for the markets. Malthesen says:"Anything that manages to close is a bonus. Many issues have been pulled or put on hold:'

Tyco buys AM Pfor $11.3 billion

Advisers on the Channel Tunnel Rail Link Eurobond

The industrial conglomerate Tyco has announced that it isto acquire AMP in an allstock deal. The offer has rescued the Harrisburg, Pennsylvania-based electrical equipment manufacturer from the hostile takeover attempt by AlliedSignal announced in the stummer. Tyco's offer tops AlliedSignal's cash bid by $1.6 billion. KramerLevin Naftalis & Frankel, New York, isrepresentingTyco in the transaction. The team isled by senior counselJoshua Berman (corporate) and includes corporate partners Abbe Dienstag, Alan Freidman and Peter Smith. Wolf,Black, Schorr and SolifCohen, Pennsylvania, isproviding local advice for AMP's state ofincorporation. Cravath, Swaine & Moore, New York, is

The British government and London & Continental Railways (LCR)have announced the advisers for the planned financing of the first stage of the Channel Tunnel Rail Link (IFLR December 1998). HSBC and Warburg Dillon Read have been appointed asj oint lead managers and arrangers on next year's Eurobond offering, which is expected to raise C2.65 billion ($4.45 billion). Deputy Prime MinisterJohn Prescott says: "These appointments are a significant milestone in the financing ofthis excitingproject." UK law firm Clifford Chance has been appointed as legal adviser to HSBC and Warburg Dillon Read. Clifford Chance capital markets partners Robert MacVicar and David Eatough and associatejakejackaman are leading the team. Schroders, the UK investment bank, is providing financial advice to the government regarding the Channel Tunnel Rail Link. LCR will issue the bonds and the government will unconditionally guarantee the offering. The bonds are expected to be structured in three tranches, with maturities of 12 years, 30 years and between 30 and 40 years. The offering will be made during the first quarter of1998 - probably injanuary subject to the deal's approval ofthe deal by the European Commission. InJune 1998 the government agreed to guarantee up to C3.75 billion ofdebt to finance the rail link. Stage one, guaranteed up to C2.65 billion, is the link between the Channel Tunnel and the existing line to London Waterloo station. Stage two, guaranteed for the remaining11.1 billion, isthe link between Kent and London St Pancras station.

also representingTyco. The firm wasbrought in for more specialized advice on the hostile situation with AlliedSignal. The team includes partners Philip Gelston and Lance D'Amico (corporate) ;John Beerblower and Robert Simmelkjaer (litigation); and Stephen Gordon (tax). Merrill Lynch isproviding financial advice to Tyco. Skadden, Arps,Slate, Meagher & Flom, New York, isrepresenting AMP. The team includes partners PeterAtkins, Daniel Stoller, Steven Rothschild and Mark Smith (M&A); Charles Fox, David Freidman and Richard Grossman (banking); Stuart Finkelstein (tax) and Stuart Alperine (employee benefits). Credit Suisse isproviding AMP's financial advice.

$70 billion Astra and Zeneca merger On December 9 pharmaceutical groups Astra of Sweden and Zeneca of the UK announced thatthey are merging ina deal which will create Europe's largest pharmaceutical group with a market capitalization of $70 billion.The deal is Europe's largest ever merger. Swedish firm Vinge isadvising Astra Theteam of lawyers isheaded by Hans Wibom (corporate finance), Christoffer Saidac (structure) and Bertil Villard (M&A), all partners inthe Stockholm office. Astrahas also hired UK firm Slaughter and May. Partners Nigel Boardman (corporate), George Goulding (corporate), Malcolm Nicholson (antitrust) and Stephen Edge (tax), are assisting on the transaction from the firm's London office. Both Astra and Zenecaare listed on the New York stock exchange. Handling US aspects of the deal forAstra isNewYork firm Winthrop, Stimson, Putnam &

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Roberts. The team of lawyers is led by partners FrodeJensen (M&A) and Robin Spear (corporate M&A), Sutton Keany (antitrust), William Burke (tax) and James Chundy (tax) all from the New York office. Peter Brown (M&A), a partner in the London office, is also assisting on the deal. Advising Zeneca is UK firm Freshfields, London. The team of lawyers is led by Julian Long (M&A) and Anthony Salz (corporate). Also advising Zeneca is US firm Davis Polk & Wardwell. Thomas Reid (tax) and John Paton (tax) from the London office are advising on the deal. Partners Peter Douglas (antitrust), Ronan Harty (antitrust), Patrick Bradford (antitrust) and Mario Verdolini (tax) are also advising on the deal from the New Yorkoffice. Zeneca has hired Swedish firm Mannheimer Swartling as local counsel. The firm is unwilling to name the partners assisting on the transaction.

International Financial Law Review IJanuary 1999

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