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Experience
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Our Experience

Corporate Finance expertise of Conybeare Solicitors is regularly relied upon by clients who appreciate a premium legal advisory service based on an exacting standard of technical expertise combined with a realistic grasp of economic reality and a healthy dose of business acumen. Their growing reputation often sees them working alongside or in place of international or large law firms on both domestic and cross-border transactions.

Our Corporate finance experience has been gained over many years and across a number of sectors

M&A – Oil & Gas – Sale of E&P Company – Hungary

We acted for our Austrian client company on the sale of its 100% holding in a Hungarian exploration and production subsidiary holding a current hydrocarbon exploration license along with 5 hydrocarbon production licenses by way of a share sale and purchase for a significant cash consideration and a committed ongoing work program.

M&A – Oil & Gas – Sale of Producing Assets / Production Licenses – Hungary

We acted for our Hungarian Oil & Gas client company on the successful sale of oil producing assets / production licenses in Hungary. The transaction required approval of the Hungarian mining authority.

M&A – Real Estate – Purchase of Holding Company – Hungary

We acted for our client company on the successful negotiation and acquisition of a real estate holding company from a court appointed liquidator, holding a distressed commercial property in Hungary.

M&A – Real Estate – Sale of Property – Hungary

We acted for our client company, together with Hungarian legal counsel, on the successful negotiation and sale of a prime location commercial real estate interest in Budapest to investors.

M&A – Oil & Gas – Farm-out Agreement – Europe

We advised our German Oil & Gas client company on the legal interpretation of the terms of a farm-out agreement governed under English law relating to the “carry” premium to be paid and farm-in obligations.

M&A – Oil & Gas – Purchase of Drilling Company – Europe

We acted for our service contractor client company on the screening and preliminary due diligence review of its proposed purchase of a European drilling contractor company which included reviewing and considering existing drilling contracts and pending tender submissions.

M&A – Real Estate – Purchase of Distressed Loan – Hungary

We acted for our client company, together with Hungarian legal counsel, on the client’s successful competitive tender to purchase a distressed loan from a Hungarian bank, together with existing security.

M&A – Oil & Gas – Intra-group Loan Agreements – Hungary, France, Bermuda, Turkey and USA

We acted for various client companies, together with local tax advisers, in drafting a significant number of intra-group loan agreements to properly record the movement of cash within the client group of companies, including for intra-group financing arrangements, as well as for off-setting liabilities by way of dividends and in compliance with transfer pricing agreements.

M&A – Oil & Gas – Sale of E&P Company – UK and Romania

We acted for our English Oil & Gas client company on the pre-sale restructuring of its Romanian exploration and production subsidiary company and its consequential sale by way of a share sale and purchase to a Romanian buyer.

M&A – Oil & Gas – Sale of E&P Company – Hungary and Austria

We acted for our Austrian client company on the sale of its 100% holding in a Hungarian exploration and production subsidiary holding a current hydrocarbon exploration license along with 5 hydrocarbon production licenses by way of a share sale and purchase for a cash consideration of EUR 20m and a work program of EUR 10m. The transaction was negotiated, documented and completed within a short time period.

M&A – Oil & Gas – Call Option Agreement – Hungary and Serbia

We acted for our Hungarian client on the granting of a call option to the leading oil company in Serbia (a subsidiary of Gazprom Neft) to acquire a 50% stake in an exploration subsidiary operating in Hungary. The call option structure was deployed to facilitate the ability of the parties to take into account EU competition law issues relating to the joint venture and additional hydrocarbon exploration licenses to be held by the joint operating company.

M&A – Oil & Gas – Purchase of Oil Field Service Companies – HU, Bahamas & USA

We acted as local legal counsel for our private equity client and their principal US legal counsel in connection with its purchase of 100% of the ownership in a Hungarian based drilling company and a Hungarian based seismic acquisition company. We undertook a legal due diligence in relation to both companies and provided ancillary legal thereon. The purchase was a cash transaction supported by loan notes secured on a Hungarian based drilling rig.

M&A – Oil & Gas – Unconventional Assets – USA, France, Hungary

We acted as special counsel to our Hungarian client, whose parent is a NASDAQ listed oil & gas exploration company, in respect of the sale of its unconventional assets located in France to a significant independent oil & gas company. The sale formed part of a related transaction for the division of oil & gas properties/assets held in USA. There was significant time pressure to allow the transaction documentation to be negotiated, agreed and finalised across all jurisdictions. Deal value up to USD 130m.

M&A – Oil & Gas – Producing Assets – USA, France, Canada, Hungary

We acted as special counsel to our Hungarian client, whose parent is a NASDAQ listed oil & gas exploration company, in respect of the sale of its French subsidiary’s producing assets in France to a Canadian independent exploration and production company. The deal value was USD 85m.

M&A – Oil & Gas – Farm-in – Romania and Spain

We acted as special English counsel to our Romanian associate whose Spanish major oil and gas client negotiated and executed a farm-in agreement as well as an AIPN joint operating agreement with a leading national oil and gas company, in respect of 4 exploration blocks in Romania. The deal value was USD 50m.

M&A – Oil & Gas – Farm-in – Romania, Austria and Australia

We acted as special English counsel to our Austrian client in connection with their acquisition of a 50% participating interest in a Romanian exploration license from the Australian license holder.

M&A – Real Estate – 5 star hotel – Hungary / Israel / Dubai

We acted for our publicly listed client on the sale of its prestigious 5 star hotel in Budapest to a Dubai based conglomerate by way of a share sale and purchase for a cash consideration and assumption of secured bank debt. The transaction was negotiated, documented and completed within a short time period.

M&A – Oil & Gas – Hungary / Netherlands

We acted for our client on the buy-out of its minority joint venture partner for a cash consideration and an assumption of debt. In addition, the purchase price consideration was structured with a success-fee payment based on consequential potential farm-out by our client. The transaction was negotiated, documented and completed within a short time period.

M&A – Share Buy-Back – London, UK

We acted for our private company client on its buy-back, financed out of distributable profits, of a significant minority shareholder. The buy-back involved the negotiation and execution of a share purchase contract as well as a number of corporate resolutions as well as close liaison with the company’s accountants.

M&A – Oil & Gas – Hungary

We led and managed a team of Hungarian lawyers who acted for a NASDAQ listed oil & gas company on the sale of its European subsidiary focussed on exploration and production in Hungary, which was a complex transaction covering a variety of assets from producible wells, exploration licenses, natural gas pipelines, joint operating agreements and production licenses.

M&A – Real Estate Holding Companies – Hungary / Cyprus / Czech Republic / Netherlands

We managed a team of Hungarian lawyers who were local counsel to a leading Czech law firm on the legal due diligence of a number of Hungarian and offshore companies owning a prestigious office development let to the Hungarian State on behalf of a quasi-institutional property investor.

M&A – Residential Real Estate – Hungary / Cyprus

We advised a privately held private equity company from Cyprus in its legal due diligence investigations and subsequent negotiations for the acquisition of a number of companies which owned a variety of residential development projects and property portfolios in Budapest.

M&A – Residential Property Development – UK

We acted for a private company on its share buy-back of a significant equity holding from its institutional investor 3i plc via an off-market share purchase, which involved negotiations with shareholders and the drafting of a share purchase contract and associated board and shareholder resolutions and documents.

M&A – Mixed Use Real Estate Development – Hungary / Israel

We led and managed a team of Hungarian lawyers as local counsel on the extensive due diligence (legal, tax and financial) on a prominent Budapest city centre mixed use (hotel, office and commercial) real estate development project as well as ongoing transactional advisory support.

Venture Capital Trust – Composite Valve Technology – UK

We acted for a UK company on a series of fundraisings it undertook from a UK based venture capital trust (VCT) for the continued development and production of composite valves for use in a variety of industries, including offshore marine environments. The transactions were complex arrangements due to the need to comply with venture capital trust legislation requirements, resulting in an extended number of different share classes with different rights attaching to each class.

Venture Capital / EIS Investment – Independent Book Publisher – UK

We acted for a high-end UK publishing company on its raising of venture capital investment to provide it with working capital from a specialist venture capital investor along with private investors seeking Enterprise Investment Scheme (EIS) tax reliefs.

Private Equity – Specialist Manufacturer – Hungary / USA / Netherlands

We advised a team of Hungarian lawyers on the successful global business purchase by a pre-eminent US private equity firm of a leading Hungarian manufacturer of precision tools and its operational facilities and European sales and distribution arrangements.

Private Equity Ecological Water Treatment Company – Hungary

We acted for a private Hungarian company on a highly complex private equity investment by a US managed offshore hedge fund and an Austrian managed Luxembourg based venture capital fund, which included a secured bridging loan facility, all of which transactions were governed by English law.

Private Equity – Guernsey Investment Fund – Guernsey / Hungary / USA

We acted for an institutional Guernsey investment fund on the legal due diligence, negotiations and execution of a pre-IPO equity investment by it, alongside Russian institutional investors, in a US holding company of a leading CIS/CEE software development and licensing business.

Private Equity – Private Investment Fund – UK / Hungary / Czech Republic

We advised the property investment managers on their proposed establishment of a private investment fund to undertake grocery retail investments in and across CEE including the formation of joint venture arrangements with London based quasi-institutional and private family office investors.

EIS Investment – Film Financing – UK

We acted for a private limited company which raised finance from private investors who qualified under the Enterprise Investment Scheme (EIS) for tax reliefs. The work involved drafting a private placing memorandum and subsequent negotiations and execution of an EIS compliant shareholders agreement.

Finance – Bank Loan – UK and Hungary

We assisted our Hungarian client in connection with the entry of a secured project development loan facility agreement with a UK corporate borrower and its Hungarian subsidiary.

Finance – Oil & Gas – USA / Hungary

We assisted our NASDAQ listed client and their US special counsel on all Hungarian aspects of a partial group corporate restructuring as well as negotiations and execution of corporate security arrangements with the security agent on behalf of bondholders in relation to a USD100m senior notes placement.

Finance – Oil & Gas – Pre-paid oil swap transaction – UK / France / Hungary

We assisted our US listed client company, in conjunction with its primary English and French legal advisers on all Hungarian aspects of the proposed financing arrangements to be implemented by Deutsche Bank relating to a USD65m financing, which involved reviewing and commenting on ISDA Swap Transaction documentation as well as Hungarian corporate law issues.

Finance – Invoice Discounting – UK

We acted for a private financing company on its arrangements relating to an invoice discounting agreement with an international recruitment company which involved drafting a bespoke factoring agreement and related security agreements and registering the same at Companies House.

Finance – Loan Agreement – UK

We negotiated, reviewed and drafted secured and unsecured loan agreements and promissory notes for both borrowers and lenders, including complex bridge financing agreements, security documents, including personal guarantees to be given by the directors of private companies, legal charges taken over shares, debentures, mortgages, floating charges as well as fixed charges over assets, as well as undertaking extensive legal due diligence reviews of bank financing documentation.

Joint Venture – Oil & Gas – Joint Operating Company – Hungary and Serbia

We acted for our Hungarian Oil & Gas client company on the successful implementation of an incorporated joint venture with the Serbian national Oil & Gas company for hydrocarbon exploration and production in Hungary. The transaction documents required negotiation and execution of a joint venture agreement, an operator services agreement, loan facility agreements and ancillary agreements.

Joint Venture – Oil & Gas – Hungary / Serbia

We acted for our Hungarian E&P client company in connection with expanding its joint venture agreement with the leading oil company in Serbia (a subsidiary of Gazprom Neft) by the addition of an additional exploration license and the subsequent incorporation of that joint venture to create a joint operating company (JOC).

Joint Venture – Oil & Gas – Hungary / Serbia

We assisted our Hungarian client during lengthy complex negotiations relating to a joint venture agreement with the leading oil company in Serbia in relation to an unincorporated joint venture relating to the exploration and production of hydrocarbons in Hungary, but which had to take into account a number of EU and non-EU rules and regulations relating to cross-border cash-flows and receipts.

Joint Venture – Oil & Gas – Hungary / Central Europe

We assisted our client during negotiations relating to an incorporated joint venture with a major Hungarian oil & gas company in relation to the exploration and production of hydrocarbons in Hungary.

Joint Venture – Oil & Gas – Hungary / Netherlands

We worked with our Hungarian upstream client in relation to the negotiation, drafting and subsequent execution of a joint venture with a private Dutch company with oil & gas interests in Hungary and surrounding jurisdictions.

Joint Venture – Premium Cooperage – Hungary / USA / France

We advised a team of Hungarian lawyers whose client was the US owner of Hungarian operation in a complex incorporated joint venture with a prestigious French family-owned cooperage concerning the sourcing of Hungarian oak, the manufacture and worldwide distribution of premium oak casks, involving a master joint venture agreement and ancillary financing and distribution agreements.

Joint Venture – Proprietary Software – UK

We acted on the negotiation and preparation of a joint venture shareholders’ agreement for an incorporated joint venture relating to proprietary software used under license by global banks in their back office administration for the storage and retrieval of settlements and where the joint venture company was appointed as the exclusive UK reseller.

Joint Venture – Software Development – UK

We acted for one of Britain’s largest garment decoration specialists and helped them to negotiate and execute an incorporated joint venture with a software development company for the design, development and subsequent commercial exploitation of bespoke cloud-based commercial production software for use in the textile and printed garment industry by customers worldwide.

Joint Venture – Oil & Gas – Joint Operating Company – Austria / Hungary

We acted for a Hungarian oil & gas company on its incorporated 50/50 joint venture arrangement (JOC) with another Hungarian major in respect of proposed hydrocarbon exploration in the Hungarian/Croatian border areas.

Joint Venture – Oil & Gas – Joint Operating Company – Austria / Hungary

We acted for a Hungarian oil & gas company on its incorporated 50/50 joint venture arrangement (JOC) with another Hungarian major in respect of proposed hydrocarbon exploration in the Hungarian/Croatian border areas.