Paris

Willkie Farr & Gallagher LLP
21-23 rue de la Ville l'Evêque
75008 Paris

T: +33 1 53 43 4500
F: +33 1 40 06 9606
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Established in Paris in 1921, the office counts about 70 lawyers including 14 partners. Our top tier lawyers are ranked among the best in their respective local markets and have uniquely broad and deep industry experience. We regularly represent high-profile French and multinational companies, investment funds and financial institutions in the most sophisticated legal matters, business disputes and transactions.

CORE AREAS OF EXPERIENCE

Our areas of experience include:

  • Private Equity
  • Mergers & Acquisitions
  • Competition and Antitrust 
  • Capital Markets
  • Finance
  • Project Finance 
  • Tax 
  • Restructuring and Business Reorganization 
  • Litigation and Arbitration
  • White-Collar Crime
  • Public Law and Environment

Corporate

Our Corporate team is one of the most experienced and recognized in the Paris market. Our mergers and acquisitions and private equity team represents clients in leveraged buyouts, mergers, acquisitions, tender offers, joint ventures and private equity investments. We advise numerous investment funds and assist financial services companies in complex acquisitions, leveraged buyouts and companies’ divestment.

We also advise issuers and underwriters in domestic and international offerings of equity and debt securities and assist clients with public securities offerings, flotation and financial regulations. Willkie Paris has significant experience in advising borrowers in the field of domestic and cross-border financing and in representing both issuers and institutional investors in debt private placements.

Our corporate attorneys benefit from the strong business acumen and legal experience of complementary areas of practice, including tax, antitrust, regulatory and public law, restructuring, litigation and environment law.

Corporate Experience

  • IK Investment Partners in its acquisition of a significant minority stake in leading customer services outsourcing company B2S Group
  • IK Investment Partners in its agreement to acquire orthopedic implant manufacturing company Marle from The Carlyle Group
  • PAI Partners in its negotiations to acquire European specialty pharma company Ethypharm from Astorg
  • Arkema in the sale of its activated carbon and filter aid business to Calgon Carbon
  • Captain Train in its acquisition by KKR portfolio company Trainline, combining the #1 independent rail ticket retailers in the UK and Continental Europe
  • PAI Partners and ADB Airfield Solutions in the acquisition of Safegate
  • Bpifrance in connection with Vallourec’s €1 billion equity fundraising
  • IK Investment Partners in its negotiations to sell leading European food solutions provider Solina Group to Ardian Mid Cap Buyout
  • IK Investment Partners in its €283 million Sale of Lucas Meyer Cosmetics (unit of the Unipex Group) to New York-based International Flavors & Fragrances Inc.
  • IK Investment Partners in the acquisition of Cérélia Group, a leading European manufacturer of ready-to-bake chilled dough products
  • CMA CGM Group in the acquisition via its freight forwarding subsidiary of a strategic stake in LCL Logistix, a leading Indian logistics company
  • Groupe Unipex in the disposal of its North American specialty chemicals distribution business to KODA Distribution Group
  • Feu Vert, the European leader in automotive equipment and maintenance, and its majority shareholder, Qualium Investissement, in Feu Vert’s €250 million refinancing
  • Elliott Management Corporation as part of an investment group in a $115 million round of financing for start-up SIGFOX, provider of a cellular network dedicated to the Internet of Things. The transaction was cited as the largest VC financing in France to date
  • Ekkio Capital in its acquisition of Audevard, a veterinary pharmaceutical company focused on the equine field
  • Wendel in its acquisition of a majority interest in Constantia Flexibles, a deal valuing Constantia Flexibles at €2.3 billion
  • PAI Partners in its acquisition of a majority interest in DomusVi, a leading French retirement and nursing home company
  • Teleperformance in its $325 million U.S. private placement, the company’s first senior unsecured debt issue
  • Swissport in the sale of its French ground handling operations to GH Team
  • Arkema in the proposed €1.74 billion acquisition of Bostik from Total SA
  • ISS in the sale of its landscaping activities to Chequers Capital
  • Ekkio Capital in the sale of BO resort
  • NXMH in the acquisition of Stokke
  • Kiloutou in the acquisition of Most Location
  • Ekkio Capital in the sale of Risk & Co
  • Swissport in the acquisition of Servisair
  • Meriguet Group’s founders and management in the investment made by Qualium Investissement
  • Macquarie and other exiting shareholders in the sale of Rossignol to Altor
  • Arcapita, CEPL  shareholder in the acquisition of CEPL by ID Logistics
  • Elior in the acquisition of TrustHouse
  • Caisse des Dépôts et Consignations with regards to the JV with EON regarding the biomass plant in Gardanne, France
  • CDC with respect to the reallocation of its shareholding in EADS
  • DCNS in its joint venture with Piriou
  • PAI Partners in the acquisition of ADB
  • CMA CGM in the sale of Terminal Link
  • PAI Partners in the acquisition of IPH
  • Arkema in the proposed sale of its Vinyl product business segment to Klesch
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Competition and Antitrust

Our Competition and Antitrust practice works in close collaboration across our network of European and international offices.

Our locally and internationally renowned team focuses on providing counsel in all aspects of the competition and antitrust issues: merger control, state aids, vertical and horizontal agreements and abuse of dominant position (predatory pricing, loyalty rebate, cross subsidization, restrictive practices, etc.). Our practice also regularly advises on a full spectrum of complex agreements (joint ventures, R&D, long-term supply, exclusive arrangements) and develops compliance programs.

Our leading practitioners have a strong professional relationship with competition authorities at the European level (European Commission, Court of Justice and European Community Court) and at the national level (particularly in France, Belgium, Italy and Germany).

Competition and Antitrust Experience

  • CMA CGM in its acquisition of OPDR
  • TDF shareholders (comprising Brookfield, PSP, APG and Arcus) in obtaining the dismissal of the complaint filed by rival FPS before the French Competition Authority
  • Orange SA in its  €3.4 billion acquisition of Jazztel, plc
  • France Telecom before the Court of Appeal (Paris) in the context of an alleged abuse of dominant position against Cogent
  • France Télévisions’ on its long-term financing regime
  • CMA CGM in the sale of 49% of Terminal Link
  • PAI Partners in the acquisitions of IPH and ADB
  • EDF before the antitrust authority in the context of an alleged abuse of dominant position against SUN’R – ongoing
  • Represented the French State in obtaining EC Approval for €1.2 Billion PSA Group Aid
  • EDF in the acquisition of Edison
  • EDF in the acquisition of Photowatt
  • CMA CGM with regards to the FSI’s investment
  • CMA CGM with regards to an investigation related to sea transport services from North Europe to the French West Indies – ongoing
  • CMA CGM with regards to an investigation launched by the European Commission against several liner shipping companies regarding potential anticompetitive agreements and/or abuse of dominant position – ongoing
  • Eurotunnel in the acquisition of Sea France’s assets
  • GDF Suez in obtaining the largest antitrust fine reduction in a major EU cartel case in the energy sector (more than €230 million). The team was nominated in the category “Litigation of the year” by Global Competition Review
  • Teva Pharmaceutical Industries in its $6.8 billion acquisition of pharmaceutical company Cephalon
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Finance

Our Finance attorneys provide counsel on a wide range of financing transactions in France and abroad for large sponsors and corporates as well as a number of leading lending institutions.  Our team handles syndicated and bilateral lending, leveraged finance and acquisition finance, real estate finance, private placements, recapitalizations and corporate restructurings and workouts.

Finance Experience

  • Eurazéo with regard to the financing of the acquisition of Glion-Les Roches
  • Tikehau with regard to the financing of the acquisition of Cisbio by Abénex
  • Carlyle, together with its portfolio company Homair, on the financing aspects of the acquisition of European Camping Group
  • BlueGem on the financing aspects of the acquisition of DMC
  • IK Investment Partners on the financing aspects of the acquisition of B2S
  • PAI Partners, together with its portfolio company ADB, on the acquisition of Safegate
  • CMA CGM on the acquisition of Neptune Orient Limited, including the financing thereof
  • Ipsos in the implementation of a new syndicated RCF facility
  • Essilor in the renegotiation of its €900 million revolving facility agreement
  • Ekkio with regard to the acquisition of Health City, including the financing thereof
  • Latour Capital with regard to the acquisition of Syclef, including the financing thereof
  • IK Investment Partners in the acquisition of Cerelia and the subsequent acquisition of De Bioderij by Cerelia, including the financing thereof
  • Towerbrook, together with its portfolio company Kaporal, in the implementation of a new credit facility
  • Tikehau with regard to the financing of the acquisition of Flexitech by Sun Capital
  • Lagardère with regard to the acquisition of Paradies, including the financing thereof
  • Apollo and Monarch in the lender-led restructuring of Latécoère
  • Apsys on its Euro PP
  • Cathay with regard to the financing of the acquisition of Phinex/Cenexi
  • Qualium with regard to the acquisition of Sogal, including the financing thereof
  • Faiveley Transport on its €350 million refinancing facility
  • Gemalto on its USPP
  • The initial cocom and key lenders in the lender-led restructuring of Vivarte
  • Centerbridge and Angelo Gordon in their takeover of Frans Bonhomme through a debt-to-equity swap
  • The members of the mezzanine steering committee in the financial restructuring of Consolis
  • STX France in connection with the construction financing for the newbuild Oasis IV cruise ship ordered by Royal Caribbean Cruises Ltd.
  • Kiabi in its revolving credit facility agreement
  • European Capital and Tikheau on the financing of the acquisition by Asmodée of Fantasy Flight Games
  • PAI Partners in the acquisition of DomusVI and its PIK financing
  • IK Investment Partners and Solina SFINC with regard to a new loan facilities (including for the acquisition of a Danish target company)
  • Ardian (ex Axa Private Debt) on the PIK financing of the acquisition by Temasek and others of Ceva Santé Animale
  • PAI Partners on the acquisition of Labeyrie Fine Foods, including the financing thereof
  • Yoplait with regard to a new loan facility and a USPP financing
  • Icade on a new credit facility
  • European Capital and Tikheau on the financing aspects of the acquisition of Asmodée by Eurazeo
  • NXMH in relation to the acquisition of the Stokke group, including the financing thereof
  • CenterBridge Partners and Angelo Gordon in the acquisition of Frans Bonhomme, including the financing thereof
  • Ardian (ex Axa Private Debt) on the financing aspects of the acquisition by Equistone of Europeenne des Desserts
  • Meriguet Group’s founders and management in the investment made by Qualium Investissement
  • Essilor in the context of a syndicated revolving facility refinancing of its existing back-up facility together with bilateral facilities
  • PAI Partners on the acquisition of ADB Airfield Solutions, including the financing thereof
  • Co-advised Axa Private Debt on unitranche debt aspects for the acquisition of the IPH Group by PAI Partners
  • Axa Private Debt on unitranche debt aspects of a capex financing for Ceva
  • IK Investment Partners in the acquisition of Unipex
  • Bonduelle in a European private placement
  • Sonepar in its USPP
  • Bonduelle in relation to the implementation of a €300 million revolving credit facility
  • Icade in a complex refinancing including a medium term loan, a back-up RCF facility and a forward start facility (the first for a real estate business in France) put in place in the context of the public takeover bid over Silic
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Project Finance

Our Project Finance practice is at the forefront of local market firms advising on major transportation and public infrastructure projects including roads, rail, hospitals, airports, prisons and police stations.

Project Finance Experience

  • Advised the Azzurra consortium (consisting of the Atlantia Group, EDF Invest and Aeoporti di Roma) on the bid for the privatization of Nice’s airport; the consortium will acquire the French state’s 60% interest in the company that controls three airports on the French Riviera
  • Setrag and Comilog, Gabonese subsidiaries of the French mining group Eramet, in the context of the €85 million financing by International Finance Corporation and Proparco of the first tranche of the rehabilitation and renewal project of the Transgabonais railway in Gabon
  • The consortium formed by the Nord de France Administrative Region’s Chamber of Commerce and Industry, the territorial Côte d’Opale Chamber of Commerce and Industry, CDC Infrastructure and Meridiam with respect to the 50-year concession agreement for the operation, maintenance and development of the sea-ports of Calais and Boulogne-sur-Mer for fifty years, including the design, completion and financing of an extension to the Calais port (“Calais Port 2015” project) representing an investment of more than €900 million
  • The lenders in the refinancing of the French A63 toll road (between Gironde and Landes), which involved a €860 million credit facility with a 25-year maturity made available to Concessionaire Atlandes
  • Exeltium SA, a project company that supplies electricity in France, in the successful refinancing of its €1.435 billion senior debt
  • The sponsors (including Meridiam, Rönesans, Sila Group, and Sam Yapi)  and the project company in the second healthcare  public-private partnership (PPP) in Turkey, which provides for the design, financing, construction, operation and maintenance of a new 476-bed hospital in Yozgat, Turkey
  • Meridiam and Rönesans as the main sponsors of the first healthcare public-private partnership in Turkey, a €550 million project that will create a major healthcare facility in Adana, Turkey’s fifth largest city  
  • OFI Infravia in the acquisition of a stake in Régaz Bordeaux
  • The lenders on the public-private partnership (PPP) project for the L2 road project in Marseille
  • Advisor on the project for the design, financing, construction and maintenance of four new prisons in France for a total amount of €415 million
  • ADTIM, Infravia Numérique, Caisse des Dépôts & Consignations, ETDE and AXIONE with regard to the due diligence and the acquisition aspects and ADTIM in the negotiation of the financing and project documentation; Willkie also advised Infravia Numérique and Caisse des Dépôts & Consignations  in the setting-up of the mezzanine financing
  • Advisor on the innovative financing of the “Operation Campus” of Bordeaux University
  • Advising on the financing of the second tranche of the upfront payment for the purchase of electricity from EDF under a limited recourse project financing scheme for its on-sale to Exeltium II clients
  • The sponsors on the design, building, maintenance and financing the Nimes - Montpellier railway bypass
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Tax

Our Willkie Paris tax group is recognized for its broad experience in advising clients on tax-related aspects of all types of transactions.

With extensive experience in business and financial matters, our tax group is highly skilled and has a strong reputation for creating efficient tax structuring solutions. Our attorneys work closely with major audit firms to develop complex financing and acquisition structures in local and international matters.

Tax Experience

  • ISS in the sale of its landscaping activities to Chequers Capital
  • Jacques Veyrat (Impala) in the buy-out of CPI, currently owned by his creditors
  • Meriguet’s founders and management on the tax aspects of the acquisition by Qualium investissement of a stake in Meriguet
  • PAI Partners on the tax aspects of the acquisition of IPH
  • CMA CGM on the tax aspects of the sale of 49% of Terminal Link to China Merchants Holdings
  • Ekkio Capital on the tax aspects of the sale of Pomme de Pain to Neuhauser Financière
  • Ekkio Capital on the tax aspects of the acquisition of Compagnie des Vacances
  • Arkema on the tax aspects of the sale of its Vinyl product business segment to Klesch
  • Advising an investment fund in the structuring of real estate acquisition (tax audit)
  • Apsys in the structuring and financing of partnerships with institutional investors to build, finance and operate commercial centers
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Restructuring and Business Reorganization

Our practice is uniquely qualified to assess more accurately the risks and challenges faced by distressed businesses, as many of our preeminent restructuring attorneys have substantive experience in the finance and business sectors.

Our restructuring and business reorganization attorneys have vast experience in advising public and private companies in complex debt restructuring matters and insolvency proceedings.

We provide counsel to debtors, shareholders and investors, in the following areas:

•    Distressed LBOs

•    Sale of distressed businesses in large groups

•    Complex multijurisdictional restructuring

•    Insolvency proceedings

•    Liability lawsuits

Our team works collaboratively with our litigation and white-collar attorneys to advise companies and their management teams throughout the business restructuring process. Our restructuring and business reorganization team is widely recognized by prestigious international industry publications and rankings. Our highly skilled attorneys work seamlessly across all areas of practice to provide the maximum benefit of our firm’s experience to our clients.

Restructuring and Business Reorganization Experience

  • Members of the ad hoc lender committee and anchor investors as part of the financial restructuring of the French fashion retailer Vivarte, marking the largest-ever fully consensual French restructuring. The restructuring involved a debt for equity swap/write off of €2 billion and a €500 million infusion of new money
  • Transdev as minority shareholder of SNCM regarding state aid granted to the company – ongoing
  • Jacques Veyrat (Impala) in the buy-out of CPI, currently owned by his creditors
  • Hachette Livre in  the bankruptcy proceeding of its subsidiary Actissia – ongoing
  • Ateliers Mériguet in its acquisition of Boiseries et Décoration under bankruptcy proceedings – ongoing
  • Ateliers Mériguet in its acquisition of EDM Projet, group in conciliation and then in safeguard proceedings – ongoing
  • Centerbridge and Angelo Gordon as major creditors of Frans Bonhomme, in their acquisition of Frans Bonhomme, owned by Cinven
  • Arkema as former shareholder of Kem One Group acquired by Klesch Group and a part of which filled for bankruptcy proceedings – ongoing
  • Hachette Livre as major supplier of Virgin, in bankruptcy proceedings – ongoing
  • Qualium in the financial restructuring of Quick Group
  • CDC Entreprise and other financial minority shareholders of Loret Telecom in the context of the safeguard proceedings of Loret Group's companies
  • Pragma Capital, in the context of Leyton's restructuring
  • Arcapita, in the context of CEPL restructuring
  • Cocom mezzanine's lenders, in the context of Consolis's buy-back
  • Doux in its restructuring in the context of a conciliation and then a bankruptcy proceedings
  • CMA/CGM in its financial restructuring (renegotiation senior debt and RCF, FSI entrance, strengthening of equities)
  • Park Square, second "lien" lenders in the context of Mediannuaire restructuring, Pages Jaunes controlling holding, listed company
  • Apax Partners in the context of Parkeon company's takeover, via a debt buy-back
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Litigation

Our Litigation practice has handled some of the most complex and high-profile matters in France and international jurisdictions. Our local litigators are among the most distinguished practitioners in France and international jurisdictions and advise on a broad range of matters and business disputes in civil and commercial litigation, domestic and international arbitration, local and compliance and enforcement and white-collar crime. Our areas of focus include the following:

  • Civil and commercial litigation: advising international clients on complex procedures in multiple jurisdictions.
  • Domestic and international arbitration: significant experience advising on merger and acquisition-related matters such as shareholders’ disputes.
  • Compliance and enforcement: substantial experience conducting internal investigations and counseling companies and individuals on compliance and corporate governance matters.
  • White-collar crime: strong white collar crime experience advising local and multinational managers and legal entities.

Litigation Experience

  • Lagardère in a litigation against Vivendi related to Canal+ cash management
  • AFD in a litigation related to the seizure of public state aid to Congo
  • Wendel, as defendant, in proceedings initiated by Editions Odile Jacob in relation to the validity of the purchase, by Wendel, of EDITIS from Lagardère in 2004 and subsequent sale to Spanish publishing giant Planeta in 2008 – ongoing
  • Daimler AG in dealing with issues arising out of French law (data privacy and judicial cooperation) in relation to the conduct of investigations by the corporate compliance monitor appointed in accordance with the Deferred Prosecution Agreement entered into with the US DOJ
  • Acting as counsel for the Luxembourg company URUS Corporation as plaintiff in a multi-jurisdiction criminal investigation that concerns the Gabon airline company Air Service
  • Representing and assists GL events in connection with allegations of corruption in Asia
  • Compagnie Financière de Logistique in a litigation related to misuse of company’s assets against the former CEO
  • An investor from Luxembourg in a breach of trust procedure
  • Eurotunnel in the litigation regarding the award of the ships of SeaFrance adjudicated in the framework of SeaFrance liquidation proceedings
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Public Law and Environment

The uniquely broad experience of our Public Law and Environment practice has received significant recognition from leading local and international legal industry rankings and indices. Our public law team advises public bodies, local governments, semi-publicly owned companies and financial institutions on the construction, financing and management of public assets and services (underground trains, hospitals, stadiums, plants for treatment of household waste, etc.), including in connection with public-private partners. We advise on a wide range of domestic and international transactions in particular for sponsors and corporates as well as a number of leading lending institutions.

Our attorneys provide counsel in all areas of environmental law as it relates to M&A transactions as well as administrative, civil and criminal litigation, shutdowns of industrial sites, negotiation with French and European authorities and regulatory issues.

Public Law and Environment Experience

  • Agence France Locale, the first funding agency 100% owned by local governments and dedicated to their financing in France, on all the legal aspects of the project from the establishment of the agency to its operational launch including its structuring, the drafting of the legal corpus governing its operations and of the mechanisms by which new local governments can become members
  • OFI Infravia in the acquisition of a stake in Régaz Bordeaux
  • DFE on the financing aspects of the construction, maintenance and operations of new campus in Grenoble university
  • Advising on the project for the construction, financing, maintenance and operations of the Highway L2 in Marseille
  • Natixis and the city of Marseille in a € 40 million private placement
  • Natixis in two bond issues for Champagne Ardenne region
  • Agence Française de Développement (AFD) on several issues
  • Advising banks pool and 16 hospitals in their € 228 million bond issue
  • Pays de la Loire region in relation to the setting up and the update of a euro medium term notes program
  • Advising banks pool and 44 French local authorities in their €610 million bond issue
  • Chemtura on the environmental issues regarding the transfer of its Seveso classified site in Catenoy (Oise)
  • Arkema on the environment aspects of the sale of its Vinyl product business to Klesch Group and subsequent issues relating to the insolvency procedure affecting the newly created entity Kem One
  • Petroplus on the environmental/regulatory aspects of the contemplated shut down of the Reichstett refinery (Alsace - France)
  • FMC Chemicals in a the context for the challenge of the decision taken by the EU authorities and the French government to withdraw one of its key products from the market (bifenthrin)
  • Assisting the Caisse des Dépôts et Consignations with regards to the acquisition of shares in a company specialized in renewable energy – ongoing
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Recognition, Honors & Awards

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