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published DECEMBER 10, 2009

Weil, Gotshal & Manges Advises on European High Yield Triple

A Weil, Gotshal & Manges' London capital markets team has advised on two high yield bond issues and a high yield tender offer, which have closed in the past two weeks. Weil Gotshal advised on the successful tender offer by HAL Holding for the high-yield bonds of Safilo, the world’s second largest eyewear maker. The bond issues were for CEDC, the largest vodka producer in the world and TVN, Poland’s leading private television broadcaster. Weil Gotshal has an impressive track record in high yield work this year, including the first high yield refinancing of a European private equity backed company after the credit crunch for the Frankfurt-listed, Apax portfolio company, IFCO. On 30 November 2009, HAL Holdings N.V. a Euronext Amsterdam listed investment company successfully completed its tender for the majority of the €300 million high yield bonds of Safilo Group SpA, a Milan based eyewear manufacturer. This tender was unusual in being a true third party tender, whereby HAL, as a potential acquiror of a significant equity stake in Safilo, conditioned its acquisition of its equity interest on, among other things, acquiring a sufficient amount of tendered bonds to effect amendments to their conditions. Weil Gotshal represented HAL alongside Gianni, Origoni, Grippo and Partners. Safilo was represented by Linklaters. On 2 December 2009, Nasdaq-listed CEDC closed a $870 million high yield bond issue, with the senior secured notes maturing in 2016. This was combined with an equity offering of 10,250,000 ordinary shares with an option to underwriters to purchase an additional 1,025,000 shares valued at up to $350 million. The net proceeds of the offerings will be used to redeem CEDC’s outstanding notes due 2012, repay certain indebtedness and purchase Lion Capital’s remaining equity interest in the Russian Alcohol Group. Weil Gotshal advised Goldman Sachs International, Citi and Deutsche Bank as joint book runners of the high yield issue and Jefferies & Company and UniCredit, as the joint book running managers and joint global co-ordinators; and Renaissance Securities (Cyprus) Limited, as co-lead manager on the equity offering. Dewey & LeBoeuf advised the issuer. On 19 November 2009 TVN S.A., Poland's leading private television broadcaster listed on the Warsaw Stock Exchange, closed its offering of EUR 405 million fixed rate senior notes due 2017. Weil, Gotshal & Manges acted as the global legal counsel to TVN S.A.; J.P. Morgan and Nomura acted as the global co-ordinators and lead bookrunners on the transaction, Calyon acted as a bookrunner and Nordea, Rabobank and UniCredit Group HVB, as the co-managers of the offering. Weil, Gotshal & Manges is also advising TVN S.A. on its planned issue of a second tranche of senior notes in the principal amount of EUR 188 million to finance TVN’s purchase of the remaining 49% interest in the 'n' digital platform from the ITI Group. Simpson Thacher & Bartlett LLP advised the initial purchasers. The London teams for these three transactions were led by US-qualified capital markets partner Peter Schwartz and included Aparna Ravi, Lauren Blair, James Cousins, Daniyal Stanton, Christianne Torkelsen, Augustine Bourne, Lewis Blakey and Akshay Kundaiker. London capital markets partner James Cole also advised on the Safilo tender offer. Weil's Warsaw teams were led by Pawel Rymarz and Anna Frankowska, with Boris Dolgonos in New York.