On July 28, 2022, CEE Legal Matters reported that ODI Law had advised Holding Slovenske Elektrarne on a EUR 350 million cross-border syndicated debt refinancing. CEE In-House Matters spoke with Matej Petrisic Assistant Head of Legal Affairs and Corporate Governance at Holding Slovenske Elektrarne, to learn more about the matter.
CEEIHM: Please tell us a bit about Holding Slovenske Elektrarne and its operations in Slovenia.
Petrisic: Holding Slovenske elektrarne d. o. o. – wholly owned by the Republic of Slovenia and managed through Slovenian Sovereign Holding – is the controlling company in the HSE Group. The company’s operations are mostly based on the sales and trade of electricity, the optimization of the production of the HSE Group, as well as on the management and implementation of energy projects. The HSE Group is the largest producer and seller of electricity from domestic sources on the wholesale market in Slovenia and the largest Slovenian producer of electricity from renewable sources, including from the largest Slovenian solar power plant that was commissioned in 2021. As such the HSE Group supplies the market with electricity, which is produced through a combination of different sources, securing the safe, reliable, and quality provision of electricity to domestic and international clients.
CEEIHM: As reported by CEELM, you were recently advised by ODI on a EUR 350 million cross-border syndicated debt refinancing. What is the refinancing intended for?
Petrisic: It is indeed the case that recently HSE entered into a EUR 350 million syndicated facility through which in part we refinanced our existing debt as well as in part secured additional long-term liquidity. This cross-border operation consisted of both term and revolving facilities, reflecting our financing needs.
CEEIHM: What were the most challenging legal aspects of this refinancing?
Petrisic: As in any large cross-border transaction, challenging issues arise, and, when tackling those, you need to keep two things in perspective: dedicating the necessary focus to complex details while keeping the overall deal clear and coherent. Especially in a financing facility, it is paramount to take into account the different needs of the parties involved and various aspects of the deal in order to come to a suitable solution – knowing the objectives you need to achieve, being aware of the financing institutions' limitations, keeping in mind cross-contract permits and representations, while making sure the contract wording to be clear for any reader regardless of their background. It might be the case that certain wording may be regarded differently by corporations or by financial institutions, so ensuring all provisions are drafted in an unambiguous way can require extra attention from everybody involved.
CEEIHM: And how was the legal work split between your own in-house team and your advisors?
Petrisic: Our own in-house team carried out all the necessary steps towards state authorities that needed to issue their consent to the financing operation as HSE is due to being 100% state-owned, subject to specific rules on acquiring debt. Additionally, the term sheet and mandate letter were as well negotiated by our internal team of experts. On the other hand, the external counsel, ODI, led the review and negotiations of the syndicated loan facility text itself, where also our in-house team provided its own material input. Moreover, ODI independently produced its written report on the financing operation as an external legal expert for the purposes of obtaining state authorities' consent as required by local legislation.
CEEIHM: And why did you pick ODI as your advisor for this matter?
Petrisic: HSE is committed to competitive and efficient procurement, thus external legal counsel was engaged after obtaining several proposals from experienced Slovenian law firms with a track record of advising in similar financing operations. ODI, while demonstrating its competence to advise on this matter, at the same time provided the most competitive pricing for their services.
