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Hogan Lovells, CMS, and Norton Rose Fulbright Advise on Arcus Infrastructure Partners' Multi-Step Acquisition of Majority Stake in Gdansk Transport Company

Hogan Lovells, CMS, and Norton Rose Fulbright Advise on Arcus Infrastructure Partners' Multi-Step Acquisition of Majority Stake in Gdansk Transport Company

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Hogan Lovells has advised Arcus Infrastructure Partners on the acquisition of an 85% stake in the Gdansk Transport Company S.A., a special purpose company set up in 1996 to pursue the DBFMO project for the northern section of the AmberOne A1 motorway concession in Poland. The acquisition was a multi-step transaction, involving Arcus's acquisition of NDI Autostrada sp. z o.o. (NDIA), which owns a 25.31% stake in GTC, from Grupa NDI and Transport Infrastructure Investment Company (TIIC). As part of the acquisition, NDIA also exercised its right of first refusal on A1 Invest AB Skanska’s 30% stake and on John Laing Infrastructure Limited's 29.7% interest in GTC, taking NDIA’s ownership in GTC to 85%, with Intertoll Europe retaining the residual 15% shareholding and remaining the operator of the A1 motorway. Norton Rose Fulbright advised Grupa NDI and TIIC, CMS advised John Liang, and DLA Piper advised Skanska.

Hogan Lovells also represented Arcus Infrastructure Partners and APG Asset Management in clearance proceedings before the Polish antimonopoly authority.

The A1 motorway in Poland is one of the country’s main traffic routes running through central Poland, connecting Rusocin, south of Gdansk, to Torun. From Torun onwards, the route leads via Lodz, Czestochowa, and Katowice, south to Gorzyczki on the country's border. The concession is due to expire in 2039.

Arcus Infrastructure Partners is an independent fund manager focused solely on longterm investments in European infrastructure. Arcus invests on behalf of institutional investors through discretionary funds and special co-investment vehicles and, through its subsidiaries, manages investments with an aggregate enterprise value of EUR 15 billion (as of September 30, 2016). 

Commenting on the transaction, Stefano Brugnolo, Senior Investment Director at Arcus, who led the acquisition, explained: “We are very pleased to announce our first transaction in Poland, demonstrating our presence and interest in the region. We are convinced that the A1 motorway represents a strong infrastructure investment proposition and we are looking forward to using our transportation asset management expertise for the benefit of the A1 motorway stakeholders.” Ian Harding, Co-Managing Partner of Arcus, added that: “This acquisition underlines Arcus’ ability to originate, evaluate and successfully execute a complex strategy resulting in a significant shareholding in an attractive asset for Arcus and its’ underlying investors.”

The Hogan Lovells team consisted of Counsel Tomasz Zak, who led and coordinated all three transactions. Zak was supported by Warsaw-based Partner Marek Wroniak and Mateusz Mazurkiewicz, Tomasz Pietrzak, Adriana Bronikowska, Agnieszka Szczodra-Hajduk, Aleksandra Sudak, Dorota Walerjan, Piotr Zawislak, Karolina Olko, Lukasz Turek, Robert Gago, Radoslaw Pawluk, and Magdalena Kowara, as well as by Partner Steven Bryan and Senior Associate Hannah Logan from the firm's London office.

The Norton Rose Fulbright team advising Grupa NDI and TIIC included Piotr Strawa, Of Counsels Artur Jonczyk and Piotr Milczarek, and Senior Associate Agnieszka Braciszewska.

The CMS team advising John Laing Infrastructure Limited on the approximately EUR 146.9 million disposal of its 29.69% interest in Gdansk Transport Company S.A, originally to First State Investments and following a pre-emption to co-shareholder NDI Autostrada was led by London-based Partner Sandra Rafferty and included London-based lawyers Pamela Grieve, Henry Wood, Steven Hodgkins, Ruth Jones, Sam Dames, Jonathan Dames, Thomas Bishai, Stephanie Flynn, Laura Allner, Graham Paul, Louise Boswell, David Bridge, Satyen Dhana and Sharon Skipper. The firm's team in Warsaw included Partners Iga Lis, Marek Sawicki, and Andrzej Posniak, and lawyers Ewa Stykowska, Izabela Gebal, Tomasz Zwolinski, Jakub Rachwol, and Agnieszka Wierzbicka.

DLA Piper did not reply to our inquiry on the matter.

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