The largest Czech-Slovak law firm HAVEL & PARTNERS has provided, under the leadership of Ondřej Florián, comprehensive legal advice to Pražská teplárenská a.s., which is part of the Energetický a průmyslový holding, a.s. group and has long been one of the leaders in the heat energy market, on a spin-off of its assets into five successor companies. The firm’s three partners, including its founder Jaroslav Havel, together with several professional teams, have been involved in one of the most complex business transformations the firm has completed so far this year.
The HAVEL & PARTNERS advisory group consisted of the firm’s founder Jaroslav Havel, partner Ondřej Florián together with associate Soňa Karbanová Schweizer (corporate law), partner Lukáš Syrový and associate Adam Karban (real estate law), counsel Josef Žaloudek and his team (tax law).
The value of assets spun off from Pražská teplárenská amounts to billions of Czech crowns. The transaction included not only a precise specification of the individual items of the spun-off parts of the assets and the compilation of the opening balance sheets of the participating companies, but also setting up the future legal relations between the participating companies. Thus, in addition to the standard provisions required by the Transformation Act, the demerger project also regulated ancillary arrangements concerning in-rem pre-emptive rights, the establishment of obligations corresponding to easements (both in rem and in personam) to set the future operating regime and cooperation between the parties, and registration of reservations for machinery to maintain the legal regime between the participating companies in relation to complicated operating technology. The transaction also included a demerging company’s registered capital decrease.
Pražská teplárenská a.s., which was founded in 1992 and currently has over 500 employees, ensures the energy supply to more than 230,000 households and thus covers 25% of the thermal energy market in Prague and its vicinity. Pražská teplárenská is part of the Energetický a průmyslový holding, a.s. (EPH) group. The EPH energy group, founded in 2009, associates more than 70 companies and is the largest heat supplier in the Czech Republic, the largest electricity producer and the second largest electricity distributor and supplier in Slovakia, and the second largest brown coal producer in Germany. At present, the EPH Group companies employ around 25,000 people and possess assets worth EUR 16.7 billion.