Sale of NPL Portfolio
1. HETA ASSET RESOLUTION Bulgaria OOD and HETA ASSET RESOLUTION AUTO BULGARIA OOD, jointly hereunder referred to as "HAR Bulgaria", intend to sell a Non-Performing Portfolio of financial lease and loan receivables with gross exposure of up to EUR 130 million and accrued interest of up to EUR 37 million (the "Portfolio"), and such sale hereinafter referred to as the "Transaction". The borrowers and the guarantors of the receivables are located primarily in Bulgaria. Although it is the clear preference to sell the whole Portfolio via one single Transaction to one bidder, the Portfolio shall be offered in tranches (the "Tranches") and bidders can tender for some or all of the Tranches. HAR Bulgaria's shareholders would also welcome expressions of interest for the acquisition of HAR Bulgaria (including the Portfolio) via a share-deal. If such interest will be expressed HAR Bulgaria reserves the right to amend the sale process accordingly at any time.
The commercially best bid will be considered and HAR Bulgaria reserves the right to prioritise offers for 100% of the Portfolio.
2. The portfolio consists of receivables under up to 2554 contracts with up to 1681 counterparts. Most of the receivables in the Portfolio are amounts due under terminated financial lease contracts (gross exposure, court expenses and other), but there is also a small number of receivables due from suppliers under undelivered assets for lease contracts or terminated loan contracts. Individual borrower exposures range from less than EUR 1000 to EUR 5.2 million.
3. Company leases are typically guaranteed by promissory notes issued by the lessees and guaranteed by companies' managers, owners, or by related companies. Promissory notes are the primary enforcement method for the receivables under the portfolio. HAR Bulgaria has pending enforcements with private enforcement agents for about EUR 57 million (not including statutory interest, advance fees and amounts recovered).
4. Some of the leased assets are not yet repossessed, although owned by HAR Bulgaria. In cases where the leased assets are not yet repossessed, the bidders can also offer to acquire title on the non-repossessed assets where such ownership can be legally transferred without physical handover of the assets by HAR Bulgaria.
5. In case parts of the portfolio remain unsold after the Transaction, HAR Bulgaria may organise subsequent tender. HAR Bulgaria shall notify all parties that have submitted Expression of Interest for this tender for any subsequent transaction.
6. This Portfolio presents an opportunity for the prospective assignee(s)/buyer(s) to establish and/or expand presence on Bulgarian market while leveraging on the enforcement efforts and related investments made by HAR Bulgaria.
7. The Transaction will be conducted subject to the Transaction terms and conditions. The Transaction documentation, the Transaction process and this invitation shall be governed by Bulgarian law and Bulgarian courts shall have exclusive jurisdiction.
8. The assignee(s)/buyer(s) will be required to consummate the Transaction in accordance with applicable regulatory rules.
9. HAR Bulgaria has appointed Ernst & Young Bulgaria OOD as financial adviser to assist with the Transaction.
10. Interested parties (entities or consortia) (each an "Interested Party") can obtain a teaser presentation containing further details of the portfolio offered for sale from the web-site of HAR Bulgaria, Alpe Adria Asset Platform, or from the contact persons hereunder. Interested Parties are required to submit their written expressions of interest in English, titled "Expression of Interest for the Participation in the Transaction regarding the Non-Performing Portfolio" ("Expression of Interest"), by 12 pm Sofia time on 25 May 2016 electronically per e-mail to (followed by a hard copy of the Expression of Interest promptly thereafter):
Ernst & Young Bulgaria
Polygraphia Office Centre, 4th Floor
47A Tsarigradsko Chaussee blvd
1124 Sofia
Bulgaria
Phone: +359 2 8177 100
Fax: +359 2 8177 111
Attn: Svetoslav Evtimov
Darko Schwarzberger
The contents of submitted expressions of interest are stated in "Appendix A: Expression of Interest" of the teaser referred hereinabove.
11. After receipt and evaluation of the Expressions of Interest, Interested Parties may be invited to take part in the further sales process and receive further information regarding the Portfolio and the Transaction, subject to the execution of a non-disclosure agreement provided by HAR Bulgaria. The Interested Parties shall bear all their costs at any stage of the Transaction process and the Transaction. Neither HAR Bulgaria nor its advisors will be liable, under any circumstances, for any cost incurred in relation to the preparation and / or presentation of any Expression of Interest, any non-binding offer or binding offer or proposal or any other costs or expenses incurred by any of the bidders and assignee(s)/buyer(s).
12. HAR Bulgaria reserves the right to extend the above stated deadline for the submission of Expressions of Interest, amend the time limits or other terms of the Transaction, discontinue or amend the Transaction as a whole or in part, modify the Transaction structure or change, reduce or add receivables to the Portfolio at any time, or include or exclude parties from the Transaction process without stating any reasons.
13. For further clarification or enquiries, Interested Parties may contact the contact person of Ernst & Young Bulgaria stated above.
Legal Notices: Neither this invitation nor the release of any information to an Interested Party constitutes, or may be used for: (i) any offer to enter into negotiations or the Transaction or solicitation of an offer to enter into negotiations or the Transaction or (ii) any offer to sell or a solicitation of an offer to subscribe for or purchase any securities by any person in any jurisdiction or under any circumstance where it is unlawful to make such an offer or solicitation. The distribution of this invitation in certain jurisdictions may be restricted by law, and recipients should inform themselves about, and observe any applicable legal or regulatory requirements in relation to, the distribution or possession of this invitation. Neither HAR Bulgaria, nor any of their respective affiliates, directors, officers, employees, advisers or agents ("Related Parties") accept any liability to any person in relation to the distribution or possession of this invitation in any jurisdiction. By submitting an Expression of Interest an Interested Party confirms that it is a person able to receive the information provided to it (or which may be provided to it in any subsequent phase) without contravention of any unfulfilled registration requirements or other applicable legal or regulatory restrictions in the jurisdictions in which it resides or conducts business.
HAR Bulgaria and their respective Related Parties expressly state that no representation or warranty is made by this invitation and expressly disclaim any and all liability for representations, warranties deemed to be made or statements contained in this invitation to any prospective purchaser.