Gornitzky & Co.

Banking & Finance; Infrastructure & Project Finance; Mergers & Acquisitions; Capital Markets & Securities

Partner

Dubi Gross is a partner at Gornitzky & Co. 

Dubi joined the Firm as a partner after spending five years in the Banking & Capital Markets group in the London office of White & Case LLP. Dubi is qualified as an Advocate in Israel and a Solicitor in England & Wales. His practice focuses primarily on acquisition and leveraged finance, project finance and mergers and acquisitions across sectors. Dubi represents foreign banks and alternative lenders and some of Israel’s largest financial institutions in high profile secured single lender and syndicated transactions across sectors with a particular emphasis on acquisition and leveraged finance.

 Recent notable banking, project finance and energy experience includes:

Representation of an international credit fund on the Israeli aspects of an acquisition financing of an Israeli active pharmaceutical ingredients company. Representation of an international credit fund on the Israeli aspects of an acquisition financing of an Israeli technology company. Representation of an international credit fund in a large scale proposed real estate finance transaction. Representation of Bank Hapoalim B.M. (as arranger and original lender) and other syndicate banks (Bank Discount, First International Bank of Israel and Clal Insurance) in the NIS 2,000,000,000 financing of Bright Food (Group) Co.’s buyout of Israeli food company Tnuva, the largest financing ever of a Chinese purchaser in Israel and one of the largest transactions in Israel in recent years; Representation of an international bank in connection with senior debt facilities provided to a Chinese purchaser to finance the buyout of an Israeli healthcare company. Ashalim solar thermal power plant – Representation of Negev Energy, a company equally held by Shikun & Binui (TASE:SKBN) and Abengoa S.A., in the international financing of a circa USD 1,100,000,000 BOT project for a 121 MW solar energy thermal power plant; Ongoing representation of IPM Beer Tuvia Ltd. in all aspects of the process of financial close of the circa EUR 380,000,000 cross-border financing of a gas fired conventional 440 MW power plant; Representing a borrower in a NIS 350,000,000 mezzanine financing backed by an operating power station; Representation of two Israeli financial institutions on a cross-border EUR 40,000,000 syndicated mezzanine loan to AFI Europe N.V., a Dutch subsidiary of AFI Properties Ltd. (TASE:AFPR) secured on shares in a wholly owned Cypriot subsidiary which in turn holds a Romanian company that owns AFI Palace Cotroceni, a shopping mall located in Bucharest, Romania.

Notable mergers and acquisitions experience includes:

Representation of Valtegra, a privately held European based investment company in the acquisition of Von Roll Transformers Ltd., an Israeli company engaged in the design, manufacture, and distribution of electrical infrastructure equipment; Representation of Fosun International Ltd. (HK: 656) in all legal aspects of their approximately USD 240 million acquisition of a 95.6% stake in Alma Lasers Ltd., a manufacturer of lasers used in cosmetic surgery; Advising Prolor Biotech Inc. (AMEX: PBTH; TASE: PBTH) in connection with their proposed merger with Opko Health Inc. (NYSE: OPK). Under the merger agreement, Opko will acquire Prolor for USD 480 million in shares, one third more than its market cap of approximately USD 370 million. The merger is subject to various conditions, including stockholder approval and regulatory approvals; Representation of A.D.O. Group Ltd. (TASE: ADO) of the Shikun & Binui Group (TASE: SKBN) in its acquisition of a EURO 98 million German residential real estate portfolio from British property fund manager Stenham for cash and shares in A.D.O. Group. The portfolio comprises 48 buildings in Berlin including approximately 1,150 residential units; Representation of Fattal Group in their NIS 1.5 billion purchase of 20 hotels in Germany – one of the largest hotels deals in Europe in recent years.

Notable transactions (prior to rejoining Gornitzky) include:

Representation of JSC BTA Bank, the largest bank of Kazakhstan, in its USD 16.65 billion debt restructuring, including publicly traded Eurobonds, bilateral and syndicated loans and trade finance debt. This transaction was winner of the ‘Innovation in Financial Services’ category of The Financial Times Innovative Lawyers Awards 2009 and Euromoney CEE Deal of the Year for 2010; Representation of the underwriters, led by Morgan Stanley, on a EUR 200 million secondary offering of shares by Kardan in the Warsaw Stock Exchange-listed GTC; Representation of JSC BTA Bank in a USD 700 million revolving trade finance facility with The Royal Bank of Scotland acting as agent; Representing Sumitomo Mitsui, Bank of Tokyo-Mitsubishi UFJ and Mizuho Corporate Bank as lenders and arrangers, in a JPY 82.5 billion (USD 1 billion) credit facility for the Israeli pharmaceuticals giant Teva Pharmaceuticals; Representation of Bank Hapoalim as arranger and lender under a EUR 24.8 million facility to fund Elad Europe’s purchase/refinancing of a series of German real estate loans originally issued by certain Elad Europe subsidiaries, purchased out of a securitization vehicle; Representation of Citigroup, Deutsche Bank and The Royal Bank of Scotland as joint lead managers, and Nomura and Société Générale as co-managers on the debut USD 500 million bond issuance by State Oil Company of the Azerbaijan Republic (“SOCAR”); Representation of Strauss Group Ltd. in the sale of a 25% stake in its international coffee business to private equity fund Texas Pacific Group; Representation of JSC BTA Bank in the listing and admission to trading of GDRs and notes on the Euro MTF Market of the Luxembourg Stock Exchange; Representation of a Russian agricultural company in its proposed IPO combining an international offering with an admission to trading on the MICEX and RTS stock exchanges (Russia); Representation of Starcomms Plc, a leading provider of telecommunications service in Nigeria, in connection with its proposed combined international offering and domestic listing of GDRs and their admission to trading on the Professional Securities Market of the London Stock Exchange; Representation of Morgan Stanley as arranger and dealer on the update of the EUR 2 billion EMTN Programme of Česká exportní banka a.s. irrevocably and unconditionally guaranteed by the Czech Republic; Representation of several institutional and retail investors in relation to their exposure to MF Global (UK) Limited, the first insolvency under the UK Special Administration regime, and in trades of claims on MF Global; Representation of Deutsche Bank as depositary for ADR and GDR programs.

English and Hebrew.

2009, Solicitor in England & Wales; 2001, Israel Bar Association; Member of the Board, British Friends of Bar Ilan University.

LL.M., merit, The London School of Economics and Political Science (2007) - Chevening Scholarship sponsored by the British Council and the Portland Trust; M.B.A., Bar-Ilan University (2006); LL.B., magna cum laude, Bar-Ilan University (2000).