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Looking In: Interview With Anna Hermelinski-Ayache and Jean-Bernard Spinoit of Elvinger Hoss

Issue 12.5
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In our Looking In series, we talk to Partners from outside CEE who are keeping an eye on the region (and often pop up in our deal ticker) to learn how they perceive CEE markets and their evolution. For this issue, we sat down with Elvinger Hoss Partner Anna Hermelinski-Ayache and Counsel Jean-Bernard Spinoit.

CEELM: What were your initial interactions with CEE?

Hermelinski-Ayache: My first interactions date back a few years, working on projects in Austria, the Czech Republic, and Poland. Although we’ve advised clients across the region, most of our work has been in those three jurisdictions, covering corporate, M&A, financing, securitization, and capital markets transactions. We also helped clients invest in CEE from Luxembourg, using its mature funds industry and advanced collateral-direction regime, where security interests remain insolvency-remote, to structure cross-border deals efficiently. Our clients span financial institutions, state bodies, private-sector companies, and banks, many of whom are active in media, sports, infrastructure, telecommunications, and real estate, particularly in the Austrian and Polish markets.

That said, some markets remain harder to penetrate, for example, Hungary, Slovakia, and Turkiye tend to pose significant structural or regulatory hurdles that make Luxembourg-based investment more challenging.

Spinoit: My first engagement was a financing deal in Austria, and since then, I worked on a consumer-loan securitization platform in Poland and, most recently, the Zabka IPO. We also handled smaller mandates out of Austria, the Czech Republic, and Poland, which has reinforced our focus on those strong CEE markets. Crucially, we often advise CEE-headquartered clients who use Luxembourg as their platform to invest abroad, leveraging its regulatory framework to reach multiple markets. Additionally, Luxembourg’s attractive fund structures and lender-friendly collateral regime make it particularly appealing to financial institutions and private equity investors looking to efficiently structure their investments across multiple jurisdictions.

CEELM: What about your recent activities? What has kept you busy in the last 12 months?

Spinoit: The project that consumed most of my time was the Zabka Group IPO, which closed in October 2024. It was by far my largest and most time-intensive deal of the year. Beyond Zabka, we continued to see significant activity from private equity and real estate funds, particularly in securitization mandates, driven by Luxembourg’s robust regulatory framework and flexibility across sectors.

Hermelinski-Ayache: I was deeply involved in Zabka’s corporate reorganization alongside the IPO work. Beyond that, our M&A and financing pipeline has been driven largely by private equity funds and banks investing in real estate, media, telecommunications, and technology across CEE. Still, the Zabka transaction remains a standout; it essentially being a retail giant made the transaction quite interesting.

Luxembourg’s infrastructure, with its broad scope, supports complex and large-scale operations across multiple business lines. Thus, we work across multiple sectors, and we’re seeing appetite across multiple industries, with Poland in particular continuing to be exceptionally active.

Spinoit: As noted earlier, many of our mandates stem from PE and debt-fund clients on the securitization side. Because Luxembourg can accommodate virtually any sector, our work varies hugely depending on each client’s CEE target. Polish lawyers and market participants are especially prominent, making it a booming environment. Austria and the Czech Republic also remain on our radar, and we expect continued inbound transactions as clients leverage Luxembourg’s structures. We see a clear trend of increased integration between CEE companies and international financial markets, especially via Luxembourg’s sophisticated structures and regulatory flexibility.

CEELM: What is your perspective on the international presence in the CEE region?

Spinoit: We’re seeing a steady increase in global investors targeting CEE, and likewise, CEE companies using Luxembourg as a springboard into other markets. We frequently help issuers tap the Luxembourg Stock Exchange for debt financing – the world’s largest debt market, in fact – where Polish and other CEE players are very active. Going forward, we anticipate increased activity originating from Eastern European and even Asian market participants as businesses seek to broaden their investor base and secure funding.

CEELM: Where are the CEE companies coming from, and where are they trying to invest?

Hermelinski-Ayache: Most of our CEE-facing clients are headquartered in the US or UK, though their investments span the region. US firms with existing CEE footprints are keen to deepen their presence, particularly in Poland and Austria. The Czech Republic is also growing more visible, and we expect those flows to continue. Luxembourg’s mature and flexible funds industry is an essential tool for these clients, allowing them to optimize their investment structures and achieve greater efficiency across jurisdictions.

CEELM: What challenges and opportunities do you see in the region?

Spinoit: Geopolitics remains the primary challenge, above all, the war in Ukraine and shifting political alliances in the region, particularly regarding alignment with Russia, can dampen investor confidence. On the opportunity side, Eastern Europe, the Baltics, and the Balkans are registering strong economic trends, often outperforming many EU peers. We anticipate more investors entering those markets, but the key will be navigating local regulatory hurdles and adapting structures to each jurisdiction’s nuances. The region’s complexity requires sophisticated legal frameworks, something Luxembourg excels at, thus creating opportunities for market participants who can strategically leverage these tools.

Hermelinski-Ayache: Beyond the conflict’s direct impact, political environments in countries like Hungary or Turkiye can make investors hesitant. Yet those same dynamics also create pockets of opportunities for those willing to manage the risks. Investors who adopt nuanced strategies, accounting for specific local regulatory landscapes and political environments, will find lucrative opportunities, particularly through Luxembourg’s platform, which provides stability amid regional uncertainties.

This article was originally published in Issue 12.5 of the CEE Legal Matters Magazine. If you would like to receive a hard copy of the magazine, you can subscribe here.