BULBOACA & ASOCIATII SCA

Address: 10 Dumbrava Rosie Street, 2nd District, Bucharest, RO-020463, Romania
Tel: +40 21 408 89 00
Fax: +40 21 408 89 00
E-mail: [email protected]
Web: www.bulboaca.com
Most senior representative: Adrian-Catalin Bulboaca, Managing Partner
No. of local partners: 5
No. of lawyers: 17
Offices in Romania: Bucharest
Representative clients include: Banca de Export Import a Romaniei EximBank, Chimcomplex, SB Group, Armstrong Fluid Technology GmbH, Barlinek, D Moonshots Ltd., H4L Development, Grup Feroviar Roman, Oakbridge Worldwide Limited, Regia Autonoma Aeroportul Oradea.

Partners and heads of practice

Adrian-Catalin Bulboaca, Managing Partner

Adrian is the head of Banking & Finance department. He has been constantly recognized as an eminent practitioner by the international directories.

Adrian has been involved in some of the most important and sophisticated transactions on the Romanian market. His legal experience focuses on acting on behalf of domestic and international banks and borrowers in syndicated and bilateral credit transactions, secured and unsecured, and advising security takers and providers on the creation and perfection of guarantees and security.

Furthermore, Adrian also has experience in capital markets, privatizations, M&A.

Alexandra Radu, Partner

Alexandra is coordinating the Corporate/M&A and Competition practices.Alexandra has more than a decade of transactional experience as an M&A lawyer. She is highly experienced in all aspects of mergers and acquisitions, corporate reorganizations, post-acquisition restructuring and competition compliance, drafting and negotiating contracts.

During her career, Alexandra has been involved in several high mandates and in particular has a thorough understanding of both local and international matters. She advises a variety of international investors and large Romanian companies on transactional and regulatory matters with respect to their acquisitions or divestments in Romania.

Andrada Bulgaru, Partner

Andrada coordinates the dispute resolution, insolvency, reorganization and debt recovery department.

Before joining Bulboaca & Asociatii, Andrada was the head of the legal and compliance department of one of the top local non-banking financial institutions.

The clients she is in charge with are mainly reputed financial institutions, but she is also assisting other major clients during their day-to-day business, with an emphasis on certain specific legal aspects. She is one of the coordinators of projects involving consumer litigation files.

Catalin Petrea, Partner

Catalin is a member of the Banking & Finance department. He has experience in restructuring and insolvency projects, as well as in banking & finance transactions, together with a solid understanding of the Romanian market and business environment, all of which contribute to the successful completion of the projects he is involved in.

Strongly client-oriented and with an impressive ability to quickly react to complex matters, Catalin represented companies from various industries, including pharmaceuticals, chemicals, petroleum and natural gas, real estate and betting, on their investments in Romania and in the region.

Andreea Hlihor, Partner

Andreea is part of the dispute resolution, insolvency, reorganization and debt recovery department. Her expertise focuses on representing the interests of major financial institutions in their capacity as creditors. Andreea also provides advice on corporate and regulatory matters. Andreea is member of the team that provides assistance and representation to some of the biggest financial institutions in Romania, in relation to their consumer litigation portfolios.

List of the most representative projects

Corporate and M&A

Assisted EximBank in the most important transaction of the year in the financial services sector, whereby EximBank acquired the control of Banca Romaneasca from the National Bank of Greece. The work included performing the legal due diligence report, full handling of the merger clearance procedure with the Competition Council, negotiating and drafting the transaction documents and assistance in the completion of the transaction.

Assisted D Moonshots, a private equity firm owned by the founder of Superbet group, in connection to an investment in a start-up company developing a medical platform called Medicai. The work included performing a legal due diligence and drafting and negotiating the transaction documents pertaining to the investment and assistance in the structuring, signing and implementation of the transaction. The transaction included simultaneous investments from two other private equity funds, ROCA X and GapMinder Fund Cooperatief U.A., the coordination and implementation of the investments being led by the law firm.

Assisted Armstrong Fluid Technology GmbH, an important leader in the design, engineering and manufacturing of intelligent fluid-flow equipment in relation to the acquisition of a Romanian company part of a group developing and building electric actuators and valve gearboxes. The legal assistance included performing a legal due diligence, negotiation and drafting of the transaction documents and assistance in the signing of the transaction documents. Further assistance in connection with the project will involve assisting the client in the completion of the transaction and performing all necessary registrations.

Assisted H4L Development, a fast-developing real estate company, in relation to the acquiring of control over Electromontaj, a major international construction company, specialized in building and maintaining power lines, as well as substations for the power supply. The assistance included drafting and carrying out negotiations regarding the transaction’s documents. Also, the legal assistance involved assessment of the competition matters entailed by the transaction, implementation of such relevant requirements in the transaction documents and the notification of the concentration with the Romanian Competition Council.

Providing legal assistance and advice with respect to the investment by Holmarcom Group, a private-equity Moroccan group, in Odyssey International SAS, a French company owning three schools in Africa and Europe, one located in Bucharest, namely The French International School of Bucharest (EFI Bucharest). The legal services involved performing a legal due diligence, as well as review of the representations and warranties given in the context of the transaction with respect to the Romanian target.

Specialist lawyers: Alexandra Radu, Raluca Cristea, Cosmin Pohaci, Ana Chira, Paula Cringanu-Filip, Ioana Barbu, Roxana Catalinescu.



Banking

Assisted EximBank in the most important transaction of the year 2019 in the financial services sector, whereby EximBank acquired the control of Banca Romaneasca from the National Bank of Greece. The work included performing the legal due diligence report, negotiating, and drafting the acquisition transaction documents and assistance in the completion of the transaction and regulatory approval process.

Assisted a leading international connectivity and cloud provider on Romanian law matters in relation to a €100 million financing facility granted by private equity investment fund to refinance existing financial indebtedness of the target and its subsidiaries to third parties. The group of companies deliver high bandwidth connectivity, dedicated servers and colocation, data and network security, scalable cloud solutions and web hosting. The assistance covered all stages of the transaction in relation to Romanian law aspects of the loan documentation, intercreditor agreement and Romanian law governed security documentation.

Assisted Frigoglass S.A.I.C. on the high yield notes offering of €260 million 6.875% senior secured notes due 2025 by its wholly owned subsidiary, Frigoglass Finance B.V. The notes are guaranteed on a senior secured basis by Frigoglass S.A.I.C. and certain of its subsidiaries, including two Romanian companies, among others - Frigoglass Romania and 3P Frigoglass. The Notes were issued to a syndicate of international investment banks. Also, the Notes have been listed on the Official List of the Luxembourg Stock Exchange and admitted for trading on the Euro MTF Market thereof. The firm's assistance covered Romanian law matters regarding the two Romanian subsidiaries and the documentation package relating to the notes issuance.

Assisted Canpack (Poland), as co-issuer with Eastern PA Land Investment Holding LLC, in successful issuance of €600 million aggregate principal amount senior notes at 2.375% due 2027 and $400 million aggregate principal amount senior notes at 3.125% due 2025 under the laws of the state of New York. In the senior notes transaction, Citigroup, HSBC and Wells Fargo Securities acted as Joint Global Coordinators and Physical Bookrunners, BNP Paribas was Passive Bookrunner and CaixaBank and PKO BP acted as Co-managers. The firm worked with Latham & Watkins, a lead counsel to Canpack, as well as with other counsels in structuring the senior notes transaction and advised on all Romanian law aspects of transaction documentation and participating Romanian entity. Canpack and its affiliates are a leading global manufacturer of high-quality aluminium cans, glass containers and metal closures for the beverage industry and of steel cans for the food and chemical industries, serving customers in approximately 95 countries worldwide.

Assisted Omro IFN in relation to all legal aspect of the issuance of high yield, subordinated bonds, with maturity in 2025. The firm's assistance included review of the private placement documentation, as well as matters in relation to regulatory capital requirements and National Bank of Romania regulations.

Specialist lawyers: Adrian-Catalin Bulboaca, Paula Cringanu-Filip.



Competition

Provided legal assistance and representation to EximBank before the Competition Council in relation to the merger clearance procedure required in concern of the transaction by which EximBank acquired the control of Banca Romaneasca from the National Bank of Greece.

Provided legal assistance and representation to H4L Development before the Competition Council in relation to the merger clearance procedure regarding the transaction by which it acquired the control of Electromontaj, one of the most important construction companies in Romania in the building and maintaining power lines market.

Assisted one of the most important companies in the short-message payment services market in its dispute with a leading mobile operator in Romania in concern of damages suffered as a result of the latter’s abuse of dominant position. The work included assistance and representation before the Competition Council, settlement negotiations, assistance related to the filing of the damages claim.

Provided legal assistance and representation to an important company in the documents and data automatic processing services market in the court proceedings for the annulment of the Competition Council decision regarding an alleged market sharing infringement.

Specialist lawyers: Alexandra Radu, Cosmin Pohaci.



Litigation and Dispute Resolution

Providing legal assistance and representation to one of the leading private railway companies in Romania, in a litigation against the National Railway Company in connection to the annulment of a lease agreement of non-interoperable tracks, with a potential significant impact on the reduction of the lease.

Representing and assisting Chimcomplex, a major company activating in the chemical industry, in connection to an approximately €3 million claim arising from a services agreement, against an important American investment adviser.

Representing and assisting one of the most remarkable companies in wood processing industry, in complex litigations initiated against forest authorities, in connection to an approximately €3 million sanctions imposed by the aforementioned authority.

Successfully assisting and representing Regia Autonoma Aeroportul Oradea in a complex litigation initiated by a well-known consortium activating on the construction market in Romania with respect to claims arising from a procurement agreement.

Providing legal assistance and representation to one of the largest financial services provider in connection to a large portfolio of enforcement files following the transfer of non-performing loans portfolio belonging to a well-known bank in Romania, oriented to the satisfaction of a higher rate of the claims, but also for the adjudication of strategic assets in the pursue of business continuity.

Specialist lawyers: Andrada Irina Bulgaru, Lidia Zarnescu, Andreea Hlihor, Ana Adascalitei.



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