Banking

Most representative projects

BIRIS GORAN SPARL (see profile ...)

Assisted Hagag Development Europe, with five premier property acquisitions, as well as with project financing and development offices and high end residential projects (completed in 2019), as well as three ongoing acquisitions. The firm also assisted the client with the negotiation and signing of the loan and security documentation for the financing of top real estate office and residential properties in Bucharest with the Israeli lenders, as well as with Libra Bank in Romania. Subsequently, the team advises on all Romanian law aspects in relation to a second round of a bonds issuance on the Tel Aviv Stock Exchange for future residential and office developments in Romania. The assistance included legal opinion and legal due diligence and involved cooperation with the firm's corporate, tax and real estate departments for these complex transactions which involved both Romanian and Israeli jurisdictions.

Assisted Indotek, a major American-Hungarian investment group in the acquisition of a shopping centre in Targu Mures from AEW Capital Management and subsequent syndicated loan restructuring and refinancing of the shopping centre by Erste Bank, including the negotiation the financing documentation (loan and collateral agreements), and fulfillment of all related conditions precedent. The acquisition was a package deal, with the shopping centre being sold by AEW Capital Management at the same time (in an interdependent transaction) with a prime office building in Bucharest, which was purchased by a long term investment partner of Indotek. There were several parties and jurisdictions involved which added another layer of complexity to the bundled sale and refinancing of these two assets.

Assisting a leading CEE real estate developer (office, retail and warehouse projects with a total area of more than half a million square meters) restructuring of €43 million debt by means of a complex settlement of such debt against the secured collateral. This is a complex project due to the ongoing debtor shareholder dispute and resulting corporate governance difficulties, the number of jurisdictions involved (Cyprus, Belgium, Austria and Romania) and the resulting tax aspects.

Assisted Curitiba, a major Israeli-owned real estate investor, with the closing of a financial leasing with UniCredit Leasing Corporation, a leading financial leasing institution, including the closing of the sale of Curitiba’s landmark office building located in the heart of Bucharest to the above financial institution, in a sale and lease back transaction. The firm provided tax structuring advice to the client and assisted on the transactional and post-closing matters, and prepared also the legal due diligence for the property, relied on by the financing entity. All this was completed in a tight schedule of only three months.

Assisted a leading developer in the restructuring of its €52 million debt acquired by a global private investment firm, debt accrued by three Romanian companies under insolvency procedure and holding prime retail and residential projects in Bucharest, for the purpose of settling the insolvency debt with the purchased receivables. The law firm structured the acquisition and then assisted the client on all aspects of the financing of this debt acquisition, including the loan and the collateral agreements, and then on tax, regulatory and insolvency matters, as well as with the documentation package for the development of the properties to be raised. This project was complex due to its interplay of tax, bankruptcy law, corporate governance and financing limitations, the multiple jurisdictions involved, and its structuring as several interdependent transactions. Another key feature of this financing was hedging the parties against the numerous insolvency and non-insolvency litigation risks.

Specialist lawyers: Daniela Lazea, Mariana Signeanu.



BOGARU, BRAUN NOVIELLO & ASOCIATII (see profile ...)

Advising international bank in respect of its proposed purchase of a securities firm in Romania.

Acting for a Romanian company in relation to the raising of capital from a recognized international stock exchange.

Acting for a major international bank in Romania in relation to electronic banking procedures.

Acting for a major international company in the field of telecommunications in relation to vendor financing agreements and subsequent documentation.

Approving banking facility agreement and letter in respect of loan to major property development company.



BOHALTEANU SI ASOCIATII (see profile ...)

Advising Bursa de Valori Bucuresti in connection to the assessment from a legal perspective of the possibility to implement a digital online onboarding procedure by the authorized intermediaries, including credit institutions, trading on the regulated market managed by the Bucharest Stock Exchange for retail clients.

Advising a Romanian financial institution, part of an international reputed group, in connection to the implementation of a digital project for customer online onboarding and digital bank documentation through a qualified electronic signature solution. The legal advice included assistance in the negotiation with the trust service provider.

Advising Banca Transilvania, one of the largest and most trusted banks in Romania, listed on the Bucharest Stock Exchange, in connection with various and complex matters in the competition law, consumer protection and data privacy fields, in the current context of legislative challenges in Romania.

Advising Twisto payments a.s., an important payment services institution authorized in the Czech Republic, with respect to its envisaged launch of activities in Romania. The legal assistance included preparation of a complex memorandum for carrying out its activities in Romania, from the perspective of the national and European legislation.

Advising Xprime Investments, a Romanian company acting in the investment field, in connection to the potential acquisition of a majority shares package in a local non-banking financial institution specialized in granting mortgage loans, real estate loans, consumer loans, SME loans and financial leasing. Legal assistance included the preparation of a complex due diligence assessment, as well as assisting the client with the transaction documentation and during the negotiations with the shareholders.

Specialist lawyers: Ionut Bohalteanu, Daniela Milculescu.



BONDOC SI ASOCIATII SCA (see profile ...)

Advised Alvogen group in connection with the restructuring of its existing debt in the CEE region through an English law facility agreement, secured and guaranteed by its Romanian subsidiaries. The firm's involvement consisted in drafting and negotiating of the security agreements and relevant financing ancillary documents.

Assisted UniCredit Bank Czech Republic and Slovakia a.s., as, mandated lead arranger, agent or security agent of a syndicate of banks, including Romanian and foreign lenders, in connection with the refinancing transaction of one of the biggest pharmacy chains in CEE, holding biggest pharmaceutical group in Romania. The assistance consisted not only in reviewing the relevant financing documentation, but also in negotiating the relevant security package provided by multiple Romanian companies of the pharmaceutical group. The assistance consisted not only in reviewing the relevant financing documentation but also in negotiating the relevant security package.

Assisted a Polish listed company, Kredyt Inkaso, leader in debt recovery industry, in connection with a new secured bond issue (series F1 bonds), secured inter alia, by security provided by its Romanian subsidiaries over portfolios of receivables. The assistance involved multiple rounds of negotiation with the trustee’s legal counsel while ensuring consistent approach to the documentation due to the multi-jurisdictional nature of the transaction and specific client requirements.

The banking and finance team of Bondoc si Asociatii together with White & Case LLP (as lead counsel) assisted PPF with respect to the financing of the acquisition of Central European Media Enterprises Ltd. (NASDAQ/Prague Stock Exchange: CETV) (“CME”). CME operates television stations in Bulgaria, the Czech Republic, Romania, Slovakia, and Slovenia, including Pro TV. BNP Paribas and Société Générale acted as Structuring Advisors to PPF on the acquisition facilities. The €1,150 billion facilities have been fully underwritten by BNP Paribas, Credit Agricole CIB, Credit Suisse, HSBC, Societe Generale and UniCredit. The firm's assistance addressed all the Romanian law aspects, including structuring the security package, review and execution of the credit documentation and the intra-creditor agreement.

Assisted Generali group in connection with the group restructuring of its pension funds management activities in Romania through the contemplated transfer of its controlling shareholding in the Romanian pension fund manager, as well as the required formalities with the Romanian regulator of the pension fund sector. The assistance included preparing multiple documents and assisting Generali in front of the Romanian regulator for obtaining the relevant majority shareholder approval.

Specialist lawyers: Simona Petrisor, Diana Ispas.



BULBOACA & ASOCIATII SCA (see profile ...)

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.



CLIFFORD CHANCE BADEA (see profile ...)

 

Advised a syndicate of international investment banks in relation to the €260 million high yield bonds issue of Frigoglass Finance B.V., guaranteed by two Romanian companies, among others. The Notes are listed on the Official List of the Luxembourg Stock Exchange and admitted for trading on the Euro MTF Market thereof.

Advised Citibank, ING Bank and Unicredit Bank in relation to the launch and listing on the Irish Stock Exchange of the €850 million bonds issue by leading telecommunications group Digi Communications - the first high yield bond issued by a Romanian entity.

Advised NEPI Rockcastle on its €500 million green bonds issue to be used to finance projects which improve the environmental performance of the group’s property portfolio.

Advised an international financial institution on a loan exceeding €100 million granted to an international specialist real estate company for financing the expansion of its operations in Romania.

Advised a leading Romanian food company in relation to its first syndicated lending from a club of four Romanian banks in relation to a RON146 million and €54 million term and revolving multicurrency facilities agreement.

Specialist lawyers: Daniel Badea, Madalina Rachieru-Postolache, Andreea Sisman, Radu Ropota, Cosmin Anghel, Raluca Coman, Georgiana Evi, Gabriel Toma.



D&B DAVID SI BAIAS SCA (see profile ...)

The law firm provided extended legal assistance to a Romanian credit institution regarding the restructuring scenarios of its activity by transforming into a branch an EU credit institution.

The law firm provides legal advice to an international group that intends to authorize a payment institution in Romania, offering multiple solutions to meet the business needs of the group, as well as assistance in drafting the authorization file at National Bank of Romania.

Assisted Cascade Park Plaza, owner of a large real estate office building in Bucharest, from securing a 17.85 million loan facility from Garanti Bank to refinance an existing loan facility with Piraeus Bank and National Bank of Greece, as well as fulfilling other business objectives of the company. The law firm assisted in reviewing the entire financing documentation, drafting the required corporate approvals, negotiating with the financing bank as well as the refinanced banks, assistance at signing and closing.

The law firm has assisted and is currently assisting a number of companies, both in the financial services sector and in other business field, such as agriculture or pharma, to implement remuneration schemes in the form of Stock Option Plans. The assistance includes extensive legal advice on the implications of the plan, as well as drafting the entire plan documentation.

The law firm is currently performing a sell-side legal due diligence over a local credit institution, analyzing the main areas of the bank’s activity, with a view to facilitate a potential transaction for the bank’s shareholders.

 

Specialist lawyers:Sorin David, Ovidiu Bold, Catalina Ilie



DENTONS EUROPE - ZIZZI-CARADJA SI ASOCIATII SPARL (see profile ...)

The largest and highest profile transaction in Romania during the pandemic has been the tender for sale by CEZ (the Czech State-owned energy company) of its Romanian assets, namely its (1) electricity distribution business, (2) renewable energy generation portfolio and (3) electricity and gas supply activities. The law firm advised (separated by a formal information barrier) two syndicates of lenders to bidders for financing the acquisition of the CEZ assets, demonstrating not only (a) our position as a leading international finance law firm for international transactions in Romania, but also (b) our ability to field two entirely separate full “A” teams for representing the lenders in these time and legal-intensive transactions. Simon Dayes led the team advising one lending syndicate and Simona Marin and Loredana Chitu led the team advising the other lending syndicate.

Advising Hidroelectrica on a planned 144A IPO of shares, the most important privatization to occur on the Romanian capital markets and, when closed, the most valuable Romanian IPO (if it is for 15% of the issuer’s share capital, it will have a value informally approximated at €750 million).

Advising large industrial group on financial restructuring of credit facilities and finance leases, made available by a dozen banks and leasing companies, including standstill and override arrangements.

Advising AFI Europe in negotiating the €170 million term facility for financing the acquisition of a portfolio of office properties in Bucharest and Timisoara from NEPI Rockcastle (transaction size €300 million). Simona Marin acts as lead negotiation counsel with respect to the facility agreement and the other finance documents.

Advising the two large European commercial banks as mandated lead arrangers, agent and lenders in syndicated credit facilities to the Republic of Ghana for the construction of six hospitals.

Specialist lawyers: Simon Dayes, Simona Marin, Loredana Chitu, Claudiu Munteanu-Jipescu.



DLA PIPER DINU SCA (see profile ...)

Advised Green Group (a subsidiary of Abris Capital and one of the top Romanian companies in the field of waste management and recycling) on a full package of finance documentation with respect to a €66 million term loan facility and an uncommitted working capital facility (including L/G and L/C facilities) granted by a syndicate of banks consisting in, among others, ING Bank N.V., London Branch, as security agent), ING Bank N.V. - Bucharest Branch (as arranger, facility agent and original lender), Unicredit Bank, Banca Comerciala Intesa Sanpaolo Romania and OTP Bank Romania, as original lenders.

Advised TTT Moneycorp, an UK payment institution providing payment and related foreign exchange services in Romania under the freedom of establishment through its Romanian branch on its terms of business used for both corporate and consumers in Romania to ensure compliance with the Romanian legislation implementing PSD 2 directive. The firm's work consisted in the review and update to the current legislation implementing PSD 2 directive of two sets the terms and conditions used by the client in Romania when providing payment services and related foreign exchange services to corporate clients and respectively, to consumers.

The firm has assisted Icon Films in connection with a cross-border financing transaction in the movie production field, following the implementation of a new state aid scheme for the Romanian cinema industry. The project involved two separate, but simultaneous financing arrangements with an US banking association, on one hand, and highly reputable private players in the movie industry from the US and UK, on the other hand, for covering the production costs of the upcoming film “Violence of Action”.

The firm has advised Abris CEE Mid-Market Fund III LP, one of the most important private equity funds in Central Europe, on the financing related matters involved by the acquisition of Eltex Recycling, one of the leading waste management companies in Romania, through one of the companies within Green Group (a subsidiary of Abris). The assistance covered legal advice related to the structuring of the financing mechanism for the envisaged acquisition of Eltex Recycling, in the context of the existing financing arrangements of the buyer, as well as various other matters related to the completion and implementation of the transaction.

The law firm continued to strengthen their collaboration with Raiffeisen Bank International AG, as thei advised the bank in connection with the envisaged restructuring of its multi-jurisdictional financing arrangement (consisting in the granting by the bank of approximately €13 million facilities for the purpose of financing the second phase of development of a logistic park in Slovakia) with several foreign borrowers.

Specialist lawyers: Marian Dinu, Georgiana Stan, Andreea Badea, Ana-Maria Andronic.



DORU TRAILA, SILVIU STRATULAT, ADRIANA ALMASAN, ANDREI ALBULESCU - ATTORNEYS AT LAW (see profile ...)

Assisting a leading Romanian bank, member of an international financial group in connection with the financing of an energy group for the development, commissioning and operation of several co-generation units in Romania.

Assisting an important construction company, in connection with the restructuring of the real estate project financing located in Bucharest. Assisting a large investment fund in connection with the restructuring of the interim financing granted to a Romanian publicly traded company.

Assisting a large bank in relation to refinancing and development financing of a local group of companies which owns and develops several shopping malls in Romania (EUR 175 million), the largest real estate financing transaction in Romania at that time.

Assisting a large private equity fund and a local group acting in the food industry in connection with a EUR 19.2 million secured syndicated loan facility to refinance existing indebtedness of the group and to provide additional funds for the expansion of the group in Romania and Serbia. Assisting a major investment bank in connection with a proposed financing of the acquisition of a large electricity trader in Romania.

Specialist lawyers: Silviu Stratulat, Andrei Albulescu, Raul Andriuc, Cezara Szakacs, Cristina Buric, Dumitru Rotari;



DRAGNE & ASOCIATII (see profile ...)

Advising an important division of an European bank with regard to various issues related to consumer protection regulations applicable to loan agreements. Our work included representing the bank in multiple litigation cases in this area (over 30 cases).

Advising an important European bank with regard to various issues related to consumer protection regulations. Our work also included representing the client in multiple litigation cases in this area (over 50 cases).

Advising a Romanian bank in relation to the drafting of its loan-related documents and advising on consumer protection regulations, the risks arising from the failure to comply with the provisions of the New Civil Procedure Code etc. Drafting legal opinions on various terms and conditions provided in the financing agreements executed by the bank with its clients. As well, our law firm assists the Client in a project regarding the assignment of a receivables portfolio jointly owned by the Client and a foreign Bank.

Assisting an Italian bank in revising its entire portfolio of business contracts in light of the entry into force of the New Civil Procedure Code and consumer protection laws/case law (comprising over 90 business contracts such as escrow account agreements, financing agreements, movable and immovable guarantee agreements, direct debit agreements etc.).

Advising a non-banking financial institution, on various financing issues, in relation to consumer protection regulations applicable to the credit facilities and the assignment of its receivables portfolio to a strategic partner. The work also included a project for the assignment of the Client’s receivables portfolio and also various legal opinions regarding the compliance of the services rendered by the Client with the National Bank of Romania regulations and with the data protection legal provisions.

Representing a soft drinks company concerning the restructuring process of credits valued at roughly EUR 180 million.

Specialist lawyers: Stelian Garofil, Daniel Cirstea;



FILIP & COMPANY (see profile ...)

The law firm assisted RCS&RDS, one of the leading media and telecommunication companies in Romania, in connection to an €250 million syndicated bridge facility agreement concluded between RCS & RDS, as borrower and original guarantor, Digi Tavkozlesi es Szolgaltato Korlatolt Felelossagu Tarsasag, as borrower and original guarantor, Digi Communications N.V., as original guarantor and original borrower and Invitel Tavkozlesi Zrt, as original guarantor, and Citibank Europe plc, Romanian Branch, ING Bank N.V. Amsterdam, Bucharest Branch, Unicredit Bank, as original lenders and ING Bank N.V. as facility agent for the purpose of financing the acquisition of certain radio broadcasting licences in Hungary and Romania.

Advising the Romanian Ministry of Public Finance on the continuous update of their 41 billion EMTN programme and the carrying out of various trades based on the programme, as follows: (i) a new Eurobond issue in April 2019 which attracted €3 billion from international markets; (ii) a new Eurobond issue in July 2019 which attracted €2 billion from international markets; (iii) a new Eurobond issue in January 2020 which attracted €3 billion from international markets; and (iv) a new Eurobond issue in May 2020 which attracted €3.3 billion from international markets.

Assisting Banca Transilvania in the execution of the transaction for the acquisition of 100% of the share capital of Microinvest, a company specialised in financing microenterprises and the leader of the non-banking financial institutions market in the Republic of Moldova.



GRUIA DUFAUT LAW OFFICE (see profile ...)

Assisted a large company acting in the insurance sector, also in relation with the financial surveillance authority.

Advised investors in connection with getting funds from a French bank for the development of its business in Romania (assistance during negotiations, proposing guarantee instruments, drafting and negotiating mortgage contracts, mortgage rank assignment, amending existing mortgage contracts).

Specialist lawyers: Dana Gruia Dufaut, Loredana Van de Waart, Cristina Bojica, Teodora Koletsis.



IONESCU SI SAVA SCA (see profile ...)

The firm's team, led by Radu Ionescu, is constantly assisting Banca Comerciala Romana in issuing legal notices related to the real estate brought by the bank’s clients to be subject of a mortgage agreement, accessory to a loan facility granted by the latter, analyzing if the asset fulfils the necessary requirements to be mortgaged and which are the risks attached to the real estate. The legal notices target the real estates of both individuals or legal entities, such as real estate developers, from all over Romania, and imply the review of the ownership documentation, administrative acts and cadastral plans.

The firm's Banking and Finance team, led by Radu Ionescu, is assisting our long-term client, Mercedes-Benz Leasing IFN on various issues related to its day-to-day activity, including legal opinions on various transactions, representation in litigation in courts throughout Romania, and other matters specific to non-banking financial institutions.

The firm's team, led by Radu Ionescu, assisted one of the municipalities of Bucharest during the execution, implementation and termination of a Finance Contract concluded with the European Investment Bank. The related financing has been obtained by the client in order to develop a major project for the thermal rehabilitation of multiple multi-family residential buildings. The law firm has been involved in the project from the earliest stage, participating to the negotiations and reviewing the finance agreement. The team provided legal assistance and consultancy services for the execution of the agreement, guiding the client in implementation of its provisions.

The law firm is advising one of the most active financial institution in Romania on the implementation of the first Romanian web-based application that shall allow the clients of the financial institution to configure a car and conclude a leasing agreement for it, only by using the on-line app. For the implementation of this project, the team, led by Radu Ionescu, is performing an in-depth assessment of the legal implications of conclusion of leasing agreements by electronic means, especially in connection with KYC/AML requirements, electronic signature and the ability to enforce such contracts in courts.

The firm's team, led by Radu Ionescu, assisted Solvency Project in restructuring the loan facility contracted from KBC Bank Ireland PLC. The team assisted the client on drafting the loan restructuring documentation and corporate approval resolutions, provided advice during the entire negotiation process with the credit institution, put forward the entire expertise of the members’ team in order to align the bank’s requirements with the interest of the client and successfully assisted the client for closing the transaction.

Specialist lawyer: Radu Ionescu.



KINSTELLAR (see profile ...)

The law firm acted for UniCredit Bank in connection with putting in place an €580 million cross-border secured syndicated financing to the Affidea group, the largest, most successful pan-European medical service provider specializing in diagnostics investigations, clinical laboratories and cancer treatment services with five obligor companies in Romania and related separate security packages thereto. The transaction also involved complex structuring matters and coordination with several jurisdictions - Budapest, Istanbul and Prague.

Assisted a syndicate led by ING Bank N.V., Unicredit Bank and Citibank N.A., London Branch, on the Romanian law segment of a secured financing in relation to an €150 million financing to the Digi Group for the acquisition of 5G licenses in Romania and Hungary.

The law firm assisted Liberty Steel on the Romanian law aspects of a complex financing for purpose of acquiring the regional steel business in the ArcelorMittal group. The teams in Bucharest and Prague further advised the client on the landmark acquisition of Arcelor Mittal’s assets. This challenging secured acquisition financing deal was extremely complex since it involved multiple phases and assistance from several practice areas at the same time, all in a very tight process.

Assisted its long-standing client, Inter Cars Group, on its most recent financing in a club deal financing of €332 million. This matter is a complex cross-border secured financing, with design of new security structure for Romania as well as tight timeframes and related coordination with parties and counsels in several jurisdictions.

Assisted Credit Suisse on the Romanian law aspects of a €30 million single-currency term facilities agreement to the subsidiaries of the Sarantis Group, one of the leading consumer product companies almost a century old.

The law firm is advising ING Bank on a €40 billion Global Bonds Issuance Programme, a complex financial regulatory and capital markets matter aimed at implementing in Romania a type of bonds issuance programme designed initially for other markets, also involving innovative structuring and interaction with local regulators.

Specialist lawyer: Zsuzsa Csiki.



LEROY SI ASOCIATII (see profile ...)

Alongside Gide Loyrette Nouel’s London office, the law firm's Banking & Finance team lead by Andreea Toma, Partner, advised BNP Paribas Dublin Branch/BNP CIB on extending the international trade receivables asset-backed commercial paper (ABCP) securitization program of Teva Pharmaceuticals, the leading generic drugs manufacturer, to its Romanian subsidiary. Many factors rendered the transaction complex and demanding, including its rich documentation, demanding structure and multijurisdictional trait, which resulted in intense communication among the parties to the transaction and their respective advisors on both legal and tax matters.

The firm's Banking & Finance team lead by Andreea Toma is assisting Coresi Business Park, part of the CEETRUS Group, a major international player in the real estate investments market, on a €31 million real estate financing granted by BRD-Groupe Societe Generale. The team's scope of work consists in reviewing and negotiating the Facility Agreement and the related security documents, drafting and reviewing ancillary documentation, inter alia, for subordinating certain debt.

The firm continued their working relationship and have been advising our longstanding client Expert Petroleum, a company specializing in resources optimization, operations restructuring and production enhancement techniques on securing financing from commercial banks.

Assisted the International Capital Market Association (ICMA) in connection with updating the industry opinion in connection with repurchase transactions and buy/sell-back transactions contemplated under the 2000 and 2011 Global Master Repurchase Agreements (GMRA), published by ICMA on its website for the benefit of all its members. The Romanian law GMRA opinion was commissioned by ICMA in the context of the increasing importance of repurchase transactions and buy/sell-back transactions in the local financial market. This opinion is the first GMRA opinion ever commissioned by ICMA for the Romanian market.

Assisting the International Securities Lending Association (ISLA) in connection with updating the industry opinion on the securities lending transactions. Contemplated under the Global Master Securities Lending Agreement (GMSLA), they’re published by ISLA, on its website, for the benefit of all its members. This Romanian law opinion was commissioned by ISLA in the context of the increasing importance of securities lending transactions in the local financial market.

Specialist lawyers: Andreea Toma, Andreea Spataru, Diana Moroianu, Cristina Togan, Cristian Bumbac.



MITEL & ASOCIATII SCA (see profile ...)

The law firm advises Accession Mezzanine Capital in relation with all their day-to-day legal matters and also in connection with their mezzanine financing investments on the Romanian market. In addition to event-driven work, including M&A transactions, the team advised the client with regard to equity and restructuring of outstanding debt.

The law firm has been advising Arabesque on complex finance projects, including bilateral and syndicated loans, corporate individual or group financing, refinancing of existing debt and finance leases of over €100 million. The work includes assistance on financial structuring, negotiating and implementing finance projects, whereas the firm's expertise in the field perfectly combines with an in-depth knowledge of the client’s business. The law firm is continuously involved in drafting and negotiating loan documentation packages, including security documents. The firm has also been assisting the client in negotiations for obtaining various banking products and services for business development main from bank institution in Romania (among which Unicredit Bank, ING Bank, Alpha Bank, BRD Groupe Societe Generale), Arabesque is among the top 100 companies in Romania.

Assistance in negotiations related to a long-term loan facility granted by CEC Bank for refinancing all credit facilities granted to Continental Hotels by CEC Bank. The law firm was actively involved in the negotiations with the financing bank alongside advising on corporate and real estate matters associated with the refinancing process. The team also assisted the client in reviewing and negotiating the entire security package including movable and immovable mortgages and, where applicable, restructuring its facility agreements. The firm has been also assisting Continental Hotels in their relationship with other financing institutions (Alpha Bank, UniCredit Bank, Raiffeisen Bank), especially during the Covid-19 pandemic. Continental Hotels is a well-known Romanian hotel chain. The chain includes 13 hotels.

Full legal assistance and support in connection with Unicredit Services operations in Romania. UniCredit Business Integrated Solutions is the UniCredit Group’s global services company created from the integration and consolidation of 16 Group companies and is dedicated to providing services in the sectors of Back Office and Middle Office, Real Estate, Security, ICT and Procurement.

The firm has been advising Diamedix Impex in connection with a long-term loan from ING Bank and an overdraft facility from Alpha Bank. The work included: reviewing of transaction documents, drafting of amendments to loan documentation, assistance in negotiations of the parties, and legal assistance in signing the transaction documents.

Specialist lawyers: Sorin Mitel, Madalina Paisa.



MPR PARTNERS | MARAVELA, POPESCU & ASOCIATII (see profile ...)

Retained by two distinct Clients in order to assist with financing and both phases of complex wind energy projects, totalizing 700 MW.

Specilist lawyers: Alina Popescu, Gelu Maravela.



MUSAT & ASOCIATII (see profile ...)

Advised Premier Capital group companies, operating the McDonald’s Franchise in Romania, as borrowers under a number of Senior Facilities concluded with BRD under LMA style facilities.
Specialist lawyers: Razvan Stoicescu, Adrian Danciu, Valentina Burada.

Advising the Ministry of Public Finance of Romania in connection with all Romanian law matters regarding the negotiations and conclusion of ISDA Master Derivative Agreements and related collaterals in view of entering into interest rates swaps, foreign currency swaps and cross-currency swaps for the management of public debt of Romania.
Specialist lawyers: Gheorghe Musat, Razvan Stoicescu, Adrian Danciu, Valentina Burada, Dumitru Varzari.

Advising PPF BANKA A.S. (PPF Group’s central treasury bank), on a multijurisdictional multimillion facility granted to a local real estate developer for the
construction of a large office building project in Romania.
Specialist lawyers: Monia Dobrescu, Cristian Cepesi. 

Advising BCR Banca pentru Locuinte, a division of BCR – one of the biggest banks in Romania – on matters related to the “Bauspar” mechanism of collective saving and lending for housing (one of the largest regulatory litigation on the Romanian market).
Specialist lawyers: Razvan Stoicescu, Angela Porumb, Adrian Danciu, Valentina Burada.

Advised European Bank for Reconstruction and Development in connection with a multimillion facility granted to TeraPlast Group, an important construction materials manufacturer, for the implementation of three projects developed by group entities from Romania, and the CEE region.
Specialist lawyers: Monia Dobrescu, Cristian Cepesi.



NESTOR NESTOR DICULESCU KINGSTON PETERSEN (see profile ...)

Assistance provided to a club of banks in the financing of one of Romania’s largest online retailers in a complex multi-borrower developing financing structure in relation to the financing of a logistic operational park.

Assistance provided to a syndicate of leading banks in a €29 million financing of a group of companies active in the FMCG industry.

Assistance provided to a Top 3 bank active in Romania in the financing of an office project.

Assistance provided to a leading Romanian producer of organic agricultural products in the private placement ahead of the company’s listing on the Bucharest Stock Exchange.

Assistance provided to an international financing institution in relation to extending financing for water and sewage services.

Specialist lawyers: Alina Radu, Valentin Voinescu, Manuela Nestor.



NOERR (see profile ...)

Advice for a big German investment bank on financing a real estate project with a value exceeding €42 million.

Advice for an Industrial corporation on the restructuring and enforcement of the financing and security agreements pertaining to 8 photovoltaic power plants in Romania, with a total value exceeding $171 billion.

Asisstance for a major Austrian bank on financing of current and future projects of an European automotive group with a total value amounting to €70 million.

Insurance regulatory advice with regard to the outsourcing by a multinational finance and insurance corporation of its insurance claims and policy administration to a multinational professional services company.

Advice for a fur auction company in relation to the financing amounting to €22 million, granted to four companies located in different countries and pertaining to the same group (Finland, Poland, Romania, Latvia, US).

Specialist lawyers: Magdalena Lupoi, Gabriel Popa, Alexandru Ene, Raluca Botea, Razvan Caramoci, Torsten Wehrhahn, Ludomir Biedecki.



PELI PARTNERS (see profile ...)

Assisting Banca Transilvania Asset Management (BTAM), affiliated to the largest Romanian bank, in relation to the acquisition of Certinvest Pensii Societate de Administrare a Fondurilor de Pensii Facultative, manager of the optional pensions fund “Pensia Mea”.

Assisting Mitiska REIM in relation to (i) securing a facility granted by a consortium of Austrian and Romanian banks aimed at refinancing existing debt, as well as funding a new development project and (ii) analyzing the potential implications of the Covid-19 pandemic on its €27 million facility agreement.

Assisting several companies within the Niro group in relation to a facility granted by Libra Bank for the purpose of developing a hotel. The firm's involvement included advising and negotiating the structure of the facility and the security package.

Assisted Banca Transilvania/European Investment Fund in reviewing the merger of Bancpost Romania into Banca Transilvania following its acquisition, with a view to provide an opinion on the conformity of the merger process and documents with the Romanian law and consequently, the universal transfer of all rights and liabilities of Bancpost to Banca Transilvania.

Advising Jupiter Development with respect to a refinancing granted by Raiffeisen Bank for the purposes of repaying the company's existing financial indebtedness. The firm's involvement included advising and negotiating the structure of the facility and the security package, as well as providing general legal advice prior to the closing of the transaction.

Specialist lawyers: Carmen Manuela Peli, Oana Badarau.



POPOVICI NITU STOICA & ASOCIATII (see profile ...)

Advised RI-GD Investments DAC, an affiliate of Rabobank, on a €30 million financing granted to Origin Enterprises.

Advised Ameropa on the €324 million financing for refinancing existing bilateral facilities and supporting new working capital needs of its Romanian entities. 

Assisted Dedeman on four financings amounting to approximately €44.3 million for the development of the Bridge 3 office building and Eli Park.

Advised The Governor and Company of the Bank of Ireland on certain amendments to the €400 million financing granted to Origin Enterprises.

Assisted CLN Group on three financings amounting to €134 million granted by IFC.

 

Specialist lawyers:Alexandru Ambrozie, Codrin Luta,



REFF & ASSOCIATES SCA (see profile ...)

Successfully defended two officers of an important bank with local presence in the most prominent market manipulation and insider dealing case ruled on the merits in Romania.

Romanian legal advisor to a large real estate investment fund in Romania in relation to cross-border rights offerings, private placements and other securities offerings in excess of EUR 350 million in aggregate.

Romanian legal advisor to a major Cyprus-based bank in the transfer of EUR 82 million assets and EUR 77 million deposits to a Romanian bank in the context of the Cyprus crisis and bail-in legislation.

Romanian legal advisor to a syndicate of banks in a EUR 60 million loan restructuring.

Legal advisor to a large real estate investment fund on various real estate finance matters.

Specialist lawyers: Andrei Burz-Pinzaru, Simina Mut, Leontin Trifa;



RTPR ALLEN & OVERY (RADU TARACILA PADURARI RETEVOESCU SCA IN ASSOCIATION WITH ALLEN & OVERY LLP) (see profile ...)

Assisted a leading investment bank on the largest corporate bond issuance to date of a Romanian corporate - EUR450m Senior Secured Notes issued by Cable Communications Systems N.V. (CCS) and guaranteed by one of the largest telecom companies and a leading provider of pay TV services in core markets Romania and Hungary.

Assisted a leading European investment bank on a historical EUR 86.6 million block trade, representing the sale of its 1.6 per cent equity stake in OMV Petrom, executed in the form of an ABB and private placement on the POF section of the Bucharest Stock Exchange. The transaction was brokered by Wood&Co and Raiffeisen Capital & Investment.

The Romanian Ministry of Public Finance on the fifth issue of Euro 1.5 billion 4.625 per cent. Notes due 2020 under the Euro 8 billion Global Medium Term Note Programme (the Programme).

Represented the global leader in automotive gas springs and other related products, in connection with an EUR25m syndicated facility agreement and the issuance of an EUR315m senior secured notes and the security package in connection thereto as well with respect to the related inter-creditor arrangements.

Assisted a leading manufacturer of rolling element bearings for automotive, aerospace and industrial uses, on the issue of further high yield bonds of a total volume of approximately EUR 1.25 billion.

Specialist lawyers: Victor Padurari, Alexandru Retevoescu, Costin Taracila, Alexandra Ovedenie, Andreea Burtoiu, Cosmin Tilea, Loredana Boeru;



SCA MCGREGOR & PARTNERS (see profile ...)

Representing an important Italian banking group with its offices in Germany to recover more than EUR 1.5 million in an enforcement of a maritime mortgage which took place in Romania.

Representing HNA Group of China in dealing with the Romanian aspects related to the financing of the acquisition of an European market leading provider of transport equipment, leasing, rental and service solutions - providing assistance in relation to the negotiation and conclusion of the local security documentation package.



SCHOENHERR & ASOCIATII (see profile ...)

 

 



STOICA & ASOCIATII (see profile ...)

Advising as external independent counsel in connection with finance transactions concluded by an important local bank with Council of Europe Development Bank and European Investment Bank, respectively.

Advised a major regional bank in conjunction with a refinancing transaction involving an Austrian-based group of companies with presence in Romania, including with respect to issues such as: cross-stream corporate guarantees and enforcement of security interests in shares of the Romanian affiliate.

Advised a major international bank in connection with its broad assessment of relevant requirements in Romanian laws and market practices concerning the validity, binding nature and enforceability in Romania of international finance arrangements concluded by the client with Romanian-based customers.

Advised a local non-banking institution in connection with the establishment of its subsidiary financial institution in Bulgaria and relevant assistance in connection therewith.

Advised the second largest Romanian bank with respect to the assessment of alternatives and strategy concerning the enforcing outside Romania of its claims against various debtors.



SUCIU POPA (see profile ...)

Representing an international renewable energy player in connection with the successful recovery of funds debited by ING Bank under a bank letter of guarantee issued based on a credit facility for the sale of electricity. 

Advising a professional association made up of 36 credit institutions active in the financial sector which concentrate the entire banking market from Romania, on a variety of legal and regulatory matters, including on the review and renegotiation of several cooperation agreements concluded between the Romanian banks and the central public authorities regarding issues such as data and information exchange and banking

Assisting a Romanian top real estate developer of residential projects in Bucharest, in relation to several financing packages for the construction and development of a new residential project and two ongoing real estate projects. 

Advising the largest Korean bank in connection with multimillion financing for the development of two large photovoltaic parks in Romania.

Advising a leading European in connection with the multimillion financing granted to the Kazakh subsidiary of the largest corporation in Romania and the largest oil and gas producer in Southeast Europe



TONCESCU SI ASOCIATII SPRL (KPMG Legal) (see profile ...)

The firm has been appointed by First Bank to implement, coordinate and supervise the merger process between First Bank (former Piraeus Bank) and Leumi Bank Romania. The assistance in this project included legal aspects such as discussion with the NBR, review of the documentation for NBR’s approval file, drafting statements, provisions of supplementary legal advice on specific aspects, drafting the merger project, review of corporate decisions, compiling the merger file as well as the approval of the merger in front of the National Bank of Romania and Trade Registry (ongoing), but also employment aspects (integration) and data protection assistance. The merger was approved by the National Bank of Romania, by the court and by the Trade Registry and was completed on 30.04.2020. This was the one and only merger approved in the banking system during the Covid-19 pandemic lockdown in Romania.

The law firm has been entrusted for the last seven years by BCR, one of the top banks in Romania, to provide for the bank a daily report monitoring of regulatory changes. The firm's lawyers also provide an analysis prioritizing the importance and impact of each new regulatory item. The law firm provides this service via a Reg-Tech tool developed in KPMG in a collaboration between KPMG’s Robotic Process Automation team and KPMG Legal, thus providing an innovative solution for an improved client service.

The firm advises all companies from Porsche Finance Group on their day-to-day activities as well as transactional work (covering banking and leasing sector, as well as the insurance and the broker activity). The team constantly advises the client on various legal and compliance issues ensuring the client is in the best position from compliance and business aspects. The team has also assisted the client with the assessment of the impact of the draft Romanian law implementing the Insurance Distribution Directive (EU) 2016/97 on the Insurance activity of the group.

The law firm together with KPMG Advisory has ensured constant legal advice to ALB in relation with the implementation of private payment moratorium in the context of the Covid-19 crisis in response to the need of the customers, but also in response to the requirements imposed under EBA Guidelines on legislative and non-legislative moratoria on loan repayments applied in the light of the Covid-19 crisis. The team is supporting the association in ensuring the relationship with the National Bank of Romania and Competition Council, but also in preparing a Report and drafting the private moratoria terms.

The law firm assisted one of the Top 10 banks in Romania during the transfer of the entire investment business. The transfer involved the transfer of clients (over 700 clients), employees, licenses and assets related to the investment business. During the project the firm assisted both companies involved starting with the structuring and planning of the transaction, providing insight and advice on the regulatory steps and authorization requirements, corporate decisions and supporting documentation, authorization schedule, criteria and supporting documentation (National Bank of Romania, Financial Supervisory Authority, Central Depository Bucharest Stock Exchange), advice on various legal topics (e.g. corporate, contracts, electronic signature, employment, data protection, KYC, MiFID II, archiving, liability, IP, etc), drafting the SPA for the business transfer and the annexes, etc.

Specialist lawyers: Laura Toncescu, Sebastian Olteanu, Rosu Cristina, Duagi Gunay.



TUCA ZBARCEA & ASOCIATII (see profile ...)

 

Assisting Banca Comerciala Romana SA as mandated lead arranger and a club of three other banks, BRD Groupe Societe Generale, Raiffeisen Bank and Banca Transilvania, in relation to the €66 million credit facilities, as well as in relation to the extension of existing facilities up to €90 million. 

Advising The International Finance Corporation, APS Holding SE, Apollo LP on the acquisition of a NPL portfolio with a face value of €180 million located in Bosnia and Herzegovina.

Advising Banca Comerciala Romana SA on the reviewing and updating the retail standard documentation.

Romanian legal assistance to Astaldi SpA in relation to the issuance of the notes denominated “Euro 75.000.000.00 Super-senior Secured PIYC Floating Rate Notes due 12 February 2022”.

Assistance to Sanofi in respect of the capital market elements of the sale of local GX business of Sanofi/Zentiva to Advent International further to a cross-border deal amounting to €1.9 billion.

Assisting the Bucharest Stock Exchange in the process of incorporating the first Romanian Central Counterparty.

 

Specialist lawyers:Mihai Dudoiu, Gabriela Anton, Silvana Ivan.



VASS LAWYERS (see profile ...)

Capital market fraud - advice and legal assistance provided to a major brokerage firm in Romania, as well as drafting the claims against the capital market authorities having as object the supervisory failure in relation to multiple stock trading that caused damages of approximately EUR 700,000.

Leasing agreements - advice and legal assistance provided to a healthcare company concerning the renegotiation of more than 10 leasing agreements with one of the most important leasing companies in Romania, with an estimated value of EUR 6 million.

Credit agreement - assisting and representing clients in disputes arising from the execution of credit agreements concluded with financial institutions. Unfair terms - successful representation of clients regarding the removal of unfair terms related to risk commission within mortgage contracts.

Bank guarantees - assisting and representing an international construction company in several court cases regarding the validity and execution of a bank guarantee.

Specialist lawyers: Iulia Vass, Flavia Antonescu;



VILAU | ASSOCIATES (see profile ...)

Assisting a top European bank in a restructuring of its Romanian entities.

Advising a Romanian manufacturer of ERW and construction-related pipes in the process of debt restructuring and capital raising to consolidate and expand existing business. Legal work included assessment of the financial commitments and guarantees, advise on debt restructuring and assistance during negotiations with the lenders and business partners for capital injection and commercial credit extension.

Assisting an international investor in relation to the proposed financing of several power generation facilities by an international bank, in a transaction valued at EUR 65 million.



VOICU & FILIPESCU SCA (see profile ...)

 

Appointed as advisors on the M&A deal regarding the client’s acquisition of the Romanian operations of a Bank– Member of National Bank of Greece Group (includes acquisition of equity and sub-debt participation in such Bank, refinancing all intra-group loans by the purchaser group); rendered services include obtaining acquisition clearance from the National Bank of Romania, as well as on other conditions for closing. Project coordinated by Partner Dumitru Rusu

Assisting the buyer in the acquisition from the largest bank in Greece of the nonlife portfolio of an important insurance company in Romania and in the subsequent acquisition of the 100% ownership in said insurance company. Project coordinated by Partner Dumitru Rusu

Assisted a bank and a borrower in connection with a complex the refinancing transaction of a Hotel in Romania, with the occasion and corroborated with the indirect sale of the bank participation in the borrower to an important producer and distributor of alcoholic beverages in Romania. Project coordinated by Partner Dumitru Rusu

Assisted the world's leading B2B2C specialist for the global automotive business in restructuring its Romanian subsidiary by transformation in a branch through a cross-border merger. Assistance to this client also included aspects of data protection law and practice and a complex case for ensuring compliance with the Romanian legislation of the client’s employment documentation. Project coordinated by Partner Dumitru Rusu

Assistance to a Hungarian Bank, acting as lender, facility agent and security agent, in the project by which a syndicate coordinated and arranged by an Austrian Bank re-financed the existing loan facility of USD 137 million to the most important Romanian aluminium producer, with a 30 million top-up as a non-funded facility (for issuance of surety bonds)

Project coordinated by Partner Dumitru Rusu



WOLF THEISS Rechtsanwälte GmbH & Co KG (see profile ...)

Revetas Capital Fund II and an affiliate of Cerberus Capital Management, L.P. acquired a leading hotel complex with approximately 86,000 sqm of gross leasable area in Bucharest, Romania. The complex includes two hotel facilities, the Radisson Blu and Park Inn Hotels, as well as approximately 7,500 sqm of prime retail space. In addition to providing M&A assistance and real estate due diligence, Wolf Theiss assisted the purchasers in relation to financing and refinancing of the acquiring and the acquired companies' debt. This was the largest real estate transaction in Romania in 2017. The transaction was named 'Investment Deal of the Year' at the 13th SEE Real Estate Awards.

Name of the team coordinator: Claudia Chiper, Partner (on the financing aspects)

Completion date: November 2017

Advising Raiffeisen Bank International AG in relation to the granting of an approx. EUR 75 million facility to one of the largest Romanian real estate developers for the purposes of refurbishing and constructing 19 office buildings in Bucharest, Romania.

Wolf Theiss provided advice in relation to the security package structure as well as the intricate issues and mitigates related to the title over the mortgaged properties.

Name of the team coordinator: Claudia Chiper, Partner

Other relevant information: Jurisdictions involved were Austria and Romania.

Completion date: November 2017

Advising a Warsaw based investment company, Credit Value Investments, regarding an issuance of bonds under Romanian law. The issuer was one of the largest Romanian poultry producer in Romania, Aaylex, holding the brand Coco Rico, which sells about 72% of its production to Bulgaria, Czech Republic, Cyprus, France, Germany, Greece, Macedonia, UK, Netherlands and Slovakia. The proceeds on the issuance of bonds are used for the development of production facilities. 

Name of the team coordinator: Claudia Chiper, Partner

Other relevant information: The transaction is the second private placement made by Credit Value Investments in Romania and one of its kind on the Romanian market considering that it poses legal issues due to its lack of regulation as well as to the structure and belts and suspenders envisaged by the investor.

Deal value is EUR 25 million.

Completion date: May 2018

Wolf Theiss advised Erste Group Bank AG in relation to the granting of approx. EUR 30 million credit facilities to a Romanian borrower for the purpose of financing a class A light industrial/logistic project located in Timis County, Romania. We advised in relation to the due diligence process as well as the structuring, drafting and negotiation of the finance documents.

Name of the team coordinator: Claudia Chiper, Partner

Completion date: January 2018

Wolf Theiss advised B2Kapital in relation to the purchase of the non-performing loan portfolio including mortgage-backed loans granted to corporate and retail clients by a banking institution in Romania. We analyzed and advised on the largest corporate and private individual exposures and worked together with the B2Kapital team in setting up the restructuring strategy considering the status of enforcement and insolvency against each debtor as well as the remaining available legal options. Wolf Theiss also supported the B2Kapital team in relation to the negotiation and closing of the sale and purchase agreement as well as the transfer of the relevant receivables.

Name of the team coordinator: Claudia Chiper, Partner

Completion date: April 2018



ZAMFIRESCU RACOTI VASILE & PARTNERS ATTORNEYS AT LAW (see profile ...)

Advised the client, one of the largest vertically integrated aluminium producers in Europe, on several cross-border complex financing projects amounting to a total of approx. $400 million, in relation to loan facilities for working capital and investment

purposes.

Advised a leading leasing company in relation to the restructuring and restatement of financial lease agreements extended to a group of companies with industrial park activities.

Advised a leading Romanian bank, member of an international banking group, in relation to the amendment and restatement of a complex servicing agreement for a loan portfolio.

Advised a Romanian Bank in a complex matter involving the assignment of a consumer loan portfolio in foreign currency, against the National Authority for Consumer Protection.

Advised the client, a company acting in the financial services sector, regarding a non-recourse factoring facility to be granted to an important developer of high profile residential and office projects in central locations.

Specialist lawyers: Ioana Racoti, Elena Iacob.



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