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.

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.

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.

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.

A multijurisdictional team of lawyers coordinated by Partner Madalina Rachieru-Postolache advised NEPI Rockcastle in connection with its latest green bonds issue, worth €500 million. The bond issue, oversubscribed more than six times, marked NEPI Rockcastle's return to the Eurobond market after more than two years and added to a significant green financing track record in the law firm's portfolio. At the same time, the transaction continued a long collaborative
relationship between the law firm and the leading real estate developer and investment group in Central and Eastern Europe.

Advising the arrangers J.P. Morgan, Morgan Stanley, Nomura and ING Bank, and BT Capital Partners (as co-manager) in the transaction in which Banca Transilvania sold ESG bonds worth €700 million on international markets.

Advising the leading renewable energy investor Nofar Energy, through its Romanian entities Solis Imperium and RTG Solar Energy, in the signing of a term loan facility agreement and a VAT facility agreement totaling €122 million with the European Bank for Reconstruction and Development (EBRD) and Raiffeisen International, acting as lenders. The proceeds will be used, among others, for the development, construction, and operation of two solar photovoltaic plants in Giurgiu County, with a combined capacity of 315 MW (169 MW in Iepuresti and 146 MW in Ghimpati).

Advising Premier Energy, one of the largest renewable energy players in Romania and the Republic of Moldova, in relation to the Initial Public Offering and listing on the Bucharest Stock Exchange amounting to approximately RON 700 million.

Advising OMV Petrom in relation to the delisting of its Global Depository Receipts (GDRs) from the London Stock  Exchange. The law firm also advised OMV Petrom with the initial listings of GDRs on the London Stock Exchange. 

Specialist lawyers: Nadia Badea, Madalina Rachieru-Postolache, Cosmin Anghel, Radu Ropota, Gabriel Toma, Oana Ionascu, Adelina Seserman, Nicolae Grasu, Martha Busuiocescu.

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

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.

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.

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;

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;

Assisting as lead counsel Digi Romania (former RCS & RDS), one of the leading media and telecommunication companies in Romania, in connection with the contracting of two export credit facilities in an aggregate amount of approx. €117 million entered into with Citibank Europe for the purpose of financing the acquisition of assets and services for the development of the company’s communication networks in Romania and Portugal. Simultaneously, they have assisted the client’s Spanish subsidiary, Digi Spain Telecom, as borrower, in connection with the entering into an uncommitted and unsecured credit facility agreement in an amount of €50 million with Banco Santander.

Advised as lead counsel a syndicate of banks including UniCredit Bank, Raiffeisen Bank, Banca Comerciala Romana, ING Bank and OTP Bank Romania in the €127 million financing of Green Group, the largest integrated waste recycling group in Central Europe.

Assisting Fondul Proprietatea with respect to the sale of its entire shareholding within the initial public offer of S.P.E.E.H. Hidroelectrica. This is the largest IPO in the history of offers in Romania so far and the largest IPO in Europe in 2023. The initial public offer for the listing of the shares on the Main Market of the Bucharest Stock Exchange took place between 22 June and 4 July 2023, Hidroelectrica becoming listed on 12 July 2023, being the company listed on the Bucharest Stock Exchange with the highest capitalisation.

Assisting Banca Transilvania in relation to the implementation of (i) an €1 billion Euro Medium Term Note Programme established in April 2023 and public offering and the issuance of non-preferred eligible notes in value of €7.9 billion listed on the Irish Stock Exchange; and a series of Tier 2 subordinated notes in value of €200 million listed on the Bucharest Stock Exchange; and (ii) an €1.5 billion Euro Medium Term Note Programme established in November 2023 and public offering and subsequent listing on the Irish Stock Exchange and the issuance of a first series of non-preferred eligible sustainable notes in value of €500 million.

Specialist lawyers: Alexandru Birsan, Alina Stancu Birsan, Olga Nita, Alexandra Manciulea, Rebecca Marina, Andrei Banescu, Sandra Danciu, Anca Badescu, Camelia Iantuc, Marius Gheldiu, Bianca Gherghe.

Assisted INVL Renewable Energy Fund I to finance the construction of solar power plants with a total capacity of 51 MW in Romania through a €25 million cross border financing from Kommunalkredit Austria.

Assisted Ferratum Romania IFN in relation to all the obligations to be observed from regulatory perspective (especially in connection with NBR and other institutions).

Assisted Ferratum Bank PLC with the procedure of cross border provision of banking services, according to Romanian legislation.

Represented two (2) important Romanian banks in various litigation regarding abusive clauses from the perspective of customer protection legislation and the execution of loan agreements.

Assisted a leading European commercial bank on the financing of a biomass facility in eastern Romania.

Specialist lawyers: Cezar Gusu, Teodor Lupu, Ecaterina Negru.

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.

Successfully advised a consortium of lenders led by Banco Santander as agent, including Bank Polska Kasa Opieki, Powszechna Kasa Oszczednosci Bank Polski, Ceska sporitelna, ING Bank, BBVA, BNP Paribas, and Rabobank, on the Romanian, Czech, and Hungarian legal aspects of an €800 million financing agreement with fastfood operator AmRest. This financing supports the expansion of AmRest, a leading restaurant operator in Europe with a portfolio including KFC, Starbucks, Pizza Hut, and Burger King. The Romanian team led coordination across jurisdictions, showcasing their deep sector knowledge and ability to manage high-stakes, multi-country transactions.

Advised a consortium led by ING Bank and including: Citigroup Europe, UniCredit Bank, BRD – Groupe Societe Generale and Raiffeisen Bank on a new €150 million senior facility agreement granted to DIGI Romania, the country’s leading television and telecommunications provider, part of Digi Communications N.V. The three-year term loan will refinance DIGI Romania’s €450 million senior guaranteed bonds due in 2025. ING Bank N.V. acted as arranger and original lender, with ING Bank N.V. London Branch serving as facility agent. The team, having advised on similar facilities for DIGI in previous years, managed financing documentation, security matters, and local compliance requirements, underscoring their sustained role in supporting DIGI’s growth and refinancing strategy.

Advised BIG Mega Renewable Energy on a financing transaction with the European Bank for Reconstruction and Development and OTP Bank to build and operate the Urleasca wind farm, one of the largest wind farms in Romania. This milestone project represents BIG Mega’s first renewable investment in Romania, with the financing agreement serving as a critical step in its expansion strategy in Romania and the Balkans. The Urleasca wind farm is expected to contribute significantly to Romania’s renewable energy goals, generating approx. 292 GWh per year. The law firm has been advising BIG Mega Renewable Energy on all its renewable projects in Romania since its market entry and early development stages.

Advised the European Investment Bank on the Romanian law aspects of a €50 million loan to the state-owned Exim Banca Romaneasca, aimed at sub-lending to SMEs in the Romanian market. The team provided comprehensive counsel on the financing agreement and the complex banking regulatory aspects related to the borrower. This transaction is particularly significant due to the team's detailed analysis of the banking regulations, considering that Exim Banca Romaneasca operates as both a commercial bank and an agent of the Romanian state in various transactions, including state guarantees and incentives for external trade. The financing coincided with the acquisition of Banca Romaneasca by EximBank Romania, marking EximBank’s entry into the local retail market and its rebranding as Exim Banca Romaneasca.

Advised CCC, the leading Polish footwear manufacturer, and its Romanian subsidiary Shoe Express on all Romanian aspects of the Group’s recent refinancing transaction. The team provided a comprehensive range of legal services tailored for cross-border financing arrangements, including assistance with the security package, release and deregistration of existing financings, preparation of mandatory documentation, corporate approvals, and transaction management. This deal is noteworthy as the financing was structured in accordance with Sustainability-Linked Loan Principles and involved major lenders, including EBRD, BNP Paribas Bank, Santander Bank, and mBank. The complex structure required alignment across multiple jurisdictions and streams, addressing both refinancing needs and the release of existing financing.

Specialist lawyers: Magdalena Raducanu, Razvan Constantinescu, Alexandra Sofineti, among others.

Provided legal services to Porsche Bank Romania in connection with its intended reorganisation in Romania, including in the sale process of the bank to Mr. Dan Ostahie. Their role in the sale process of the Bank covered (i) preparation of the Data Room and drafting legal documentation needed during the due-diligence and bidding process (Term-Sheet, NDA, VDR rules) (ii) drafting SPA and corporate documentation needed for this process, (iii) assistance during negotiation, advising on legal, regulatory and compliance aspects concerning the transaction.

Assistence for Token Payment Services, part of Koc Group, the largest industrial group in Turkey. The assistance was requested for authorization with the National Bank of Romania as a payment institution. This was the first licensing of a payment institution in Romania to accept both online and physical payment operations according to the new rules. The assistance consisted of end-to-end drafting/reviewing and obtaining all the supporting documentation for the authorization process, including documentation for shareholders, management, and the company, as well as drafting the business plan and activity plan and handling related highly technical aspects concerning payment services. 

Specialist lawyers: Laura Toncescu, Cristina Rosu, Sebastian Olteanu, Gunay Duagi, Raul Dimitriu, Dariana Visoiu.

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.

Assisting a client in the process of obtaining the clearance by the National Bank of Romania of the issuance, use and implementation of a series of fidelity cards issued to its customers.

Specialist lawyer: David Oprea.

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.

Advising BCR Banca pentru Locuinte - a division of BCR, one of the biggest banks in Romania, specialized in collective saving and lending for housing, on regulatory issues of the financing system, of which representative is the EUR multimillion litigation with the Ministry of Development, Public Works and Administration, concerning Bauspar matters and the implementation of the system in Romania.

Advising Hili Properties, one of the largest property investors active in Romania with a portfolio valued at approx. €240 million, with respect to a EUR multi million facility agreement for the acquisition of the minority shareholding in Baneasa Real Estate. The work includes structuring of the financing and security package as well as negotiation of the necessary finance documents.

Advising several of the largest international banks on a long-term basis - HSBC, JP Morgan, RBC, Citibank, Northern Trust, State Street, The Bank of New York Mellon, in connection with their 2024 provision of securities custody services in Romania and related risks in insolvency of local custodians.

The law firm provides advice a giant multinational payment card services corporation offering a range of payment transaction processing and other related payment services, in relation to a wide range of legal and regulatory aspects.

Advised Switzerland’s construction chemicals group Sika AG on all Romanian legal aspects of its €5.2 billion acquisition of MBCC Group (Master Builders Construction Chemicals) from Lone Star Funds, a global private equity firm. With revenue of $13 billion, subsidiaries in 100 countries and 25.000 employees, Sika is a leading specialty chemicals company. The law firm advised the client in respect to all Romanian law aspects of the acquisition (which involves, among others, the divestment of the business of MBCC Group), including with the legal due diligence, as well in respect of structuring the relevant financing streams for the implementation of the project.

Specialist lawyers: Razvan Stoicescu, Iulian Popescu, Monia Dobrescu, Angela Porumb, Andrei Ormenean, Ana Maria Abrudan, Madalina Trifan, Dragos Lungu, Oana Lupu, Liviu Viorel, Robert Urmosi, Cristian Cepesi, Sirin Stan (Omer), Dumitru Varzari, Elena Nitu.

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.

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.

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.

Advised Ameropa Group, leading Swiss grain and fertilizer trader, on the successful €542 million refinancing of its main Revolving Credit Facility in Romania.

Advised Banque Banorient France - Romania Branch on a new €22 million real estate financing granted to a strategic real estate developer for refinancing of outstanding banking facilities availed by third party banks and assisting in their working capital needs and reimbursement of shareholders' loans.

Advising a major energy distributor and its Romanian subsidiaries in relation to contracting several credit facilities, amounting to more than €500 million.

Advised Paval Holding on two credit facilities in a maximum amount of €53.7 million from Raiffeisen Bank in relation with the acquisition of U Center 1 - the first phase of the U Center office project in Bucharest.

Advising a Belgian private financier on the granting and securing a €14 million financing to one of the main port operators in Midia and Constanta Harbours in view of developing further infrastructure facilities.

Specialist lawyers: Bogdan C. Stoica, Alexandru Ambrozie, Alexandra Niculae, Claudia Salomia, Ioana Lazar, Andra Vieriu, Crina Stan.

Assistance to BLIK ROMANIA, the Romanian subsidiary of Polski Standard Płatnosci Sp. z o.o. (i.e., a Polish company authorized in Poland as the operator of BLIK Polish Payments System) in connection with the set-up and the authorization by National Bank of Romania (NBR) of a local payment system and of BLIK RO as its operator, providing a full spectrum of services covering multiple areas under Romanian law but especially banking and financial regulatory law.

Assistance to Netopia Financial Services, Romanian payment facilitator, with drafting the full documentation required for its licensing as a payment institution (“PI”) by the National Bank of Romania and operational transition including the contemplated business model, correct legal qualification of the categories of payment services to be rendered, design of the operational flows, compliance with risk, AML and cyber regs applicable to PIs, thus involving coordination and alignment of the multidisciplinary team of professionals.

Assistance to Veraltis Asset Management, part of B2 Holding group, throughout the preparation of the documentation to be submitted for being authorized as credit servicer by the Romanian competent authority, by coordinating an extensive team of professionals with various other specializations (i.e., risk and regulatory advisors, AML specialists). Additionally, they also provided extensive financial regulatory law advice on the interpretation of new rules on ongoing deals, as well as how B2Holding group must adjust its EU business model (on 2 streams: distressed debt purchase and servicing arrangements (intra-group or for third parties)) in light of these legislative changes.

Assistance to Nordensa Football, a fintech start-up hosting a football content platform, for setting up a football fan-backing platform in a manner compliant, inter alia, with financial services, crowdfunding and alternative investment funds regulations, including the full spectrum of legal services covering several streams, such as capital markets, banking and finance, data protection, intellectual property and AML.

Assistance to the Czech company Partners Financial Services (PFS) with respect to its entry in the Romanian market through the acquisition of a 32.89% stake in Transilvania Broker de Asigurari, becoming a signing shareholder of the company. Their assistance included: regulatory law assistance with respect to the necessary approvals of PFS to be obtained from Autoritatea de Supraveghere Financiara (ASF), capital markets law assistance with respect to the necessary public disclosures ensuring compliance with the requirements of the stock exchange and ASF and with respect to the legal requirements applicable to deal market transactions and corporate law advice with respect to PFS new capacity as significant shareholder.

Specialist lawyers: Andrei Burz-Pinzaru, Patricia Enache, Andreea Serban, Roxana Bratosin, Danut Arion, Andrei Ududoiu, Bogdan Vlad.

Advising World Class Romania, the market leader in the local fitness industry, with respect to its syndicated and bilateral financings. The syndicated financing is backed-up by a state guarantee from Romanian EximBank NCS (acting on behalf of the Romanian state), and the documentation follows strict requirements and approval process. The financing structure entails complex undertakings on both World Class Romania and various companies within its group.

Advised UniCredit Bank AG with respect to the accession to an €750 million acquisition finance of 5 Romanian  subsidiaries of the borrower, a market leader in medical imaging industry, and related share security package. The accession process had to be closed in a very limited timing, taking into account various restrictions under Romanian law which are involved in group financing, as well as when creating security and guarantees for acquisition finance.

Assisted Rodbun Grup in relation to a syndicated loan in amount of €15.7 million for covering the regular working capital needs in the group activity. The financing was granted by a syndicate of banks made of Banca Comerciala Romana, CEC Bank and Raiffeisen Bank and it was guaranteed by Eximbank Romania. Rodbun Grup is a company – integrator of products and solutions in the agricultural field, having 100% Romanian capital, established in 2002.

Regulatory advice in relation to Morgan Stanley Smith Barney LLC’s activity in Romania. Mifid and capital markets regulatory assistance in terms of offering of specific securities and investment and/or non-investment services in Romania.

Regulatory advice in relation to Credit Suisse AG’s activity in Romania. Assistance in terms of offering of specific securities and services in Romania and on-going assistance in respect of disclosure obligations, selling restrictions and amendments to the prospectuses for various types of notes sold by Credit Suisse in a wide range of jurisdictions, including Romania.

Specialist lawyers: Victor Padurari, Cosmin Tilea, Andreea Nedeloiu, Bianca Eremia, Mihai Ristici, Vlad Stamatescu.

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.

Assisting and representing ING Bank with respect to a claim based on an alleged breach of contract, filed with the Romanian courts by a large state-owned company. The alternative grounds were undue payment and unjust enrichment.

Assisting and representing ING Bank with respect to a claim filed against the Romanian tax authorities for the reimbursement of a sum amounting to more than €43 milion, which was forcibly paid by the bank through an unlawful enforcement procedure.

Assisting and representing Patria Bank in a large litigation package pertaining to all enforcement proceedings regarding a line of credit awarded by the bank to the debtor, consisting in various legal challenges appeals against enforcement, termination before the stipulated date of maturity, scrapping of interest rates and of accrued penalties.

Assisting and representing First Bank in a set of litigations pertaining to the recovery of the claim in the amount of approx. €9 milion, representing the damage caused to the client. The claim was established by a court Decision, arising from non-reimbursed credit agreements granted by Dacia Felix Bank.

Representing BRD-Groupe Societe Generale in a litigation case against a fiscal deed concerning tax adjustments performed as result of fraudulent loans. It is the first litigation of this magnitude, considering that the fiscal authorities have determined significant additional income tax obligations.

Specialist lawyers: Valeriu Stoica, Andreea Stoica, Dragos Bogdan, Catalina Dicu.

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

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.

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;

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.

Advising AFI Park 1, AFI Park 2, AFI Park Building 3 and AFI Park Offices 4&5, acting as borrowers, in relation to €100 million financing (under a LMA Real Estate Financing standard law documentation, considering the 5 office buildings held by the borrowers in Bucharest - Cotroceni) to be granted by Erste Group Bank and Banca Comerciala Romana for the main purpose of full repayment of intragroup debt and repayment of bond issue at parent level. This deal is innovative because of the intricate relationship of the office buildings and the shopping mall as well as the mechanism of upstreaming funds and repayment of the existing bonds. Structuring such a large financing package requires careful consideration of various legal, financial, and regulatory factors. Managing the financing of high-value assets like office buildings involves assessing risks related to property valuation, market trends, and tenant agreements. The deal involving AFI Park entities, Erste Group Bank, and Banca Comerciala Romana is both innovative and challenging due to its complex financing structure, specialized real estate focus, multifaceted purpose, high-value assets, and coordination with multiple parties.

Acted as legal advisor to CVI Dom Maklerski sp. Z o.o., a Polish private debt fund, in structuring, negotiating and executing the documentation related to the issuance of corporate bonds worth €8 million by IMPACT Developer & Contractor. CVI, the regional leader in the SME private debt market in Poland and Central and Eastern Europe, has fully subscribed the bonds of the leading developer in Romania IMPACT. This deal is relevant as the funds obtained are intended to finance the expenses prior to the development/planning and construction of the Issuer, as well as for the working capital needs of the Issuer. The issuance of corporate bonds worth €8 million by IMPACT Developer &  Contractor, a leading developer in Romania, involves a cross-border investment from CVI Dom Maklerski sp. Z o.o., a Polish private debt fund. Managing legal and regulatory requirements across different jurisdictions adds complexity to the transaction. The team  provided legal advisory services to CVI in  structuring, negotiating, and executing the documentation related to the issuance of the bonds. This involves navigating complex legal frameworks and ensuring compliance with regulatory requirements in both Poland and Romania.

Advised Erste and BCR in relation to their transfer of exposures in relation to 25 shopping parks managed by Mitiska Reim group as a result of the change of control triggered by the sale of the shopping parks to M Core. The transaction marks M Core's launch on the Romanian market in its largest deal to date — an investment nearing €219 million. Following the deal, M Core purchased a 132,000 sqm retail portfolio from Mitiska REIM positioning itself as the largest property owner in the Romanian retail park market. The team advised the lenders in relation to all the changes related to the shareholders, the subordinated debt, the due diligence in relation to the new owner as well as insurance and title insurance aspects. The transaction implied the restructuring of the existing documentation in order to adjust it to the new structure and negotiation with both Mitiska lawyers and M Core lawyers to agree upon such revised documentation.

Provided legal assistance to ERSTE Group Bank AG in its capacity as lender of a €19 million loan granted to Belgian investment fund Mitiska REIM, for the purpose of developing the S7 retail park in Pitesti. The law firm offered comprehensive legal advice concerning both the intricate financing structure and the real estate matters
associated with the title over the land. Their guidance ensured a robust framework for the financial arrangements and addressed all pertinent legal issues related to land ownership, securing the necessary legal certainty for the project's development.

Assisted Solas and Resalta in structuring a private place issue of corporate bonds. Resalta is a leading provider of energy services (ESCO) in the region helping countless companies and public institutions lower their energy costs, improve their energy efficiency and reduce their carbon footprints. Solas is an equity investment fund set up for the purposes of using funds made available by the European Investment Bank for the purposes of financing energy efficiency and small renewable projects. The law firm is proud to have assisted on the first financing of Solas in Romania and the growth of Resalta on the Romanian market by structuring the financing transaction and advising the parties on the legal and tax framework in Romania. This transaction has been intricate due to the ESCO financing modelling which concentrates on energy savings as well as the requirements of the fund. Their advice further focused on permissions and licensing matters, and bankruptcy provisions in Romania.

Specialist lawyers: Claudia Chiper, Roxana Roman, Dana Toma, Cornelia Postelnicu, Adina Aurel, Iuliana Stoicescu, Alexandru Asaftei, Smaranda Vacaru, Iulia Curca, Catalin Sabau, Ana Florea.

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.