Banking & Finance

   Asset, Real Estate and Structured Finance

• Advising an important Swiss specialized in energy commodities trading and is mainly active on petroleum products and derivatives, gas, LNG and coal markets, on granting a loan to a company in insolvency proceedings, in order for the borrower to purchase EU OTC carbon credits which allows the borrower to carry out the activity of providing utilities to final consumers
• Advising a syndicate of banks in relation to an increase of EUR 40 mil of an existing syndicated loan up to a total of RON 636 million (approx. EUR 125 mil), granted to the largest agribusiness company in Romania to finance the expansion of their activity and investment projects, including a number of projects co-financed with EU funds. The amendment and restatement of a facility agreement was concluded as well with a group of twenty (20) Romanian companies operating in agriculture. to increase the existing facilities. The group of the Borrower is one of the main players of the Romanian agricultural market. Our work consisted of deal structuring, negotiating and drafting the amendment and restatement agreement, and the related Romanian law security documents;
•  Assisting a leading producer of Ice-Cold Merchandisers (ICM’s) globally and a leading supplier of high-quality glass containers and complementary packaging products and its Romanian branch in relation to a refinancing of its existing loans with a Romanian bank and new loans, to finance its activity. The advice regarded all stages of the transaction, in relation to the negotiation of the relevant loan documentation, that included the security law package documentation, that included preparing corporate approvals and monitoring of as well as assisting in the fulfilment of relevant conditions precedent;
• Assisting at the same time, both the lenders and the borrower (leading producer of Ice-Cold Merchandisers (ICM’s) globally), in connection with a financing  valued at 55.000.000 € which took place in the context of the client’s strategic international commercial operations, contributing, among other things, to obtaining, of course, liquidity that would allow the continuation of the Group’s investments as well as increasing the degree of robustness of its long-term activities, under the conditions which, romanian company branch remains a key member of the Global Group;
• Assisting the syndicate of banks formed by Banca Comercială Română SA (as coordinator, mandated main arranger, bookrunner, documentation agent, guarantees and payments), CEC Bank (as main arranger mandated), OTP Bank, EximBank, First Bank and Intesa Sanpaolo Bank (as creditors) for the increase, of the credit facilities concluded with the largest agribusiness company in Romania, together with the accession of a new lender First Bank S.A. and the provision of an accession mechanism for 10 entities as future borrowers. The legal assistance granted mainly consisted in the preparation and consolidation of the documentation related to the credit facility in total amount of 846 million lei, by amending and increasing the existing facilities by a total of up to 218 million lei. Our firm managed to complete a transaction that we believe is unprecedented, both qualitatively and quantitatively, considering the high level of sophistication of the documentation, as well as its impressive volume, by way of the complex structure of guarantees and involved parties (i.e. 6 lenders, and a total of 31 borrowers and guarantors;
• Advising an important company producing cables and electrical conductors in Romania in negotiation of and subsequent closing of a EUR 23 million loan agreement with a major Austrian cable manufacturer company that helped the client in negotiation of settlement agreements with a number of 19 secured mortgage lenders after the confirmation of the reorganization plan of the company in case in order to speed up the exit of the client from the insolvency procedure;
• Adivsing a well known Israelian multibillion family office specialising among others in large commercial real estates investments in connection with a EUR 27 million shareholders loans facilities that were initially made towards SPVs located in Romania established for the purposes of acquiring two well know located office buindlings located in Bucharest with an aggregated market value of approx EUR 64 million and total leasable areas of around 40.000 sqm;
• Advising Germany’s second largest bank in connection with the establishing a guarantee representing a pledge over the shares owned by a very well-known German auto parts manufacturer in its Romanian branch that included the preparation of the corporate documents in this respect and issuing a legal opinion concerning the validity and enforceability of the subject shares pledge;
• Advising very well-known German auto parts manufacturer, in connection with the providing of a guarantee by an important company in the agricultural sector, specialized in the production of biostimulants and sustainable foliar fertilizers in favour of its german parent company, financing agreement governed by German law;
• Advising a large international bank with a branch in Romania on a aprox. EUR 11,000,000 financing for one of the most important European ship-owners, which is a well-known romanian company;
• Advising the second largest bank in Greece, in connection with securing under Romanian law the repayment of the loan granted by the bank to a Greek company specialised in top quality, complete primary and secondary health care services that currently owns a chain of specialized clinics and hospitals in Europe (including Romania) and the US;
•  Adivising a leading manufacturer of a broad variety of industrial materials and performance products for Europe in connection with the implications under Romanian law of the participation of Romanian subsidiaries to an intragroup European cash pooling system between entities belonging to the company in case to the its parent company;
• Advising an aircraft leasing company focused on helicopters in registering two helicopters with the Romanian Civil Aviation Authority. Both helicopters will be operate in Romania by a local operator under a lease agreement;
•  Advising KV Aviation Group Limited, an independent aviation investment and asset management firm in connection with an important airline, based in Dublin (the “Lessor”) and an important Romanian hybrid private aviation company based in Bucharest (the “Lessee”) in relation to the Aircraft;
•  Advising an Austrian bank, leader on the Austrian financial market in connection with financing the acquisition of several plots and the initial development phase of a retail project;
• Advised one of the largest financial services providers in Central and Eastern Europe on the loan facility to an Austrian supermarket chain developer to assist it in land acquisition and the construction of 20 supermarkets in Romania;
• Advising one of the most important financial groups in Romania, including universal bank operations, as well as profile companies in the market of leasing, private pensions and housing banks in connection with the restructuring of a EUR 32 million facility granted to a US developer for the purposes of developing a residential park on the north side of Bucharest which is developed on a plot of land of 59,234 sqm;
• Advising a renowned Austrian banking group operating in Central and Eastern Europe in connection with the restructuring of a EUR 60 million loan granted for the development of an industrial park near Bucharest;
• Advising a private equity real estate fund business focused on Central and South Eastern Europe in connection with a EUR 60,500,000 financing of an office building park;
• Advising a subordinate of a a renowned Austrian banking group operating in Central and Eastern Europe in connection with a secured term facility agreement for the purposes of partially financing the full acquisition of a SPV owning a shopping mall center as well as for refinancing an existing senior debt incurred in connection with the development of the social shopping mall center – Approximately EUR 18 million;
• Advising a leading global financial institution that delivers a broad range of financial services across investment banking, securities, investment management and consumer banking in connection with a proposed EUR 330,000,000 loan facility 80% sovereign guaranteed and 20% secured with assets, which was designed to be made available to a Romanian refinery for the purposes of undertaking modernization of its refinery in Romania as well as in order to ensuring funding for working capital;
•  Advising a renowned global banking company in connection with a USD $76,000,000 loan that it will be providing to a Greek company that provides maritime services for the purpose of financing part of the acquisition cost of a ship from a large Romanian shipbuilding company (as builder);
•  Advising one of the largest financial services providers in Central and Eastern Europe London Branch in connection with the financing and acquisition of certain aircrafts;
• Advising a Corporate and Investment Banking arm of an international bank in connection with a USD 76,000,000 loan provided to a Liberian shipping company for the purposes of financing part of the acquisition cost of a 180,000 TDW bulk carrier from an important Romanian company building large container ships;
• Advised one of the leading institutions in private banking and asset management  on a EUR 400 million multi-jurisdictional financing to assist the 100% acquisition of the share capital and the assets comprising the global plastic closures business of a company;
• Acting for a global financial services corporation as a Debtor in Chapter 11 in the US in realization of different specific assets worldwide, including Romania;
• Advising one of the largest financial services providers in Central and Eastern Europe Vienna Branch in connection with the update of a EUR 20 million financing granted to a Romanian metal manufacturer, as a result of various shareholding changes and the entry as shareholder of an international financial institution;
• Advising one of the most important financial institutions in the world, based in Dublin, in connection with the preparation and negotiation of transaction documents relating to a EUR 75,000,000 term secured facility agreement to the leader in electricity production and the main supplier of technological services needed in the National Energy System in Romania. in order to assist it in its investment program;
• Assisting private equity firm investing in turnarounds and special situations across Central and Eastern Europe  in relation with a project consisting in the acquisition of certain secured receivables with a nominal value of EUR 170 million arising from credit facilities granted by a top Romanian Bank to several entities that are part of the largest group of companies in the Romanian beverage and food production market;

Debt and Equity Capital Markets

• Adivising on an USD 800 million joint high-yield bond issuance by a leading manufacturer in the beverage packaging industry in Central and Eastern Europe, Poland Branch and US Branch of it. The funds generated by the high-yield bonds are to be used for general corporate purposes (inclduing refianncing of certain existing debts) as well as for establishing a new manufacturing plant in US. The assistance involved advising on Romanian law aspects, drafting and reviewing disclosures in the offering memorandum, drafting corporate resolutions, and closing certificates, reviewing key documents for the deal, as well as in providing legal opinions to the banks. The client is a global manufacturer of aluminum cans, glass containers, and metal closures for the food and chemical industries, operating in 95 countries worldwide;
• Advising leading producer of Ice-Cold Merchandisers (ICM’s) globally and a leading supplier of high quality glass containers and complementary packaging products on the high yield bond offering of €260 million Senior Secured Notes due 2025 by its wholly owned subsidiary, Frigoinvest Holdings B.V., B.V. The notes are guaranteed on a senior basis by Frigoglass S.A.I.C. and certain of its subsidiaries;
• Advising a leading manufacturer in the beverage packaging industry in Central and Eastern Europe on a high yield bond offering of €250 million Senior UnSecured Notes due 2025. The notes are guaranteed on a senior basis by the parent company and certain of its subsidiaries;
• Advising a wholly owned subsidiary of one of the leading institutions in private banking and asset management, with strong expertise in investment banking and an UK bank with international operations in North America, South America, Asia and Africa, as initial purchasers in a high yield bond offering of €245 million Senior Secured Notes due 2019 by an international developing chemical group with a strong position on global markets;
• Advising the second largest manufacturer of sodium carbonate and sodium bicarbonate in the European Union, the largest manufacturer of evaporated salt in Poland, the largest supplier of sodium silicates in Europe, the largest Polish manufacturer of plant protection products, and a leading producer of polyurethane foams in Poland in relation to the refinancing of the existing financial indebtedness (high yield notes, term loans, revolving credit facilities, overdraft and letters of credit) and provide working capital financing;
• Successfully advising the largest producer and main supplier of natural gas in Romania in the initial public offering by the Romanian Ministry of Economy through the Romanian Department of Energy of 15% of company shares, admission to trading on the Bucharest Stock Exchange and the simultaneous listing of global depositary receipts with respect to such shares on the London Stock Exchange – the first Romanian privatization to include the issue of global depositary receipts to be traded on the LSE (€390 million);
• Advising an energy company from Romania in the proposed initial public offering of 12% of its shares and admission to trading on the Bucharest Stock Exchange;
• Advising the Romanian Ministry for Information Society on the privatization of an important Romanian telecommunications company either through an IPO or an M&A operation – one of the largest privatizations of a telecom operator in the region to date;
• Advising the Romanian State in connection with the issue of an EUR 1 billion Eurobonds (2010) and EUR 750 million Eurobonds (2008);
• Advising the leading producer of Ice-Cold Merchandisers (ICM’s) globally and a leading supplier of high quality glass containers and complementary packaging products  on the high yield bond offering of €250 million 8.25% Senior Notes due 2018 by its wholly owned subsidiary by the leading producer of Ice-Cold Merchandisers (ICM’s) globally and a leading supplier of high quality glass containers and complementary packaging products. The notes are guaranteed on a senior basis by the company in case and certain of its subsidiaries. Additionally, our lawyers advised its Romanian branch on its entry as guarantor into two new €25 million senior revolving credit facilities;
• Advising a British multinational asset management company on the setting-up of its asset management strategy, by Fondul Proprietatea, a Romanian fund with an estimated asset value of EUR 4 billion;
• Advising a large American financial services company on the establishment of a program for the issuance of Medium-Term Notes by the subsidiary of a leading Greek banking group (USD 7.5 billion);
• ¨ Advising ING Bank N.V., a banking group from the Netherlands with a global presence Amsterdam in connection with the structuring of and establishment of a cross-border trade receivables purchase program for a company with worldwide presence (EUR 100 million)
• Advising a leading global financial institution that delivers a broad range of financial services across investment banking, securities, investment management and consumer banking in connection with general Romanian capital markets rules regarding private placements, passporting requirements, disclosure requirements for issuers, and disclaimers to be included in offering documentation;

Financial Institutions and Regulatory

• Successfully advising an universal commercial bank, part of a large international banking group, in all stages of the acquisition of the share package held by the National Bank of Greece Group within Banca Românească S.A., a private bank, thus bank in case became the major shareholder of Banca Românească;
• Advising a foreign investment fund in relation to the acquisition and due-diligence process of a Romanian bank, covering regulatory, review of retail and corporate portfolio, employment and competition aspects;
• Advising in relation to the proposed acquisition and due-diligence process of BRCI, covering among others regulatory, review of retail and corporate portfolio, employment and competition aspects etc;
• Advising a well known high profile Romanian entrepreneur in the establishment of a financial investment services company (SSIF), including in connection with obtaining of its operating licence from the relevant Romanian regulatory authority as well as in designing of its rules of operation for its business post licencing obtaining;
•  Advising a banking group from the Netherlands with a global presence Romania branch in connection with regulatory issues regarding the implementation and provision of certain electronic financial services as well as general regulatory advice;
• Advising a multinational financial services corporation, and also one of the two major international payment card companies, from a regulatory perspective in relation to a range of specific payment services implying the use several types of payment instruments, such as credit and debit cards and e-wallets, and collaboration with a third party service provider;
• Assisting an American bank, the oldest financial institution in the world, a global leader in financial services offering solutions to the world’s most important corporations, governments and institutions with regard to the regulatory implications of cross-border payment services to be provided to EU based subsidiaries of a global company, including advice in relation to licensing requirements for payment institutions as well as the EU passport procedure;
• Providing extensive assistance to one of the top banking groups in the European Union, and the largest in Italy, with regard to regulatory implications of a potential joint venture with the Romanian Post in order to provide a full range of financial services leveraging on the nationwide network of postal offices;
•  Advising a world leader in financing solutions, cash management products and consulting services for local and international companies and institutions in connection with the mechanics of a structure available to those clients who are willing to centralize payments (to suppliers, employees, tax and social payments etc.) within the framework of their group through a “payment factory” in order to save costs and human resources, focusing on the impact of the payment institutions legal framework based on the EU Payment Services Directive 64/2007;
• Advising is a commercial bank member of an important international financial group, with central headquarters in Amsterdam in connection with the incorporation of certain companies, among others a non-financial institution (IFN) and drafting of standard contracts for the transfer of non-performing receivables and collection of bad debt;

Aquisition Financing

• Assisting a group of private equity funds in connection with a EUR 400 mil financing of a major gambling and betting company for the purposes of the acquisition of a no 1 gambling and betting company for the purposes of asisting the client in its global expansion. Our assistance included providing advice on the structure of the financing and guarantees set up by Romanian member companies of the client group, as well as advising on applicable relating legal provisions and licensing;
• Advising an European financial institution in connection with a EUR 70 million medium term, secured, bilateral loan to a major Romanian gaming company in order to assist the borrower in expanding its operations in Europe through either organic growth or acquisition of existing operations in gaming industr;
• Advising a Romanian chemical manufacturing company (as a borrower) in connection with a EUR 164 million credit facility from Euorpean financial institutions in order to assist it in taking over the assets of another chemical maufacturing plant as well as in connection with the refinancing of existing financing granted by local credit institutions for working capital purposes;
• Advising a well known Romanian owned agricultural business founded in 2004 in connection with a EUR 20 million refinancing and new working capital facility, the business main activities being production of cereals (all except rice), leguminous crops and oil seeds, having a strategic geographic location that provides trade opportunities both towards Europe (through Hungary-Austria) and towards the northern market (Russia-Ukraine),The company is a key player on the market of growing cereals and household crops, due to its large agricultural areas (approx. 3.000 ha) and trading capacity, trading more than 300.000 tons per year;
• Advising an American bank, the oldest financial institution in the world, a global leader in financial services offering solutions to the world’s most important corporations, governments and institutions in connection with the restructuring of a EUR 673,500,000 secured facility granted for the acquisition of a German based automotive sector company;
• Advising Libra Group, a privately held international conglomerate operating in a variety of industries, active across six continents with respect to the acquisition by the client of a non-performing loan from a Greek bank, immediately followed by its discharge and release of all security interests in consideration of a payment to be made by the borrower, using funds made available by a local bank under a new financing facility;
• Advising, of the most important financial groups in Romania, including universal bank operations, as well as profile companies in the market of leasing, private pensions and housing banks in connection with approximately EUR 13 million financing for an indirect acquisition of a Romanian company by a Dutch company;
• Advising a leading Greek bank in connection with the restructuring of a EUR 75 million financing by a leading Greek bank and a large and important Greek bank, expanded internationally of the acquisition by the largest bank in Europe in terms of capitalization of a local company operating a large retail park nearest Bucharest;
• Advising one of the most important financial groups in Romania, including universal bank operations, as well as profile companies in the market of leasing, private pensions and housing banks in connection with EUR 13,200,000 facility agreement for issuance of bank guarantees with respect to the indirect acquisition of a big romanian retail company;
• Advising a world leader in financing solutions, cash management products and consulting services for local and international companies and institutions in connection with a USD 42,000,000 loan that will be provided to the Borrower (a Liberian corporation) for the purpose of financing part of the acquisition cost of a ship from a large Romanian shipbuilding company (as builder);
• Advising a syndicate of senior and mezzanine lenders – in connection with financing the acquisition of an important Romanian pharmaceutical group;
• Advising a banking group from the Netherlands with a global presence Amsterdam Branch in connection with a secured long-term financing made available to the private equity fund Polish Enterprise Fund VI in order to assist it in the acquisition of a group of eight Romanian companies operating in the material construction sector (EUR 40 million);
•  Advising a leading provider of growth credit for mid- to lower mid-market companies in connection with the provision of mezzanine financing in relation to a complex acquisition of a pharmaceutical group in Romania;
• Advising a global financial services company on the proposed secured medium-term margin loan to an SPV designated to assist the acquisition of a block of shares traded on the Bucharest Stock Exchange issued by a large Romanian bank (EUR 50 million).