Banking and Finance

Our constant involvement in sophisticated and one-of-a-kind deals translates in best practices in the banking and finance sector, which our team has been developing in Romania. We complement this with the highest quality of services delivered to our clients and we are confident that these established our banking and finance practice as a market leader on the domestic market.

Over the past decades, the evolution of the domestic financial market has been prompted to a staggering number of regulatory changes. This context created opportunities for us to constantly act on complex and sensitive high profile transactions, with a substantial share of first-to-market and deals that have set benchmarks. Highlights of our most recent work include:

• in banking, where following the entry into force of the New Civil Code, we helped major banks navigate unexplored routes, providing assistance and training on adapting their standard documentation to comply and reflect the changes brought by this major legal act; we have also been involved in the implementation and application of the Romanian law transposing the EU Consumer Credit Directive
• in financing, be it corporate, assets or project finance, where we have been guiding both finance parties, sponsors and borrowers with interests across the entire range of industry sectors, with particular focus on energy, real estate, pharmaceuticals and healthcare, automotive, transportation, in transactions with an estimated value of over several billion EUR
• in financial restructuring and insolvency, where, given the current trends and dynamics of the sector, our increasingly prominent practice has been involved, during the past three years alone in over 20 noteworthy restructuring mandates, as well as non-performing loans trading engagements for an estimated overall value in excess of 4.5 billion EUR and over 100 insolvency files, including in and out-of court proceedings
• in public sector financing, where we advised the City of Bucharest in a 500 million EUR municipal bond issuance, the largest ever on the Romanian market

We have been assisting our clients throughout this fast-shifting legal environment, leading the market in this process and designing solutions that factor in, to the best extent possible, future developments.

Prominent international and domestic financial institutions as well as leading Romanian and international corporations use our services for a vast range of banking and finance areas, including:

• corporate finance, including bond issuance on regulated or non-regulated markets
• acquisition finance
• asset finance
• project finance
• structured finance
• public sector finance
• debt restructuring and insolvency
• sale and acquisition of individual non-performing loans (NPLs) or NPL portfolios
• regulatory and compliance
• financial institutions mergers and acquisitions and privatizations
• financial institutions operations and reorganisations
• banking litigation, including consumer credit disputes

General Banking

We help structure, negotiate and implement a wide range of facilities, acting on behalf of finance parties or of sponsors or borrowers, including public and private entities. We act on multi-jurisdictional transactions involving financing of group restructuring, corporate or acquisition financing or re-financing of existing debts, as well as in bilateral and syndicated lending, domestic or cross-border, also involving senior and mezzanine financing and liens. We also acquired substantial experience in financing through factoring, financing based on leasing or mortgage loans receivables and assignment of trade or loan receivables portfolios.

Highlights of our work in private sector related financing include representation of:

• a consortium of leading European banks and their Romanian subsidiaries in relation to a multi-purpose facility made available to a group of companies operating in the pharmaceutical field
• the lenders in connection with financing and security arrangements for an important group operating in the medical industry in various jurisdictions, including Romania
• the Romanian senior lender, a leading Romanian bank, in connection with the negotiation, structuring and implementation of mezzanine arrangements with regard to a Romanian group of companies active in the medical sector
• two leading Romanian banks on a complex syndication of facilities initially granted by one of the lenders to a prominent company operating in the food industry
• a large chemical manufacturer, in relation to a financing extended by a syndicate of financial institutions for corporate purposes and refinancing existing debt
• a leading global food company in connection with a secured overdraft revolving facility extended by a large Romanian bank to two Romanian subsidiaries of the group
• a global automotive company in a major financing related to its investment in Romania, including a facility granted by the European Investment Bank with sovereign guarantee of the Romanian State and the related Romanian security package
• a leading international logistics group of companies on all Romanian law aspects (including security arrangements) in relation to a multi-purpose financing
• a group of major credit institutions structuring a combined factoring and financing transaction for Romanian pharmaceutical companies covering receivables in the Romanian health sector
• the finance parties on Romanian law aspects in a multi-jurisdictional syndicated facility for the refinancing of an existing facility extended to a group of companies in the automotive safety textile sector undergoing restructuring

Examples of our work in public sector related financing include assistance to:

• a consortium of top Romanian banks in relation to the restructuring of a facility granted to a Romanian public authority
• a Belgium financial company in relation to a loan granted to the Romanian Government for projects to be implemented by the Ministry of Transportation for the development of rural areas and the implementation of water supply
• an international investment bank, as arranger of a loan facility granted to District 6 of Bucharest Municipality, a premiere in municipal lending syndication

Acquisition Finance

Our acquisition finance expertise includes assisting financial institutions and borrowers in financing acquisitions of businesses developed primarily in Romania, as well as acquisitions of groups of companies having subsidiaries in Romania.

Examples of our work in this field include our services to:

• a leading Romanian bank in connection with the financing of the acquisition of a leading food packaging producer
• a major investor in Romanian real estate in connection with the acquisition of two strategic developments in Bucharest, providing key input in relation to the structuring and negotiating of documentation required in connection with the existing debt of the target companies, as well as in relation to the structuring and negotiating of the mezzanine facility agreement granted in connection with financing the acquisition
• a major Romanian real estate investment company in connection with the financing of the acquisition of two companies owning class A office buildings situated in the north of Bucharest
• one of the leaders in the Central European gaming market in connection with the financing of the acquisition of three Romanian companies in the gaming industry
• the global alternative investment management business of a large German bank asset management division in relation to a significant multimillion € transaction concerning the forward purchase of two office buildings and two residential buildings located in the north area of Bucharest
• a European bank on Romanian law issues in connection with financing the acquisition of a label technology group
• the agents and the finance parties on the Romanian aspects of the financing granted in relation to the acquisition of a major group of companies in the plumbing and heating business
• the borrower in connection with a significant syndicated credit agreement for financing the acquisition of a Belgium-based group of companies

Project Finance and Real Estate Finance

When assisting on project finance transactions, our multi-disciplinary team provides an effective contribution thanks to the smooth and instrumental coordination across the law areas and industries called to pitch-in.

Financial institutions, investors, sponsors, and borrowers turn to us for the complete range of project finance matters that cover the major sectors in today’s landscape, including mining, oil and gas, real estate, energy and natural resources, pharmaceuticals and healthcare.

We have also provided constant advice to credit institutions in relation to the financing extended for the building works for large vessels constructed in Romania.

Our work includes advice and support to:

• a major Romanian bank on all aspects of project financing for a co-generation biogas plant in the western part of Romania
• a major Romanian bank on structuring and implementing the co-financing and re-financing of an important micro hydro power plant in the central part of Romania
• a major Portuguese trade center developer and its group in relation to the credit facility and the related security package for the construction and development of a top tier shopping center in Bucharest
• a large Greek bank and its Romanian subsidiary in financing two major real estate developers of a network of seven Class A multi-let logistics parks in six major cities of Romania
• finance parties or sponsors in financing some of the most significant real estate projects in Bucharest, including:
  • America House, located in Piata Victoriei
  • Bucharest Business Park
  • City Gate, located in Piata Presei Libere
  • Europe House
  • Olympia Tower, located on Decebal Boulevard
  • Opera Center Office Complex of Class “A” office buildings
  • renovation of the five star hotel Athenee Palace Hilton in Bucharest
  • the renovation, rehabilitation, and expansion of a hotel complex in Bucharest.
• the borrower, in relation to the refinancing of the renovation and refurbishment of the Bucharest five star Radissson Blu hotel

Regulatory and Compliance

When structuring their presence in Romania and the direct provision of their services on the domestic market, banking and non-banking financial institutions, as well as payment services providers and market infrastructure providers, rely on our expertise for the full range of regulatory legal and tax services specific to the sector. Complementing our expertise, our constant liaisons with regulatory and supervisory authorities translates into regulatory advice that is consistent, reliable, and fine-tuned to the current needs and future opportunities of our clients.

Highlights of our work include:

• assistance to top Romanian credit institutions in preparing new and friendlier concepts for the bank’s standard documentation intended for retail or corporate clients
• assistance to major Romanian banks on adapting their standard documentation to comply with and reflect the changes brought by Romania’s New Civil Code
• assistance to top Romanian credit institutions in relation to various aspects regarding the implementation and application of the Romanian law implementing the EU Consumer Credit Directive, including representation before the Romanian authorities and courts
• assistance to global financial services providers in the launch and implementation of new financial products and advice on regulatory aspects in the field of payment instruments, issuance of prepaid and virtual cards and mobile wallets, merchant acquiring, licensing and reporting requirements
• advising leading international payment institutions on the regulatory framework applicable to new financial products, payment services related aspects, consumer protection aspects and anti-money laundering aspects and review of the contractual documentation for providing payment services in Romania
• assistance to a leading provider of ATM and POS management services regarding implementation of new products and the regulatory framework applicable to agents of payment institutions, anti-money-laundering aspects and on outsourcing agreements with major Romanian banks

Debt Restructuring and Insolvency

A multi-disciplinary team of over 20 finance, litigation and tax lawyers and counselors delivers coordinated advice to investment management firms, asset management firms, private equity funds, consulting firms and debt collecting companies, banks and other financial institutions or corporations looking for alternatives for restructuring distressed debt for determining the possibilities of recovering it. We helps structure strategies and roll-out relevant proceedings, as the case may be.

We are called to act on:

• due diligence exercises
• recovery strategy (in and out-of-court proceedings)
• deal structuring and documentation drafting
• sales and acquisitions of individual non-performing loans (NPLs) or NPLs portfolios
• advice in banking, insolvency, enforcement and litigation matters

Regarding debt restructuring, our work includes our services, consultation, and support to:

• a leading Romanian bank on debt recovery options in a complex, large group exposure in excess of €50m, involving multiple levels of industry (production, distribution, etc.) with particularly sensitive features (risk of loss of value, business interruption)
• a leading Romanian bank in a complex restructuring mandate involving over €170m credit exposure for a conglomerate of companies with common interests operating in various industries in Romania and in sophisticated cross-collateral and cross-guarantee arrangements
• a major Romanian Bank with regard to the restructuring of a loan portfolio for a conglomerate of companies involved mainly in agribusiness and other related industries
• a major Romanian based-group of companies in the oil industry on the restructuring of the security packages for certain intra-group loan facilities of over € 1 billion
• an important European banking group and its local subsidiary concerning the restructuring of financing agreements and related security agreements concluded with a local real estate developer
• a major real estate group in connection with the negotiation and amendment of credit and security documentation concluded with a Romanian bank, for a significant portfolio of loans extended for the acquisition and/or development of real estate projects
• a leading East-Central European real estate developer, in the restructuring of the financing facility for the development of complex of residential buildings in northern Bucharest
• the real estate arm of a major investment group, in the restructuring of its real estate loans in Romania
• a major credit institution, in the restructuring of the financing of a residential project
• a foreign credit institution in various enforcement proceedings initiated by other creditors of the borrower and its group of companies against the borrower, the guarantors, and their assets

Sale and Acquisition of NPLs Portfolios

We have worked extensively on projects involving the entire spectrum of distressed debt in Romania. We have the ability to respond with the necessary skill and expertise to each engagement by promptly assembling multi-disciplinary teams that provide integrated assistance in large scale, multi-phased projects.

Our team members are highly specialized in their particular areas of law (banking, real estate, litigation, enforcement and insolvency, tax, data protection, consumer protection, regulatory requirements) and draw upon our law firm’s 25 years breadth of resources, expertise and knowledge.

The assistance provided by us includes:

• portfolio due diligence
• drafting and negotiating portfolio transfer documentation, including assistance, when necessary, in the bidding stage
• advice on loan restructuring
• advice in banking, data protection, insolvency, enforcement and litigation matters

Highlights of our recent work include:

• one of the main bidders with a legal due diligence in connection with a potential acquisition of  a portfolio of approx. €3.6b portfolio from one of the largest Romanian banks
• one of the main bidders with a legal due diligence regarding the potential acquisition of  a portfolio of approx. €450m portfolio from one of the largest Romanian banks
• a multinational investor on the legal due diligence in relation to the potential acquisition of  a portfolio of approx. €500m
• a Romanian bank in the feasibility analysis, portfolio due diligence, structuring, documentation drafting, negotiation and sale of a portfolio of NPL consumer loan receivables
• one of the major banks in preparing the standard documentation for the sale of various portfolios of NPL deriving from secured and non-secured loans granted to both corporate and retail clients, including impact analysis of the New Civil Code provisions
• a non-banking financial institution in the structuring, sale and negotiation of a portfolio of performing consumer loan receivables to a Romanian regulated entity
• a large foreign company specialized in debt collection in relation to the purchase of a portfolio of non-performing consumer loans assets from a Romanian bank

Financial Sector Mergers and Acquisitions

Our timely and substantial involvement in landmark mergers, acquisitions, and privatizations in the financial sector in Romania gives clients access to a rare blend of proven expertise and practical know-how that is instrumental to achieving the goals in these transactions.

We are among a highly selected group of advisors that have had the opportunity to contribute to rather unique transactions rolled out in this market; for example, we have advised on:

• the largest transaction involving financial institutions in the Central and Eastern Europe, in a € 3.6 billion deal regarding the sale of a majority interest in Romania’s largest state-owned credit institution to a leading Austrian financial group. Apart from this benchmark, our expertise in the sector includes the acquisition of an important local bank by a large financial institution based in Austria, marking its entry in this market, the sale of another Romanian bank to the Greek national financial institution and the privatization of a state-owned local bank
• transactions where relevant regulations did not yet exist in Romania, such as the cross-border merger process for a large international bank’s Irish and Romanian subsidiaries, which has been the first cross-border merger implemented in Romania and as a result of which the Romanian subsidiaries transferred all their assets and liabilities to the Irish one.
• most recently, we have advised on the cross-border merger and division transfers of the Romanian branch of an important multinational bank to its mother company, which required particular banking and regulatory overview.

For further details on our Firm’s merger and acquisition expertise, please visit the Corporate/M&A section.