Financial Services

The firm has a strong financial services practice with highly experienced and meticulous finance lawyers, which assures delivery of outstanding levels of service.

Overview


 

The firm has a strong financial services practice with highly experienced and meticulous finance lawyers, which assures delivery of outstanding levels of service.

We provide highly specialised advice on complex projects to lenders, borrowers, insurers and fintech companies alike, and we help financial institutions navigate the intricate regulatory framework that governs the financial services sector in Romania.

Our lawyers have direct experience of the explosive surge in the Romanian loan market driven by the fast-growing real estate sector and have assisted clients through several challenging years. With a now stabilised and re-invigorated financial market firmly in place, we are excited to be involved in this sector and in many promising new deals.

We have extensive experience in dealing with local and multi-jurisdictional projects, on both sides of the table. Our lawyers have assisted lenders and borrowers in the financing of landmark residential, commercial and industrial developments and have dealt with complex issues on acquisition finance, working side by side with our dynamic M&A team. When, for some companies in the market, projects took an unfortunate turn, our lawyers were there to assist with the sale of large NPL portfolios and help our clients by bringing new life to previously failed projects.

Our team has an in depth understanding of financial issues. This underpins our outstanding ability to untangle complex regulatory matters, ensuring our clients’ are in full compliance with all the applicable legal and regulatory rules and requirements. 

Our Relevant Experience
  • Advised European Investment Bank on EUR 104 million financing granted to the Maspex Group.
  • We assisted one of the leading banks in relation to the financing of one of the largest chemical manufacturing companies in Romania, as part of a financing transaction in the amount of EUR 124 million. The financing was for the acquisition of several asset bundles from an important Romanian competitor in the chemical manufacturing sector.
  • We assisted one of the leading service providers in the print services sector in Central and Eastern Europe, with respect to the refinancing of existing outstanding amounts, including interest, in relation to the credit facilities made available by a major Romanian credit institution to certain Romanian companies acting in the same print services sector.
  • We assisted an important corporate and investment credit institution, established in France, regarding the negotiation and registration formalities of the security established by a legal entity, acting as a member of a group of companies representing world leaders, in the supply of piping equipment for liquid transport.
  • We advised World Class Romania, the largest and leading operator of fitness clubs in Romania, in relation to credit facilities in the amount of EUR 4 million as part of the acquisition of another company operating in the same market.
  • We advised a renowned Greek bank in relation to the restructuring and further enforcement of a more than EUR 50 million credit facilities granted to several real estate investors in Romania.
  • We advised on matters of Romanian law in a multi-jurisdictional restructuring of more than EUR 200 million of debt of a Greek company.
    We carried out the due diligence for one of the largest Romanian banks aimed at identifying potential risks in relation to financing the acquisition of 200 apartments by a municipality.
  • We have assisted several insurance and reinsurance intermediaries and insurance companies in respect of regulatory matters regarding the new legal provisions for the implementation of the insurance distribution regulations, under the IDD Directive, within the legal framework of Romanian insurance.  

Key Contacts

Financial institutions advisory & regulatory


 

With the ever-growing regulation of the financial sector, we have acted as trusted advisers to established financial institutions on highly specialised issues, and have helped prospective and new businesses navigate the complex regulatory path to acquiring or establishing banks, e-money or insurers. We are at our client’s side from the earliest stages of market scrutiny to the final stages of meetings with regulators and the start of our clients’ business.

Key Contacts

Our Relevant Experience
  • Advised European Investment Bank on EUR 104 million financing granted to the Maspex Group
  • Advising Societe Generale through its service center subsidiary, Societe Generale European Business Services on the lease of 10,500 sq.m. in the third building of Skanska’s Campus 6 development.
  • Advising a Polish financial group in relation to setting up a local non-banking financial institution.
  • Advising a well-known Italian bank in a very demanding project aimed at setting up a joint venture with the Romanian national postal service to provide basic banking services to the rural population. Ultimately, this project was not implemented.
  • Advising a Romanian bank concerning the regulatory implications of transferring a portfolio of non-performing loans to an offshore SPV.

Lenders & Borrowers 


 

Project & Real Estate finance

The banking and finance team have been involved in numerous high-profile projects assisting both borrowers and lenders with the development of large residential projects, landmark office buildings and new industrial facilities, including the provision of on-going operating funds. We have significant experience, gained during the boom years of the Romanian real estate market.  We were also by our clients’ side when the global finance and real estate markets took a hit.

We are excited to see the return of steady and healthy growth in the market and we are looking forward to many new and exciting opportunities ahead.

Our Relevant Experience

  • Assisting in relation to the grant of finance of up to EUR 70,000,000 to a leading company in the field of gambling and online betting — the first important financing granted to a company in this field.
  • Assisting in relation to the grant of finance of EUR 20 million for the development of an aluminium plant in Western Romania.
  • Assisting in relation to the grant of finance of EUR 24 million for the development of state-of-the-art cold storage facilities. 

Acquisition Finance

We have a clear and in-depth understanding of the successful life cycle of a business and know that, from a certain point onwards, the founder’s exit may be just what a company needs to secure its growth and achieve a greater degree of sophistication.

We are skilled at guiding our clients, including international banks and investors, through the complex legal process required for the successful completion of a funded acquisition. The M&A market is predicted to grow rapidly and exits from several highly successful local and regional businesses are expected. At the opposite end of the market, the number of start-ups in Romania is also growing rapidly, and several business accelerators have many of these new start-ups in their sights for investment followed by high-profit margin exits.

Our Relevant Experience

  • We have advised in relation to a EUR 75M acquisition by an international institution of 50% of the shares in a local developer of commercial centres and shopping malls. 

Finance Restructuring

Having represented lenders and borrowers alike, we have been involved in the restructuring of more than a few credit arrangements of companies facing financial distress, helping many to avoid imminent default. When assisting in financial restructuring projects, we seek to find common ground between lenders and borrowers to remove the possibility of default and the resulting insolvency and, instead, find a mutually satisfactory resolution that avoids the pain that insolvency brings with it.

Our Relevant Experience

  • The restructuring of credit facilities of more than EUR 80 million for one of the largest residential developments in Bucharest.
  • The multi-jurisdictional restructuring of debt of more than EUR 200 million of a Greek company. 

Non-performing Loans

Our experience and involvement in the financial sector supports the premise that there is often still life after death.

We have provided third-party investors and former owners of defunct businesses with real opportunities to make profitable investments by reviving projects that would otherwise have become just another lost opportunity. We have the knowledge, creativity and energy to take on NPL projects and take them to a successful conclusion.

Our Relevant Experience

  • We have been involved in advising, structuring, negotiating and implementing one of the largest acquisitions of corporate mortgage loan portfolios in the Romanian NPL market, worth hundreds of millions of EUR, followed by several third-party sales and settlements with former owners.

Key Contacts

Companies seeking funding  


We assist local and global companies with their funding needs both for specific projects and for the needs of their everyday business in Romania.

We are truly a one-stop-shop for real estate developers, providing innovative state-of-the-art and comprehensive solutions, covering all the key aspects of funding a real estate project. Our experience and knowledge means we know exactly which issues to focus on during negotiations with financers. We deal with any projects involving performing or non-performing financing arrangements.

 

Key Contacts

Our Relevant Experience
  • Advising the local subsidiary of a major international IT service provider in relation to credit facilities of £75,000,000 provided by a UK based group of lenders.
  • Advising World Class Romania, the largest operator of fitness clubs in Romania, in relation to credit facilities of EUR 4 million for the acquisition of another company operating in the same market.
  • Advising on the multi-jurisdictional restructuring of debt of more than EUR 200 million of a Greek company.
  • Advising, structuring, negotiating and implementing one of the largest acquisitions of corporate mortgage loan portfolios in the Romanian NPL market, worth hundreds of millions of EUR, followed by several third-party sales and settlements with former owners.
  • Assisting an important investor from Luxemburg regarding the assignment of a large receivable owned by a Romanian branch of a major Italian bank against a legal entity under insolvency proceedings.
  • Performing due diligence for one of the largest Romanian telecommunication service providers to identifying any and all potential risks in connection with the finance documents regarding the financing and developing by a private contractor of an underground telecommunications system for a Romanian municipality.

 

Fintech companies


 

The presence of technology-enabled services on the Romanian market has increased dramatically, driving the constant growth of online sales and changing the way transactions have traditionally been concluded.  We are pleased to see this trend continuing, enhanced by the existence of Romania’s highly specialised IT&C resources.

We are currently seeing the development of blockchain-based financial platforms and we are actively involved in establishing the first venture capital fund for developing and investing in technology start-ups. We regularly advise payment institutions and issuers of e-money and have assisted with various tentative and successful projects in this new field.

 

Key Contacts

Our Relevant Experience
  • Advising a major Swiss investor on the acquisition of the first e-money institution established in Romania and with various other regulatory banking matters in front of the National Bank of Romania.
  • Assisting in relation to the tentative set-up of an e-money issuer and distributor of cross-border financial services, with an emphasis on parental control over school student expenses.
  • Advising one of the largest international banks regarding the local regulatory regime under the payment services directive.
  • Advising on a programme for the issue of employee cards for a US-based IT giant.
  • Advising one of the largest global credit card issuers regarding the local regulatory regime under the payment services directive.

 

Insurance Companies


 

The Romanian insurance market has had one of the most accelerated growth rates in the financial sector over the past 15 years, reaching a total gross premium value of more than EUR 2 billion in 2017, with more than 60% of the value being intermediated by insurance brokers. 

Our experienced lawyers have assisted several insurance companies and insurance intermediaries with an extensive range of legal services, including regulatory, authorisation and permit matters, representation in front of the public supervisory authority, as well as several other insurance related matters.

Our in-depth knowledge of the insurance market results from extensive experience and ensures our clients have swift access to expertise and knowledge, not only at a local level but also across other practice areas and jurisdictions.

Our clients include top insurers and brokers who are often some of the most important companies in the region. 

 

Key Contacts

Our Relevant Experience
  • Providing legal assistance and representation to a leading insurance company before the relevant authorities, including the Romanian Financial Supervisory Authority in relation to corporate changes and obtaining the required approvals.
  • Assisting a well-known European insurance and re-insurance company with several regulatory matters in connection with the Romanian insurance and reinsurance market.
  • Advising an internationally renowned Swiss insurer regarding a cross-border provision of non-admitted insurance.
  • Assisting one of Romania’s top insurers with various commercial and regulatory matters, including a full review of several template agreements used by the company in its every day activity.
  • Reviewing and ensuring a prominent Romanian insurance brokers compliance with internal regulations.
  • Assisting one of the largest insurers in Romania to successfully challenge tender procedures carried out by a government institution.
  • Performing due diligence on a Romanian insurance company which was subsequently acquired by a well-known Italian insurance group.
  • Performing due diligence and drafting memoranda and reports for a significant number of Romanian and foreign companies in relation to their compliance with the Romanian insurance legal framework.
  • Providing legal assistance on various projects for the Romanian subsidiary of a leading insurance broker based in France, including drafting and revising templates of various agreements used in its business activity and advising in relation to specific regulatory matters in front of the Romanian Financial Supervisory Authority.

 

Non-banking financial institutions


 

Non-banking financial institutions (commonly referred to as “IFN”s) are the result of an innovative approach of the Romanian legislators more than 10 years ago to allow non-banks to carry out credit and leasing activities just like banks, but under a more relaxed regulatory framework.  The only restriction being their inability to take deposits from the public. With hundreds now registered in the central bank’s registries, IFNs are a success story in Romania.

Key Contacts

Our Relevant Experience
  • Advising a Polish financial group with the set up of a local non-banking financial institution.
  • Advising about a programme for the issue of employee cards for a US-based IT giant.

 

Banks


 

We often act as trusted advisers to Romanian and foreign banks alike on intricate regulatory matters.  We are experienced in implementing high value, high complexity financing structures both locally and in multi-jurisdictionally.

Key Contacts

Our Relevant Experience
  • Advising Societe Generale through its service center subsidiary, Societe Generale European Business Services on the lease of 10,500 sq.m. in the third building of Skanska’s Campus 6 development.
  • Advising an Austrian bank in relation to granting credit facilities of up to EUR 70,000,000 to a leading company in the field of gambling and online betting — the first important financing granted to a company in this field.
    Advising an Austrian bank in relation to credit facilities of more than EUR 22 million for the development of an aluminium plant in Western Romania.
  • Advising one of Romania’s largest banks in relation to credit facilities of more than EUR 24 million for the development of state of the art cold storage facilities.
  • Advising an Austrian bank in relation to credit facilities of more than EUR 40 million for the development of a logistics park near Bucharest.
  • Advising an Austrian bank in relation to credit facilities of more than EUR 35 million to a Romanian technology company.
  • Advising one of Romania’s largest banks in relation to credit facilities of EUR 5.7 million for the development of a wind farm in Romania.
  • Advising a Greek bank in relation to granting EUR 8 million to a Romanian technology company for refinancing existing debt.
  • Advising an Indian bank in relation to granting credit facilities of more than EUR 25 million to an engineering company having a material subsidiary in Romania.
  • Drafting for our client, the subsidiary of a Greek bank in Romania, a full set of LMA based loan templates.
  • Advising one of largest Romanian banks in relation to proposed credit facilities for the development of a large network of proximity shops.
  • Performing corporate, regulatory and property due diligence for one of the largest Romanian banks in relation to the intended financing of the development of six radiology/oncology medical clinics in Romania.
  • Advising a Greek bank in relation to credit facilities of EUR 75 million for the acquisition by an international institution of 50% of the shares in a local developer of commercial centres and shopping malls.
  • Advising the local subsidiary of a Greek bank in relation to credit facilities of EUR 4 million for the partial financing of the acquisition of a local printing business by our client, a major international company in the print market.
  • Advising the local branch of a Dutch bank in relation to credit facilities of EUR 40 for the acquisition of a local manufacturer of construction materials by a private equity fund.
  • Advising the lender, a Romanian bank, on the restructuring of credit facilities of more than EUR 35 million granted to a real estate developer (including corporate restructuring).
  • Restructuring the credit offering of more than EUR 80 million for one of the largest residential developments in Bucharest.
  • Advising on the Romanian law implications of a multi-jurisdictional restructuring of more than EUR 200 million debt of an international group active in the field of manufacturing auto parts.
  • Advising a group of five French banks on the restructuring of credit facilities of more than EUR 40 million granted to an industrial group with a material subsidiary in Romania.
  • Advising a Greek bank in relation to the restructuring of credit facilities of more than EUR 300 million granted to a major Greek metallurgical group with a material subsidiary in Romania.
  • Advising a reputed Greek bank in relation to the restructuring and further enforcement of credit facilities of more than EUR 50 million granted to several real estate investors in Romania.
  • Advising a local bank on the transfer of a non-performing corporate loans portfolio to a Dubai based subsidiary.
  • Advising on one of the largest due diligence exercises for one of the largest Romanian banks to identifying any and all potential risks in relation to the use, as security for a financing arrangement, of receivables arising from a public contract (telecommunications infrastructure) granted to a private contractor by a municipality.
  • Advising investment banks worldwide on the envisaged acquisition of a residential mortgage loans portfolio (regular and ‘First Home’ programme mortgage loans) originated by the Romanian subsidiary of a Greek bank.
  • Performing due diligence for one of the largest Romanian banks to identifying any and all potential risks in relation to the financing of the acquisition by a municipality of 200 apartments.
  • Performing due diligence for a Greek bank to identifying any and all potential risks in relation to the use, as security for a financing arrangement, of promissory notes to be issued by a public company owned by a Romanian municipality.
  • Assisting one of largest German banks regarding the assignment of receivables worth more than EUR 80 million arising from credit facilities granted to several Romanian municipalities.
  • Advising one of largest German banks in relation to the legal regime applicable to transactions with Romanian state bonds.
  • Performing in-depth due diligence on the Romanian subsidiary of a Greek bank and issuing a legal opinion in respect of an offering of more than EUR 7 billion international medium-term notes.
  • Advising a well-known Italian bank in a very demanding project aiming at setting up a joint venture with the Romanian national postal service to provide basic banking services to the rural population. Ultimately the project was unsuccessful.
  • Advising a Romanian bank concerning the regulatory implications of transferring a portfolio of non-performing loans to an offshore SPV.
  • Assisting a well-known UK security and investment banking firm in connection with establishing the legal grounds for the performance of certain investment services and activities on behalf of its clients on the Romanian stock exchange.

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