Banking & Finance

We have a holistic view of the Romanian banking and finance sector and this, together with our in-depth understanding and knowledge of all areas of finance, helps us to provide effective guidance and assistance when acting on behalf of our clients, both at a local and international level.

Overview


We provide legal assistance to, and act on behalf of, lenders as well as borrowers, and work on a local and international level. Our holistic approach and understanding of all areas of finance helps us to provide effective guidance on topics such as syndicated lending, leveraged and acquisition finance, asset financing, derivative products, project finance, financial regulation (bank contracts and operations) and structured financing, as well as insolvency and restructuring matters.

The firms’ financial services practice engages highly experienced and meticulous finance lawyers, which assures delivery of outstanding levels of service.

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

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, 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 un-tangle complex regulatory matters, ensuring our clients’ are in full compliance with all the applicable legal and regulatory rules and requirements. 

Our Relevant Experience

  • Advised ASIROM, member of Vienna Insurance Group, and one of the most important insurance companies on the Romanian market, on the acquisition of Aegon assets in Romania.
  • Advised European Investment Bank on EUR 104 million financing granted to the Maspex Group.
  • Advised Niro Investment Group, a fully privately owned Romanian group of companies with over 25 years of expertise in investments, development and asset management, on the completion of a financing amounting to EUR 24 million granted by Libra Bank.
  • Advised 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.
  • Advised 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.
  • Advised an important corporate and investment credit institution, established in France, on 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.
  • 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.
  • Advised a renowned Greek bank in relation to the restructuring and further enforcement of a more than EUR 50 million credit facility granted to several real estate investors in Romania.
  • Advised on matters of Romanian law in a multi-jurisdictional restructuring of more than EUR 200 million of debt of a Greek company.
  • Carried out the due diligence for one of the largest Romanian banks aimed at identifying potential risks regarding financing the acquisition of 200 apartments by a municipality.
  • Advised 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. 

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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

  • Advised a Greek bank in relation to the provision of 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.
  • Advised 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.
  • Advised the local branch of a Dutch bank in relation to credit facilities of EUR 40 million for the acquisition of a local manufacturer of construction materials by a private equity fund.
  • Advised the largest operator of fitness clubs in Romania in relation to credit facilities of EUR 4 million for the acquisition of a competitor.

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Corporate & Project Finance


Our banking and finance team has been involved in numerous high-profile projects, acting on behalf of borrowers as well as lenders, from the development of large residential projects, landmark office buildings and new industrial facilities to the provision of operating funds.

We gained extensive and valuable expertise during the surge in the Romanian real estate market and also witnessed the dip in global finance and real estate markets in recent years. We have assisted our clients every step of the way and through all the ups and the downs.  We are glad that a healthy and steady growth has returned to the global market and we are ready to take on any and all new opportunities with the exceptional professionalism and know-how we are renowned for.

Our Relevant Experience

 

  • Advised Niro Investment Group, a fully privately owned Romanian group of companies with over 25 years of expertise in investments, development and asset management, on the completion of a financing amounting to EUR 24 million granted by Libra Bank.
  • Advised an Austrian bank regarding the provision of credit facilities of up to EUR 70,000,000 to a leading company in the field of gambling and online betting – the first important funding granted to a company in this field.
  • Advised the local subsidiary of a major international IT service provider in relation to credit facilities of GBP 75,000,000 from a UK based group of lenders.
  • Advised an Austrian bank in relation to credit facilities in excess of EUR 22 million for the development of an aluminium plant in Western Romania.
  • Advised one of Romania’s largest banks in relation to credit facilities in excess of EUR 24 million for the development of state-of-the-art cold storage facilities.
  • Advised an Austrian bank in relation to credit facilities in excess of EUR 40 million for the development of a logistics park near Bucharest.
  • Advised an Austrian bank in relation to providing credit facilities in excess of EUR 35 million to a Romanian technology company.
  • Advised 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.
  • Advised a Greek bank in relation to providing EUR 8 million to a Romanian technology company for the refinancing of existing debt.
  • Advised an Indian bank in relation to providing credit facilities in excess of EUR 25 million to an engineering company that has a material subsidiary in Romania.
  • Drafted a full set of LMA based loan templates for the subsidiary of a Greek bank in Romania.
  • Advised one of the largest Romanian banks in relation to proposed credit facilities for the development of a large network of proximity shops.
  • Performed corporate, regulatory and property due diligence for one of the largest Romanian banks in relation to the planned financing of the development of six radiology/oncology medical clinics in Romania.

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Debt restructuring


Dealing with the finance arrangements of businesses in difficulty is a core strength of our finance team.

We have represented lenders and borrowers alike, and have been involved in the restructuring of more than a few credit arrangements of companies facing financial distress, helping many of them 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

  • Advised a Romanian bank, on the restructuring of credit facilities in excess of EUR 35 million granted to a real estate developer (including the associated corporate restructuring).
  • Restructuring a credit offer in excess of EUR 80 million for one of the largest residential developments in Bucharest.
  • Advised on matters of Romanian law in a multi-jurisdictional restructuring of more than EUR 200 million debt of a Greek company.
  • Advised the agent on the impact of the multi-jurisdictional restructuring of more than EUR 200 million of debt of an international group active in the manufacture of auto parts.
  • Advised a group of five French banks on the restructuring of credit facilities in excess of EUR 40 million to an industrial group with a material subsidiary in Romania.
  • Advised a Greek bank in relation to the restructuring of credit facilities in excess of EUR 300 million granted to a major Greek metallurgical group with a material subsidiary in Romania.
  • Advised a Greek bank in relation to the restructuring and further enforcement of credit facilities in excess of EUR 50 million granted to several real estate investors in Romania.

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NPL Portfolio Transactions


We have provided third-party investors and former owners of defunct businesses alike with 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

  • Advised on one of the largest acquisitions of corporate mortgage loans on the Romanian NPL market, worth hundreds of millions of EUR, followed by several third-party sales and settlements with former owners.
  • Advised a local bank on the transfer of a non-performing corporate loan portfolio to a Dubai based subsidiary.
  • Advised a Greek bank on the transfer of a non-performing corporate loan portfolio to an offshore subsidiary.
  • Advised the largest investment bank in the world with regard to the planned acquisition of a residential mortgage loan portfolio originating from the Romanian subsidiary of a Greek bank.
  • Advised an important investor from Luxembourg regarding the assignment of a large receivable, owned by a Romanian branch of a major Italian bank, against a legal entity under insolvency proceedings.

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Sovereign & Municipality related funding


We have been involved in several transactions involving sovereign or municipal funding.

 

Our Relevant Experience

  • Advised one of the largest Romanian banks on the due diligence report aiming to identify potential risks on the use of security for a financing arrangement in relation to receivables arising from a public contract (telecommunications infrastructure) granted to a private contractor by a municipality.
  • Advised one of the largest Romanian banks on the due diligence report aiming to identify potential risks in connection with the financing by a municipality of the acquisition of 200 apartments.
  • Advised a Greek bank on the due diligence report aiming to identify potential risks in relation to the use, as security for a financing arrangement, of bills to be issued by a public company owned by a Romanian municipality.
  • Advised one of the largest German banks on the assignment of more than EUR 80 million worth of receivables from credit facilities granted to several Romanian municipalities.
  • Advised one of the largest German banks regarding the law relating to transactions with Romanian government bonds.
  • Advised one of the largest Romanian telecommunication service providers on the due diligence report aiming to identify potential risks in financial documents regarding the financing and development of an underground telecommunications system by a private contractor for a Romanian municipality.

Key contacts

Banking law and regulation 


 

With the ever-growing regulation of the financial sector, we have acted as 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.

 

Our Relevant Experience

  • Performed in-depth due diligence on a Romanian subsidiary of a Greek bank and issuing a legal opinion on international medium-term notes worth In excess of EUR 7 billion.
  • Advised a Polish financial group on the establishment of a local non-banking financial institution.
  • Advised a well-known Italian bank in a highly demanding project aimed at setting up a joint venture with the national postal service provider to provide basic banking services to rural populations. Ultimately, this project was not implemented.
  • Advised a Romanian bank on the regulatory implications of transferring a portfolio of non-performing loans to an offshore SPV.
  • Periodically informed and updated a regional group in the Czech Republic on regulatory changes regarding payment and investment services.
  • Advised a major company on the Forex market regarding regulatory requirements applicable to Forex and Forex providers in Romania.

Key contacts

Insurance regulation  


The Romanian insurance market has been one of the fastest growing markets in the financial sector over the past 15 years. In 2017, it reached a total in excess of 2 billion euros in gross premiums, more than 60% of the value being intermediated by insurance brokers.  Life insurance has had an impressive growth rate of 21%, while in the non-life sector car insurance accounts for about 50% of total premiums. 

Our Relevant Experience

  • Advised ASIROM, member of Vienna Insurance Group, and one of the most important insurance companies on the Romanian market, on the acquisition of Aegon assets in Romania.
  • Advised an internationally renowned Swiss insurer on the cross-border provisions of non-admitted insurance.
  • Advised one of Romania’s top insurers on various commercial and regulatory issues, including a full review of several template agreements used by the company in its day-to-day activity.
  • Reviewed, and ensured compliance with, the internal regulations of one of the most prominent insurance brokers in Romania.
  • Advised one of the largest insurers in Romania to successfully challenge tender procedures conducted by a government institution.
  • Performed due diligence on a Romanian insurance company which was subsequently acquired by a well-known Italian insurance group.
  • Performed due diligence and drafted memoranda and reports for a significant number of Romanian and foreign companies regarding compliance with the Romanian insurance legal framework.
  • Provided legal assistance on various projects for the Romanian subsidiary of a leading French insurance broker, eg. drafting and revising templates of different agreements used in its business activity and advising on specific regulatory matters in front of the Romanian Financial Supervisory Authority.

Key contacts

Fintech 


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 witnessing the development of block-based financial platforms.

We are actively involved in setting up the first venture capital fund to develop and invest in technology start-ups, are regularly involved with payment institutions and issuers of e-money and have assisted with various tentative and successful projects in this new field.

Our Relevant Experience

  • Advised a major Swiss investor on the acquisition of the first e-money institution established in Romania and on various other regulatory banking matters in front of the National Bank of Romania.
  • The tentative establishment of an e-money issuer, a distributor of cross-border financial services, with an emphasis on parental control over the costs of school students.
  • Advised one of the largest international banks on local regulatory regime under the payment services directive.
  • Advised on a programme for the issue of employee cards for a US-based IT giant.
  • Advised one of the largest global credit card companies on the local regulatory regime under the payment services directive.
  • Advised GapMinder on a EUR 600k investment in FintechOS, an investment for financing the expansion of operations globally and the acceleration of the development of AI technologies.

Key contacts

Other Legal expertise