SAMPLE TRANSACTIONS LIST
A) While with Dorina Dumitrescu Law office
• facility made available for the construction and development of a shopping mall in Timisoara having a total investment cost EUR 75 million (context: delays in the completion of the property, poor work progress, certain negative aspects related to the quality of work performed up to date, concerns raised in relation to tenants); analysed the transaction documents in order to assess the possibility for the bank to stop further drawdowns under the facility and to achieve the perfection of the mortgage on the shopping mall; device of an action plan for the bank in preparation of its negotiation with the borrower and further advice re perfection of the mortgage, constructor’s privilege over the building, challenge between the bank and the constructor, bank’s position in bankruptcy. Confidential.
• restructuring of the group whereby an international bank present in Romania was supposed to acquire and integrate the brokerage activities and the investment banking business currently carried out through separate entities. Corporate and regulatory advice. Confidential.
• advised ABN AMRO Bank (Romania) SA and Raiffeissen Bank on corporate maintenance, regulatory issues, credit structuring and restructuring, collateralisation, creditors ranking, bankruptcy issues, various banking products, compliance and regulatory issues for business lending transactions.
• risk participation agreement entered into between a major foreign bank and its Romanian subsidiary. Drafted memo on specific questions (e.g. rights of each bank against the relevant borrower upon default, legal ground for the recourse in each case, security and bankruptcy issues) and identifying other possible legal instruments to improve the Romanian bank’s position derived from the nature of agreement caught up in the risk participation agreement. Confidential.
• presentations to several market leading banks (e.g. Unicredit, Raiffeisen, MKB Romexterra) on the available legal routes for a bank once a loan gets into trouble: foreclosure, bankruptcy and loan restructuring issues.
• acquisition of a Romanian company – real estate developer by a major investment fund. Representing the buyer. Confidential.
B) While with Wolf Theiss
• part of the team advising Bank of Austria Creditanstalt in respect to (i) the acquisition of a majority stake in Banca Comerciala Ion Tiriac and (ii) the merger between Banca Comerciala Ion Tiriac and HVB Bank Romania and (iii) the merger between HVB Bank Romania and Unicredit.
• advised Raiffeisen Zentralbank Oesterreich AG in connection with the financing of state owned SNTF CFR Marfa S.A.’s EUR 225m Eurobond refinancing.
• advised Swan Property SRL in connection with a EUR 129.65 million loan facility for a large real estate project.
• advised Bank Austria Creditanstalt in connection with a multinational syndicated facility for ALRO, one of the largest Romanian aluminum producers; the transaction was valued at US$ 250 million.
• advised an Austria-based bank on a multinational syndicated loan with respect to a EUR 110 million refinancing for a world leading hotel operator. Confidential.
• advised Erste Bank in connection with certain exchange offers to employee shareholders of Banca Comerciala Romana S.A (Romania).
• advised a large Austrian bank in relation to the transfer of its Romanian subsidiary’s retail portfolio to a non-banking institution. Confidential.
• advised a leading German pharmaceutical wholesaler and logistics company, on the acquisition of a controlling stake in Farmexpert DCI S.A., the third largest pharmaceutical logistics firm in Romania. Confidential.
• advised several market leading banks in relation to the mortgage law, consumer credit issues and consumer protection regulations.
A) While with Dumitrescu & Lina SCPA
• standard banking documentation of ABN AMRO Bank (Romania) SA, Raiffeisen Bank SA and Banca Transilvania SA (drafted the general banking conditions, the loan and security documentation, contracts for specific products).
• loan agreements or syndicated facilities in 12 projects totaling in excess of $350m in 2002 alone; work included advice to a number of international banks and export credit agencies on applicable legal framework, due diligence, drafting and reviewing loan agreements and security agreements from a Romanian law perspective, liaising with various state and government authorities, assisting in obtaining various consents and approvals and in making such registrations and filings as required under the Romanian law, including for the valid perfection of securities.
• restructuring (by way of amendment, reinstatement or granting of new securities) of the security package (mortgages, pledges on shares, floating charge, pledge on dividends, pledge on accounts) further to the re-financing by GE Capital and of its affiliates of a loan originally granted by EBRD and Overseas Private Investment Corporation for one of the largest Romanian chemical manufacturing company; work included corporate check on borrower and guarantors, revision of security documents, registration of securities as required by the Romanian law, advice on priority rank issues, bankruptcy issues, etc..
• loan facility made available to Portland Romania (a real estate developer) by Raiffeisen Zentralbank Osterreich; work included revision of the loan agreement and security package, registration of the collaterals, legal opinion for the benefit of the lender in respect of corporate authorities and title over shares.
• financing of a co-generation power plant rehabilitation in Romania; acted as Romanian counsel for Itochu Corporation (as leader of a multinational consortium) and provided advice on all Romanian law aspects that could impact on the rights and obligations arising under the consortium agreement, the commercial and loan agreements, on structuring the flow of the facility proceeds, on currency control and tax issues.
• syndicated facility of USD 28m with sovereign guarantee granted by a consortium of banks led by EFIBANCA and HVB for a transport infrastructure project; work included review of the project and finance documentation, corporate due diligence in respect of the borrower, due diligence in respect of satisfaction of conditions precedent and legal opinion.
• syndicated facility of USD 50m granted by a consortium of banks led by CSFB to a Hungarian company for the purpose of acquiring and developing production capacities in the CEE; work included advice to ABN AMRO Bank (as co-lender and collateral agent) in relation to structuring of the collateral package on the assets and receivables of the borrower and the affiliates of the borrower in Romania.
• loan of USD 17m granted by Raiffeisen Bank SA to the national power distributor for the implementation at the level of its eight independent subsidiaries of an integrated IT system, secured inter alia with part of the cash flow of the subsidiaries and of the borrower; work included drafting the loan agreement and security package, drafting of the documentation regarding the collection accounts structure, corporate due diligence in relation to the borrowers, the guarantors, and some of the assigned debtors.
• advised EBRD (as subcontractor of a reputable English law firm) on the acquisition of its stake in Banca Transilvania SA.
• acted on behalf of a number of debt and equity investors in relation to their capital injection in domestic companies, from the preparation and due diligence phase to the negotiation and structuring of the transaction and drafting of the necessary documentation.
• routinely advised and represented owners, developers, purchasers and sellers, landlords, tenants, contractors in connection with all types of real property; work included title examinations and searches, identification of any potential defects in the chain of title, deed preparation, advice on planning and environment issues, obtaining various permits, approval, authorizations, registrations with the Real Estate Book, insurance, preparing and negotiating lease agreements.
Real estate mandates included:
o represented and advised a real estate developer in connection with the building and operating two office buildings in Bucharest;
o acted for a number of corporate clients (ABN AMRO Bank, Raiffeisen Bank, Itochu Corporation) in relation to renting or acquiring office or retail premises in various locations in Romania and related construction work.
B) While in-house lawyer of ABN AMRO Bank (Romania) SA
• syndicated loan facility of USD 295m arranged by a group of banks led by EBRD and ABN AMRO NV, as well as an unsecured working capital facility, granted to Mobifon SA, the leading GSM operator in Romania at the time; the loan proceeds were used by Mobifon to complete construction of its GSM network and to fund its working capital needs; work included revision and negotiation of the project documentation, liaison with Mobifon’s outside counsel in structuring the security package, provided legal opinion on the transaction.
• limited recourse project financing of a USD 14m granted to a client to construct a wood-processing factory in Romania; work included assistance in drafting and reviewing the term sheet and the financing documents, review of the construction contract, assist in the negotiations contract and limited due diligence. Confidential.
• project account agreement entered into between ABN AMRO Bank (Romania) SA as Account Bank and EBRD and a Romanian real-estate developer in connection to a loan made available for the construction and operation of an industrial park.
• advised ABN AMRO Bank in relation to its ISDA Master Agreements and derivatives.
• performed due diligence on the contemplated acquisition of shares by ABN AMRO Bank in a Romanian private owned bank.
C) While in-house lawyer of Eximbank of Romania
• loan for the acquisition, renovation and restructuring of Athenee Palace Hilton in Bucharest and the construction of Mara Hotel (Holliday Inn); work included providing legal support to the investment appraisal team in connection thereof.
• advised on various lending and guarantees operations.