Bulboaca & Asociatii > Bucharest, Romania > Firm Profile

Bulboaca & Asociatii > Firm Profile

Firm overview: Bulboaca & Asociatii SPARL is predominantly a corporate M&A and finance and restructuring legal powerhouse with investment banking type of mentality and approach. Established as a following of a spin-off of the Bucharest office of a company Magic Circle, Bulboacă şi Asociaţii has one of the strongest brands on the Romanian law market, with preponderant experience in financing and restructuring, mergers and acquisitions , insolvencies and litigation and labor law, since 1st January 2007. We are involved in some of the most sensible and demanding transactions or matters, very often quite difficult to close or to solve, whereby a staggering, passionate and a determined approach, alongside with the specific legal and business acumen plays a fundamental role. We counsel financial institutions, funds, companies, their senior management or shareholders with respect to situations that are critical. When our clients are facing a major challenge, that is beyond the usual thinking or unsolvable, our experience evidences that also in such situations there are real chances to make a deal or to solve a matter.

Our distinctive philosophy is reflected in the way we are organised We keep a ratio of associates to partners that is well below that of other law firms in Romania. We are focused on transactions or matters that require the involvement of the long tested sophisticated experience of our partners.  In order to ensure the high quality of the legal advice act, we are selectively involved in transactions or cases, thus allowing a particular system of rewarding the company’s lawyers. We work in teams that involve expertise from all relevant areas of law. Our selection, promotion and reward system is primarily focused on talented and persevering lawyers, also interested in the business process, that supports our clients in solving their sensible and critical needs.

This is Bulboacă & Asociații:
Managing partner: 1
Partners: 3
Number of lawyers: 15

Main practice areas:

• Corporate/M&A
• Financing and restructuring
• Real estate
• Litigation
• Labour

Banking and finance: Our banking and finance practice has extensive experience in advising banks and other financial institutions, companies and governments on a variety of complex domestic and international bank financing transactions, whether as borrowers, lenders, issuers, guarantors etc.

Our team has been involved in some of the largest and most complex syndicated or bilateral financing transactions in Romania, secured and unsecured and thus is very well-versed in working with reputed global investment banks, commercial banks, credit insurance agencies, law firms and in drafting and negotiating internationally standardised documentation specific to transactions of this nature.

Highlights:

• 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 40m of an existing syndicated loan up to a total of RON 636m (approx. EUR 125m), granted to the largest agrobusiness 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;
• Advising an important company producing cables and electrical conductors in Romania in negotiation of and subsequent closing of a EUR 23m 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;
• Advising a private equity real estate fund business focused on Central and South Eastern European connection with a EUR 60,500,000 financing of an office building park;
• 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 US$76,000,000 loan that it will be providing to a Greek company that provides maritime services for the purpose of financing part of the acquisition cost of a ship from a large Romanian shipbuilding company (as builder);
• Advising one of the largest financial services providers in Central and Eastern Europe London Branch in connection with the financing and acquisition of certain aircrafts;
• Advising a corporate and investment banking arm of an international bank in connection with a US$ 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 400m multi-jurisdictional financing to assist the 100% acquisition of the share capital and the assets comprising the global plastic closures business of a company;
• 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 170m 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;
• Advising on an US$ 800m 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 (including refinancing 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 €260m 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 €250m 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 €245m Senior Secured Notes due 2019 by an international developing chemical group with a strong position on global markets;
• 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 (€390m);
• Advising the Romanian State in connection with the issue of an EUR 1bn Eurobonds (2010) and EUR 750m Eurobonds (2008);
• Advising 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 100m);
• 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;
• 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;
• Assisting a group of private equity funds in connection with a EUR 400m 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 assisting 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 70m 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 industry;
• Advising a Romanian chemical manufacturing company (as a borrower) in connection with a EUR 164m 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 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;
• Pensions and housing banks in connection with approximately EUR 13m 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 75m 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;

Mergers and acquisitions: Our lawyers have been involved in an extensive array of mergers and acquisitions and therefore have in-depth experience and local legal knowledge which has enabled them to play a significant role in the M&A market in Romania.

B&A lawyers have been involved in some of the hottest privatization transactions in Romania. They have extensive expertise in energy companies, banks and financial institutions, and also in advising on licence requirements and regulatory compliance.

Highlights:

• Advising the largest producer of natural gas in Romania in the successful initial public offering by the Romanian Ministry of Economy through the Romanian Department of Energy of 15% of the largest producer of natural gas in Romania shares, admission to trading on the Bucharest Stock Exchange and the simultaneous listing of global depositary receipts with respect to such shares on  the first Romanian privatization to include the issue of global depositary receipts to be traded on it (€390m);
• Advising one of the most reputable financial banking companies, part of an international banking group, on the acquisition of the share package held by the banking Greek group within a large Romanian banking institution.  As a result of the transaction, that banking and financial company becomes the majority shareholder of the Romanian banking institution, holding 99.28% of its share capital. Also, the transaction is listed as one of the top 5 biggest transactions for the second quarter of 2019, as per an analysis made by relevant experts for the Romanian market;
• Advising  the largest Romanian chemical manufacturing company in connection with the EUR 127m acquisition of assets from state owned company called Oltchim S.A, including relating procedures before the Romanian Supreme Defense Council (CSAT);
• Advising the largest Romanian online betting company, in connection with a EUR 175m disposal of 15% equity to a well-known US private equity fund. Also, the transaction is listed as one of the top 5 biggest transactions for the second quarter of 2019, as per an analysis made by relevant experts for the Romanian market;
• Advising the largest Romanian medicine exporting company in connection with the acquisition of a large chain of Romanian pharmacies;
• Assisting a Romanian capital market investor being a minority shareholder in a Romanian pharmaceutical listed company in the sale of with approx. 25% share with observance of complex Romanian capital markets rules;
• Assisting a high profile well known Romanian business man in setting up and its authorizing by the relevant Romanian regulatory authority (ASF) of an insurance company that would operate in the non-life sector in Romania (RCA, CASCO);
• Advising an important leader and innovator in the design, engineering and manufacturing of intelligent fluid-flow equipment in the acquisition of a Romanian company controlled by the German company which is one of the leading manufacturers in the electric actuators and valve gearboxes industry;
• Assisting a company specialized in the wholesale of chemical products, in relation to the sale of 75% of its share capital to a part of a French industrial Group specializing in the integration and development of human-sized businesses;
• Advising a private Moroccan group occupying a privileged position among the major players in the Moroccan economic scene, in connection with its investment in a French company owning schools in Africa and Europe;
• Advising an important industrial company that focuses on future key technologies in connection with the exit from the Romanian subsidiary of it of the private equity fund CEG IV and the entry of EBRD as shareholder;
• Advising the Romanian society from one of the largest companies in Central and Eastern Europe, in the segment of juices, nectars and soft drinks in connection with the acquisition by one of the biggest companies in the food products segment in Central and Eastern Europe of the control over a part of the activity of a major bakery producer, by purchasing the assets and the corresponding business afferent to the salty and sweet biscuits and packed cookies;
• Advising a large company asset on management service sin connection with an equity and debt investment a UK holding company of healthcare business, supplying products and services to hospitals in Italy, Romania and Turkey in order to assist it in the making of certain tactical acquisitions of similar companies in Eastern Europe;
• Advising an institution from the central administration of Romania in connection with the second phase of privatization of a large telecommunications Romanian company;
• Advising in connection with the joint-venture between a multinational Portuguese industrial group.  and an important Dutch company in agribusiness in the context of the acquisition of the share capital of their subsidiaries in Romania and of the subsequent development of a joint business platform (EUR 100m).

Energy and natural resources: Our energy and natural resources practice has extensive experience in acting for both international investors and local developers, as well as for financial institutions, in various types of projects (M&A, project financing, EPC contracts and projects, PPP, arbitration, regulatory).

With a team involved in some of the most complex transactions on the Romanian energy and natural resources market, our firm’s energy practice covers both conventional energy projects and clients (oil companies, electricity suppliers) and renewable energy projects (wind, solar hydro, biomass and co-generation etc.)

Highlights:

• Advising in connection with the proposed acquisition of three wind farm projects developed byan investment fund in the field of renewable energies, operating in Central Europe. with a total installed power of 600 MW, the largest transaction in the Romanian wind farms sector to date;
• Advising an Irish wind developer in the development process of a wind farm and acquisition of a project company with a 400 MW wind project pipeline in Schitul Duca, Iasi county;
• Advising Astropoint Ltd in relation to the share transfer of the majority stake in the project company developing a 232 MW wind project in Dobrogea area, one of the largest wind projects on the market;
• Advising ImWind Immobilien-Windkraft Verwaltungs-und Beteiligungs GmbHin connection with the proposed joint-venture for the development of up to 100 MW wind projects in Dobrogea area with a well-established Romanian wind farm developer;
• Advising one of the largest independent Austrian wind farm operators in relation to the competitive bid process for the sale of the project company developing a 84 MW wind project in Western Romania: seller’s due diligence, data room, drafting and negotiating transaction documents;
• Assisting a leading US private equity investor, in the prospective acquisition of a stake in a 300 MW wind project in Eastern Romania with respect to regulatory issues.