Clifford Chance Badea remains a market leader for Romanian debt and capital markets work. The firm regularly advises underwriters and issuers on the full gamut of transactional and regulatory capital markets issues, including high yield bonds, EMTN programmes, green bonds, soverign eurobonds, and equity listings. Madalina Rachieru leads the team with strong input from experienced managing partner Daniel Badea , and the up-and-coming partner Radu Ropota.
Capital markets in Romania
- Advised Citibank, ING Bank and Unicredit Bank in relation to the launch and listing on the Irish Stock Exchange of a €850m bond issue guaranteed by Digi Communications NV and the Spain and Hungary subsidiaries of RCS&RDS.
- Advised NEPI on the implementation of the €1.5bn Guaranteed Euro Medium Term Programme guaranteed by NEPI Rockcastle plc.
- Advised the investment banks in relation to the €300m bonds issue of UniCredit Leasing Corporation IFN S.A., listed on the Luxembourg Stock Exchange.
CMS is a top player in Romania's debt and equity capital markets space, thanks in part to the experience of Cristina Reichmann, one of the country's leading securities' lawyers. Clients include leading banks, funds, asset-managers, as well as high profile corporate issuers. The firm's ability to handle cross-border deals, particularly within central and eastern Europe, is a key differentiator. Recently the firm has been actively advising issuers on Romania's first security token offerings.
TMK Europe GmbH SPO
Advent International Corporation
Raiffeisen Bank S.A.
European Fund for Southeast Europe
- Assisting the majority selling shareholder of TMK Artrom S.A. in a major secondary public offering with cross-border elements.
- Assisting Zentiva S.A., the Romanian subsidiary of Zentiva Group (part of Advent International Corporation group), in relation to launching and conducting a mandatory takeover bid with respect to the shares still owned by other shareholders than Zentiva Group.
Filip & Company has a dynamic and versatile practice that is popular with underwriters, issuers and foreign law firms. The team, which is led by the highly regarded Alexandru Bîrsan, is often found on the largest debt and equity listings the market has to offer, and is a top choice for domestic support on cross-border mandates. The expertise includes major sovereign bond offerings, private placings, and regulatory advice, often working with industry bodies on legislative developments and reforms.
‘Alex Birsan is technically very able but also extremely commercial and understands how international clients (particularly banks) operate. His Magic Circle background makes a big difference. He knows his market really well – where the opportunities are but also the practical challenges that may emerge given the parties involved.’
Raiffeisen Bank S.A.
Romanian Ministry of Public Finance
Digi Communications N.V.
RCS & RDS S.A.
International Investment Bank
Bucharest Stock Exchange
BT Capital Partners S.A.
Fondul Proprietatea S.A.
Societatea Energetica Electrica S.A.
af Jochnick family
- Advised RCS&RDS S.A. and Digi Communications N.V. as issuers of two series of senior secured bonds worth €850m, which was one of the largest bond issues by a Romanian issuer.
- Advised the Romanian Ministry of Public Finance on the continuous update of its €41 billion EMTN programme and the carrying out of various trades based on the programme, including over €6bn of new Eurobond issues in the first half of 2020.
- Advised International Investment Bank (IIB) on a RON 500m bond issue on the Bucharest Stock Exchange.
RTPR | Radu Taracila Padurari Retevoescu SCA is one of the top choices for underwriters and issuers on domestic and cross-border equity and debt listings. The team has good expertise of mortgage bonds issue programmes, while on the equity side it regularly acts on privatisations and dual listings on the Bucharest and London Stock Exchanges. The firm is no longer formally part of the Allen & Overy network, but its key lawyers Mihai Ristici, managing partner Costin Tărăcilă and Victor Pădurari, have a huge amount of international experience under their belts.
Mihai Ristici; Costin Taracila; Victor Padurari
‘RTPR team is one of our first choices when seeking ECM advice in Romania. The team is very experienced and understands our business well, which makes a very good match for us. ’
‘Mihai Ristici is a very skilled lawyer, highly experienced in transactional work, with client minded approach and easy-going in contacts. It is always a pleasure to work with him as we know that any problems could be easily solved with Mihai onboard.’
Autonom Services S.A.
Barclays Bank PLC
Unicredit Leasing Corporation IFN SA (UCLC)
WOOD & Company Financial Services, a.s.
- Advised Autonom Services S.A., a major Romanian car leasing and rental company, on the first issue of corporate bonds on the regulated market operated by the Bucharest Stock Exchange.
- Advised UniCredit Leasing Corporation IFN SA on a €300m bond offering to investors (eligible counterparties and professional investors only) via a private placement, followed by admission to trading on EURO MTF, the multilateral trading facility operated by the Luxembourg Stock Exchange.
- Advised Barclays Bank PLC as arranger and BNY Mellon Corporate Trustee Services Limited for Alpha Bank Romania on the first mortgage bonds programme in Romania with a value of €1bn.
Schoenherr si Asociatii SCA's highly respected capital markets team offers a huge amount of experience. The firm's standing is built upon key relationships with a high-profile mix of issuers and investment banks, who appreciate the firm's ability to handle complex domestic and international offerings and regulatory issues. The extremely well regarded Narcisa Oprea has led the team for over a decade years, and clients are quick to praise her team of associates, including Veronica Das Alexeev.
Other key lawyers:
Veronica Das Alexeev
‘This practice is unique as it combines lots of experience, thoroughness and pragmatism. Standing ovations for Narcisa Oprea for the quality of her work, her responsiveness, and pragmatic solutions to unusual problems.’
‘Unparalleled real-life experience on the Romanian stock exchange/capital markets. A can do attitude, focussed on results and not on ‘why this will not work. Narcisa Oprea is probably the most experienced consultant and trial lawyer active on the Romanian capital markets.’
‘High-level and wide-range of expertise in capital markets in Romania which is not found in other firms.’
Bittnet Systems SA
Patria Bank SA
Qualitance QBS SA
SAI Atlas Asset Management SA
- Assisted Bittnet Systems SA on the admission to trading on the Bucharest Stock Exchange (BSE) main market. Bittnet Systems SA became the first IT company to enter BSE’s main market and the first company to upgrade from trading on the alternative trading system (AeRO) operated by the BSE to the regulated market.
- Assisted Horizon Capital on the sale of the 22.7 % stake it indirectly held (via EEGF II fund) in Purcari Wineries Plc, carried out through an accelerated book building process addressed to investors worldwide.
- Assisted Patria Bank SA on the private placement and admission to trading on the regulated market managed by the Bucharest Stock Exchange of €5m corporate bonds.
Tuca Zbârcea & Asociatii stands out for its high-end regulatory and compliance advice, where practice head Silvana Ivan is especially well regarded. The firm's ongoing advice to the Bucharest Stock Exchange is testament to its reputation in this area. Other clients include major banks, investment funds, issuers, and clearing houses who use the firm on a wide range of regulatory and contentious issues. Recently promoted partner Ciprian Timofte is also well respected.
Other key lawyers:
‘Always to the point and of practical use, not just distant legal advice. And also on time. Last but not least, excellent value for money. All in all, a perfect combo. Silvana Ivan-Hanganu and Ciprian Timofte cover so well our needs as regards capital markets that we don’t feel the need to look for other lawyers in the market.’
Banca Comerciala Romana (BCR)
Bucharest Stock Exchange (BVB)
NN Insurance & NN Pensions
- Assisting Banca Comerciala Romana (BCR) in relation to various capital markets issues arising from its banking operations on the Romanian and EU markets and from being a subsidiary of Erste Bank Group.
- Assisting the Bucharest Stock Exchange (BVB) as founding shareholder in the process of incorporating the first Romanian Central Counterparty (CCP) and on various capital markets compliance matters also including Covid-19 related issues.
- Assisting the local NN insurance and pensions companies in a broad range of capital markets inquiries deriving from both their ongoing capital markets investments.
Bondoc si Asociatii SCA's well regarded team handles a healthy mix of transactional and regulatory work. Debt and equity capital market listings, including many with an international flavour, feature prominently on the agenda. On the regulatory front, the firm often advises fund managers on related issues, including authorisations and restructurings, and assisted the Bucharest Stock Exchange on a complex market abuse analysis. Lucian Bondoc and Simona Petrisor jointly lead the team, with strong support from Diana Ispas. Associate Alexandru Achim is also singled out for praise.
Lucian Bondoc; Simona Petrisor
Other key lawyers:
Diana Ispas; Alexandru Achim
‘The capital markets practice is very robust on a very broad range of regulatory matters, being always very attentive to details without losing the big picture. They have a very commercial approach in their advice. They have a strong experience and knowledge of equity transactional matters, including private placements of shares.’
‘This team is particularly strong in helping with developing interpretations of new regulations and advancing new ideas. They are usually very fast in understanding the client’s concerns and recommending the best solution to address such concerns. They have a holistic approach which helps on a broad range of regulatory and transactional issues.’
‘Simona Petrisor is very dedicated to her work and very hands-on. She has a very good technical knowledge with a good mix of business awareness. She is very responsive and always willing to go the extra mile on the files she is handling. Diana Ispas is very committed and well respected. The associate Alexandru Achim is also a good fit to the team.’
Franklin Templeton Investment Management Limited UK (“FTIML”)
Fondul Proprietatea SA
The Bucharest Stock Exchange
Raiffeisen Bank International AG
Anchorage Capital Group LLC
Mid Europa Partners
Netcity Telecom/ Direct One
The Romanian Investor Relations Association (ARIR)
- Assisting Franklin Templeton Investment Services S.à r.l. in connection with the structuring of its MIFID activities in relation to Brexit, including feasibility analysis regarding the opening and licensing of an investment firm by the Romanian Financial Surveillance Authority.
- Assisting Fondul Proprietatea S.A. in connection with the enactment of the new Romanian legislation on alternative investment funds and the related process of authorisation for Fondul Proprietatea S.A. as a retail alternative investment fund.
- Assisted Kredyt Inkaso, a leader in the debt recovery industry, in connection with a new secured bond issue (series F1 bonds), secured against its Romanian subsidiaries over a portfolio of receivables.
Musat & Asociatii has a well-regarded team with a strong track record in debt and equity listings, derivatives and other structured products. The firm can regularly be found on significant domestic IPOs and is especially strong on the underwriter side. Lead partners such as Gheorghe Muşat and Răzvan Stoicescu are also highly experienced on related regulatory issues.
Gheorghe Muşat ; Răzvan Stoicescu
‘A compact and professional team with a high degree of professionalism and responsibility in dealing with customer business.’
The Bank of New York Mellon
SIF Transilvania SA
The Romanian Financial Supervisory Authority (FSA)
XPO Logistics, Inc.
- Acting as legal counsel for J.P. Morgan, on Romanian law matters pertaining to a €475m financing through both bilateral and capital markets instruments.
- Advising SIF Transilvania in a share swap and redemption public offering aimed at exchanging shares held by SIF Transilvania in a listed company in its portfolio, against shares issued by SIF Transilvania.
- Advising HSBC, JP Morgan, RBC, Citibank, Northern Trust, State Street, and BNY Mellon, in connection with their provision of securities custody services in Romania and related risks in insolvency of local custodians.
Popovici Nitu Stoica & Asociatii has a broad client base which includes several major listed investment funds. In this respect, the firm is especially active on the regulatory side, and offers strong support on transactional and litigation issues. The team also has good experience of advising on equity listings. Practice co-heads Alexandru Ambrozie and Bogdan Stoica share over four decades experience in the market.
Bogdan Stoica; Alexandru Ambrozie
Franklin Templeton Investment Management Limited United Kingdom
Revaho Beheer BV
- Advised Paval Holding on the establishment of Equiliant Capital, a private equity fund focused on supporting SMEs.
- Advised the Property Fund and its manager Franklin Templeton on the impact of the recent EU Regulations focused on improving securities settlement in the European Union and on central securities depositories.
- Advised the Property Fund on its 10th and 11th buy-back programs.
Volciuc-Ionescu has a versatile capital markets practice that represents a mix of financial institutions, investors and issuers. Recently the firm has been very active in the bonds market, advising on structurings, listings and related regulatory issues. The team, which is led by managing partner Sabin Volciuc-Ionescu, also handles equity matters. Ramona Volciuc-Ionescu is also recommended by clients.
Other key lawyers:
Ramona Volciuc-Ionescu; Diana Tudor
‘They have a leading capital markets team, with strength both in debt and equity. The team delivers top quality advice, good value, dedicated to serving us exactly when we need them.’
‘Ramona and her team are very efficient and effective in providing required advice and assistance. Her legal knowledge is top drawer.’
‘The whole team is great. Sabin Volciuc has outstanding capital markets expertise, always available to help and I love that he always finds solution to issues. Diana Tudor is an up and coming associate who also stands-out – a great lawyer from the new generation.’
International Finance Corporation (IFC)
Banca Comerciala Romana (BCR)
- Advised EBRD and IFC in relation to the private placement of RON480m (approx. €100m) Tier 2 Capital subordinated bonds issued by Raiffeisen Bank Romania.
- Advised the IFC, the anchor investor, on a €18.5m long-term tranche of the €40m bonds issued by BT Leasing.
- Advised the IFC, as investor, in covered bonds issued by Alpha Bank Romania.
Dentons has made a strong push into the capital markets arena, as exemplified by the recruitment of up-and-coming new partner Loredana Chitu from RTPR | Radu Taracila Padurari Retevoescu SCA. The firm has since won some significant mandates, most notably as issuer's counsel to Hidroelectrica, for its planned IPO on the London Stock Exchange. The team has also acted as underwriters' counsel on several debt issuances.
‘Loredana Chitu is extremely supportive, providing high quality advice on sensitive topics, and offering innovative solutions.’
‘The team is led by one of the best capital markets lawyers, partner Loredana Chitu. Very experienced, business-oriented and client-minded.’
Raiffeisen Bank S.A. (Bucharest)
BRD – Groupe Societe Generale S.A. (Bucharest)
Banca Comercială Română S.A.
Erste Bank (Vienna)
European Crowdfunding Network
Societatea de Producere a Energiei Electrice în Hidrocentrale Hidroelectrica S.A.
Societatea Energetică Electrica S.A. (panel appointment)
- Currently advising the issuer on a planned 144A IPO of shares with a potential value of €750m.
- Acted as transaction counsel on the RON 555m attempted bond issuance by the Municipality of Bucharest.
- Prepared an analysis with regard to the existing legal framework and national legislative gaps for, and regulatory needs of, DLT/blockchain solutions across all 27 EU member states and other significant jurisdictions (United Kingdom, Singapore, US, Hong Kong).
Kinstellar has a strong debt finance practice with good expertise advising banks on debt capital markets issues. Clients benefit from the firm's strong regional offering, as well as the team's good experience of Romanian regulatory issues. Zsuzsa Csiki leads the team.
Continental Capital Markets Ltd.
Safecap Investments Ltd.
Credit Agricole CIB
BRD Groupe Société Générale
HSBC Bank plc.
- Advising ING Bank on implementing in Romania a bonds issuance programme designed initially for other markets, also involving innovative structuring and interaction with local regulators.
- Assisting Continental Capital Markets and Credit Suisse on the provision of services under MiFiD and MiFiD II, and complex cross-border capital markets and regulatory advice.
- Advising Credit Agricole CIB on a structured euro medium term note programme, involving complex banking, financial regulatory, capital markets matters and the interaction with local regulators.
Leroy si Asociatii has a good track recorrd on equity and debt deals, and is especially noted for its expertise on structured products. Its ongoing advice to the International Swaps and Derivatives Association (ISDA) is demonstrative of its strong reputation for related regulatory issues. Other clients include major issuers, industry bodies, multilateral lenders and financial institutions. Practice head Andreea Toma is highly experienced in this area.
BRD Groupe Societe Generale
International Capital Market Association (ICMA)
International Securities Lending Association (ISLA)
International Swaps and Derivatives Association (ISDA)
- Assisting the International Swaps and Derivatives Association (ISDA) in connection with issuing a new clearing member reliance opinion for Romania.
- Assisting the International Securities Lending Association (ISLA) in connection with updating the industry opinion on the securities lending transactions contemplated under the Global Master Securities Lending Agreement (GMSLA).
- Assisting the International Capital Market Association on related issues.
Nestor Nestor Diculescu Kingston Petersen has a solid track record on debt and equity capital markets advice. The firm represents a mix of issuers and underwriters on IPOs and secondary public offerings, and also has good expertise on regulatory issues. Corporate partners Manuela Nestor and Adriana Gaspar, and banking head Alina Radu are all active in this area.
Manuela Nestor; Alina Radu; Adriana Gaspar
- Advised the agricultural company, Norofert Group, on its listing on the Aero market of the Bucharest Stock Exchange.
Suciu Popa is especially strong on the equity capital markets front and regularly works alongside leading global law firms on the Romanian aspects of cross-border listings. Practice co-heads Miruna Suciu and Dan Ciobanu have good experience of representing a broad range of issuers on IPOs, secondary public offerings and share buy-backs, as well as related regulatory issues.
Miruna Suciu; Dan Ciobanu
SNGN Romgaz SA
Bursa Romana de Marfuri BRM SA
Shareholders of SIF Transilvania SA
- Advised KazMunayGas/Rompetrol Rafinare SA on several capital markets related issues, including convertible bonds’ issuance and shareholders disputes.
- Advised SIF Transilvania on a share buy-back.
- Advising SNGN Romgaz SA in connection with the planned acquisition of a participating interest in Neptune Deep offshore block (Black Sea, Romania) from ExxonMobil.