Next Generation Partners

Capital markets in Romania

Clifford Chance Badea

Clifford Chance Badea has an excellent reputation for both debt and equity capital markets work, where it represents issuers and underwriters on some of the largest deals to hit the Romanian market. The firm’s London and broader European links ensure a seamless service for cross-border deals, including sovereign bond issues. Issuer clients come from across a range of sectors, including energy and the investment fund space. Regulatory, compliance and market abuse advice also features prominently on the firm’s roster, and the practice is also involved in an increasing amount of green bond issues. Key contacts include practice head Madalina Rachieru-Postolache and managing partner Daniel Badea.

Practice head(s):

Daniel Badea; Madalina Rachieru-Postolache


Key clients

Fondul Proprietatea / Franklin Templeton


MAS Securities


Work highlights


  • Advising Fondul Proprietatea, managed by Franklin Templeton International Services, on its share buyback program.
  • Advising a major energy distribution group with operations in Romania and Moldova on preparation of its envisaged 144A IPO and listing on the Bucharest Stock Exchange.
  • Advised a syndicate of international investment banks on the Romanian aspects of the €854m initial public offering and listing of the Czech real estate developer, CTP, on the Euronext Amsterdam exchange.

CMS

CMS is noted for its ‘world-class legal work‘ and ‘broad experience in debt capital markets‘. In addition to transactional work, where the firm advises banks, corporate issuers, and investment funds, the firm is also strong in the regulatory space, where it advises on the gamut of issues, including European directives. The firm’s impressive regional and global network makes it an attractive option for cross-border deals, including both debt and equity listings, private placements and structured products. Practice head Cristina Reichmann is ably supported by counsel Adina Nanescu.

Practice head(s):

Cristina Reichmann


Other key lawyers:

Adina Nanescu


Testimonials

‘Their specialised expertise and their aptitude to do world-class legal work. The lawyers are technical experts — professionals who are able to diagnose particular legal problems and offer legal solutions for any legal issue. The lawyers are not only technical experts in their own particular domain but also lawyers who can collaborate with others in order to solve multifaceted problems.’

‘Dedicated team with broad experience in debt capital markets, banking legislation, with qualitative involvement from all levels of profesionals: partner, counsel, senior associate and associate.’

‘Broad experience in regulatory aspects related to the operation of financial markets, European directives and regulations on capital markets and financial instruments.’

‘Good depth of team, no gaps in coverage for the project we worked on together. Always felt well taken care of and good advice provided by all team members.’

‘Solid experience in capital markets in Romania, evident from great understanding of nuances throughout the project.’

Key clients

Advent International Corporation


Bitdefender


Raiffeisen Bank


European Fund for Southeast Europe


Libra Internet Bank


TMK


Work highlights


  • Advised Libra Internet Bank on the €40m issuance of MREL eligible senior bonds on the regulated market of the Bucharest Stock Exchange.
  • Assisted the majority selling shareholder of TMK Artrom with a major secondary public offering with cross-border elements involving English, US, German, Italian and Russian law, and including US law aspects under Rule 144A and 10b-5.
  • Assisted Zentiva, the Romanian subsidiary of Zentiva Group, with the mandatory takeover bid for shares held outside of the Zentiva Group.

Filip & Company

Filip & Company's highly regarded capital markets team ‘shows extraordinary analytical abilities and offers innovative and flexible approaches in the most complex projects‘. The team has a stellar track record for handling a broad range of debt and equity capital markets listings, where it primarily advises private and public sector issuers. Clients also appreciate the team’s ‘great insights with respect to regulatory frameworks and authorities‘. The practice is led by Alexandru Bîrsan, who is singled out as ‘a brilliant, hard-working and very dedicated lawyer'. Olga Nita is noted for her 'great insights and know-how'. Senior associates Roxana Diaconu and Andreea Bănică are also recommended.

Practice head(s):

Alexandru Bîrsan


Other key lawyers:

Olga Nita; Roxana Diaconu; Andreea Bănică


Testimonials

‘Highly efficient, swift execution, great communication. We were very impressed with the quality of service.’

‘Alexandru Bîrsan and Olga Nita both provided outstanding quality of service.’

‘The capital markets team shows extraordinary analytical abilities and offers innovative and flexible approaches in the most complex projects.’

‘Alexandru Bîrsan is a brilliant, hard-working and very dedicated lawyer, with great experience in the capital markets field who, together with his team of lawyers, brings creative and client-suited solutions to all the projects he is involved in. From his team Olga Nita and Andreea Bănică stand out as exceptional practitioners.’

‘The team has unique expertise, know-how and knowledge of the Romanian capital markets practice. Great insights with respect to regulatory frameworks and authorities. Very practical and commercially oriented approach.’

‘Alexandru Bîrsan – very friendly approach, great availability for discussions and practical/business friendly approach. He is a trusted advisor in all related capital markets issues.’

‘Olga Nita – great insights and know-how, as well as very good sector knowledge. Olga is very client oriented and always delivers high quality advice.’

‘Roxana Diaconu – easily one of the best senior associates we ever worked with. She has a great commercial approach, know-how and a very friendly attitude toward clients.’

Key clients

RCS&RDS/ DIGI Communications


Romanian Ministry of Public Finance


One United Properties


Fondul Proprietatea


Roca Investments


Impetum Group


2Performant


Holde Agri Invest


Abris Capital Partners


Electrica


eMAG


Piraeus Bank


ADREM Corporate


Work highlights


  • Assisting Fondul Proprietatea with the envisaged €2.54bn initial public offering of Hidroelectrica’s shares on the Bucharest Stock Exchange following a public offering of the company’s shares held by Fondul Proprietatea.
  • Advising the Romanian Ministry of Public Finance on the continuous update of their €41 billion EMTN programme including various trades based on the programme.
  • Assisted One United Properties with its IPO and subsequent listing on the Bucharest Stock Exchange, as well as its subsequent share capital increase.

RTPR | Radu Taracila Padurari Retevoescu SCA

RTPR | Radu Taracila Padurari Retevoescu SCA is described by one client as fielding ‘one of the leading legal teams in Romania for capital markets transactions’. The firm handles an mix of high-end debt and equity capital markets transactions, where it assists an array of leading financial institutions, investment funds and corporate issuers. The team is also instructed on a regular flow of market-leading, cross-border transactions, particularly on the underwriter side. Practice head Mihai Ristici has over 20 years’ market experience and is singled out as ‘one of the leading capital markets lawyers in Romania‘. Senior associate Vlad Stamatescu is also extremely active in this space.

Practice head(s):

Mihai Ristici; Victor Pădurari


Other key lawyers:

Vlad Stamatescu


Testimonials

‘One of the leading legal teams in Romania for capital markets transactions. They have advised on several prominent transactions in the market and are extremely experienced in the field. They are focused on finding solutions and moving things forward and such a practical approach is highly appreciated by our team.’

‘Mihai Ristici is one of the leading capital markets lawyers in Romania. We highly appreciate his practical approach, legal expertise and negotiation skills. It is always a pleasure to work with Mihai and his team.’

Key clients

ING Bank, London Branch


Unicredit Bank


Unicredit Corporation Leasing IFN


Morgan Stanley Smith Barney


Credit Suisse


BNP Paribas


European Investment Bank


Autonom Services


Grup Serban Holding


WOOD & Company Financial Services


EBRD


Goldman Sachs


BRD Groupe Societe Generale


Work highlights


  • Advised Autonom Services on its first corporate bond  programme and the private placement of the first tranche of corporate sustainability-linked bonds, which raised over €48m.
  • Assisted EBRD with a €5m call option to buy Aquila shares from the company’s founding shareholders at a pre-agreed strike price.
  • Advised UniCredit Bank on a €160m MREL bond issuance.

Schoenherr si Asociatii SCA

Schoenherr si Asociatii SCA's widely recognised team of highly experienced capital markets lawyers takes a ‘very thorough and pragmatic approach to solving issues’. Practice head Narcisa Oprea has a stellar track record for transactional advice and is firmly embedded in the industry, regularly advising and lobbying on behalf of fund clients on regulatory issues. The practice handles both debt and equity listings and represents a mix of issuers and underwriters from across numerous industries including financial services, energy, agriculture and consumer goods. Senior associates Veronica Das Alexeev and Cristina Tudoraș also stand out.

Practice head(s):

Narcisa Oprea


Other key lawyers:

Veronica Das Alexeev; Cristina Tudoraș


Testimonials

‘The team is unique through their understanding of the regulatory issues affecting the PE industry both at local and European level and through its proactive approach to finding solutions to the problems. Very thorough and pragmatic approach to solving issues.’

‘Narcisa Oprea is very knowledgeable of the PE sector and the regulatory issues affecting the industry at both local and European level and very proactive and pragmatic in solving issues with the regulator.’

‘Schoenherr offers its clients high-quality consulting and responds to their individual needs.’

‘Narcisa Oprea and Cristina Tudoraș – high quality legal advice that is straight to the point; professionalism; availability.’

Key clients

Agricover Holding


Agroserv Mariuta


Aquila Part Prod Com


Patria Bank


TTS (Transport Trade Services)


Work highlights


  • Advised Aquila Part Prod Com on the successful completion of a €74m IPO for the sale of new shares, and the company’s listing on the regulated market of the Bucharest Stock Exchange.
  • Advised the bookrunners on a €200m placement of shares in a Romanian listed company, following completion of an ABB offering.

Bondoc si Asociatii SCA

Bondoc si Asociatii SCA has a multi-faceted practice which handles a balanced mix of transactional and regulatory capital markets issues. The firm’s versatility extends to debt and equity issuances, with the firm regularly advising high-profile public and private sector issuers, while also assisting underwriters with prominent bond listings. Advice to investment funds is another area of strength, and the team is regularly instructed by Franklin Templeton Investments to assist with regulatory matters and authorisations. Convertible bonds, green bonds and cryptocurrency-related projects have also featured on the firm’s roster recently. Simona Petrisor leads the team, with corporate expert Diana Ispas also taking an active role.

Practice head(s):

Simona Petrisor


Other key lawyers:

Diana Ispas


Key clients

Commerzbank Finance & Covered Bond


Fondul Proprietatea


Franklin Templeton Investments Management Limited


Raiffeisen Bank International


Municipiul Bucuresti


Iyuno II AB (formerly named BTIS II AB) / Iyuno Romania


Dragonfly Biosciences Limited


Restart Energy


Euro Sun Mining Inc.


Work highlights


  • Assisted Municipiul Bucuresti with the refinancing of €110m in municipal bonds which were due in May 2022.
  • Advising Fondul Proprietatea on its authorisation as an alternative investment fund, following new regulations on the licensing requirements for investment funds.
  • Assisted Commerzbank Finance & Covered Bond with the financing of the acquisition of a major label manufacturers and the related guarantee for secure senior notes issued by the Italian SPV All4Labels Group.

Dentons

Dentons is commended for its ‘innovative spirit and practical approach'; the team’s ‘enormous legal competence‘ for capital markets mandates and related banking issues makes it a popular choice with banks and underwriters, who value the practitioners’ willingness to ‘go the extra mile for their clients, bringing up solutions and also giving strategic advice‘. The group handles debt and equity issuances and also advises corporate issuers on their listings. Practice head Loredana Chitu is singled out as ‘a really outstanding professional, with a vast experience of the local market dynamics as well as deep understanding of equity capital markets topics‘.

Practice head(s):

Loredana Chitu


Testimonials

‘The team works seamlessly and acts as a one-stop-shop, with a high level of knowledge and a good cross-border reach.’

‘I have worked closely with Loredana Chitu. I am always impressed with the quality of work delivered, the high level of responsiveness, innovative spirit and practical approach.’

‘Good experience, can-do attitude with great regards to clients’ needs and highly accommodating of those needs. Always willing to take the lead on deliverables for the clients, which is highly appreciated in today’s professional services environment.’

‘Their experience, their constant availability, and their willingness to meet all clients’ requirements.’

‘Our bank has worked with various teams of Dentons’ banking and capital markets divisions and all have shown enormous legal competence, a high degree of precision and responsiveness and an extreme dedication to their work. They strive to move the project on and go the extra mile for their clients, bringing up solutions and also giving strategic advice. Especially commendable is the consistent high quality standard of their work across their entire branch network.’

‘We found the Dentons team extremely professional and supportive in every phase of the ECM transaction on which we were involved. The combination of the local expertise in Romania and and international professionals based in London was particularly appreciated to cover the different aspects of the transaction.’

‘Loredana Chitu, the local Romanian partner, is a really outstanding professional, with a vast experience of the local market dynamics as well as deep understanding of equity capital markets topics.’

Key clients

Raiffeisen Bank


Raiffeisen Bank International


BRD – Groupe Societe Generale


UniCredit Bank AG, Milan Branch


Swiss Capital


Societatea de Producere a Energiei Electrice în Hidrocentrale Hidroelectrica


S.N.G.N. Romgaz


Banca Comerciala Romana


2B Intelligent Soft S.R.L.


Work highlights


  • Advising Hidroelectrica on its €1.5bn Romanian IPO.
  • Advised Raiffeisen Bank  and BRD-Group Societe Generale, as underwriters, on the Bucharest Municipality’s €110m bond issuance.
  • Advised a group of shareholders on protecting their rights against a hostile takeover conducted by three entities acting in concert and provided support with a major investigation by the Romanian Financial Supervisory Authority concerning a major collusion decision.

Volciuc-Ionescu

Volciuc-Ionescu has a considerable presence in Romania’s capital markets sector, particularly when it comes to advising major multilateral lenders and investors such as the IFC. The team is regularly involved in deals relating to key Romanian industries, including energy, financial services and infrastructure. Clients consider the team to be ‘very knowledgeable about local law and regulations and local practices', as well as being ‘very active on high-profile deals‘, both in debt and equity capital markets. Managing partner Sabin Volciuc-Ionescu is ‘a very well-rounded negotiator'. Senior associate Diana Tudor is likewise recommended.

Practice head(s):

Sabin Volciuc-Ionescu


Other key lawyers:

Diana Tudor


Testimonials

‘One of the best capital markets teams I have worked with. They have assisted us with the authorisation processes for our fund – it went smoothly, although the first of its kind in the Romanian market. Very active on high-profile deals.’

‘Sabin Volciuc-Ionescu is a very well-rounded negotiator, with great soft skills and a getting-the-deal-done attitude.’

‘Diana Tudor is an up and coming senior associate that I very much enjoy to work with – very smart, always available and provides to the point advice.’

‘Very responsive to clients, very knowledgeable about local law and regulations and local practices, well connected to the regulator.’

‘Very knowledgeable about the legal and regulatory landscape, solution and client orientated and easy to deal with.’

Key clients

International Finance Corporation


Banca Comerciala Romana


Work highlights


  • Advised the IFC, as anchor investor, on the MREL green bonds issue by Raiffeisen Bank Romania in order to boost access to climate finance and help enhance the resilience of the banking sector.
  • Advised a Romanian blue-chip company on capital markets compliance and regulatory matters.
  • Advised a Romanian blue-chip issuer on an employee stock option plan.

Kinstellar

Kinstellar has a strong presence in Romania’s debt capital markets sector, where it has good credentials on transactional and regulatory matters. Clients include major issuers and underwriters, who regularly benefit from the firm’s strong regional network for cross-border deals. The firm was recently involved in several notable high-yield bond issuances, in addition to other debt products. Practice head Zsuzsa Csiki  is noted for her expertise in financial regulatory issues, and is supported by an experienced team of senior associates, including Mădălina Perțe, who is instructed by a mix of financial institutions and insurers.

Practice head(s):

Zsuzsa Csiki


Other key lawyers:

Mădălina Perțe


Key clients

Citigroup Europe


ING Bank


HSBC Bank


Payvision


American Express Payments Europe


BRD – Groupe Société Générale


Bank of America


Work highlights


  • Advising Polish footwear manufacturer CCC and various of its CEE subsidiaries on all aspects relating to a €190m financing, including guarantees for a bond issuance.
  • Advised a consortium of banks, including Citigroup Global Markets Europe, HSBC Bank, ING Bank, BNP Paribas, CaixaBank and Powszechna Kasa Oszczednosci Bank Polski on the Romanian law aspects of a $800m high-yield bond issuance by Canpack and Canpack US.
  • Assisted both parties – lenders and borrowers – with the Romanian law elements of Comdata Group’s debt restructuring.

Leroy si Asociatii

Leroy si Asociatii stands out for its strong expertise in structured products, including swaps and derivatives, where it advises on a mix of transactional and regulatory matters. Trade bodies such as the International Swaps and Derivatives Association regularly use the firm on their Romanian matters, including industry opinions. Coupled with this is a solid flow of work for major international banks, including advising on issues linked to dealing derivatives with sovereign entities. Practice head Andreea Toma has a longstanding market presence. Associate Cristian Bumbac is building a reputation for derivatives-related matters.

Practice head(s):

Andreea Toma


Other key lawyers:

Cristian Bumbac


Key clients

The International Capital Market Association (ICMA)


The International Securities Lending Association (ISLA)


The International Swaps and Derivatives Association (ISDA)


Bundesverband deutscher Banken e.V. (BDB)


Work highlights


  • Assisting the ICMA updating the industry opinion in connection with repurchase transactions and buy/sell-back transactions contemplated under the 2000 and 2011 Global Master Repurchase Agreements.
  • Assisting the International Securities Lending Association with updating the industry opinion on securities lending transactions contemplated under the Global Master Securities Lending Agreement.

Musat & Asociatii

Musat & Asociatii has a ‘very collaborative‘ capital markets team which combines strong domestic expertise with 'an international outlook'. The team is able to ‘see the big picture and context but is fastidious with the details‘. The firm has a good track record on debt and equity transactions and also has solid expertise in regulatory matters, where it represents a mix of issuers, underwriters, investment funds and public sector clients, including Romania’s Ministry of Finance. Key contacts include managing partner Gheorghe Musat, Razvan Stoicescu  and Monia Dobrescu.

Practice head(s):

Gheorghe Musat; Razvan Stoicescu; Monia Dobrescu


Testimonials

‘The team at Musat is very collaborative. They are experts in domestic law but have an international outlook as well and work seamlessly across borders with colleagues.’

‘The Musat team is able to see the big picture and context but is fastidious with the details. They are also able to understand and explain technical legal issues in a manner that is accessible to clients.’

Key clients

Romanian State through the Ministry of Finance


HSBC


JP Morgan


RBC


Citibank


Northern Trust


State Street


The Bank of New York Mellon


Atos


Rakuten I


Vivendi


Worldline


Cognyte Software


Thales Group


Morningstar


Work highlights


  • Assisting the Ministry of Public Finance of Romania with all Romanian law matters regarding the negotiations and conclusion of ISDA Master Derivative Agreements and related collaterals in view of entering into interest rate swaps, foreign currency swaps and cross-currency swaps.
  • Advised Vivendi on an employee share offering pursuant to a sale of existing shares held in treasury stock.
  • Advising HSBC, JP Morgan, RBC, Citibank, Northern Trust, State Street, and The Bank of New York Mellon on their provision of securities custody services in Romania and related risks in insolvency of local custodians.

Nestor Nestor Diculescu Kingston Petersen

Nestor Nestor Diculescu Kingston Petersen is noted for its track record assisting with debt and equity listings; this includes support on municipal bond issues, high-yield products, private placements and corporate IPOs. Banks, asset managers and issuers regularly instruct the firm, benefiting from its full-service offering, which also provides support on related equity incentive plans, tax, regulatory and corporate governance matters. Co-managing partner and corporate specialist Manuela Nestor and banking head Alina Radu are two of the key contacts. Corporate specialist Corina Dumitru is another recommended name.

Practice head(s):

Manuela Nestor


Other key lawyers:

Alina Radu; Corina Dumitru


Popovici Nitu Stoica & Asociatii

Popovici Nitu Stoica & Asociatii handles a broad mix of debt and equity capital markets matters. In addition to advising corporate clients on capital raising and equity incentive plans, the firm has an extremely good reputation for advising major investment funds; this latter specialism is reflected in the firm’s client base, which includes some of the largest actors on the market, including Franklin Templeton Investment Management and Certinvest. Regulatory, compliance and corporate governance advice also features prominently on the agenda, and practice co-head Alexandru Ambrozie is highly experienced in related white-collar crime issues. Fellow co-head Bogdan C. Stoica has over 20 years’ market experience.

Practice head(s):

Bogdan C. Stoica; Alexandru Ambrozie


Key clients

Franklin Templeton Investment Management Limited United Kingdom


Property Fund


Ameropa


Oresa


Certinvest


Voestalpine


Immofinanz


Dedeman


Xella


Revaho Beheer BV


Electrica


Sphera


Morphosis


Meta Estate Trust


AAF


Orange SA


Work highlights


  • Advised Meta Estate Trust, a holding company operating in the real estate sector, on launching its IPO and on listing its shares on the Bucharest Stock Exchange.
  • Advised Orange on a new share offering program addressed to its 3,000 employees in Romania.
  • Advising the Fund Managers Association – which brings together investment management companies, investment funds and financial investment companies – and Fondul Proprietatea on the new requirements regarding the composition of the Audit Committee, as well as providing representation in a dispute aiming to cancel these requirements.