Legal Guide
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BADEA CLIFFORD CHANCE
Address: 18 Calea Dorobantilor, Sector 1, Bucharest
Senior representative: Daniel Badea
No. of lawyers/no. of partners: 45/4
Main areas of business practice: Banking & Finance, Capital Markets, Corporate M&A, Real Estate, Regulatory (Competition, Employment, IP, Energy, IT&C)
Representative clients:
Global banks and investment banks, major private equity funds and real estate investors, global corporates.
Most representative projects:
CB Richard Ellis - in the acquisition of Eurisko; Morgan Stanley and CA-IB as underwriters on the USD 500 million GDR issue by Vimetco (largest Romanian related IPO so far); Charlemagne Capital in the EUR 110 million disposal of its office buildings portfolio in Romania to DEGI; Eurohypo AG in relation to refinancing and development financing of Iulius Mall (254 million Euro), the largest RE financing transaction in Romania to date; Morgan Stanley and UBS as underwriters on the GDR issue by a major Romanian telecom company, currently in the process of being launched; Lehman on the acquisition of a participation in a large portfolio of real estate assets in Romania, Ukraine and Moldova; Morgan Stanley on the acquisition of a significant participation in a portfolio of real estate assets in Romania, Ukraine, Moldova and Croatia; assisted a global investment fund on the attempted acquisition of Rompetrol SA; assisted Impact’s selling shareholders with respect to the disposal of shares to Lehman Brothers Real Estate.
BIRIS GORAN SCA
Address: 77 Emanoil Porumbaru Street, Bucharest.
www.birisgoran.ro office@birisgoran.ro
Phone: (+40 31) 228 68 68
Fax: (+40 31) 228 68 69
Senior representative: Gabriel Biris
No. of lawyers/no. of partners: 27/5
Main areas of business practice:
Real Estate, Taxation, Antitrust/Competition, Mergers & Acquisitions, Corporate & Securities.
Representative clients:
Adama, Cefin, European Future Group, JTI, Holcim, IPC Real Estate, Quinlan Private, Portico Investments, Sema Parc, Siemens.
Most representative projects:
Sellers of Eurisko, in sale of participations to CB Richard Ellis. Value USD 35 million; Lead counsel to CEFIN (seller) with respect to sale of Industrial Park A1 to Teesland IOG . Approximate transaction value: EUR 70 million; CEFIN (seller) with respect to joint-venture and forward sale to Europolis of Barbu Vacarescu Project. Approximate transaction value EUR 130 million; European Future Group in joint venture with Immoeast with respect to construction/development of Pantelimon warehouse logistics centre in Bucharest; European Future Group (EFG) in acquisition and planned development of a residential community in the Buftea area near Bucharest. Approximately 13,000 residential units are planned for a total investment of EUR 1.9 billion; European Future Group on USD 20+ million acquisition of site in Kyiv, Ukraine for office development; Immoconsult Leasinggesellschaft m.b.H (part of Volksbank Group) in transaction involving the sale of all shares in Romanian company owning a major Bucharest business office building and refinancing of existing loan to Fabian Capital. Transaction value: approximately EUR 24 million; Baneasa Development regarding the corporate restructuring of group companies holding real estate assets with a value exceeding EUR 250 million; Lead counsel to a major Romanian developer in the acquisition of a participation in PUMAC SA in a transaction with a total value of approximate EUR 75 million; Lead counsel to a major developer in selling properties of overall EUR 400 million; Lead counsel to group of investors (Romanian and foreign) in its acquisition of a majority stake of Proiect Bucuresti SA; Portico Investments in series of retail portfolio and properties acquisitioned and development in general – multi-million transactions; IPC Real Estate in a series of multi-million property acquisitions and sales.
Bostina & Associates
Address: 12, Silvestru Street, Bucharest Sector No2
office@bostinalawyers.eu; www.bostinalawyers.eu
Senior representative: Doru Catalin Bostina
No. of lawyers/no. of partners: 131/10
Main areas of business practice: Real Estate; Corporate, M&A; Public Procurement and Development; Privatization; Litigation and Judicial Enforcements; Capital Market; Banking; Communications, Transportation and IT; Energy, Oil and Gas; Fiscal; Environment and Utilities; Infrastructure; Intellectual Property and Mass-Media; Insurance.
Representative clients: Max Boegl; Astaldi; Fondul Proprietatea; Energy Holding; MTCTI; Raifeissen Banca pentru Locuinte; BRD-SG; CFR Marfa; RAFO; Oltchim S.A.;AVAS
Most representative projects:
Transgaz Initial Public Offering (the sole IPO closed in 2007).Transgaz raised more than 65 mn. EURO; privatization of ELECTROPUTERE S.A. Craiova – approx. 120 mil Euro; Privatization of FAMOS S.A. Suceava – approx. 6 mil Euro; privatization of INAV S.A. Bucuresti – approx. 1,2 mil Euro; purchase by our clients of the majority stock owned by AVAS at ELECTROPUTERE S.A. Craiova, FAMOS S.A. Suceava and INAV S.A.; legal assistance, consultancy and representation for our client in relation to the AVAS, the Romanian Competition Council, other Romanian authorities involved in the privatization procedures and also in relation to the representatives and consultants of the European Commission; CN Posta Romana – land acquisition in Otopeni; “Palas Project”, Iasi - value of the project Euro 150 million; conclusion of the Appendix to the Joint Venture Agreement executed between Iasi Municipality and Iulius Group concerning the development of the area located within the central part of Iasi City; development and modernization of Bucharest-Otopeni International Airport Romania, Euro 82 mil; construction of Basarab Flyover - Bucharest, Euro 114 mil; rehabilitation and modernization of Lia Manoliu National Stadium, Euro 120 mil; technical assistance for preparation of railway projects for the Cohesion Fund, Euro 23 mil; roads rehabilitation VI Program-Consulting services for design and construction supervision- Lot E, Euro 6 mil - Providing assistance for the rehabilitation of DN15A Reghin-Saratel, DN15 Targu Mures-Reghin, DN14 Sbiu-Medias-Sighisoara; the syndicated financing arranged by Raiffeisen Zentralbank Austria & Raiffeisen Bank Romania for CFR Marfa in amount of 120 million euros; the financing granted by EBRD to SN Posta Romana amounting to 50 million euros; Bacau County Council - Modernization of Bacau Airport, the value of the project 20 mil Euro; Getting the authorizations for MARFIN and PRVA private pension funds; technical consultancy towards accessing EU Cohesion Funds through the Operational Environment - Program valued at 500 mil Euro; making SC OPCOM SA as central counterpart within the Day Ahead Market [DAM] transactions; liquidation of five bankrupt companies that were formally part of Nitramonia S.A. value of the deal approx. 10mil Euro; the purchase by Maharashtra Seamless Limited of a production line belonging to the bankrupt S.C. REPUBLICA S.A. value Eur 6,2 mln.
bpv GRIGORESCU
Address: 33, Dionisie Lupu Street, Bucharest
Phone: (+40 21) 264 16 50 Fax: (+40 21) 264 16 60
office@bpv-grigorescu.com www.bpv-grigorescu.com
Senior representative: Catalin Grigorescu
No. of lawyers/no. of partners: 18/4
Main five areas of business practice: Corporate and Commercial, Mergers and Acquisitions, Banking and Finance, Antitrust and Merger Control, Real Estate and Construction, Taxation
Representative clients: Caroli Foods, E.ON Gaz, EvoBus, Hochland, Honsel, Immoconsult, Inditex, Infineon, Linde Gaz, Siemens, Raiffeisen Leasing, Redevco, RTC Holding, Trelleborg, Voestalpine Romania SRL, Wienerberger.
Most representative projects: Business Ideas Provider Group - acquisitions of BIP (leading local sales and marketing outsourcing company) by IMSG; RTC Holding and CD Media acquisitions of leading local distributor and retailer by and International software, computers and console games wholesaler; Pay Store (subsidiary of RTC Holding) in connection with the EUR 15.5M acquisition by PayPoint plc (UK); Siemens in connection with the NOKIA SIEMENS NETWORKS joint venture. Carve-out and corporate re-organization; Caroli Foods in connection with the group’s local and international reorganization; Structuring scheme for future investments in production and warehousing, royalties structuring; Immoconsult - setting up EUR 200M+ multi-project financing joint venture with leading international leasing company; Large international industrial group (Sweden) - legal support and legal project management in connection with the development of large industrial facility; Redevco - retail development framework agreement with Romanian developer; Legal advisory services in connection with forward- purchase of 2.6ha retail park development; property due diligence, contractual documentation; setting up legal structure; Evobus - several tenders and contracts for delivery of 1000 buses to the Bucharest Municipality EUR 300M+ contracts; Immoconsult - drafting complete finance and operating real estate leasing documentation, including master lease agreements, sale and lease back, purchase agreements, architect, engineering and construction agreements, rental agreements.
Bulboaca & Asociatii SCA
Address: Millennium Business Center, 2nd floor,
2-4 Armand Calinescu Street, District 2, Bucharest,
office@bulboaca.com www.bulboaca.com
Senior representative: Adrian-Catalin Bulboaca
No. of lawyers/no. of partners: 21/4
Main areas of business practice: Competition and Regulatory; Corporate (M&A, Private Equity, Joint Ventures, Securities, Energy); Finance (Asset Finance, Banking, Project Finance, Restructuring & Insolvency); Litigation; Real Estate
Representative clients: Deutsche Bank; Barclays; Raiffeisen Bank; British American Tobacco; Kraft Food Romania; Hygiene Products GmbH; Martifer Group; Tymbark Maspex Romania
Most representative projects:
Romanian State - in connection with the proposed maximum EUR 1 billion Eurobonds issue; OTP Bank Hungary – disposal of its insurance arm to France’s Groupama, transaction worth of US$ 897.2 mln; Alpha Bank Romania S.A./Raiffeisen Bank S.A. - EUR 40 million secured term facility agreement for the development of the real estate project Ibiza; Deutsche Bank AG London - EUR 86,3 mln. facility agreement made available to 62 local governments for the purposes of constructing a gas distributing pipeline; advising a major pharmaceutical company in a cartel investigation before the Romanian Competition Council; advising one of the major worldwide renewable energy producer in developing an estimated EUR 300 million wind farm project; acting for a major Norwegian airline operator (Nordic Aviation Contractor A/S) in connection with the sale of one SAAB 340B MSN 228 to a Romanian airline operator (Carpartair S.A.).
D&B David si Baias SCA
Address: Opera Center, 1-5 Costache Negri Street,
6th floor, Bucharest; Phone: +40-21-202.87.70 Fax: +40-21-202.87.71
office.mail@david-baias.ro
Senior representative: Sorin David
No. of lawyers/no. of partners: 43/4
Main five areas of business practice: M&A; business restructuring; real estate; litigation (mainly tax, selective commercial and real estate), employment; banking, securities and financing; competition and trade practices, state aid; intellectual property.
Representative clients: ABN Amro, Altex, Avrig 35, BRD – Groupe Société Générale, Heidelberg Cement, GE Money, Global Finance Real Estate, Mega Image (Delhaize “The Lion” Group), Mivan, Orange, Petrom – OMV Group, Schering Plough, Valad Property Group.
Most representative projects worked on:
sale of Dorna Lactate Group to Lactalis Group (France) (assistance on the sell-side), take-over by Mega Image of the La Fourmi retail chain (assisting Mega Image on the buy-side), sale by Avrig 35 to the British fund NEPI of a portfolio of real estate properties (assisting Avrig 35 on the sell-side),
acquisition of A1 Industrial Park by Valad Property Group (assisting Valad – former Teesland – on the buy-side), sale by Maxima Lt of the Albinuta retail chain to Profi (assisting Maxima on the sell-side), assisting certain real estate clients in negotiating and closing bank financing for project development, assisting our real estate clients in acquiring land for development.
Gide Loyrette Nouel Leroy & Asociatii SCA
Address: 10-12 Maior Gheorghe Sontu Street, District 1, Bucharest 011448, Romania
gln.bucharest@gide.com www.gide.com
Senior representative: Bruno Leroy
No. of lawyers/no. of partners: 25/2
Main five areas of business practice: Banking & Finance; Competition Law; Energy; Mergers, Acquisitions & Corporate Law; Real Estate
Representative clients: BRD Groupe Société Générale; Carrefour; E.ON Ruhrgas; Groupama; Gaz de France; Iberdrola; Rosebud; Sodexho; Volvo
Most representative projects:
BRD GSG - Baneasa project: we advised on the largest Real Estate financing ever carried out in Romania on behalf of 5 major banks in relation to the development of 4 real estate projects - total deal value of EUR 230 million; Groupama - Acquisition of BT Asigurari Transilvania S.A. and Asiban S.A. including due diligence assistance, negotiations and drafting transactions documents and related formalities with the insurance regulator; Rosebud, Israeli Investment Group - second largest land transaction as of its execution date consisting in the purchase of several plots of land and buildings located in Bucharest for the subsequent construction of a mixed commercial, residential and office complex; Iberdrola - Participation to selection process for constitution and operation of units 3 and 4 of the Cernavoda Nuclear Powerplant; Gaz de France - Assistance for the preparation of its bids in relation to three ongoing projects for the privatization of power generation facilities; E.ON Ruhrgas - Unbundling of gas distribution and gas supply activities; assistance to Carrefour as regards to its hypermarket network development in Romania.
Konecná & Šafár SCA
Address: Str. Paleologu 24, Sector 3, 030552 Bucharest
bucharest@konecna-safar.com; www.konecna-safar.com
Senior representative: Hana Ševelová
No. of lawyers/no. of partners: 5/2
Main areas of business practice: Corporate, M&A, Real Estate, Banking and Finance, Labour
Representative clients (partial, not more than ten): WND
Most representative projects worked on in 2007 – 2008 ( not more than ten): WND
Linklaters
Address: 8 Nicolae Iorga, Sector 1, Bucharest,
bucharest.reception@linklaters.com; www.linklaters.com
Senior representative: Daniel Torsher (to be officially appointed in May 2008), Marian Dinu, head of the corporate practice
No. of lawyers/no. of partners: 30/1
Main areas of business practice: M&A, private equity, privatisations, competition and in capital markets. Banking and real estate, project finance/infrastructure projects (PFI – PPP).
Representative clients: WND
Most representative projects: The first LSE listing of a Romanian company (A&D Pharma), Morgan Stanley on their acquisition of the Romanian brokerage firm, HTI Valori Mobiliare, Bunge on the acquisition of integrated oil production facilities in Romania, as well as Holcim on the take-over of Ceprocim Engineering, a part of the National Cement Institute (Ceprocim). Most recently, our legal team has advised a major Dutch insurance company on their attempted acquisition of Asiban (our client lost the tender on price). Furthermore, our legal team is regularly advising the largest investment banks such as: Morgan Stanley, Merrill Lynch, Credit Suisse, Lehman Brothers etc. in relation to their activities on the Romanian market.
MARES & ASOCIATII SCA
Address: 19, Tudor Arghezi St; office@mares.ro; www.mares.roSenior representative: Mihai Mares
No. of lawyers/no. of partners: 10/2
Main areas of business practice: Banking, Energy & Natural Resources, Project Finance, Real Estate and Tax
Representative clients: International energy companies, global financial institutions, construction companies, real estate developers and international investment funds.
Most representative projects: WND
MUSAT & ASOCIATII SCA
Address: 43 Aviatorilor Boulevard, 1st District, Bucharest
Tel: (40-21) 202.59.00 Fax: (40-21) 223.39.57/223.04.95
general@musat.ro www.musat.ro
Senior representative: Gheorghe Musat
No. of lawyers/no. of partners: 85/11
Main areas of business practice: M&A/Privatizations, Litigation & Arbitration, Banking & Finance, Energy & Natural Resources, Real Estate & Construction
Representative clients: Enel SpA, NOKIA, ABN AMRO Bank, Fortis Bank, PPF Investments, ING Real Estate, AFI Europe, Thyssen Krupp, SBS Broadcasting Corporation, General Motors, Orange, European Investment Bank, BERD, Eli Lilly, GlaxoSmithKline, General Electric, Intel Corp, Oracle, AON, AT&T, KBC Bank, Piraeus Bank, Raiffeisen Bank, OTP Bank, Generali, Immoeast Corporate Finance Consulting, Equest Investment, Petrom, Electrolux, Pepsi, Liebrecht & Wood, Atlas Estates.
Most representative projects:
Enel Distribuzione SpA in connection with EUR 820,000,000 acquisition of Electrica Muntenia Sud S.A., the largest Romanian electricity distribution company; Nokia company throughout the structuring of the green field project in Cluj, which involved a direct investment amounting to approx. EUR 200,000,000; Flash Consult Invest, part of the French group Euromall, in connection with the development of two shopping centers in Pitesti and Galati, projects worth in excess of EUR 160,000,000; PPF Investments in connection with the acquisition of S.C. Continental S.A. and several other private acquisitions in Romania amounting over EUR 120,000,000; assisting Sider Sipe S.A., in relation to the EUR 120,000,000 sale of the majority stake in Ductil Steel SA to a leading European investor; lead legal counsel to Banca Transilvania in connection with the EUR 100,000,000 sale of the majority stake held in BT Asigurari to Groupama (France); Africa Israel Investment/AFI Europe in respect of the EUR 78,000,000 successful acquisition (buy-out) of the remaining 50% share quota held by New Century Holding in Cotroceni Park, the company developing the Cotroceni Park project; Africa Israel Investment and its subsidiaries in respect of the approx. EUR 77,500,000 acquisition of approx. 155,000 sqm of land owned by Laromet SA, the biggest transaction with a land plot in Romania; PPF Investments in connection with the successful acquisition of GAZ SUD SA, a local private gas supplier and distributor in a transaction exceeding EUR 50,000,000; Africa Israel Hotels in respect of the EUR 18,000,000 acquisition of four hotels in the center of Bucharest: Venezia, Opera, Palas and Central; acting for Atlas Estates Investments B.V., a major real estate developer, in connection with the acquisition of Golden Tulip Hotel, a major four stars hotel located in Bucharest (Golden Tulip Hotel Project) for EUR 12,000,000; Enel Investment Holding in connection with the successful acquisition of BLUE LINE, for the purposes of developing a 200 MW wind power plant in the south of Romania.
Nestor Nestor Diculescu Kingston Petersen
Address: Bucharest Business Park, Entrance A, 4th Floor, 1A, Bucuresti-Ploiesti Bucharest
Senior representative: Ion I. Nestor, Managing Partner; Manuela M. Nestor, Managing Partner
No. of lawyers/partners: 97/12
Main areas of business practice: Corporate Law, Banking and Finance, Dispute Resolution, Real Estate, Intellectual Property.
Representative clients: N/A
Most representative projects: N/A
NÖRR STIEFENHOFER LUTZ
Address: Str. General Constantin Budisteanu, nr. 28 C,
sector 1, Bucuresti; Tel. (+40 21)-3 12 58 88 Fax (+40 21)-3 12 58 89
nslbuc@noerr.com www.noerr.com
Senior representative: Jörg K. Menzer
No. of lawyers/partners: 30/3
Main areas of business practice: Corporate/Civil Law; M&A; Real Estate and Construction Law; Banking & Finance; Labour Law; Dispute and Litigation; Tax; Financial Advisory; Competition and Antitrust Law; Intellectual Property Law; Leasing and Insurance; Media; Pharmaceutical; Energy; IT and telecommunication; Environmental
Representative clients: Baumax GmbH; Bilfinger Berger; TMD Friction; Bosch Rexroth; Egger Romania SRL; Lisa Dräxlmaier GmbH; Navigon AG; Investkredit Bank AG
Most representative projects: Austrian leading producer of paper for corrugated board in connection with the contemplated acqusition of 25% of stock in a Romanian listed joint stock company; German client operating in the field of auto spare parts in connection with the contemplated acquisition of 100% of shares in a Romanian company; American worldwide courier services in connection with its contemplated acquisition of 100% shares in Romanian company acting in the same field; Austrian retail chain (BauMax GmbH) of DIY stores on the development of their business in Romania, total investment value Euro 40 mln.; structured the business activities in Romania for Bilfinger Berger Industrial Services AG offering assistance through the negotiations of contracts in different legal fields after having assisted them in the takeover of the assets of a Romanian industrial services company (transaction value aprox. Eur. 1 mln); assisted one of the biggest producers of auto-parts in its Greenfield investment and construction of its production plant in Romania, including integrated tax advice (value of investments 20 mln Euro); German automotive producer and supplier of the automotive industry, offered legal assistance regarding the Greenfield investment in Romania of Bosch Rexroth Gmbh; advised one of the leading European producers of wood plates, Fritz Egger GmbH & Co. KG on its Greenfield investment for the construction of a particleboard production plant (investment estimated at EUR 210 mln Euro); evaluated various sites in Romania and negotiated land purchase agreements for Austrian retail chain of DIY stores bauMax Romania(total investment value 40 mil. Euro); Bosch Rexroth SRL - legal advice in the construction of the production factory structuring all project contracts, contracts of services and construction management; provided full legal guidance to a major UK hedge as to several real estate related projects implemented on the Romanian market worth each above EUR 20 Mln; completed the Greenfield land acquisition for a leading European wood panel producer (Egger Romania SRL); offered legal assistance in the financing of a residential compound in value of EUR 40 Mln. for Investkredit Bank AG.; advised the financing of a “class A” office building in value of EUR 46,5Mln. for a Hungarian bank and assisted the financing of a land acquisition in Arad in value of EUR 4,5 mln.; for one of the largest hedge fund management groups in Europe assisted the financing for acquiring the assets of one of the biggest tractor manufacturers in Romania (value of transaction: EUR 35 mln).
Pachiu & Associates
Address: 4-10 Muntii Tatra Street 5th floor, Bucharest
Tel: +40 21 312 1008 Fax: +40 21 312 1009
office@lp-legal.com www.lp-legal.com
Senior representative: Laurentiu Pachiu
No. of lawyers/no. of partners: 20/1
Main five areas of business practice
Real Estate, Mergers and Acquisitions, Banking and Finance, Corporate, Commercial, Dispute Resolution-Litigation and Arbitration
Representative clients: Immoeast, Dr. Reddy’s, Ixis Bold, ISS, Emerson Corporation, Sonae Sierra, Deutsche Bank, Immofinanz, European Future Group, Investkredit AG.
Most representative projects:
Dr. Reddy’s: purchase of a local pharmacy producer; Ixis: office building; acquisition of America House, with a value of over 120m. EUR, number one transaction in Romania in 2007; Antenna Group Greece: on corporate and regulatory matters; ISS Denmark: on acquisition of shares with Romanian target companies; Emerson Corporation USA: establishment and development of a Greenfield investment (industrial park) in North-Western part of Romania (project value in excess of EUR 300 mil) and of a Greenfield investment (electric motors plant) in southern part of Romania and (iii) an acquisition project of approx. EUR 30 million; Immoeast: acquisition, financing and corporate restructuring of real estate project vehicles for acquisitions in excess of 500 million EUR and development of projects with a value in excess of 1.5 billion EUR; Sonae Sierra: purchase of real estate vehicles, for development of shopping malls in various locations in Romania.
POPOVICI NITU & ASOCIATII
Address: 239, Calea Dorobanti 6th Floor, Bucharest
Phone: 0040 21 317 79 19 Fax: 0040 21 317 85 00 office@pnpartners.ro www.pnpartners.ro
Senior representative: Ernest Popovici - Senior Partner and Florian Nitu - Managing Partner
No. of lawyers/no. of partners: 45/6
Main areas of business practice: Corporate/M&A; Banking, Finance& Capital Markets; Project Finance; Real Estate&Construction; Telecom&IT.
Representative clients:
ArcelorMittal; Auchan; Cargill; EDF; General Electric; Hewlett Packard; Immoeast; Orange; Philip Morris; Xella
Most representative projects worked on in 2007 – 2008 (not more than ten): Advising Immoeast in closing successfully acquisition transactions of approx. 1 billion euros, including the following: Armonia Centre (retail park) in Arad, Radius in Baia Mare and Trident in Constanta in a €245m deal; Polus Centre Constanta in a €190m deal; Euromall Pitesti and Euromall Galati in a €173m combined deal (retail portfolio); S PARK Project, the largest real estate deal in the office sector worth over €105m; Gold Plaza (retail park) in Baia Mare in a €97m deal; Victoria Park – one of the largest independent office buildings network in Romania – a deal worth €60m.; Nokia and Siemens – in connection with their joint venture in Nokia Siemens Network, a project of network infrastructure, communications and networks service platforms, in an overall investment value of $1.5 billion; Cargill – on the Romanian jurisdiction group companies in the acquisition of LNB International Feed in a project exceeding €175m; advising owners of Labormed in connection with the sale of group’s interests in the drugs productions and distribution units, all in a €120m transaction; Oresa Ventures on virtually all their investments/divestitures within the past year, including in connection to: the €35m sale of La Fantana Romania and La Fantana Serbia PPP Project in Slatina for the Local and Regional Transport System; the acquisition of Gemini Capital Consult, the largest Romanian broker for consumer finance services; the partial divestiture from Flamingo International, a joint stock company listed first tier on the Bucharest Stock Exchange; the multimillion acquisition of Bau Profil; Shell Gas in relation to its corporate restructuring in view of its sale to Petrom as well as in connection with the merger control procedures related to the sale to Petrom; SHV – one of the largest Dutch gas companies - in connection with the acquisition of Crimbo Gas – in a €45m deal – one of the largest local players in the GPL industry; Blue Air – largest Romanian low-cost carrier – in connection with the sale of a controlling stake to Aegean Airlines; Fiba Software and Net Consulting in connection with the sale of controlling positions to Asseco Group in a €20m package deal; Tamisa Trading in its multi million joint venture with Montero.
Reff & Associates SCA
correspondent law firm of Deloitte Romania
Address: 4-8 Titulescu St., America House, East Wing, 3rd Floor, Bucharest
AReff@DeloitteCE.com www.deloitte.com/ro/legal
Senior representative: Alexandru Reff, partner
No. of lawyers/no. of partners: 25/2
Main areas of business practice: M&A; Corporate & Commercial; Capital Markets; Banking & Finance; Real Estate
Representative clients: ATE Bank; Bank of Cyprus; Caja Madrid; European Drinks; First Property; Interpublic Group; New Europe Property Investment; SCH Grand (owner of Marriott Hotel); SAFT Power Systems; Tiriac Imobiliare
Most representative projects worked on in 2007 – 2008 (not more than ten): Legal counsel to foreign banks on acquisition of two Romanian banks; sell-side legal counsel in a major deal in the food and beverages industry; legal assistance to various borrowers in relation to loans totaling €230 million; ongoing legal counsel to four banks in relation to loan transactions in Romania (transaction structuring and loan documentation); pre-IPO and IPO advisory to a Romanian IT company contemplating listing on Bucharest Stock Exchange; Romanian legal adviser to New Europe Property Investments plc in the admission on the AIM market in London (total €80 million committed funds); legal counsel to two Bucharest Stock Exchange listed companies in respect of stock option plans; legal counsel to one of the largest UK pension funds in relation to €25 million property acquisitions; legal counsel to a leading property fund (AIM listed) in relation to €30 million property transactions; legal counsel to two Irish property funds, leading players on the Romanian property development market, in connection to acquisitions totalling over €150 million.
Radu Taracila Padurari Retevoescu SCA (RTPR)
Address: 60 Dacia Blvd., 020061 Bucharest 2
Telephone: +40 31 405 7777 Facsimile: +40 31 405 7778
office@rtpr.ro www.rtpr.ro
Senior representative: Dragos Radu, Costin Taracila, Victor Padurari, Alexandru Retevoescu, Mihai Ristici
No. of lawyers/no. of partners: 30/5
Main five areas of business practice: M&A, Banking, Real Estate, Privatization, Telecom
Representative clients: UPC, Enterprise Investors, Copper Beech Group, Citibank, ING, Interbrew, Eurobank, MKB Romexterra Bank, KBC, Regus
Most representative projects: Privatisation of Electrica Muntenia Sud on sell side; Citibank International on a €100m multi-borrower secured syndicated credit facility extended to a group of leading local pharmaceutical companies; Citibank International on a syndicated loan of $500m to a cable company; Alpha Bank AE and other syndicate banks on a €110m syndicated loan to Credit Europe Bank (Romania); Transgaz IPO, acting for the issuer; sale of Artima to Carrefour Romania, acting on sell side; development of Blue Tower by Copper Beech Group, acting on the developer side; New Europe Property Investment in relation to an acquisition of a real estate portfolio comprising 18 properties acting on the buy side; Eurobank Properties REIC in relation to the acquisition of Eliade Tower; MKB Bank Nyrt. in relation to the acquisition of 20 % of MKB Romexterra Bank S.A. from significant shareholders.
SALANS
Address: Str. General Budisteanu 28C, 010775, Bucharest
Bucharest@salans.com www.salans.com
Senior representative: Anda G. Todor, Managing Partner and Christopher D. Berlew, Managing Partner
No. of lawyers/no. of partners: 35/3
Main areas of business practice: M&A, Real Estate; Banking & Finance; Intellectual Property; Dipute Resolution
Most Representative clients:
The Rompetrol Group; Renault; Delphi; GE Real Estate; Anchor Group; Electrabel; Investkredit; Sanofi Aventis; Heitman International; Bank Austria Creditanstalt
Most representative projects:
The Rompetrol Holding SA Switzerland on selling 75% equity shares in The Rompetrol Group to KazMunaiGas of Kazakhstan. TRG was evaluated at USD 3.6 billion; French car maker in connection with the establishment of a EUR 450 million Research and Development center in Romania; advised in connection with EUR 175 million joint venture between GE Real Estate and Helios-Phoenix for construction of warehouses in 7 major cities in Romania; Iulius Grup on its EUR 175 million financing in connection with the refinancing of existing indebtness of a shopping mall portfolio and for the financing of a new shopping mall and an office building in Cluj Napoca; in 2007 Salans was engaged by Anchor Group to negotiate with Eurohypo a loan facility for refinancing an EUR 124 million financing; Salans Bucharest and London offices acted for Heitman International on a joint venture with CEFIN, related to development of warehouses. A deal has been negotiated to develop residential and commercial property in Bucharest; financing of ERA Shopping Park, the largest one in North-East of Romania; acquisition of one of the main distributors in Romania of pre-paid telephone cards. The transaction represented the first step made by PayPoint to expand internationally; Lehman Brothers Real Estate Partners, L.P in acquiring a minority stake in Impact Construction & Development S.A.; Irish real estate development group on the acquisition of a 8.3 hectare land plot near central Bucharest for a shopping mall/high-rise residential development project valued at over EUR 500 million; Southeast Europe Equity Fund II (SEEF II) in connection with the acquisition of the majority stake in Hiperdia SA.; Raiffeisen Zentralbank Oesterrich and Raiffeisen Bank in connection with a financing to GTC for a residential project in Bucharest; the project is worth EUR 68 million; assisted Bank Austria Creditanstalt and Unicredit Tiriac Bank in a financing to GTC of EUR 66 million for a residential project in the north area of Bucharest.
SCHOENHERR SI ASOCIATII SCA
Address: 30 Dacia Bd., 4th&5th Floor Bucharest
office@schoenherr.ro;
www.schoenherr.ro
Senior representative:
Sebastian Gutiu, Managing partner
No. of lawyers/no. of partners: 45/4
Main five areas of business practice:
Mergers &Aquisitions (including capital markets); Real estate; Banking & finance (including project finance and infrastructure); Competition &EU; Arbitration and litigation
Representative clients:
Banca Comerciala Romana; Europolis; Heineken; Julius Baer; OMV-Group; Pirelli SpA; Raiffeisen Zentralbank Österreich AG; Sparkassen Immobilien AG; Uniqa; Vienna Insurance Group
Most representative projects:
Schoenherr assisted Romania’s biggest insurance group, Vienna Insurance Group,in relation to the takeover of 30% of Asirom from businessman Ioan Niculae; assisted Petrom, Romania’s largest company, in relation to the takeover of the LPG division of Shell; assisted Swiss company Atel in relation with the acquisition of 100% of Romanian energy trader Buzmann Industries SRL; assisted Austrian investment fund Europolis in relation to the acquisition of Barbu Vacarescu mixed real estate development from Cefin Real Estate Asset Management.
Schoenherr assisted German group Celesio in relation to the sale of the majority stake of PharmaFarm to Gedeon Richter from Hungary; assisted Swedish group Securitas, one of the biggest players in the world on the security market in relation to the acquisition of 55% of local company CPI security; assisted Heineken N.V, leader of the Romanian beer market in relation to the acquisition of Bere Mures, the second-largest independent player on the domestic beer market.
Tuca Zbârcea & Asociatii
Address: Victoriei Square, 4-8 Nicolae Titulescu Ave., America House, West Wing, 8th Floor, Bucharest
office@tuca.ro www.tuca.ro
Senior representative: Florentin Tuca, Managing Partner and Gabriel Zbârcea, Managing Partner
No. of lawyers/no. of partners: 80/15
Main areas of business practice
M&A; Real Estate; Corporate/Commercial; Litigation and Arbitration; Banking/Finance and Capital Markets; Energy
Representative clients:
Erste Bank/BCR; ArcelorMittal; OMV Group Petrom; CEZ; Carrefour; Zentiva; Colgate Palmolive; Romtelecom; Rothschild Private Equity; BRD – Societe Generale
Most representative projects
Assisted a consortium of banks for the sale of 100% of Romanian insurer Asiban S.A., The deal value is EUR 350 Mln.; successful assistance of Erste Bank in connection with the listing on the Bucharest Stock Exchange in accordance with the recently enacted (both at E.U. and local level) regulations on cross-border listings; assistance in the transaction for the sale of 72.4% stake held by the Romanian State in Daewoo Automobile Romania, representing the Romanian Government. This project has been evaluated at EUR 700,000,000 (the purchase price plus the investments undertaken by the seller); assisting ArcelorMittal in group restructuring process following the merger with Arcelor; assisting PS Wind, an international consortium comprising a leading renewable energy fund operating in Central Europe in connection with the development of a wind farm in Romania and the interconnection thereof with the national energy transport system administrated by Transelectrica SA. The total value of the project is estimated at more than EUR 1bln; assisting CEZ a.s. in the unbundling process (i.e. the separation of electricity supply and electricity distribution both provided by the same entity – Electrica Oltenia – before unbundling), the resulting entities being CEZ Distributie and CEZ Vanzare; the unbundling process has been successfully implemented before the deadline imposed by the EC (1st of July 2007) and at that time was the first one in Romania; assisting La Compagnie Financiere Edmond de Rothschild Banque in connection with a EUR 104 Mln. acquisition of the controlling stake in several residential projects in Bucharest, Brasov and Ploiesti. The projects will include approximately 8,000 housing units, in the wake of investments expected to amount to EUR 1bln; advising OMV Group/Petrom in connection with the sale of 110,000 sqm plot of land located in Baneasa area (Straulesti) to Raiffeisen Evolution. The transaction value exceeds EUR 90 Mln.; assisting Laromet in connection with a EUR 77,5 Mln. transaction for the sale of a 155,000 sqm plot of land to AFI Europe, part of Africa Israel Investments; assisting the main shareholder, Dominus, the Romanian American Enterprise Fund (RAEF) and other minority shareholders in connection with a multi-million Euro transaction for the sale of 75% shareholding held in DoMo to a British investment fund – Equest Investments Balkans. The transaction value exceeds EUR 62,5 Mln; Carrefour in a EUR 55 Mln. transaction for the acquisition of Artima chain of supermarkets comprising 21 outlets.
STOICA & Asociatii
Address: Opera Center II, 2 Dr. N. Staicovici Street, 2nd floor, sector 5, 050558, Bucharest
www.stoica-asociatii.ro; sca@stoica-asociatii.ro
Senior representative: Mr. Valeriu STOICA – Founding Partner
No. of lawyers/partners: 24/8
Main areas of business practice: Litigation; Real estate; Banking Intellectual property; M&A.
Representative clients:
ALRO Romania, Arcelor Mittal, Affichage Holding SA, Daimler AG, BRD – Groupe Societe Generale, IFC Corporation, Deutsche Bank, Primavera Development, Whirlpool Europe.
Most representative projects worked on in 2007 – 2008 (no more than ten):
Assistance in granting a loan in the amount of 56 billion Euro for International Finance Corporation (World Bank Investment Division); assistance in granting a loan in the amount of 42.5 billion Euro for Arena City Center; assistance in granting a loan in the amount of 41 billion Euro for Primavera Development; assistance in obtaining a syndicate loan in the amount of 3.30 billion Euro for Deutsche Bank Agent.; assistance for Affichage Group for the acquisition of billboard advertising companies from Romania; assistance for ALRO SA in the claim for damages for technical accomplishments in the amount of 6.000.000 Euro.
SCA VILAU & MITEL
Address: 6, Londra Street, 1st District, Bucharest
office@vilaumitel.ro www.vilaumitel.ro
Senior representative: Dragos Vilau and Sorin Mitel
No. of lawyers/no. of partners: 25/5
Main areas of business practice: Corporate and M&A; Banking&Finance; Real Estate&Construction; Intellectual Property; Dispute Resolution&Litigation
Representative clients: General Electric; GlaxoSmithKline; Intel Corporation; Adama; Eurocopter; Unicredit Tiriac Bank; Flavus Investitii; Nanette Real Estate Group NV; Raiffeisen Bank Romania
Most representative projects
UniCredit Romania in connection with the merger by absorption of HVB Tiriac into UniCredit Tiriac Bank; Flavus in connection with the acquisition of assets amounting to EUR 92 million within the liquidation procedure of Tractorul UTB. The firm also assisted Flavus Investitii on the successful closing of the state aid investigation opened by EC; Arabesque in connection with a EUR 56 million financing from IFC for the capital expenditure and working capital programs for group operations in Romania and four other countries; Purchase by PPF Investments of an indirect ownership in Continental Group by a private equity project in the hotel industry together consisting of EUR 65-70 million-worth investments for business development. Vilau & Mitel advised the majority shareholder of Continental Group; Nanette, on its real estate projects in Romania with total investment cost estimated at EUR 300 million, both in the acquisition and development stages; Jupiter Realty, in connection with acquisition of lands and buildings in Romania and financing and project finance areas; Ablon Group Limited in connection with its admission to AIM – London Stock Exchange; Eurocopter in connection with the privatisation of IAR Ghimbav SA; ING Real Estate in connection with the approx. EUR 22 million-worth financing granted by KBC bank concerning the project Felicia Shopping Center in Iasi; Medicredit Leasing in connection with a private equity project with Banca Transilvania.
Voicu & Filipescu
Address: Union International Center II 26-28, Stirbei Voda Street, 5th floor Bucharest
Phone: (+4) (021) 314-0200 Fax: (+4) (021) 314-0290
office@vf.ro http://www.vf.ro
Senior representative: Daniel Voicu, Managing Partner and Mugur Filipescu, Managing Partner
No. of lawyers/no. of partners: 41/9
Main areas of business practice: Corporate, M&A; Real Estate & Infrastructure, Banking & Finance; Intellectual Property; Disputes Resolution
Representative clients: Coca Cola; Raiffeisen; UPC; Mars; TBI Leasing; Omniasig; PPF; Bel Rom’ Tehnogrup’ Kronospan
Most representative projects: Assisted the associates of the Coifer group of companies in the sale of the companies to the Polish market leader, Polimex-Mostostal, an EUR 25 million transaction; TBIH Financial Services Group N.V. in the establishment and authorization of Omniasig Pensii for pillar 2 pension system, and the launch of Omniforte pension fund; Bel Rom in the acquisition of 9 hectares of land in Bucharest, for a price of EUR 60 million; the real estate department of KBC Bank NV Belgium in a transaction for the refinancing of the company holding the Felicia shopping center in Iasi; the granted loan was in the amount of EUR 21.6 million; Digital Cable Systems S.A. (controlled by AIG New Europe Fund II LP) during the entire acquisition process of Dial Telecom; the investment fund RC2 (Cyprus) Ltd. in the process of acquisition of the Antares Hotel; Phillip Morris, in three arbitral proceedings on unfair competition with the Bucharest Court of International Arbitration; Bel Rom in the sale process of Promenada Mall – Sibiu to the investment fund North Reof Cuza S.R.L. for a total consideration exceeding Euro 82 million; UPC in a major court case related to the interconnection tariffs regulated by National Regulatory Authority for Communications and Information Technology; Edison SpA Italy in a tender to partner with Termoelectrica SA in modernizing its thermal power plants in Galati, Borzesti and Doicesti.
Zamfirescu Racoti Predoiu
Address: 38 Jean Louis Calderon St., 2nd Sector, Bucharest,
Phone: (+4021) 311.05.17, Fax: (+4021) 311.05.19;
www.zrp.ro; office@zrp.ro
Senior representative: Calin Andrei Zamfirescu, Ioana Racoti
No. of lawyers/partner: 29/6
Main areas of business practice: Arbitration and Dispute Resolution; Banking and Finance; Capital Market; Energy and Natural Resources; Mergers and Acquisitions (in alphabetical order)
Representative clients: Alro, Bancpost, BRD – GSG, GlaxoSmithKline, Johnson & Johnson, Petrom, Raiffeisen Bank, Rompetrol Group, Unicredit Tiriac Bank, Vimetco
Most representative projects: Appointed by Alro to assist it in the entire tender procedure related to the selection of the investors for the commissioning of units 3 and 4 of Cernavoda Nuclear Power Plant; assisted the shareholders of Amgaz Furnizare in selling the entire stock of shares issued by a major Romanian gas supplier; CRH Nederland B.V - provided general legal assistance, with special focus on legal due diligence, corporate issues, commercial agreements, negotiation and closing, in the acquisition process of Elpreco Craiova; Infochem International (Shareholder of Depomures) - granted legal counselling in relation to the sale of its entire stock of shares held into a significant Romanian gas storages operator. The shares were acquired by Gaz de France International; Lapeyre - part of Saint-Gobain Group, assistance in the acquisition process of MTI Impex; Romfelt Real Estate S.A. - assisted it in the entire process of building of the Romfelt Plazza residential and commercial complex; Saint-Gobain Glass - systematic analysis of the labour agreements and of the policies regarding the employees’ security and health; assisted Vimetco, the main shareholder of the largest aluminium producer in Eastern Europe, in a public offer that was successfully closed by the client’s listing on London Stock Exchange. The transaction amounted to USD 500 million; Vimetco – assistance in several financing transactions, each with a value exceeding USD 100 million, the most recent being related to the refinancing of certain syndicated credit line facilities provided by major international banks for various commercial purposes and having a value of USD 190 million.; Vimetco - general legal assistance to our client in the greenfield project of building and commissioning a 1000 MW power plant (together with a local partner).
White & Case Shollenbarger, SCA
Address: 45 Nicolae Filipescu Street, Bucharest
www.whitecase.com
Senior representative: K. Todd Shollenbarger
No. of lawyers/no. of partners: 8/2
Main areas of business practice: M&A; Private Equity; Real Estate; Energy; Tax and Finance
Representative clients: Astral Telecom S.A., CEZ a.s., CSFB, AIG CET Capital Management Ltd., Zentiva, LNM Ispat Sidex s.a., Hilton, Deutsche Bank, HVB Tiriac Bank, EBRD, IFC
Most representative projects: Through other offices in the region: - Represented Aydiner Insaat A.S. with respect to the acquisition of works and services related to design, building and operating of a system for the water supply and processing of waste water to be tendered by Botosani County Council; assisting Sekyra group, a Czech real estate developer, in connection with their anticipated expansion to Poland, Russia, Ukraine, Croatia, Serbia, Romania, Bulgaria and Cyprus; represeted HVB Tiriac Bank in arbitration proceedings brought by Ernall Holdings BV and Ipsicon Consultants Limited
In 2008 - advising an Israeli buyer on the acquisition of a Romanian insurance company; Swiss major international group in the acquisition of a minority stake in Romanian port operations; Czech-based investment group on the creation of Central and Eastern Europe’s largest insurer through a joint venture with an Italian insurance giant that is now serving 28 countries including Romania; Asian financier in a EUR multi hundred million asset financing transaction involving major player on Romanian market; advising major global financier in a financing transaction involving a multinational enterprise group; international bank in connection with the Romanian portion of a USD multi million financing transaction involving international oil processing; Spanish investor - acquisition of land in South-Eastern part of Romania; Spanish real estate developer – representation in relation to a residential development near Bucharest; Austrian real estate developer- retail development on a city in South-Eastern part of Romania; French real estate developer- acquisition of land portfolio for development of commercial properties in Romania; Spanish investor - acquisitions and concessions of land portfolio for development of wind parks in South-Eastern part of Romania
Note: The Bucharest Office was established in January 2008.
WOLF THEISS SI ASOCIATII SCA
Address: Bucharest Corporate Center Gheorghe Polizu str. 58-60, 13th Floor Bucharest,
Tel: +40 21 3088 141 Fax: +40 21 3088 125
bucuresti@wolftheiss.com www.wolftheiss.com
Senior representative: Bryan W. Jardine
No. of lawyers/no. of partners: 31/3
Main areas of business practice: Corporate/M&A, Real estate, Banking & Finance; Litigation/Arbitration.
Representative clients:
Bank Austria Creditanstalt; Deutsche Gesellschaft Fuer Immobillienfonds, Digital Cable Systems, Erste Bank ( BCR), Investkredit, Immoeast, Unicredit Tiriac Bank, JSC KazMunaiGaz Kazakshan, Raiffeisen Bank.
Most representative projects: Investkredit Bank AG- related to a EUR 25 million facility having as its purpose the construction, development of buildings and acquisition of several parcels of real estate; Raiffeisen Zentralbank Oesterreich AG and Raiffeisen Bank S.A. Romania in the drafting of Romanian law security documents in connection with a EUR 120 million loan facility granted for the purpose of refinancing (redemption) of a EUR 120 million Eurobond issue; Bank Austria Creditanstalt AG in connection with a EUR 26.8 million loan facility granted for the purpose of developing a real estate project in Pipera, Voluntari; Trade House “KazMunaiGaz” JSC, Kazakhstan, on the USD 2.7 billion acquisition of a 75% stake in Rompetrol Group N.V., Amsterdam. Wolf Theiss’ role involved assessment of the Rompetrol assets in Romania and any risk factors related thereto; advising the client on matters of relevant Romanian law; SC Digital Cable Systems S.A. on the sale of a ~40% company stake through a share capital increase for EUR 45 million to AIG Capital Partners Inc.; UniCredito Italiano SpA on the completition of the merger by absorption of Unicredit Romania SA into HVB Tiriac Bank SA.; DEGI Beteiligungs GmbH, on the acquisition of three Romanian properties from ECPC (Cyprus) Ltd, a division of European Convergence Property Co plc.; advising Anador BV on a spin-off process to separate its real estate assets from its taxi business and to thereafter negotiate the sale of the new company’s real estate assets to a prominent international real estate developer; Immoeast in regard to the takeover of 25% of a significant Israeli investment group, Adama Holding Limited, developing over 20 real estate projects in Romania.
