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Our practice is one of the foremost in Greece with an expertise in both benchmark and mainstream domestic and cross-border transactions.

excellent lawyers' efficiency and speed ... accurate and on schedule ... I was impressed with their breadth of knowledge in Greek banking law and regulation

Chambers Europe 2019

what differentiates it from its competitors is that it has a strong technical competence and works really hard ... it also cares passionately about developing relationships with its clients ... we've used Bernitsas for financial projects extensively over the last decade .... the team is top tier in Athens

The IFLR 1000 2019

fantastic practice in banking and finance ... well up to speed with developments in the market – their partners are available and on top of things

Chambers Europe 2018

the team has the in-depth understanding of both the legal and business particularities necessary for these complex transactions

Chambers Europe 2018

always excellent ... practical, balanced, business-oriented advice

The Legal 500 EMEA 2018

high standards of professionalism and reliability

The IFLR 1000 2018

standout team ... maintains its stellar track record in assisting Greek banks with refinancing, restructuring and recapitalisation

Chambers Europe 2018

We act for international and domestic banks, investment firms and other financial institutions, insurance companies, funds and public and private companies which do business in Greece.

Over the last three decades, we have participated in the vast majority of significant deals to have taken place in terms of both complexity and value and have structured and executed numerous pioneering transactions. An integral part of our practice is drafting and reviewing complex documentation, including for the refinancing, rescheduling or restructuring of borrowers, in most cases involving security over assets located in Greece or corporate guarantees by Greek companies.

The Firm works with international investment banks, regularly interfacing with the regulators, to develop financing and capital raising techniques. We represent the full range of stakeholders (corporates, credit and financial institutions and, with respect to State controlled corporates, the Hellenic Republic) and have unrivalled experience in acting in equity and debt capital markets transactions across a variety of industry sectors including financial, telecommunications, energy, gaming, utilities, pharmaceuticals, food and retail.

Banking & Finance

We provide comprehensive services to all market participants in lending, corporate finance, securitisations and leveraged, acquisition, asset and structured finance. We have extensive experience in a wide variety of financing techniques with a particular specialisation in bond issues, securitisations, sale and management of non-performing exposures and restructurings. We have closely followed the development of the recent legal and regulatory framework pertaining to non-performing loans and non-performing exposures, representing Greek and international institutions.

Capital Markets

We have a recognised expertise in capital markets transactions involving listed, private and State controlled companies. Our team advises on a wide variety of debt and equity transactions, including IPOs, secondary offerings, private placements and tender offers.

Financial Services Regulation

Advising on managing risk and on compliance with regulations are key sectors of our practice. We believe in keeping clients one step ahead of regulatory developments which will have a material impact on their business. Our team also advises on reporting procedures and investigations by regulatory bodies as well as corporate governance and disclosure requirements. We have repeatedly provided advice on regulatory capital of credit institutions and on recovery and resolution of credit institutions, as well as the eligibility criteria for ECB collateral. We are members of the ECB’s law panel and of the SRB’s law panel.

Foreign Direct Investment

We have years of experience in advising foreign investors on the assessment, structuring and implementation and regulatory, legislative and licensing aspects of their investments in Greece in the private and public sectors. Our team also advises on the mitigation of risks associated with potential investments and the fast track procedures in place which encourage inward investment.

Restructuring & Insolvency

We advise lenders and borrowers on distressed situations. Our team is experienced in refinancings, liquidations, debt reschedulings and restructurings of solvent companies with financial difficulties and insolvent companies. We also advise on administrations, workouts and receiverships.

Securitisations

We have repeatedly worked on the structuring and implementation of securitisation transactions, with listed or non-listed notes, including with respect to servicing arrangements and the replacement of appointed servicers. In this context, we have issued Greek legal opinions for securitisation transactions, for the benefit of a variety of institutions, including credit rating agencies, drafted and reviewed securitisation transaction documents and the description of the securitized portfolio and have provided advice on legal and regulatory issues in connection with the relevant portfolio.

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Recognitions

€60.3m PPP for Development and Financing of Broadband Infrastructure in Rural Areas

We advised National Bank of Greece SA as bondholder agent and bondholder and NBG Bank Malta LTD as bondholder on the term extension and amount increase of two bond loans issued for the bank financing of a concession contract between a consortium comprised of Intrakat Constructions, Intracom Holdings and Intrasoft International and the Society of Information for the development and exploitation of broadband infrastructures in rural areas of Greece (LOT 2) by way of a PPP.

Secured SME NPL Portfolio and REO Portfolio Acquisition

We advised Apollo Global Management in the acquisition from Alpha Bank by a consortium of funds managed by Apollo affiliates and IFC of a mixed pool of non-performing loans (the NPL Portfolio) to Greek SMEs mainly secured by real estate assets, and a pool of real estate assets repossessed by Alpha Bank and Alpha Leasing (the REO Portfolio) in Greece, with total on-balance sheet gross book values of c. €1bn and €56m respectively, and the subsequent securitisation of the NPL Portfolio and sale and transfer of the REO Portfolio.

Secondary Sale of a Consumer Loan and Credit Card NPL Portfolio

We advised Waterfall Asset Management LLC and the European Bank for Reconstruction and Development (EBRD) in: (a) their co-investment structure with B2Holdings, implemented through a secondary sale to Hellas 3P Investment DAC for the acquisition of an NPLs portfolio originated by Alpha Bank and originally acquired by Ultimo Portfolio Investment (Luxembourg) SA (the Venus portfolio); and (b) the accession by H3P to the existing interim servicing arrangements and then the entering into by H3P into servicing arrangements involving three licensed servicing companies and a licensed servicer coordinator.

Acquisition Finance of Consumer Loan and Credit Card Portfolio

We advised the European Bank for Reconstruction and Development (EBRD), the International Finance Corporation (IFC) and Balbec Capital LP as senior bondholders in their financing of the acquisition of a consumer loan and credit card portfolio of an aggregate balance of c. €2,238m (the Arctos portfolio) sold and transferred by Piraeus Bank to APS Delta SA Compartment ARCTOS, a member of the APS Holding group.

Securitisation of Trade Receivables

We advised the European Bank for Reconstruction and Development (EBRD) as noteholder of class A notes in connection with a securitisation of trade receivables under operating lease agreements, originated by Autohellas SA, a leading player in the Greek auto lease market, involving notes issued by the securitisation SPV, listed and rated on the Irish Stock Exchange.

doBank Establishment of Servicing Platform for Non-Performing SMEs

We advised doBank SpA in connection with the servicing platform to be established for non-performing SME exposures of Alpha Bank AE, Eurobank Ergasias SA, National Bank of Greece SA and Piraeus Bank SA, the first project of this type in Greece including all four Greek systemic banks (Project Solar). The platform will operate in accordance with the provisions of the recent legal and regulatory framework on non-performing bank loans (Law 4354/2015) and is intended to facilitate the securitisation of the relevant SME portfolios under Law 3156/2003.

Servicing Arrangements in Respect of a Transferred €3.7bn NPL Portfolio

We advised Cepal in their entry into an interim servicing agreement for the servicing of a non-performing loan (NPL) consumer loan and credit portfolio of an aggregate balance of €3.7bn (the Venus portfolio), sold and transferred by Alpha Bank to Ultimo Investment (Luxembourg) SA, a member of the B2Holding group. This is the second NPL portfolio sale and transfer by a Greek systemic bank.

Hellenic Petroleum €400m Revolving Bond Loan

We advised Hellenic Petroleum on the issue of a €400m revolving bond loan for the financing of general business purposes. Eurobank Ergasias SA acted as arranger, bondholder agent and paying agent and Eurobank Ergasias SA, Alpha Bank AE and National Bank of Greece SA acted as subscribers.

Titan Relisting on Euronext Brussels, Euronext Paris and the Athens Exchange

Bernitsas Law advised Titan Cement International SA (TCI) on the proposed voluntary share-for-share exchange offer concerning Titan Cement Company SA (Titan), a transaction that aimed to effectively relist Titan group on Euronext Brussels through the primary listing of TCI shares on Euronext Brussels with a parallel listing on the Athens Exchange and Euronext Paris.

Artemis Portfolio Advice

We have been advising on an ongoing basis Thea Artemis, a servicing platform for the €1.3bn portfolio of non-performing loans (NPLs) disposed by Attica Bank, Greece’s fifth largest bank (the Artemis Portfolio), on of a number of transactions for the restructuring of corporate secured NPLs of the Artemis Portfolio.

Commodity Prepayment Facility

We advised VTB Capital PLC and VTB Capital Trading Limited, London, Zug Branch as buyers in respect of the upsizing and novation of a commodity prepayment facility related to the sale and purchase of homogenized aluminium with an available prepayment amount of €80m and concluded with Mytilineos Holdings, a key player in the Greek energy sector, as seller.

OTSM and HP Financing Transaction

We advised OTSM Societe Anonyme of Maintenance Compulsory Stocks and Trading of Crude Oil and Petroleum Products (OTSM) and Hellenic Petroleum SA (HP) on a structured finance transaction involving the issue of a €50m bond loan and the sale and purchase of compulsory oil stock, with Eurobank Ergasias acting as bondholder agent and facility agent, and Alpha Bank, Eurobank Ergasias and National Bank of Greece as subscribers.

PIMCO Indirect Investment in Qualco

We advised PIMCO in connection with an indirect investment in the Qualco Group of companies, including the corporate reorganisation of the Qualco group and the requirements for the approval by the Bank of Greece of the acquisition by PIMCO of an indirect shareholding in a Qualco subsidiary, which is a licensed servicing company for NPLs.

Investment of Ellington Funds in Thea Artemis Servicing Platform for €1.3bn NPLs Portfolio

Bernitsas Law acted as Greek counsel to Ellington Management Group in connection with the investment of Ellington Funds in Thea Artemis, a licensed servicing platform for non-performing loans, which was formed in July 2017 through a partnership between Attica Bank and Aldridge EDC. Thea Artemis acts as a servicing platform for the €1.3bn portfolio of NPLs disposed of by Attica Bank (the Artemis Portfolio).

Restructuring of €145m Loan and Facilities Agreement in Healthcare Sector

We advised Commerzbank Aktiengesellschaft, DZ Bank AG Deutsche Zentral-Genossenschaftsbank, Frankfurt am Main, Skandinaviska Enskilda Banken AB (publ) Frankfurt Branch, NIBC Bank Deutschland AG and Société Générale SA Frankfurt Branch as mandated lead arrangers, Commerzbank Finance & Covered Bond SA as facility agent, Commerzbank Aktiengesellschaft, Filiale Luxemburg as security agent and various financial institutions as original lenders on the restructuring of a €145m term loan and multi-currency revolving senior facilities agreement to a German based worldwide healthcare company.

Titan €100m Guaranteed Notes Issue

We advised HSBC Bank Plc and Société Générale (Joint Active Bookrunners), National Bank of Greece and Raiffeisen Bank International (Joint Bookrunners and together with the Joint Active Bookrunners, the Managers) and Wells Fargo Trust Corporation Limited (Trustee) in the issuance and offering by Titan Global Finance Plc (TGF), a wholly owned subsidiary of Titan Cement Company SA (Titan), of €100m guaranteed notes due 2024 guaranteed by Titan.

Elpedison Power Bond Loans

We advised BNP Paribas Securities Services, Intesa Sanpaolo SpA, Banca IMI SpA, HSBC Bank plc and Edison International Holding NV in relation to a c.€81m bond loan, Eurobank Ergasias SA, Alpha Bank AE, Piraeus Bank SA and HSBC Bank plc in relation to a c.€81m bond loan and Eurobank Ergasias SA, Alpha Bank and Piraeus Bank in relation to a c.€52m bond loan, all issued by Elpedison Power Generation.

OTE Plc €400m Guaranteed Notes Issue

We advised Deutsche Bank AG, London Branch, Morgan Stanley & Co International plc (the Lead Managers), Alpha Bank, Eurobank, National Bank of Greece and Piraeus Bank (the Co-Managers and together with the Lead Managers, the Managers) in the issuance and offering by OTE Plc, a wholly owned subsidiary of the Hellenic Telecommunications Organization SA (OTE), of €400m guaranteed notes due 2022, guaranteed by OTE under their €6.5bn Global Medium Term Note Programme.

USD40m Credit Framework Agreement in Energy Sector

We advised Credit Suisse (Switzerland) Ltd. in their entry into a USD40m credit framework agreement governed by Swiss law, with a major company in the Greek energy sector as borrower, enabling them to make timely payments of suppliers and other creditors outside Greece.

Hellenic Petroleum USD260m Bond Loan

We advised Hellenic Petroleum SA, on the issue of a USD260m revolving bond loan for the repayment of the existing bank debt and the financing of general business purposes. Eurobank Ergasias SA acted as arranger, bondholder agent and paying agent and Eurobank Ergasias SA and Eurobank Cyprus LTD as subscribers.

Eurobank Redemption of Preference Shares

We advised Eurobank Ergasias (ERB) in connection with the redemption of the €950,125,000 nominal value preference shares it had issued to the Hellenic Republic under the Greek State bank liquidity support programme in consideration for cash and €900,000,000 principal amount of subordinated notes, qualified as Tier 2 capital instruments under the Capital Requirements Regulation (CRR), aimed at preserving the capital base of ERB in light of the disqualification of its preference shares as part of its regulatory capital as of 1 January 2018.

Hellenic Petroleum €300m Revolving Bond Loan

We advised Hellenic Petroleum SA on the issuance of a €300m revolving bond loan for the repayment of existing bank debt and the financing of general business purposes. The National Bank of Greece acted as arranger, bondholder agent and paying agent and National Bank of Greece and NBG Malta as subscribers.

Titan Global Finance Tender Offer and Guaranteed Notes Issue

Bernitsas Law acted as Greek law counsel to (a) the Dealer Managers in connection with the successful tender offer made by Titan Global Finance Plc (TGF), a wholly owned subsidiary of Titan Cement Company SA (Titan), to holders of TGF’s 4.25% guaranteed notes due July 2019 of principal amount €300,000,000 and outstanding principal amount €287,170,000 to tender any or all of their notes for purchase by TGF; and (b) the Joint Global Coordinators, Bookrunners and Co-Managers in connection with the successful issuance and offering of €250m guaranteed notes due 2024, issued by TGF and guaranteed by Titan.

Intrum Justitia Purchase of €1.5bn NPLs from Eurobank

Bernitsas Law advised Intrum Group on the acquisition of a €1.5bn NPLs portfolio from Eurobank and on the servicing arrangements for the portfolio. This is the first NPL transfer transaction in the Greek market under the recently enacted legal and regulatory framework.

Astir Palace Vouliagmenis €265m Bond Loan

We advised the Astir Group and sponsors, including AGC Equity Partners, on the issue of a €265m bond loan by Astir Palace Vouliagmenis for the refinancing of existing bank debt and financing of the refurbishment, reconstruction and development of the Astir luxury hotel properties, a landmark Greek hotel, and the Astir marina located on the Athens Riviera. The National Bank of Greece acted as arranger, bondholder agent and facility agent and National Bank of Greece and NBG Malta as subscribers. The loan was secured over real estate assets, receivables, shares and corporate guarantees.

Hellenic Petroleum Finance Notes Issue

Bernitsas Law acted as Greek counsel to Hellenic Petroleum (HP) and Hellenic Petroleum Finance Plc (HPF) in connection with the offering of €74.5m principal amount of new notes issued by HPF and guaranteed by HP to institutional investors, including the Black Sea Trade and Development Bank and the European Bank for Reconstruction and Development, through a private placement.

Placement of a 3.5% Stake in Jumbo SA

We acted as Greek law counsel to Citigroup on the successful placement of a 3.5% stake in Jumbo, a local leading retailer, to international institutional investors through an accelerated bookbuilding process.

Placement of 20% Stake in Grivalia Properties REIC

We acted as Greek law counsel to Eurobank Ergasias on the successful placement of its 20% stake in Grivalia Properties REIC through an accelerated bookbuilding process at a total consideration of c.€180m (Placement) to international and domestic institutional investors, including to Fairfax’s subsidiaries and funds whose investment manager is PIMCO.

Alpha Bank Joint Venture with Centerbridge

We advised Alpha Bank on their innovative joint venture with Centerbridge Partners for the establishment and operation of an innovative integrated servicing platform for non-performing bank loans in the Greek market, which is the first licensed servicing company under the very recent Greek legislative and regulatory framework on servicing and transfers of NPLs and has recently started its servicing operations.

Wert Red Mandatory Tender Offer to Acquire Trastor

We advised Wert Red, a company indirectly controlled by Värde Partners, in connection with its mandatory tender offer (MTO) made to acquire 100% of Trastor, a Greek listed real estate investment company, following completion of Trastor’s rights issue which resulted in Wert Red holding c.54% of the voting rights in Trastor.

Astir Palace Vouliagmeni Resort Acquisition

We advised Jermyn Street Real Estate Fund IV LP, a fund managed by AGC Equity Partners, acting through its subsidiary Apollo Investment ΗoldCo (Apollo), in connection with the acquisition of 100% of the Astir Palace Vouliagmeni resort (Astir) by Apollo pursuant to a privatisation transaction with the Hellenic Republic Asset Development Fund (HRADF) and the National Bank of Greece and subsequently a mandatory tender offer made by Apollo to the remaining minority shareholders of Astir.

Piraeus Group €25bn Euro Medium Term Note Programme

Bernitsas Law advised Piraeus Group Finance as issuer and Piraeus Bank as issuer and guarantor, in relation to the initial establishment in 2004 and thereafter on the annual update of their €25bn Euro Medium Term Note Programme (EMTN). Goldman Sachs International currently acts as arranger and dealer, together with a number of international credit and financial institutions acting as dealers.

OTE Group €6.5bn Euro Medium Term Note Programme

Bernitsas Law advised the arranger and the dealers in relation to the initial establishment in 2001 and thereafter on the annual update of the €6.5bn Euro Medium Term Note Programme (EMTN) established by OTE PLC and guaranteed by OTE SA. HSBC Bank Plc currently acts as arranger and dealer, together with a number of international credit and financial institutions acting as dealers.

Eurobank Recapitalisation (2015)

We advised Eurobank Ergasias on its c.€2.038bn capital raising made to address its capital requirements determined by the ECB/SSM following the comprehensive assessment of the Greek systemic banks, effected through an international and domestic private placement of new shares to eligible investors, including cornerstone investors and a liability management exercise effectively involving the exchange of Tier 1, Tier 2 and certain senior securities issued by Eurobank or a subsidiary with the guarantee of the bank into new shares in Eurobank.

OTE PLC Tender Offers (2015)

We advised Citigroup, Deutsche Bank and HSBC Bank in connection with the invitations made by OTE PLC to holders of its outstanding (a) €900m 4.625 % Notes due 2016 and (b) €7bn 7.875% Notes due 2018 to tender their Notes for partial repurchase for cash.

Coca-Cola Relisting

We advised Credit Suisse in its capacity as financial adviser and listing agent of Coca-Cola HBC (CCHBC) in connection with the structuring and execution of the relisting of Coca-Cola Hellenic Bottling Company (CCH) pursuant to a voluntary exchange offer made by CCHBC to acquire 100% of CCH and the subsequent relisting of CCH through CCHBC on the premium segment of the official list of the UKLA, its listing on the New York Stock Exchange and its parallel listing on the Athens Exchange, with a transaction value of €5bn.

  • lending: secured, unsecured, syndicated, bi-lateral
  • corporate financings, re-financings
  • acquisition finance: leveraged buyouts, high yield debt transactions, subordinated, mezzanine and senior debt financings
  • financial leasing
  • asset finance
  • OTC derivatives, collateral arrangements
  • asset securitisation
  • sale and management of non-performing exposures and credit card portfolios
  • export credit finance
  • sale and leaseback
  • underwritings
  • bond issues
  • funded participation arrangements
  • private banking
  • venture capital
  • factoring and true sale arrangements
  • international trade finance: letters of credit, bank guarantees, retention of title clauses
  • debt restructurings and workouts
  • security: government guarantees, repos of bonds, coupons issued by the Hellenic Republic
  • transfer of securities: forward purchase agreements, escrow agreements
  • establishment and operation of representative and branch offices of banks and financial institutions
  • assignment of funds granted by European institutions
  • domestic and cross-border electronic banking and financial services
  • mergers and acquisitions of banks and financial institutions
  • domestic and cross-border consumer credit: residential loans, credit cards
  • effect of European Union Banking Directives and Regulations, including European Central Bank Directives in context of the Single Supervisory Mechanism
  • regulatory framework governing banking, finance and capital markets activities
  • initial public and secondary equity and debt offerings
  • primary and secondary listings of State controlled and private companies on the Athens Exchange
  • tender offers for listed share acquisitions
  • equity and debt securities rights issues
  • private and institutional placements of equity and debt securities
  • delisting of shares from the Athens Exchange
  • transactions in financial instruments, including: derivatives, bonds, repos and options

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