Our practice is one of the foremost in Greece with an expertise in both benchmark and mainstream domestic and cross-border transactions.
high standards of professionalism and reliability
The IFLR 1000 2018
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
standout team ... maintains its stellar track record in assisting Greek banks with refinancing, restructuring and recapitalisation
Chambers Europe 2018
a strong reputation ... they have a lot to add because they have exposure to the majority of major deals in Greece ... the lawyers are really on top of things; we have never come across a situation where we found ourselves on the back foot ... always pre-emptive
Chambers Europe 2017
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.
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.
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.
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.
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, secured with a pledge over their Swiss bank accounts, and enabling them to make timely payments of suppliers and other creditors outside Greece (in view of the capital controls that currently apply in Greece, imposed in the summer of 2015).
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.
We advised OTSM and HP in their entry into the extension of a financing transaction involving the sale and purchase of compulsory oil stock relating to the financing of the purchase of crude oil and petroleum products, with Eurobank Ergasias acting as bondholder agent and facility agent, and Alpha Bank, Eurobank Ergasias and National Bank of Greece as subscribers.
We advised Hellenic Petroleum SA on the issue of a €400m revolving bond loan for the repayment of the existing bank debt and the financing of general business purposes, with Eurobank Ergasias SA as arranger, bondholder agent and paying agent and Eurobank Private Bank Luxembourg SA, Alpha Bank AE, HSBC France (Athens Branch), National Bank of Greece SA and Piraeus Bank SA as subscribers.
We advised doBank SpA in connection with the servicing platform to be established for non-performing SME exposures of National Bank of Greece SA, Piraeus Bank SA, Alpha Bank AE and Eurobank Ergasias 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.
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.
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.
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).
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.
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.
We advised RCB Bank Ltd, a Cyprus credit institution, on the granting of a €28m term loan to a Greek company for the refinancing of existing bank debt and financing of the development of luxury hotel properties located on the island of Rhodes. The loan was secured over real estate assets and receivables.
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.
Bernitsas Law advised Intrum Group on the acquisition of a €1.5bn NPLs portfolio from Eurobank and on the servicing arrangements for the portfolio.
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.
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.
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.
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.
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.
We advised Eurobank Ergasias on two restructurings and the extension of two bond loans in the aggregate amount of c.€75.3m issued by affiliated companies and secured over real estate assets, receivables and corporate guarantees.
We advised Commerzbank Aktiengesellschaft in respect of the transfer to it by means of hive-down of a Greek secured bond loans portfolio of c.€200m and the related agency role from Hypothekenbank Frankfurt AG (ex. Eurohypo AG) and the subsequent sale and transfer of the portfolio and related agency role from Commerzbank Aktiengesellschaft to Eurobank Ergasias.
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.
We advised Apollo Investment ΗoldCo, a company indirectly controlled by AGC Equity Partners, in connection with its mandatory tender offer (MTO) made to acquire 100% of Astir Palace Vouliagmeni (Astir), and the delisting of Astir’s shares from the Athens Exchange, following the award of the international tender of the Hellenic Republic Asset Development Fund (HRADF) and the National Bank of Greece for the privatisation and re-development of Astir.
We advised Eurobank Ergasias SA on the restructuring of one bond loan in the aggregate amount of c.€109m issued by a Greek societe anonyme and secured over receivables (including from a concession agreement) and shares.
We acted for HSBC Bank as Agent and ABN AMRO, Alpha Bank (London Branch), National Bank of Greece (London Branch), Eurobank Private Bank Luxembourg, Piraeus Bank, HSBC Bank, Société Générale and Raiffeisen Bank International as Original Lenders in respect of a €300m multicurrency term facility agreement with Titan Global Finance as Original Borrower and Titan Cement Company as Original Guarantor.
We advised Bayerische Landesbank, BHF-Bank Aktiengesellschaft, Commerzbank Aktiengesellschaft, DZ Bank Deutsche Zentral-Genossenschaftsbank, Frankfurt am Main, Landesbank Baden-Württemberg, NIBC Bank Deutschland, SEB and Société Générale, Frankfurt Branch as original lenders, Commerzbank Finance & Covered Bond as agent and Commerzbank Aktiengesellschaft, Filiale Luxemburg as security agent in connection with the latest amendment and restatement of a €145m term loan and multi-currency revolving senior facilities agreement to a German based worldwide healthcare company.
We acted for Hellenic Petroleum in connection with the issue of a €400m revolving bond loan with National Bank of Greece as arranger, bondholder agent and paying agent and National Bank of Greece, Eurobank Ergasias, Alpha Bank and Piraeus Bank as subscribers.
We advised Piraeus Group Finance as issuer and Piraeus Bank as guarantor, in relation to the re-establishment of their €5bn Euro-Commercial Paper Programme (ECP). ING Wholesale Banking, UBS Investment Bank and Piraeus Bank acted as dealers.
We advised Deutsche Bank AG Filiale Deutschlandgeschäft as security agent and facility agent and Deutsche Bank AG Filiale Deutschlandgeschäftluxembourg, Commerzbank Aktiengesellschaft and Raiffeisenlandesbank Oberösterreich Aktiengesellschaft acting as original lenders, in connection with the amendment and increase of a €82.5m facilities agreement for the financing of the Schur Flexibles Group, the security for which included two Greek law pledges over the shares of a Greek société anonyme.
We acted for EIB as lender in connection with a €25m finance contract secured by an upstream guarantee granted by an English affiliate of the Greek co-borrower, an entity involved in the telecommunications and software systems sector.
We advised HSBC Bank, Merrill Lynch International, Société Générale, Alpha Bank, Credit Suisse Securities (Europe), Eurobank Ergasias, National Bank of Greece, Raiffeisen Bank International acting as the Managers in relation to the invitation by Titan Global Finance to holders of its outstanding 8.75 per cent. Notes due 2017 to tender their Notes for purchase by Titan for cash and the issue and sale by Titan of €300m 3.50 per cent Notes due 2021 guaranteed by its parent, Titan Cement Company.
We 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). Deutsche Bank AG, London Branch acted as arranger and as dealer, together with a number of international credit and financial institutions.
We advised Ηellenic Petroleum SA (HP) and Hellenic Petroleum Finance Plc (HPF) on a tender offer for the purchase by HPF of notes due in 2017, issued by HPF, guaranteed by HP and listed on the Luxembourg Stock Exchange, and on the issue of €375m new notes by HPF, guaranteed by HP, due in 2021 and listed on the Luxembourg Stock Exchange, with Credit Suisse Securities (Europe) and HSBC Bank as global coordinators and together with Alpha Bank, Eurobank Ergasias, National Bank of Greece and Piraeus Bank as joint bookrunners.
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.
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.
We advised Citigroup, Deutsche Bank, HSBC Bank and the Co-Managers in connection with the issue and sale by OTE PLC of €350m 4.375% Notes due 2019, pursuant to its €6.5bn Euro Medium Term Note Programme guaranteed by the Hellenic Telecommunications Organization.
We advised Bayerische Landesbank, BNP Paribas, Niederlassung Deutschland, Commerzbank, HSBC Trinkaus & Burkhardt and UniCredit Bank as bookrunners and mandated lead arrangers, Commerzbank International as agent and Bayerische Landesbank, BNP Paribas Fortis, Niederlassung Deutschland, Commerzbank, HSBC Trinkaus & Burkhardt, UniCredit Bank, Barclays Bank, DZ Bank, Euler Hermes Deutschland, Landesbank Baden-Württemberg, Landesbank Hessen-Thueringen Girozentrale, Norddeutsche Landesbank Girozentrale, Zurich Insurance, KfW and KfW IPEX-BANK as original lenders, in connection with a €950m multi-currency guarantee facility agreement secured by an upstream guarantee by a Greek affiliate of the borrower, a German manufacturer and distributor of standardized electro-mechanical components parts and assemblies in the renewable energy sector.
We advised Bayerische Landesbank, BNP Paribas Fortis, Commerzbank, HSBC Trinkaus & Burkhardt and UniCredit Bank as bookrunners and mandated lead arrangers, Commerzbank International as agent and Bayerische Landesbank, BNP Paribas Fortis, Commerzbank, HSBC Trinkaus & Burkhardt and UniCredit Luxembourg as original lenders, on a €450m bridge and term loan facilities agreement secured by an upstream guarantee by a Greek affiliate of the borrower, a German manufacturer and distributor of standardized electro-mechanical components parts and assemblies in the renewable energy sector.
We advised Eurobank Ergasias on its c.€2.8bn equity capital raising in the context of the second recapitalisation of the Greek systemic banks made in 2014, pursuant to a public offering of new shares in Greece and an international offering of new shares to eligible investors, including to a group of cornerstone investors and their listing on the Athens Exchange.
We advised the Famar Group on a €150m senior facilities agreement by Jefferies Finance, Alpha Bank (London Branch), Eurobank Private Bank Luxembourg, Piraeus Bank, National Bank of Greece (London Branch), Bankinter and Credit Lyonnais as initial lenders to a member of the Famar Group secured by upstream guarantees granted by Famar Group companies (including three Greek affiliates of the borrower).
We advised a private equity firm on the refinancing of Ideal Standard International’s existing debt (involving banks and non-banks) by means of an exchange offer to holders of 11.75% €275m senior secured notes due 2018 to exchange those notes with various series of new notes secured by upstream guarantees by the Ideal Standard group companies and by asset security.
We advised international funds in relation to the securitization of consumer credit and credit card receivables with a value of approximately €190m residential mortgage loans receivables with a value of approximately €124m originating from a leading player in the Greek residential loans market, on the initial servicing arrangements for these receivables and on the replacement of the servicer.
We advised Hellenic Petroleum Finance (HPF) and Hellenic Petroleum (HP) in connection with a Eurobond Issue by HPF in the amount of €500m, guaranteed by HP with Alpha Bank, Credit Suisse, Eurobank Ergasias, HSBC and NBG Securities acting as joint bookrunners and joint lead managers.
We advised Alpha Bank, HSBC Bank, JP Morgan Securities, Eurobank Ergasias, NBG Securities and Société Générale acting as joint bookrunners in connection with a €300m Eurobond Issue by Titan Global Finance guaranteed by Titan Cement Company.
We advised Hellenic Petroleum in its capacity as guarantor and Hellenic Petroleum Finance in its capacity as Issuer in connection with a €325m Eurobond Issue.
We advised Hellenic Petroleum (HP) in relation to a dual facility arrangement involving a €50m credit facility agreement granted by HSBC Bank, Barclays Bank and Credit Agricole (Suisse) to Hellenic Petroleum Finance (HPF) and guaranteed by HP and a €350m bond loan issued by HP with the guarantee of HPF and subscribed by Alpha Bank, Attica Bank, Eurobank Ergasias, HSBC Bank, National Bank of Greece and Piraeus Bank.
We advised Alpha Bank, Citigroup Global Markets, Credit Suisse Securities (Europe), NBG Securities, Piraeus Bank and HSBC Bank, acting as joint bookrunners, in connection with a €350m Eurobond issue by Motor Oil Finance and guaranteed by Motor Oil (Hellas) Corinth Refineries.
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.