Our practice is one of the foremost in Greece with an expertise in both benchmark and mainstream domestic and cross-border transactions.
the team is excellent at all times ... the service you get from Bernitsas on these transactions is top class ... what differentiates them from their competitors is that they have a strong technical competence and work really hard ... they also care passionately about developing relationships with their clients
The Legal 500 EMEA 2020
commercial and solutions-driven ... one of the best in Greece
Chambers Europe 2020
an absolutely top ranking firm … capital market practice is a market leader in Greece … very helpful in solving problematic issues ... their attitude to clients is also remarkably positive … can work on both Greek law and English law based deals
The Legal 500 EMEA 2020
absolutely outstanding … very high quality work under challenging deadlines … very impressed with their work … very responsive ... a high level of partner involvement ... very knowledgeable and reputable in the local market
The IFLR 1000 2020
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
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 Hellenic Petroleum on the issue of a €100m bond loan for the financing of general business purposes. Piraeus Bank SA acted as arranger, bondholder agent, paying agent and subscriber.
Bernitsas Law advised on the Greek leg of the acquisition by the Link group of the Pepper group companies in Ireland, England, Cyprus, Spain and Greece, including a licensed NPL servicing company Greek subsidiary.
We advised Piraeus Bank in connection with the issuance and offering to institutional investors of €500m principal amount of Tier 2 Notes (€500m Notes), the listing of the €500m Notes on the LSE, and PB’s submissions to the SSM for the recognition of the €500m Notes as regulatory capital.
We advised ELLAKTOR SA (Ellaktor) and ELLAKTOR Value Plc (EVP) in connection with the issuance and international offering of €670m principal amount of notes due 2024 issued by EVP and initially guaranteed by Ellaktor, and the listing of such notes on the International Stock Exchange.
We advised Mytilineos SA (Mytilineos) and Mytilineos Finance Partners SA (MFP) in connection with the issuance and international offering of €500m principal amount of notes due 2024 issued by MFP and guaranteed by Mytilineos, and the listing of such notes on the Luxembourg Stock Exchange.
We acted as Greek counsel to Hellenic Petroleum (HP) and Hellenic Petroleum Finance Plc (HPF) in connection with (i) the offering to institutional investors of €500m principal amount of new notes issued by HPF in October 2019 and guaranteed by HP and the listing thereof on the Luxembourg Stock Exchange, and (ii) a liability management exercise involving the acquisition by HPF of its outstanding c.€450m notes due 2021, through a tender offer
We acted as Greek counsel to the refinancing of the Greek Healthcare companies that are controlled by Hellenic Healthcare SaRL, a CVC portfolio company, in connection with their secured and cross-collateralised bond loan facility agreements with Eurobank Ergasias SA for the refinancing of existing facilities and the financing of other corporate needs in several tranches, in the aggregate amount of €360m, governed by Greek law.
We acted as Greek law counsel to a credit services management company in connection with the acquisition under the Greek NPLs law of a portfolio of bank loan and credit receivables (GBV c. €2.4bn) originated by 13 Greek banks placed into liquidation and represented by the appointed single special liquidator (PQH). This is the first transaction of NPLs owned by the liquidation estates of Greek banks placed into liquidation.
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 the amendment and restatement of a €300m multicurrency term facility agreement with Titan Global Finance as original borrower, Titan Cement Company as original guarantor and Titan Cement International SA as new parent, additional borrower and additional guarantor.
We advised OTSM Societe Anonyme of Maintenance Compulsory Stocks and Trading of Crude Oil and Petroleum Products and Hellenic Petroleum SA on a structured finance transaction involving the extension 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.
We advised Piraeus Bank in the first ever transaction in the Greek market that involves both the securitisation of a portfolio of non-performing exposures under commercial real estate loans granted by Piraeus Bank to a group of companies, and a framework agreement on the restructuring arrangements as well as certain transitional arrangements, in connection with the common exposures of the originator bank and of the purchaser of the portfolio which is an entity belonging in Fortress Group.
We advised Olympic Commercial and Tourism Enterprises SA, a member of the Avis Group, on the issue of a €250m bond loan including €60m revolving bonds for the refinancing of existing debt, secured with a floating charge over leased vehicles, with Piraeus Bank SA acting as arranger, subscriber, bondholder, bondholder agent and paying agent.
We acted for Piraeus Bank (PB) and Piraeus Group Finance (PGF) in connection with the issuance and offering to institutional investors of €400m principal amount of dated subordinated notes qualifying as Tier 2 capital instruments under the CRR issued by PGF and guaranteed by PB (notes), the entering into a subordinated loan facility between PGF and PB for the on-lending of the notes proceeds from PGF to PB, the listing of the notes on the Luxembourg Stock Exchange, and PB’s submissions to the SSM for the recognition of the Notes as regulatory capital.
We advised Pimco on its investment in securitisation notes under Project Pillar (involving a portfolio of residential, personal and small business loans) and on its participation in the process for Project Cairo (involving two portfolios of residential, personal and small business loans and a third portfolio of corporate loans) and Project Europe (for the acquisition of a majority shareholding in FPS, a licensed servicing company that is currently fully owned and controlled by Eurobank), all of which projects (Pillar, Cairo and Europe) were launched by Eurobank. Project Pillar is the first securitisation transaction in the Greek market concluded under the EU Securitisation Regulation, involving a large portfolio of residential non-performing loans and three classes of listed and rated securitisation notes (Euronext Dublin).
We advised Titan Cement International SA (TCI) in their voluntary share-for-share exchange offer concerning the ordinary and preference shares of Titan Cement Company SA (Titan), a transaction that aimed to effectively facilitate the relisting of the Titan group through the primary listing of TCI shares on Euronext Brussels with a parallel listing on the Athens Exchange and Euronext Paris.
We advised Santander UK PLC in various capacities including arranger, original lender, agent, security agent and original hedge counterparty, in their entry into an English law governed USD18m facilities agreement with Navarino (UK) Limited.
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.
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.
We advised Eurobank Ergasias SA as bondholder agent, facility agent and hedging bank and Eurobank Ergasias SA, Piraeus Bank SA and Alpha Bank SA as initial bondholders in respect of a €72m bond loan issued by Pylaia SA for the refinancing of existing financing and general corporate purposes in connection with Mediterranean Cosmos Shopping Center, a landmark Greek shopping center located in Thessaloniki.
We advised Hellenic Healthcare Single Member SA (HH), a CVC portfolio company, in connection with its mandatory tender offer made to acquire 100% of Hygeia SA (Hygeia), the leading Greek listed private hospital operator, following completion of its initial acquisition of a c.70.38% therein and Hygeia’s subsequent delisting.
We are advising Andromeda Seafood SL, a company majority owned by Amerra Capital and Mubadala, in connection with its mandatory tender offers made to acquire 100% of each of Nireus Aquaculture, Selonda Aquaculture and Perseus, following completion of the initial acquisition of a majority stake in each such company and their subsequent delisting.
We advised the National Bank of Greece SA, acting as bondholder agent and bondholder and NBG Bank Malta LTD acting as bondholder in their entry into two bond loans issued for the bank financing of the construction and development by Strymonas SA of a 2MW hydropower plant in river Strymonas in Northern Greece, secured over receivables and hydroelectric turbines. The transaction also included intra-group financing.
We acted for Aegean Marine Petroleum Network Inc. as Greek law counsel in connection with the US Chapter 11 proceedings for the confirmation of the reorganisation plan of the company’s group (including its Greek subsidiary maritime companies), the global settlement with the various creditor groups and the comprehensive restructuring of the company’s worldwide operations and capital structure as a wholly-owned subsidiary of Mercuria Energy Group Limited.
We advised Bank of Cyprus PCL acting in various capacities including facility agent, security agent, original lender and revolving lender, in their entry into an amendment and restatement deed for an existing credit agreement and an intercreditor agreement relating to a €55m secured term loan and revolving facility granted to a Cyprus based legal entity running luxury hotel properties on the island of Cyprus.
We advised Astir SA in the issuance of a bond loan by Astir Palace Vouliagmenis for the additional 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, with the National Bank of Greece acting as arranger, bondholder agent and facility agent and National Bank of Greece and NBG Malta acting as subscribers.
We advised JP Morgan Chase Bank NA acting as Collateral Agent, JP Morgan Europe Limited acting as Administrative Agent and JPMorgan Chase Bank NA, BNP Paribas, Citibank, NA, Credit Agricole Corporate and Investment Bank, Deutsche Bank AG New York Branch, HSB Bank PLC and other leading international banks acting as Lenders, in their entry into an amendment and restatement of an €800m credit agreement in for the financing of the Goodyear Group, also involving the Greek group company.
We acted as lead counsel to a major Greek Shipping Group on the $133m refinancing of seven bulk carriers registered under the Cyprus flag, with Credit Agricole Corporate and Investment Bank as senior lender and bondholder.
We advised international investors holding securitisation notes in connection with the transfer of their notes to other international investors.
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.
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.
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.
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.
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.
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.
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.
We acted as Greek law counsel to CVC Capital Partners in the c.€32m financing of their successful acquisition of the Metropolitan Hospital Group through a special purpose company affiliated with CVC.
We advised Hellenic Healthcare in the c.€52.5m financing of its successful acquisition of Hygeia and subsequent mandatory tender offer and squeeze-out process.
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 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.
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 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 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, enabling them to make timely payments of suppliers and other creditors outside Greece.
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.
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 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 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 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 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.
We 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.
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.
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.
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 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 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.
We 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.
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 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.