A multijurisdictional Clifford Chance team from the Bucharest and London offices has advised the consortium of investment banks in connection with the update of Banca Transilvania’s bond issuance program and the largest bond issuance in Central and Eastern Europe, worth EUR 1 billion, successfully launched by Banca Transilvania on international markets.
The bonds will be listed on the Euronext Dublin Stock Exchange.
The Clifford Chance team included Radu Ropota (Partner) and Cosmin Mitrica (Associate) from the Banking & Finance and Capital Markets practice of the Bucharest Clifford Chance office, and Kate Vyvyan (Partner) and Russell Harris (Senior Associate) – Clifford Chance London, respectively.
Radu Ropota, Partner at Clifford Chance and coordinator of the advisory team, says: "Congratulations to Banca Transilvania on another first-of-its-kind transaction, which reinforces its reputation as a leading Romanian issuer on the international stage, in a global context marked by uncertainty and volatility. The success of the latest bond offering, which was oversubscribed by nearly four times, confirms that experienced investors will always place their trust in the fundamentals of a solid business with clear performance indicators and a well-designed strategy.
We take pride in having worked once more alongside leading investment banks and the Banca Transilvania team on a transaction that validates both the potential of the Romanian bank and the investors’ interest in our country. As more local entrepreneurial companies establish themselves as national champions and acknowledge the benefits of capital market financing, we will see more such landmark transactions in the region.”
The latest deal adds to Clifford Chance Badea's track record of representative Capital Market projects and consolidates a long-standing collaborative relationship with Banca Transilvania.
Recently advised projects include:
• Banca Transilvania's first AT1 bond issue and the largest in Central and Eastern Europe - Clifford Chance advised the consortium of investment banks in connection with the EUR 500 million AT1 bond issue launched by Banca Transilvania on international markets:
• Banca Transilvania's first sustainable bonds issue denominated in RON - Clifford Chance advised the arrangers BT Capital Partners, Banca Comerciala Romana, Raiffeisen Bank and Alpha Bank Romania in Banca Transilvania's successful first sustainable bonds issue denominated in RON, which raised a record RON 1.5 billion;
• Banca Transilvania's MTN programmes
- Advising the arrangers Morgan Stanley and BT Capital Partners in connection with the establishment of Banca Transilvania's first MTN Programme, of EUR 1 billion, as well as in relation to the inaugural offer of EUR 500 million launched within the programme (2023);
- Advising the arrangers JP Morgan SE, Citigroup Global Markets Europe AG, ING Bank N.V and BT Capital Partners, as co-manager, in connection with the launch of Banca Transilvania's second MTN programme of EUR 1.5 billion and the bank's first ESG bonds issue of EUR 500 million;
- Advising the arrangers J.P. Morgan, Morgan Stanley, Nomura and ING Bank and BT Capital Partners (as co-manager) in the transaction in which Banca Transilvania sold ESG bonds worth EUR 700 million on international markets (2024).
As market maker, Clifford Chance Badea's Capital Markets practice has built an extensive portfolio of representative transactions, with its most recent projects including:
1.Advising Electro-Alfa International on its initial public offering of newly issued shares following a capital increase (IPO), worth approximately RON 580 million (EUR 115 million);
2. Advising the consortium of investment banks in connection with the EUR 600 million bond issue launched by DIGI Romania and listed on the Euronext Dublin stock exchange;
3. Advising Cris-Tim Family Holding in connection with the initial public offering worth RON 454.35 million, valuing the company at RON 1.33 billion;
4. Advising NEPI Rockcastle in its most recent green bonds issues in 2025 worth EUR 500 million, listed at the Euronext Stock Exchange in Dublin;
5. Advising Electrica in its historic and successful first green bond issue on foreign markets, which was oversubscribed more than 11 times and raised EUR 500 million;
6. Advising the arrangers Citi, Erste, HSBC, JP Morgan and Societe Generale in relation to Romania's inaugural green bonds offer due in 2036, which attracted EUR 2 billion. The Clifford Chance lawyers were also involved in the drafting of Romania's Green Bond Framework by the Ministry of Finance, with technical assistance from the World Bank and external advice from Citibank and HSBC investment banks;
7. Advising Premier Energy, one of the largest renewable energy players in Romania and the Republic of Moldova, in relation to the IPO and listing on the Bucharest Stock Exchange, amounting to approximately RON 700 million;
8. Advising the arranger banks in connection with Hidroelectrica's historical listing, the largest IPO in Romania so far, with a total value of RON 9.3 billion/ EUR 1.6 billion;
9. Advising OMV Petrom in relation to the delisting of its Global Depository Receipts (GDRs) from the London Stock Exchange;
10. Advising Fondul Proprietatea in relation to the delisting of its Global Depository Receipts (GDRs) from the London Stock Exchange;
11. Advising Citigroup and Raiffeisen Bank as arrangers on the establishment of CEC Bank’s EUR 600 million Medium-Term Note Program, as well as in relation to the issues launched within the program (the inaugural offer of EUR 119.3 million and the additional offer of EUR 162.6 million);
12. Advising UniCredit Bank in relation to the establishment of a EUR 200 million Medium-Term Note Program, as well as with the issues within the program (the first one of RON 488.5 million, and the second one of RON 480 million);
13. Advising OMV Petrom in connection with the share capital increase amounting to approximately RON 566.7 million and the listing of the new shares on the Bucharest Stock Exchange;
14. Advising Fondul Proprietatea in connection with buy-back public tender offers for shares and GDRs;
15. Advising Alpha Bank Romania in relation to the first covered bond programme established in Romania, for the amount of EUR 1 billion;
16. Romania's Sovereign Eurobonds Program – Clifford Chance Badea has been involved in all of Romania's sovereign bond issues on foreign markets for the past 20 years.
Part of the Clifford Chance global network, the Bucharest Capital Markets practice advises shares and bond issuers as well as arranger syndicates on a wide range of capital markets transactions. Projects are often handled by multi-jurisdictional teams that generate an optimal mix of local expertise and global know-how. Where required, clients also benefit from a full-service practice including advice under English and U.S. law.
Furthermore, lawyers regularly advise clients on public takeover bids or on compliance with and alignment to capital market legislation on various aspects such as market abuse, the legal framework governing insider information, the obligation to launch mandatory public offers, transparency obligations, etc.
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About Clifford Chance Badea
Clifford Chance Badea is the local office of global law firm Clifford Chance LLP, which has been present in Romania since 2006. The Bucharest office is constantly involved in complex transactions of syndicated loans, project finance, restructurings, Eurobonds and shares issues on international capital markets, derivative financial instruments, acquisitions by strategic investors or private equity funds, infrastructure and highway projects, real estate investments, as well as domestic and international litigation and arbitration.
About Clifford Chance
Clifford Chance is a global law firm committed to creating advantage for its clients. The firm combines legal and commercial intelligence to grow, transform, protect and defend its clients’ business. Operating as a single, fully integrated global partnership, Clifford Chance provides forward-thinking insights and tech-enabled solutions in the sectors and markets that matter most to its clients. The firm’s culture of collaboration and commitment to rigorous and ethical standards, ensures consistent, high-quality service worldwide.
For further information about Clifford Chance please access www.cliffordchance.com or www.linkedin.com/company/clifford-chance-llp
