Clifford Chance Badea and Clifford Chance Frankfurt advised Erste Group Bank A.G. and ING Bank N.V., as Joint Lead Managers and Co-Arrangers, and BT Capital Partners, as Co-Manager, in CEC Bank's latest MREL bond issue which attracted EUR 300 million from international markets.
The team of lawyers coordinated by partners Cristina Freudenberger and Madalina Rachieru-Postolache included Paulina Fecht (Associate), Felicitas Fischer (Transaction Lawyer) and Gabriel Toma (Senior Associate).
The transaction, which was oversubscribed more than twice by institutional investors, represents a new issue launched by CEC Bank within its multi-year EUR 1.5 billion Eurobonds programme (Medium Term Notes – MTN).
Not only were the Clifford Chance lawyers involved in the 2024 programme update, but also in the programme launch in 2023, as well as in the first successfully subscribed international issues. The law firm advised the arrangers in relation with the MTN programme implementation in February 2023, as well as in the subsequent issues.
Madalina Rachieru-Postolache, Partner and Head of the Bucharest Capital Markets practice, says: "Congratulations to the CEC Bank team for another landmark transaction, which confirms the value and reputation of this representative Romanian financial institution on international markets. Clifford Chance Badea has promoted sophisticated financing instruments like the multi-year Eurobond programmes from the early years of the Romanian capital market. We are delighted to witness how the issuers' interest and quality is increasing year after year."
The Clifford Chance Badea Capital Markets practice has a portfolio of numerous first-of-their-kind projects, as well as some of the most significant deals in Romania, being credited by the major international legal directories as one of the top law firms specialised in this practice area (Tier 1 category).
Our recent portfolio includes major debt and equity transactions such as:
- Banca Transilvania's Eurobonds programme – The Clifford Chance Badea lawyers have been involved in all issues launched so far under the two programmes of Banca Transilvania.
- 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;
- 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. The MREL bonds were listed on the Dublin Stock Exchange;
- 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.
- Romania's Green Bond Framework program – 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, this February. 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;
- Premier Energy IPO – Advising Premier Energy, one of the largest renewable energy players in Romania and the Republic of Moldova, in relation to the Initial Public Offering and listing on the Bucharest Stock Exchange amounting to approximately RON 700 million;
- NEPI Rockcastle's Eurobond Program – Advising NEPI Rockcastle in connection with the update of the multi-year bond program with a total cap of EUR 4 billion;
- Hidroelectrica's IPO – 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;
- OMV Petrom's delisting of GDRs from the London Stock Exchange – Advising OMV Petrom in relation to the delisting of its Global Depository Receipts (GDRs) from the LSE;
- Unicredit Bank's Eurobonds Program – Advising UniCredit Bank in relation to the establishment of a EUR 200 million Medium-Term Note Program, as well as at the issues within the program (the first issue in the amount of RON 488.5 million, and the second issue in the amount of RON 480 million);
- OMV Petrom's share capital increase – Advising OMV Petrom in connection with its share capital increase amounting to approximately RON 566.7 million and the listing of the new shares on the BSE;
- Fondul Proprietatea's buy-back public tender offers for shares and GDRs – Advising Fondul Proprietatea in connection with the public tender offers for repurchasing shares and GDRs;
- 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.
Clifford Chance Badea advises shares and bond issuers as well as arranger syndicates in capital markets transactions. Projects are often advised by multi-jurisdictional teams that generate an optimal mix of local expertise and global know-how. Where needed, clients benefit from a full-service English and American law practice.
Furthermore, lawyers constantly advise the companies they work with in relation to compliance and alignment with capital market legislation on various aspects such as market abuse, the legal framework related to privileged/insider information, the obligation to launch mandatory public offers, transparency obligations, etc.
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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.
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For further information about Clifford Chance please access www.cliffordchance.com or www.linkedin.com/company/clifford-chance-llp
