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Țuca Zbârcea & Asociații
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Deals
Advising a German bank and an international financial institution, member of the World Bank on the largest single entity portfolio sold in a CEE country worth EUR 1.2 billion, i.e., a NPL portfolio from Banca Comerciala Romana (BCR). The advice covered all steps of the transaction, the firm having acted as sole legal advisor to the consortium of buyers in relation to the finance, corporate/M&A, insolvency, real estate, tax related issues pertaining to the transfer of a portfolio of non-performing loans of Banca Comerciala Romana (BCR). Our services included advice on the transaction structure, conducting a thorough due-diligence exercise (reviewing credit agreements and related mortgages, including from an insolvency perspective), advising on the bidding process, reviewing the transaction documents and assisting in negotiations with the seller followed by assistance in the signing, closing and post-closing.
Advising a German bank and an international financial institution, member of the World Bank on the largest single entity portfolio sold in a CEE country worth EUR 1.2 billion, i.e., a NPL portfolio from Banca Comercială Română (BCR). The advice covered all steps of the transaction, the firm having acted as sole legal advisor to the consortium of buyers in relation to the finance, corporate/M&A, insolvency, real estate, tax related issues pertaining to the transfer of a portfolio of non-performing loans of Banca Comercială Română (BCR). Our services included advice on the transaction structure, conducting a thorough due-diligence exercise (reviewing credit agreements and related mortgages, including from an insolvency perspective), advising on the bidding process, reviewing the transaction documents and assisting in negotiations with the seller followed by assistance in the signing, closing and post-closing.
Advising a group of international investors - private equity funds and a German bank on acquiring a NPL real estate portfolio with an aggregate volume of EUR 495,000,000 from Volksbank Romania. Our team advised on the transaction structure, conducting a thorough due-diligence exercise (reviewing credit agreements and related mortgages, including from an insolvency perspective), reviewing the transaction documents and assisting in negotiations with the seller, including signing and closing.
Advising a group of international investors - private equity funds and a German bank on acquiring a NPL real estate portfolio with an aggregate volume of EUR 495,000,000 from Volksbank Romania. Our team advised on the transaction structure, conducting a thorough due-diligence exercise (reviewing credit agreements and related mortgages, including from an insolvency perspective), reviewing the transaction documents and assisting in negotiations with the seller, including signing and closing.
Advising a group of international investors, including a German bank, a private equity fund and an international financial institution, member of the World Bank on acquiring a portfolio of non-performing corporate loans with an aggregate value of approximately EUR 340,000,000 from Banca Comerciala Romana (BCR). Our team advised on the transaction structure, conducting a thorough due-diligence exercise (reviewing credit agreements and related mortgages, including from an insolvency perspective), reviewing the transaction documents and assisting in negotiations with the seller, including signing and closing.
Advising a group of international investors, including a German bank, a private equity fund and an international financial institution, member of the World Bank on acquiring a portfolio of non-performing corporate loans with an aggregate value of approximately EUR 340,000,000 from Banca Comercială Română (BCR). Our team advised on the transaction structure, conducting a thorough due-diligence exercise (reviewing credit agreements and related mortgages, including from an insolvency perspective), reviewing the transaction documents and assisting in negotiations with the seller, including signing and closing.
The leading financial services provider in Central Europe: assistance in the post-acquisition / privatisation of Banca Comerciala Romana (the largest Romanian bank), the biggest privatisation in CEE in 2005-2006 in amount of EUR 3.75 billion. Our lawyers are assisting the client on a variety of banking and finance issues, as well as for finding adequate solution for handling bank’s bad consumer loans portfolio and the related accounting provisions to be created. The restructuring alternatives included inter alia the transfer of the clients’ portfolio to a local financial non-banking institution or to a non-resident one (to the main foreign company or to a local branch).
The leading financial services provider in Central Europe: assistance in the post-acquisition / privatisation of Banca Comercială Română (the largest Romanian bank), the biggest privatisation in CEE in 2005-2006 in amount of EUR 3.75 billion. Our lawyers are assisting the client on a variety of banking and finance issues, as well as for finding adequate solution for handling bank’s bad consumer loans portfolio and the related accounting provisions to be created. The restructuring alternatives included inter alia the transfer of the clients’ portfolio to a local financial non-banking institution or to a non-resident one (to the main foreign company or to a local branch).
A Romanian commercial bank, member of the leading financial services provider in Central Europe: legal advice on energy and finance related issues pertaining to the financing of the development by Long Bridge Millennium of a 7.53 MW photovoltaic project. The transaction, in amount of multi-million Euros, included assistance in the performance of due diligence investigations on the borrower and the project, drafting, negotiation and signing of the security documents ancillary to the financing documents.
A Romanian commercial bank, member of the leading financial services provider in Central Europe: legal advice on energy and finance related issues pertaining to the financing of the development by Long Bridge Millennium of a 7.53 MW photovoltaic project. The transaction, in amount of multi-million Euros, included assistance in the performance of due diligence investigations on the borrower and the project, drafting, negotiation and signing of the security documents ancillary to the financing documents.
A Romanian commercial bank, member of the leading financial services provider in Central Europe, as security agent: advising on two financing transactions amounting in aggregate to EUR 277,000,000 granted for the financing of the Romanian entities of Kronospan, the world's largest manufacturer of wood panel products and laminate flooring. Our team advised on all Romanian law issues related to the review and analysis of the existing security documentation, the update thereof (inclusively from the perspective of recent corporate changes performed with regard to the Romanian entities of Kronospan) and the creation of new security interests, their registration and perfection, etc.
A Romanian commercial bank, member of the leading financial services provider in Central Europe, as security agent: advising on two financing transactions amounting in aggregate to EUR 277,000,000 granted for the financing of the Romanian entities of Kronospan, the world's largest manufacturer of wood panel products and laminate flooring. Our team advised on all Romanian law issues related to the review and analysis of the existing security documentation, the update thereof (inclusively from the perspective of recent corporate changes performed with regard to the Romanian entities of Kronospan) and the creation of new security interests, their registration and perfection, etc.
A Romanian commercial bank, member of the leading financial services provider in Central Europe: assistance in corporate restructuring of the bank and all its Romanian subsidiaries, including the leasing, the insurance, the life insurance and asset management operations. Our work covered a multitude of corporate and regulatory matters, such as drafting the bank’s internal rules, compliance regulations, constitutive amendments, a full assessment of the legal issues entailed by the restructuring process and available options, conducting due diligence, advising on various specific employment issues (e.g. directors’ and officers’ duties and liabilities, transfer of employees etc).
A Romanian commercial bank, member of the leading financial services provider in Central Europe: assistance in corporate restructuring of the bank and all its Romanian subsidiaries, including the leasing, the insurance, the life insurance and asset management operations. Our work covered a multitude of corporate and regulatory matters, such as drafting the bank’s internal rules, compliance regulations, constitutive amendments, a full assessment of the legal issues entailed by the restructuring process and available options, conducting due diligence, advising on various specific employment issues (e.g. directors’ and officers’ duties and liabilities, transfer of employees etc).
A Romanian commercial bank, member of the leading financial services provider in Central Europe: assistance in the implementation of a group optimisation process involving the reshape of the Romanian group banking structure and consolidation in a new specialised holding entity. The process is part of the bank’s New Group Architecture project which became necessary due to the expansion of the Erste Bank within the growth region of Central and Eastern Europe. The rearrangement of the group structure entailed adjustments to the organisational structures of the local banking subsidiary.
A Romanian commercial bank, member of the leading financial services provider in Central Europe: assistance in the implementation of a group optimisation process involving the reshape of the Romanian group banking structure and consolidation in a new specialised holding entity. The process is part of the bank’s New Group Architecture project which became necessary due to the expansion of the Erste Bank within the growth region of Central and Eastern Europe. The rearrangement of the group structure entailed adjustments to the organisational structures of the local banking subsidiary.
The leading financial services provider in Central Europe: assistance in the transaction for the sale of its insurance operations to Vienna Insurance Group (VIG). The transaction, in amount of EUR 1,445,000,000, involved divisions from Romania, Austria, Czech Republic, Hungary, Croatia, Slovakia, Serbia and Ukraine. In Romania, the Vienna Insurance Group has acquired approximately 88.5% percent of the shares in a life insurance company and a non-life insurer, following an EUR 244,000,000 transaction.
The leading financial services provider in Central Europe: assistance in the transaction for the sale of its insurance operations to Vienna Insurance Group (VIG). The transaction, in amount of EUR 1,445,000,000, involved divisions from Romania, Austria, Czech Republic, Hungary, Croatia, Slovakia, Serbia and Ukraine. In Romania, the Vienna Insurance Group has acquired approximately 88.5% percent of the shares in a life insurance company and a non-life insurer, following an EUR 244,000,000 transaction.
An asset management company: legal assistance in relation to the restructuring of the local asset management business via transfer of the entire business (portfolio of individual clients and investment funds, employees, assets, contracts etc) to a newly established asset management company. The legal assistance entailed an analysis of various transaction structures (e.g. transfer to an EU located asset management company to render services in Romania via passporting or through a local branch, launching preliminary and voluntary minorities’ buy-out offers, liquidating the “old” asset management company etc), the assessment of the corporate risks and possible minorities’ claims (the transferor has numerous and active minority shareholders), the assessment of all the regulatory compliance steps and procedures to be implemented before the capital market authorities and the investors, preparing the project’s roadmap, reviewing and redrafting the business transfer agreement, preparing the main organisational and incorporation documents of the newco, including for authorisation thereof and of its management bodies by the National Securities Commission, assistance on punctual matters regarding the authorisation on the new asset management company before the regulatory authority.
An asset management company: legal assistance in relation to the restructuring of the local asset management business via transfer of the entire business (portfolio of individual clients and investment funds, employees, assets, contracts etc) to a newly established asset management company. The legal assistance entailed an analysis of various transaction structures (e.g. transfer to an EU located asset management company to render services in Romania via passporting or through a local branch, launching preliminary and voluntary minorities’ buy-out offers, liquidating the “old”  asset management company etc), the assessment of the corporate risks and possible minorities’ claims (the transferor has numerous and active minority shareholders), the assessment of all the regulatory compliance steps and procedures to be implemented before the capital market authorities and the investors, preparing the project’s roadmap, reviewing and redrafting the business transfer agreement, preparing the main organisational and incorporation documents of the newco, including for authorisation thereof and of its management bodies by the National Securities Commission, assistance on punctual matters regarding the authorisation on the new asset management company before the regulatory authority.
A Romanian commercial bank, member of the leading financial services provider in Central Europe: assisting bank’s Micro-Enterprise Division in connection with several regulatory issues, such as compliance, financing agreements, security mechanism, legal structure of the transactions etc.
A Romanian commercial bank, member of the leading financial services provider in Central Europe: assisting bank’s Micro-Enterprise Division in connection with several regulatory issues, such as compliance, financing agreements, security mechanism, legal structure of the transactions etc.
A group of commercial banks: assistance in connection with a EUR 350,000,000 transaction for the sale of their participation in Asiban S.A., a top 10 Romanian insurance company. The project involved, inter alia, advice on corporate, capital markets and regulatory aspects that concern the transaction (including assistance with regard to the reporting obligations vis-à-vis the Insurance Supervisory Commission, the National Securities Commission and the Bucharest Stock Exchange), preparation of the vendor legal due diligence, preparation of the Data Room, preparation of the discussion draft of the Share Purchase Agreement and negotiation of the subsequent marked-up drafts, as well as preparation and review of other incident transaction documents.
A group of commercial banks: assistance in connection with a EUR 350,000,000 transaction for the sale of their participation in Asiban S.A., a top 10 Romanian insurance company. The project involved, inter alia, advice on corporate, capital markets and regulatory aspects that concern the transaction (including assistance with regard to the reporting obligations vis-à-vis the Insurance Supervisory Commission, the National Securities Commission and the Bucharest Stock Exchange), preparation of the vendor legal due diligence, preparation of the Data Room, preparation of the discussion draft of the Share Purchase Agreement and negotiation of the subsequent marked-up drafts, as well as preparation and review of other incident transaction documents.
A Romanian commercial bank, member of the leading financial services provider in Central Europe: legal assistance and representation in legal proceedings for the recovery of a debt totalling approximately USD 30,000,000 resulting from various bank loan agreements concluded by BCR with Energo Mineral SA and guaranteed inter alia by Cuprom SA. The legal assistance services refer to enforcement procedures, the enforcement of security interests and insolvency procedures.
A Romanian commercial bank, member of the leading financial services provider in Central Europe: legal assistance and representation in legal proceedings for the recovery of a debt totalling approximately USD 30,000,000 resulting from various bank loan agreements concluded by BCR with Energo Mineral SA and guaranteed inter alia by Cuprom SA. The legal assistance services refer to enforcement procedures, the enforcement of security interests and insolvency procedures.
Assisting one of the Erste Bank shareholders, in setting-up on the local market of a non-banking financial institution specialised in micro-financing crediting, good.bee credit IFN S.A. Our assistance regarded full-range of banking regulatory matters as well as corporate-related issues, structuring the joint-venture with a local partner, preparing and reviewing the file to be submitted for authorisation to the National Bank of Romania, assisting the client during the entire authorisation process.
Assisting one of the Erste Bank shareholders, in setting-up on the local market of a non-banking financial institution specialised in micro-financing crediting, good.bee credit IFN S.A. Our assistance regarded full-range of banking regulatory matters as well as corporate-related issues, structuring the joint-venture with a local partner, preparing and reviewing the file to be submitted for authorisation to the National Bank of Romania, assisting the client during the entire authorisation process.
A Romanian commercial bank, member of the leading financial services provider in Central Europe: assistance for a financing project referring to the acquisition of immovable assets (newly-built apartments) and their lease to local public authorities, including assistance in designing and implementing a financing project for acquisition of newly-built apartments by a special-purpose company, which was going to obtain the cash-flow required for repaying the loan mainly out of lease agreements concluded with a local public authority.
A Romanian commercial bank, member of the leading financial services provider in Central Europe: assistance for a financing project referring to the acquisition of immovable assets (newly-built apartments) and their lease to local public authorities, including assistance in designing and implementing a financing project for acquisition of newly-built apartments by a special-purpose company, which was going to obtain the cash-flow required for repaying the loan mainly out of lease agreements concluded with a local public authority.
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Lawyers from Ţuca Zbârcea & Asociaţii and White & Case (US) win second ICSID arbitration for Romania [...]
Lawyers from Tuca Zbarcea & Asociatii and White & Case (US) win second ICSID arbitration for Romania
Successfully representing the largest property fund in CEE in several corporate disputes involving claims regarding distribution of dividends between shareholders [...]
Successfully representing the largest property fund in CEE in several corporate disputes involving claims regarding distribution of dividends between shareholders
Successful assistance of the number one integrated oil and gas group in Central Europe in the restructuring of the petrochemicals business carried out at Arpechim Piteşti and subsequent sale thereof [...]
Successful assistance of the number one integrated oil and gas group in Central Europe in the restructuring of the petrochemicals business carried out at Arpechim Pitesti and subsequent sale thereof


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