|Banking & Finance|
Ţuca Zbârcea & Asociaţii serves as one of the primary Romanian law firms representing high-profile international and domestic commercial banks, investment banks, multilateral development banks, leasing companies, insurance companies, arrangers and other financial institutions with a presence in Romania or interested to invest in Romania.
Our lawyers provide professional counseling in the regulatory and advisory fields, ranging from bank acquisitions and privatizations to structuring of bilateral, syndicated and other loan facility agreements, including the accessory transaction documentation.
Since many financings may be part of a larger business transaction, our banking and finance lawyers work closely with lawyers from other practice groups of Ţuca Zbârcea & Asociaţii and are well versed in completing most any kind of transaction with a financing component, including banks privatization, bankruptcy and restructuring of banks, collateral enforcement and debt recovery, counseling of financial institutions in mergers & acquisitions projects, portfolio transfers and restructuring and disposal of non-performing loans.
As a matter of fact, a substantive part of our work in the light of the current challenging market conditions relates to helping the financial institutions manage their loan portfolios during the economic downturn, especially as regards the non-performing loans. We take the view that lenders are inclined to re-negotiate existing credit contracts and support the borrowers’ businesses during the bad times, in anticipation of better times ahead, rather than immediately starting the insolvency and/or enforcement proceedings.
Consequently, we put together a team consisting of the firm’s most experienced finance lawyers, insolvency practitioners, barristers and court bailiffs who are working closely with the banks’ specialists responsible for handling non-performing or troubled loans; credit analysts and credit risk managers; portfolio managers; work-out specialists; in-house banking lawyers and also the specialists of the Romania’s central bank.
|Scope of Practice|
|advising sponsors, senior lenders and contractors in connection with all aspects of the development and financing of large scale projects, particularly in energy, infrastructure, consumer goods and real estate sectors; however, the firm provides clients with assistance in virtually every substantive area of the law that bears on project development and financing. |
|Real Estate Finance|
|assisting in real estate finance transactions, acting for both the lenders and the developers in relation to financing the development and operation of shopping malls, office, residential and commercial developments, as well as hotels. |
|advising banking and other financial institutions on a wide range of domestic and international finance transactions, such as secured and unsecured loan facilities, bilateral and syndicated, single and multicurrency facilities. These include documentary credit, project loans and debt and equity offerings. The firm represents its clients in their various roles in financing transactions: lenders, agents, hedging counterparties, underwriters, arrangers, borrowers, guarantors or sureties. |
|Restructuring of Non-Performing Loans (NPLs)|
|preparing legal reviews of the finance documentations, assessing the parties’ contractual positions; assessing the financing options (e.g. senior debt, mezzanine debt, junior debt or equity) available to the borrowers/projects; advising in relation to the enforcement/insolvency/liquidation options, in comparison with the restructuring options; tailoring restructuring strategies based on the typical restructuring means, such as the restructuring of the terms and conditions of non-performing loans, standstill periods, additional senior/mezzanine/junior debt, dept to equity swaps, equity injections; sale of non-core assets, disposal of the non-performing loans; reviewing and adjusting the security positions; drafting restructuring agreements and finance documentation; providing assistance in negotiations between the financial creditors and the borrowers/sponsors; and promoting the concepts of inter-creditors agreements and standstill agreements; drafting and negotiating such agreements. |
|Leveraged and Acquisition Finance|
|representing clients in relation to leveraged acquisitions, advising them on critical legal issues and assisting such clients in the most effective manner from a corporate and risk-allocation perspective. Our lawyers draft and help to negotiate the typical transaction documents, such as the term sheet, the senior and subordinated financing agreements and provide assistance for obtaining any requested clearance.|
|advising clients on all aspects in relation to managing, operating and controlling banking institutions and compliance with applicable foreign exchange controls. |
|Bank Privatizations & Acquisitions|
|serving as a legal counsel of both sell and buy-side institutions involved in the privatization process of some of Romania’s largest banks. In this capacity, our lawyers perform appropriate due diligence procedures, prepare the offering documents, draft and negotiate the execution copies of the transaction documents and create the legal structures enabling a profitable sale or acquisition of shares, as applicable. The firm also provides specialist legal advice in relation to transactions involving the acquisition of shares in privatized banks and developed strategies for post-acquisition restructuring scenarios. |
|providing high-end legal advice in relation to finance and operating lease transactions and asset-based financial structures. Our lawyers have actively been involved in equipment and automotive financing transactions from their inception and have represented all parties involved in lease transactions. Also, Ţuca Zbârcea & Asociaţii has served its clients in relation to the acquisition of leasing companies and represented many of the parties involved in such acquisitions, such as the seller, the purchaser or the lending bank. |
|Banking Contracts and Operations|
|advising clients, credit and financial institutions, on various aspects of banking contracts and operations, including but not limited to factoring, forfeiting, discounting, OTC foreign exchange and interest rate derivatives, ISDA Master Agreements governing interest rate and exchange rate hedging arrangements, swap transactions, etc. |