Banking, Finance & Capital Markets

Our practice is one of the foremost in Greece with an expertise in both benchmark and mainstream domestic and cross-border transactions. We act for all major domestic and international 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 refinancings, reschedulings or restructurings, 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, hedge, private equity, alternative and other types of funds 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, infrastructure, hospitality and leisure, healthcare, food and retail.

Banking & Finance
We provide comprehensive services to all market participants in lending, corporate finance, securitisations and leveraged, acquisition, asset and structured finance. We have extensive experience in a wide variety of financing techniques with a particular specialisation in issuance and offering of debt securities, securitisations, sale and management of non-performing exposures and restructurings. We have closely followed the development of the recent legal and regulatory framework pertaining to non-performing loans and non-performing exposures, representing Greek and international institutions.
Capital Markets
We have a recognised expertise in capital markets transactions involving listed, private and State controlled companies. Our team advises on a wide variety of debt and equity transactions, including IPOs, secondary offerings, private placements and tender offers.
Financial Services Regulation
Advising on managing risk and on compliance with regulations are key sectors of our practice. We believe in keeping clients one step ahead of regulatory developments which will have a material impact on their business. Our team also advises on reporting procedures and investigations by regulatory bodies as well as corporate governance and disclosure requirements. We have repeatedly provided advice on the regulatory capital, recovery and resolution of credit institutions, as well as the eligibility criteria for European Central Bank (ECB) collateral. We are members of the ECB's law panel and of the Single Resolution Board's law panel.
Private Equity
We advise private equity funds, banks, financial institutions and investors in connection with the financing and acquisition of assets across various industries. We have acted and continue to act for major private equity and other funds active in the Greek market and have been extensively involved in the consolidation of several private sectors they invest in. We also advise on setting up, restructuring and exiting investments.
Restructuring & Insolvency
We advise lenders and borrowers in distressed situations. Our team is experienced in refinancings, liquidations, debt reschedulings and restructurings of solvent companies with financial difficulties and insolvent companies. We also advise on administrations, workouts and receiverships.
We have repeatedly worked on the structuring and implementation of securitisation transactions, with listed or non-listed Notes, including with respect to servicing arrangements and the replacement of appointed servicers. In this context, we have issued Greek legal opinions for securitisation transactions for the benefit of a variety of institutions, including credit rating agencies, drafted and reviewed securitisation transaction documents and the description of the securitized portfolios and advised on the relevant legal and regulatory issues.
Recent Experience
PIMCO Public Power Corporation Securitisation
We advised PIMCO in connection with the securitisation of PPC receivables (Zeus portfolio) under electricity invoices that have been outstanding for more than 90 days. The transaction involves senior notes held by PIMCO, Carval and Deutsche Bank, a junior note held by PPC and servicing and sub-servicing arrangements for the portfolio. It also accommodates a revolving period for the transfer of additional portfolios, as well as an intercreditor agreement and security arrangements in connection with both the Zeus portfolio and another securitised portfolio of PPC receivables (Energia portfolio).
Public Power Corporation €1.35bn Capital Raising
Bernitsas Law acted as Greek law counsel to Goldman Sachs, Citi, National Bank of Greece, Alpha Bank, Eurobank, Piraeus Bank, Optima Bank and Euroxx Securities in connection with (i) Public Power Corporation’s €1.35bn capital raising pursuant to a non-preemptive share capital increase and an offering of new shares to qualified and other eligible investors outside of Greece through a bookbuilding process and to retail and qualified investors in Greece through a public offering, and (ii) the listing of the new PPC shares on the Athens Exchange.
Hoist Finance Acquisition of c.€2.1bn NPL Portfolio - Project Orbit
We acted as Greek counsel to Hoist Finance AB as purchaser, in connection with a sale and purchase agreement entered into on 28 December 2021 with Alpha Bank as seller of a portfolio of non-performing retail loans with a total outstanding balance of approximately €2.1bn.
Piraeus Financial Holdings €1.38bn Capital Raising
We advised Piraeus Financial Holdings on its successful capital raising of €1.38bn pursuant to an institutional offering through a bookbuilding process outside Greece and a public offering to retail and qualified investors in Greece, as well as on the admission of its newly issued shares to trading on the Athens Exchange.
Project Frontier €6bn Securitisation of Receivables
We acted as Greek counsel to Morgan Stanley in the securitisation of a €6bn receivables portfolio originated by the National Bank of Greece, through the issue by Frontier Issuer DAC (an Irish securitisation SPV) of senior notes in the amount of €3bn (under the guarantee of the Hellenic Republic under the Hercules Asset Protection Scheme), mezzanine notes and junior notes.
Deutsche Bank €98m Refinancing of PPNs Investment
We advised Deutsche Bank AG (London Branch) in a c.€98m refinancing transaction with Murphy Issuer DAC (an entity controlled by funds advised by Bain Capital) as borrower, in connection with Murphy's investment in PPNs issued in 2018 in the context of a Greek NPLs securitization transaction (Project Amoeba, originated by Piraeus Bank).
Hotel Development and Real Estate Acquisitions Financing
We advised SMB Hotels Holdings BV, an Israeli interests hospitality group active in many countries around Europe, owning and operating hotels regarding c.€11.4m financing by a UK bank of the acquisition of two real assets in Athens to be developed into boutique lifestyle hotels.
€47.5m Bond Loan in the Energy Sector
We advised Unicredit Bank AG and Alpha Bank SA in connection with the amendment and transfer of a c.€47.5m bond loan to Alpha Bank and its accession as bondholder agent and account bank. The loan was issued by a major player in the energy sector and was secured over a wind park, receivables and shares.
Piraeus Bank Inaugural €500m Green Senior Preferred Bond
We acted as Greek law counsel to Piraeus Bank on the issuance and offering to institutional investors of its inaugural €500m Green Senior Preferred Bond, and the listing thereof on the Euro MTF market of the Luxembourg Stock Exchange.
Eurobank Issuance of €500m Senior Preferred Instruments
We acted as Greek law counsel to Eurobank SA in connection with the issuance and offering to institutional investors pursuant to a bookbuilding process of €500m principal amount of Senior Preferred Instruments due 2028 and the listing thereof on the Euro MTF Market of the Luxembourg Stock Exchange.
OTSM and Hellenic Petroleum €50m Bond Loan
We advised OTSM Société 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 extension of a €50m bond loan and the sale and purchase of compulsory oil stock, with Eurobank acting as bondholder agent and facility agent, and Alpha Bank, Eurobank and National Bank of Greece as subscribers.
Hellenic Petroleum €250m Bond Loans
We advised Hellenic Petroleum on the issue of two bond loans of an aggregate amount of €250m for the financing of general business purposes, with Piraeus Bank SA acting as arranger, bondholder agent, paying agent and subscriber.
Astir Group €362m Bond Loan
We advised the Astir Group on the issue of a €362m bond loan by Astir Palace Vouliagmenis for the refinancing of existing bank debt and financing of the development of the Astir marina located on the Athens Riviera.
Elpedison Power €214m Bond Loans
We advised BNP Paribas Securities Services, Intesa Sanpaolo SpA and UniCredit Bank SpA in relation to the syndication and extension of a c.€81m bond loan, Eurobank SA, Alpha Bank SA and Piraeus Bank SA in relation to the syndication and extension of c.€81m bond loan and Eurobank SA, Alpha Bank and Piraeus Bank in relation to the syndication and extension of a c.€52m bond loan, all issued by Elpedison Power Generation.
Motor Oil (Hellas) Corinth Refineries Issuance and Offering of €400m Principal Amount of Unsecured Senior Notes
We acted as Greek law counsel to Motor Oil (Hellas) Corinth Refineries SA (MOH) in connection with the successful issuance and offering to institutional investors pursuant to a bookbuilding process of €400m aggregate principal amount of unsecured senior notes due 2026, which were listed on the Global Exchange Market of Euronext Dublin.
Bank Guarantees for the Collection of Auction Proceeds
We advised Lapithus Group on a credit facility entered into by Lana Securitisation SaRL with Eurobank SA for the issue of bank guarantees addressed to auction officers for the collection of auction proceeds in accordance with the Greek Code of Civil Procedure. We also provided advice in connection with the Greek law aspects of the financing arrangements with BAWAG PSK for Jupiter Portfolio. It is one of the very first big-ticket credit facilities in the Greek market involving a securitisation special purpose company for the issue of bank guarantees for auctions.
Vivartia Group Debt Rationalisation
We advised Vivartia Group of companies on the rationalisation of their existing bank indebtedness and on restructuring and refinancing of the existing secured bond loan facilities granted to the Vivartia Group companies by all four systemic Greek banks.
Hellenic Petroleum Finance Notes Issue and LME
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.
Piraeus Bank Sunrise Portfolio of NPLs
We advised the Bank of New York Mellon as note trustee and security trustee in connection with two securitisation transactions for two portfolios of non-performing loan receivables, Sunrise I Portfolio and Sunrise II Portfolio, originated by Piraeus Bank SA, implemented through the issue of non-listed and rated notes and intended to be enrolled in Hercules Asset Protection Scheme.
First Synthetic Securitization of Performing SME and Corporate Loans
We advised BNY Mellon Corporate Trustee Services Limited as Trustee on a market-first synthetic asset-backed securitisation of performing SME and corporate loans originated by Piraeus Bank SA.
Eurobank Fixed Rate Reset Senior Preferred Instruments
We acted as Greek law counsel to Eurobank SA in connection with its issuance and offering to institutional investors of €500m Fixed Rate Reset Senior Preferred Instruments due 2027 and the listing thereof on the Euro MTF Market of the Luxembourg Stock Exchange.
Mytilineos Inaugural Green bond Offering of €500m Senior Notes
We acted as Greek law counsel to Mytilineos SA on the successful issuance and offering of its inaugural green bond offering to international and domestic institutional investors of €500m aggregate principal amount senior notes due 2026 and the listing of these notes on the Luxembourg Stock Exchange’s Euro MTF market.
Citigroup Global Market Successful Placement in Jumbo
We advised Citigroup Global Market Limited (CGML) in connection with the successful placement of 3.86% in Jumbo SA to international investors pursuant to an accelerated bookbuilding process.
Piraeus Bank Demerger by Hive-Down
We advised Piraeus Bank SA in connection with the demerger by way of hive-down of its banking activity sector and its contribution into a new banking entity.
Titan Relisting on Euronext Brussels, Euronext Paris and the Athens Exchange
We advised Titan Cement International SA (TCI) in their voluntary share-for-share exchange offer to the holders of common and preference shares in Titan Cement Company SA (Titan) and the subsequent squeeze-out process, a transaction that resulted in the effective relisting of the Titan group on Euronext Brussels through the primary listing of TCI shares on Euronext Brussels, with a parallel listing on the Athens Exchange and Euronext Paris and a transaction value of more than €2.5bn.