Banking & Finance Law

Overview
Representative Experience
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Overview

Dimitrov, Petrov & Co. advises on all aspects of domestic and cross-border financing across a variety of industries helping businesses stay ahead of their competitors. The experience of the law firm has been strongly enriched by the provision of professional services to a number of banking and non-banking financial institutions, investment intermediaries and public companies for the launching of new products, implementation of investment projects and syndicated loans. The Banking & Finance team of lawyers is experienced in local and international financial markets and legal framework. The law firm collaborates with major international law firms in several jurisdictions sharing knowledge, ideas and best practices to efficiently address complex finance issues on multiple markets.

Dimitrov, Petrov & Co. has strong expertise in the following areas:

Banking & Finance:

Banking compliance;
Financial restructuring;
Guaranteed deposits;
Bank guarantees;
Letters of credit;
Promissory notes;
Facility agreements;
Legal asset quality review and credit portfolio due diligence;
Payment services and systems;
e-Banking;
Clearance & Netting;
Suspension of bank activity;
Conservatorship;
Bank insolvency;
Debt recovery and collection;
Debt restructuring;
Repo transactions;
Swaps;
Derivatives and financial products;
Government securities;
Assignments;
Financial collaterals;
Pledges;
Special pledges;
Mortgages.

Capital markets:

Listing of companies, investment intermediaries, alternative investment fund managers, insurance brokers, REITs, etc.;
IPOs;
SPOs & tender offers;
Delisting of public companies;
Compliance;
Convening and organizing general meetings of shareholders and bondholders of public companies;
Trading and transfer of securities (shares, bonds, etc.).

Dimitrov, Petrov & Co. Law Firm's preeminent Banking and Finance practice group that has been involved in a number of high profile ground-breaking cases. The group consists of a multi-disciplinary team of lawyers who participate also in the law firm’s Corporate, Finance, TMT, Tax, Dispute resolution and Real Estate practice groups and have exceptional know-how and proven background of working with financial institutions and instruments. Thanks to their sector expertise and strategic thinking, the lawyers provide cutting-edge solutions in some of the most significant and complex cases for the last 15 years in light of the challenging market environment in the country:

Providing legal assistance with regard to the biggest bank insolvency in Bulgaria having a serious impact on the payment systems and services in the country;
Representation of the biggest Bulgarian bank in insolvency in the appeal of the Bulgarian National Bank’s decision for termination of the bank’s licence, and reversing the established court practice;
Engaged in the full legal due diligence and subsequent asset quality review and asset evaluation exercise of 95.4% of the loan and 99.1% of the investment portfolio of the fourth biggest Bulgarian bank, as part of the first asset quality review exercise assigned by the regulator in Bulgaria.

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Representative Experience

Banking & Finance Experience:

Legal counsel of the Bulgarian National Bank on several big regulatory and administrative lawsuits in the area of bank

In 2014-2015 Dimitrov, Petrov & Co. provided legal and regulatory support to the conservators of the fourth largest Bulgarian bank which were appointed by the Bulgarian National Bank after the bank’s activity had been temporarily suspended following a raid by depositors:

Full and thorough legal due diligence of more than 95% of the above EUR 2.76 billion credit portfolio of the bank was performed for the purposes of verifying its compliance with the applicable legal requirements and the validity of the available collaterals;
Advising the conservators and syndics of the bank in the process of payment of state guarantees due to more than 108 thousand depositors of the bank by the Bulgarian Bank Deposits Insurance Fund and revision of hundreds of appeals of depositors through a period of 5 months;
Successfully represented the conservators and the syndics of the bank in the appeal of the Bulgarian National Bank’s decision for termination of the bank’s licence before the Supreme Administrative Court, which cited a number of our arguments to dismiss all appeals;
Achieved an extremely prompt declaring of the bank’s insolvency by the Sofia City Court – just five months after the termination of the licence;
Following the opening of the insolvency proceedings, the date of insolvency was successfully appealed and was set by the Sofia Court of Appeal at the date of placing the bank under special supervision, and thereby, the established court practice was reversed;
Preparation and launching of legal actions and subsequent legal representation in numerous debt recovery activities of the insolvent bank at a gross value of more than EUR 1.3 billion;
As advisors of the bank conservators and syndics, the team of Dimitrov, Petrov & Co. Law Firm performed the important role to advise the day-to-day activities of the insolvent bank.

Dimitrov, Petrov & Co. Law Firm was chosen by the Bulgarian branch of the biggest and oldest Turkish commercial bank – T.C. Ziraat Bankasi, to assist and consult it in its debt collection matters, including through asset tracking and recovery, securitization of claims, payment order procedures, private execution, general litigation, etc.

Dimitrov, Petrov & Co. has been advising some of the Top 5 Bulgarian banks (UniCredit Bulbank AD, United Bulgarian Bank AD, Corporate Commercial Bank AD, Bulgarian-American Credit Bank AD) with respect to introducing web-banking products. The lawyers of the law firm drafted full sets of documents for product launching – security policies, general terms, contracts, tariffs, etc., and thus strengthened the banks’ positions on the market of digital banking services.

Our lawyers have been advising the venture capital fund NEVEQ II on а number of multimillion international equity investments, including a share swap structure and an innovative convertible loan arrangement.

Dimitrov, Petrov & Co. advises a JV real estate developer in its relations with the biggest Bulgarian bank with regard to the restructuring of a EUR 10 million loan for finalising the construction of a huge holiday and hotel complex at the Black sea cost.

The law firm successfully represents a leading Bulgarian retail chain in its relations with one of the biggest Bulgarian banks under а factoring contract with a matter value of EUR 8.5 million per month.

In 2015 the law firm provided legal and regulatory advice to a leading non-banking financial institution on the launching of a number of unique consumer financing services for providing microcredits through new and unexplored market channels.

The law firm provided legal assistance to Advance Properties AD in relation to the biggest M&A deal for 2014 – full acquisition of Huvepharma AD from the US private equity investor Rohatyn Group. Legal advice was provided in connection with securing a syndicated loan of EUR 275 million. This is one of the biggest corporate loans drawn by a Bulgarian company so far.

In 2013 the law firm’s team advised the founders of the biggest and most modern data centre in Bulgaria on a combined private equity/bank facility financing exercise at a gross value of almost EUR 3 million. Full legal advice and negotiations support was subsequently provided on the successful exit from the investment by the founders, the fund and the bank through 100% sale of the company to a leading international provider of premium carrier-neutral data centers.

In 2014 Dimitrov, Petrov & Co. advised a Portuguese renewables investor on overall multimillion transaction structuring, including debt capitalisation for the purposes of exiting from its local business.

In 2014 Dimitrov, Petrov & Co. advised a leading Bulgarian pharmaceutical company on the initial structuring of its new legal and business model for wholesale of medicines by a deferred payment secured with an appropriate registered pledge.

The law firm’s experts were actively involved in the negotiations with the bank in the process of coordination of the terms and conditions for the issuance of a letter of credit for the financing of the shares acquisition with regard to the third biggest M&A transaction for 2013 for the sale of an agricultural investment fund.

In 2013 the law firm’s experts advised a leading global financial institution with regard to the legal aspects of an enrolment bonus programme which is accessible throughout different channels, e.g. online, through ATM, by telephone, etc.

In 2011 the law firm’s lawyers represented one of the leading Bulgarian wholesale pharmaceutical distributors in a complex deal for acquisition of claims and receivables to an amount exceeding EUR 30 million, ensuing from a loan facility contract secured with registered pledges.

In 2010 Dimitrov, Petrov & Co. represented a leading Italian construction company in a complicated ongoing dispute regarding a payment under an on-demand bank guarantee.

Capital Markets Experience:

Dimitrov, Petrov & Co. provides full legal advice and assistance to a group of Spanish investors on the first licensing of an Alternative Investment Fund Manager within the Bulgarian Financial Supervision Commission. Our team is also entrusted with the incorporation of the legal person, preparation of the full set of required documentation, communication with and representation before the Financial Supervision Commission.

Dimitrov, Petrov & Co. was engaged in a project aimed at the establishment and registration of an Alternative Investment Fund and an AIF manager. The work covers a vast range of issues, including consultations on the structuring of the AIF and its manager in terms of assets, legal form of the manager, etc. This is a challenging project that puts forward a number of compliance questions, due to the fact that the matter involves new regulations recently introduced into the Bulgarian legislation, and an ordinance on the related practical implications is expected to be issued by the regulator.

In 2014 Dimitrov, Petrov & Co. was the legal consultant and project coordinator to an IPO of a company in the pharma sector. In many aspects the project and our involvement therein mirrors the listing in 2013, yet it had a major additional focus – a cash injection plus placing core assets and business in the company, including related issues of equity, financing, taxes, control over concentrations, etc.

The team of Dimitrov, Petrov & Co. provided comprehensive legal assistance and drafted all necessary documents for the transformation of a big pharmaceutical producer into a public company as well as all formalities related to the listing of the company on the Bulgarian Stock Exchange. Apart from the main work on the preparation and submission of the prospectus for the initial public offering, the communication with the Financial Supervision Commission and the regulated market, the law firm covered all issues related to: transformation of the project company, structuring of assets, optimisation of the turnover and capital adequacy of the project company, elaboration of strategies for in-kind contributions and subsequent tender offering, etc.

Dimitrov, Petrov & Co.’s financial team was a legal consultant and project coordinator to a planned IPO of a leading Bulgarian wholesaler of medicines, aligning the efforts of a leading Bulgarian investment broker, an audit team, an accounting team and the stockholders of the company. The law firm provided assistance in a vast range of matters regarding company transformation (from an LLC into a JSC), equity issues, registration of dematerialised shares at the Central Depository AD, drafting the legal part of the IPO prospectus, all communication with the Financial Supervision Commission, communication with the Bulgarian Stock Exchange, etc. Despite the suspension of the project due to the owners’ strategic decision, the project aimed at one of the largest-scale stock exchange listings in 2013.

In the last few years the team of Dimitrov, Petrov & Co. was engaged in two cases of incorporation of investment intermediaries, and one of the projects is still ongoing. Our lawyers prepared an analysis and a strategy on the acquisition of the most appropriate licence in view of the client’s current projects and its future intentions. The next step is drafting the overall documentation for the establishment of the investment intermediary.

The team of Dimitrov, Petrov & Co. provided expert legal advice to the fourth largest Bulgarian bank during its special supervision (conservatorship) process and at the beginning of its insolvency. This was the first failure of a publicly traded bank in Bulgaria, which resulted in an unprecedented and complicated legal issue concerning the regulatory standing of the bank under the contradicting credit institutions and public companies regulatory regimes. The situation was further complicated by the fact that just before going into insolvency, our client acquired another solvent bank. The work for the client involved solving a number of day-to-day regulatory issues pertaining to the obligations of the bank as a public company and the suspension of the trading of its shares. The bank was also a securities agent as well as a trustee of a number of public and private bond emissions, which gave rise to a significant number of different complex securities and capital market related issues.

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