We advise and represent clients in a broad range of domestic and transnational complex and high stakes transactions by structuring, negotiating and documenting them.
Our transactional practice is based on:
- Ability to identify and understand the business objective of our client, the regulatory and tax framework of the transaction at hand, and on this basis to devise the optimal structure;
- Excellent negotiation and drafting skills;
- Deep understanding of international instruments governing transnational transactions, such as Rome I and II Regulations on the Applicable Law, UNIDROIT Rules on International Commercial Contracts, CISG, COTIF, CMR, FIDIC, ICC Model contracts and clauses, as well as standard international contract practices related to financial and corporate transactions;
- Ability to organize quickly a multipractice team to deal with all aspects of the transaction in an effective and timely manner. When the scope of the transaction is beyond the resources of our firm, we use our long-established connections with recognized specialists from other firms to provide clients with a comprehensive service.
General Commercial Transactions
Our practice in the field includes:
- Sale of goods and equipment;
- Agency and Distribution;
- Letters of credit, performance bonds and guarantees.
Our practice in the field of financial transactions encompasses:
- Lending – on behalf of lenders and borrowers we structure, negotiate and draft a wide variety of loan documentation, such as structured facilities, term and revolving bank facilities, receivables financings, informal facility letters and short-term loan arrangements.
- Asset Finance and Leasing – we advise financial institutions and their business clients on financing all kind of production equipment and transportation vehicles.
- Creation and Enforcement of Security – we structure, negotiate and draft a wide range of security structures, such as hipoteques, mortgages, guarantees and non-possessory pledges on assets/accounts/shares, and other forms of security. We also advise on the enforcement or release of existing security.
- Sale/purchase of debt and all other types of receivables purchase programs.
- Intercreditor Issues – we structure, negotiate and document intercreditor arrangements, including senior, mezzanine and subordinated debt arrangements.
- Debt Restructuring – we advise on all aspects of debt-restructuring, including in the framework of corporate rescue and insolvency.
- Project Finance.
Our practice in the field includes:
- Merger and Acquisitions – we advise strategic investors, as well as hedge funds and private equity funds, on the acquisition and disposition of equity and assets, triangular mergers, management and other leveraged buy outs and spin offs. We advise on all aspects of M&A transactions, including structuring, due diligence, establishing special purpose acquisition vehicles, negotiating and drafting letters of intent, confidentiality agreements, share purchase agreements, merger control and other regulatory filings and clearances, post-closing issues, such as earn-out obligations, indemnification and escrow arrangements;
- Joint Ventures and Strategic Alliances – we advise on all aspects of joint ventures, including establishing the joint venture company, drafting and negotiating shareholders’ agreements and filing competition law clearances.
Recent representative experience1
- Legal advice to the Republic of Bulgaria in relation to EUR 1.493 billion international bond issue in 2014. This was the biggest financial transaction of Bulgaria for the year. The bonds were successfully placed at 2.95 per cent.
- Legal advice to the Republic of Bulgaria in relation to EUR 950 million international bond issue in 2012. This was the first time Bulgaria issued bonds to the international capital markets since 2002. The bonds were successfully placed at 4.25 per cent.
- We advised and represented the Republic of Bulgaria in the commercial law aspects of an international petrol pipeline project.
- Due diligence and a comprehensive legal advice to a US private equity fund in relation to its acquisition of a majority shareholding in a Bulgarian company.
- Due diligence for an Italian bank, together with the Boteva & Kantutis law firm, in relation to the acquisition of a Bulgarian bank.
- Legal advice to a French industrial equipment manufacturer in regard to restructuring of its business in Bulgaria.
- Legal advice to an Argentinean compressed natural gas stations equipment producer in regard to establishment of distribution network in Bulgaria.
- Legal advice to a Turkish paper producer in regard to restructuring of its business in Bulgaria.
- Legal advice to a Bulgarian private equity fund in regard to its acquisitions.
- Legal advice to a Bulgarian construction materials wholesaler in regard to restructuring of its business in Bulgaria, and drafting distribution agreements.
- Legal advice to a Bulgarian company regarding the implementation of its general contractual structure related to its transportation and freight forwarding activities in Bulgaria.
1 Article 8 (4) of the Ethical Rules of the Bulgarian Bar Association does not permit attorneys at law to disclose the names of their clients. We do not share the view that disclosing the names of our clients is unethical. Nevertheless, unlike other law firms, we follow the rule.