Greece. wfw.com. Finance. resources. investment. resolution. Milan Rome. Munich Frankfurt

Transcription

1 Greece Finance & investment Maritime Energy Natural resources Transport Real estate Corporate Finance Tax Dispute resolution Employment Regulatory London New York Paris Hamburg Munich Frankfurt Milan Rome Madrid wfw.com ICT Athens Singapore Bangkok Hong Kong

2 Contents 01 Our Greek practice Selected experience: 03 Maritime 05 Project & structured finance 07 Corporate 09 Team profile 13 Reputation 15 Our approach 16 Our offices

3 OUR GREEK PRACTICE 01 Our Greek practice In 1984 Watson, Farley & Williams was the first international law firm to establish a presence in Greece. Our extensive experience, insight and expertise on Greek projects is combined to provide a unique overview and reliable, practical advice to our clients. International coverage Across our international offices, our lawyers work as integrated teams to help meet our clientsʹ business objectives. The effective and efficient team working ethos throughout the firm allows us to create teams that are specifically designed to meet client needs: from legal skill set and sector experience to local knowledge and language skills. For example, shipping finance lawyers from our Greek office regularly work with those in other shipping hubs such as London, New York, Hamburg and Singapore. The same can be said for our Greek infrastructure team, who are currently working on projects with colleagues in London, Hamburg and Rome, as well as the Greek banking and finance team who regularly work with colleagues in London, New York and Milan. Working in Greece The lawyers in our Greek office provide commercially focused advice on both English and Greek law. We find that this breadth is of benefit not only to our international clients, but also to our Greek clients who are looking to conduct cross border business or enter into joint ventures with non Greek investors. A variety of asset owners, operators, financiers and other investors come to us for advice and guidance in the complex world of international large scale maritime and non maritime asset and project financing, as well as for the detailed legal and practical knowledge needed to invest in infrastructure and commercial assets within Greece. Watson, Farley & Williams Greece

4 02 OUR GREEK PRACTICE Maritime specialists As many of our clients are international shipping companies, the historic maritime hub of Piraeus was a natural choice when, in 1984, we decided to develop our service offering internationally. We remain close to the sea at our new office in Syngrou Avenue with easy access to shipping companies, banks and registries located on the Piraeus harbour front. The lawyers in our maritime team focus on maritime and banking law, offering integrated cross border advice including all aspects of ship finance, commercial shipping leasing, corporate and commercial contracts, tax and litigation. As a firm, and particularly in the Greek office, we have excellent experience in maritime and banking law and shipping and ship finance. This has helped us gain a unique insight and establish excellent contacts in the principal shipping markets of the world, including in the Americas, Scandinavia, the Baltic, the Middle East, Russia and Asia. Our clients include more than 150 international banks and the financial institutions, corporations, governments and governmental agencies who collectively dominate the world s shipping markets. Our global coverage and extensive experience means that they can expect first class support in complex, cross border transactions. Corporate and finance experts Building on the success and reputation of our Piraeus maritime and finance practice, the Greek law practice in Athens opened in 2007 with a team of experienced lawyers to advance our developing practice in project and structured finance and Greek corporate law. The team has grown considerably since then and now provides particular sector experience in renewable energy, banking and finance, privatisation and infrastructure, real estate and natural resources. We cover both transactional work and litigation. The range of clients we support is varied; from international conventional and renewable energy groups, mining interests, the Greek privatisation agency, construction companies, insurance companies and significant Greek investors, to a range of international banks and investment funds. We advise on mergers and acquisitions in the Greek market, as well as joint ventures and strategic alliances. In addition to our experience in drafting and advising on construction, equipment supply and land rights for a range of energy and infrastructure projects, we also have considerable up to date knowledge of the law and practice relating to public tenders from our work for the Hellenic Republic Asset Development Fund SA and public infrastructure projects. We also have experience in insurance regulation, contract law and policy. Our finance practice spreads across project, real estate and corporate finance, trade and commodity finance and finance litigation, as well as banking regulatory advice, insurance advice, restructurings, work outs, insolvencies and enforcement.

5 SELECTED EXPERIENCE: MARITIME 03 Selected experience Maritime HSH Nordbank AG Navios Advising HSH on its innovative venture with the Navios Group to transfer 10 distressed vessels out of HSH s non core portfolio (five tankers and five container vessels). The transaction completed at the end of December Oceanbulk Newbuildings/ Bareboat Charters Advising the Oceanbulk group in two separate transactions in 2013 involving the long term bareboat chartering (with purchase options) of 15 newbuildings ordered in China under a leasing scheme adopted in China. EDT Offshore Spanish Newbuildings Acting for EDT Offshore in connection with the structuring, cancellation and subsequent restructuring of a Spanish tax lease scheme involving the construction of two offshore vessels in Spain. ING, DVB and K Exim US$218m Facility to Capital Maritime Advising on a secured term loan facility of up to US$218m partially backed by K Sure insurance policies to part finance the acquisition of five newbuilding container vessels. KfW, K Exim and SEB US$330m Facility to Dynagas Advising a syndicate of banks on a US$330m loan facility to provide pre and post delivery finance for the acquisition of two Korean newbuilding 162,000cbm LNG carriers. Deutsche Bank US$990m Facilities to Finance Two Drillships Advising Deutsche Bank as agent and other lenders including K EXIM on two facilities totalling US$990m used to finance two drillships built in Korea. DVB Bank Facilities to Technomar Advising DVB in the last quarter of 2013 in relation to a post delivery facility to finance three container carrier newbuildings. The loan was backed by K Sure. BNP Paribas Bank Acquisition of Shipping Portfolio Advising BNP Paribas Bank, Athens Branch, on its acquisition of the entire Greek shipping portfolio of Fortis Bank, Athens, which was made up of more than 40 facilities, with a value of more than US$1bn. Crédit Agricole CIB Acquisition of Part of a Shipping Portfolio Advising on the acquisition of 14 loan facilities (total value US$500m+) from the Greek shipping portfolio of Emporiki Bank as a result of the sale of Crédit Agricole s stake in Emporiki Bank to Alpha Bank. Watson, Farley & Williams Greece

6 04 SELECTED EXPERIENCE: MARITIME BNP Paribas Alma Advising BNP Paribas as agent and security trustee for three banks on loan facilities to Alma Maritime totalling US$490m. This was a complex, multi jurisdictional deal involving complicated intercreditor arrangements. Major Restructuring Acting for certain banks in connection with the restructuring of their individual facilities to a major shipping company based in Greece (in the context of the global restructuring of the shipping companyʹs overall indebtedness). Piraeus Bank ANEK Acting for Piraeus Bank and a syndicate of six other lenders in connection with the restructuring of a pre existing syndicated facility made available to ANEK, a Greek listed ferry company. Shipbuilding Contract Negotiations Advising a major Greek owner when it cancelled shipbuilding contracts for a multi ship order in China. Advising on the rights and risks involved and on the settlement agreements and negotiations which allowed construction to continue. Piraeus Bank ANEK Acting for Piraeus Bank and a syndicate of six other lenders in connection with work out solutions regarding certain ANEK vessels, and advising the syndicate on how to deal with various defaults and arrests of ANEK s vessels in various jurisdictions. Commerzbank AG Advising on the transfer of three Capesize newbuildings after its customers were unable to meet its loan obligations. The bank enforced its security and transferred the shipbuilding contracts, refund guarantees and the charters to a different customer. Shipbuilding Contract Negotiations Acting for a joint venture which ordered 15 newbuildings in China both in the negotiation of the shipbuilding contracts and the subsequent negotiations resulting from the delays in construction. Shipbuilding Contract Negotiations Advising a Greek shipowning group in amending orders at an Asian yard, including changing the types of ship ordered and transferring instalments paid for cancelled ships to the contract price for the ships being maintained. Mexican Trust Structures Advising a number of banks in taking security over ships to be transferred to the Mexican flag. The transactions were structured using a complicated Mexican leasing scheme.

7 SELECTED EXPERIENCE: PROJECT & STRUCTURED FINANCE 05 Project & structured finance International Financial Institution Advising on the restructuring of a loan facility granted to a ferry company listed on the Athens Stock Exchange. Credit Suisse Advising on the Athens Stock Exchange delisting requirements and preservation of security rights following such delisting. Major Oil Trading Company Advising on offtake arrangements with a Greek counterparty. Emporiki Bank S.A. Acting for Emporiki Bank S.A. on the innovative project financing of a portfolio of over 35 small operating PV facilities throughout Greece owned and built by companies in the Origis Energy group. UniCredit Bank AG Advising UniCredit Bank AG, Greek Branch, on restructuring its corporate and structured finance portfolio with its domestic and international clients, including restructuring of non performing loans and enforcement issues. EEN Viotia S.A Acting for EEN Viotia, the joint venture between a subsidiary of French EDF EN S.A. and the Greek PPC Renewables S.A., in the negotiation and drafting of Greek law bond loan project finance for three wind farms in Greece. HSBC Bank plc (Greece) Advising on the restructuring of bond loan facilities for a number of large Greek corporates. Non Greek Investment Fund Representing the fund on the financing of a ferry company listed on the Athens Stock Exchange. Our advice included complex financial structures and regulatory advice on Greek capital markets legislation. HSBC Bank plc (Madrid Branch) and Alpha Bank S.A. Acting on the Greek law bond loan financing of two wind farms in Greece owned by Acciona. This involved a number of litigation and licensing issues as well as complex finance documentation. Watson, Farley & Williams Greece

8 06 SELECTED EXPERIENCE: PROJECT & STRUCTURED FINANCE Bulgarian Shopping Mall Acting for the borrower regarding the refinancing of the acquisition and the financing of subsequent development and operation of the Tzarigradkso Mall in Sofia, Bulgaria, provided by Piraeus Bank SA and Alpha Bank SA. UniCredit Bank AG Acting as Greek and German legal counsel for UniCredit Bank AG as the bondholdersʹ agent and security agent in the issue of a bond loan to the Greek Public Power Corporation SA in the amount of 739m with a syndicate of foreign banks and ECA support. EEN Hellas Acting for EEN Hellas, a subsidiary of EDF Energies Nouvelles in the cross collateralised financing of an 18 MW wind farm in Viotia and a 6 MW photovoltaic facility in Lakonia. Emporiki Bank of Greece S.A. Acting for Emporiki Bank on the Greek law bond loan funding of a 7 MW photovoltaic project for Quest Energy SA, the first of a large PV and wind portfolio. Standard Chartered Bank Advising the bank regarding a US$50m reserve based reducing facility and a US$10m junior facility to Energean S.A. to fund new drilling in new offshore oilfields in northern Greece. AES Solar Energy Ltd. Acting for a subsidiary of AES Solar on the acquisition of a 25m non recourse debt facility for the Iktinos project, a 4.3 MW facility in Florina, Greece, with Landesbank Baden Württemberg. Aioliko Parko Kedros SA Acting for Aioliko Parko Kedros SA (part of the Eunice Energy Group) in the project financing of its 13.8 MW wind farm in Viotia, Greece, with Unicredit Bank AG. Hotel Finance Advising a Greek hotelier on restructuring its corporate finance obligations and potential enforcement and insolvency issues.

9 SELECTED EXPERIENCE: CORPORATE 07 Corporate The Hellenic Republic Asset Development Fund SA Providing international and Greek legal advice on the sale and lease back of 28 state buildings with a sale value of 231m. This included drafting bid, lease and property transfer agreements and advising on public procurement issues. The Hellenic Republic Asset Development Fund SA Providing international legal advice on drafting the contracts for the 915m sale of the entire shareholding of Hellinikon S.A., the company holding the development rights to the six million m 2 former Athens airport site. Non European Airport Operator Advising on joint venture and shareholder arrangements for a consortium with Greek commercial groups to bid on the privatisation of up to 20 Greek regional airports. Iktinos S.A. Representing Iktinos in its application to the Supreme Administrative Court to set aside the legislation imposing a two year 25% levy on the income of its photovoltaic facility as a breach of the Greek constitution. Greek Hotel Chain Advising on the sale of shares of its hotel owning company to an international investment fund, including negotiating management and consultancy services agreements. WPD AG Representing WPD in the sale of its interests in two Greek companies, each owning an approximately 5 MW photovoltaic generation project, to Enel Green Power Hellas SA. Sapes Gold Mining Lease Drafting the Greek Solicitor s Report for the AUS$42.5m minimum capital raising prospectus issued by Glory Resources Limited for the acquisition of the Sapes Gold Mine project in northern Greece. Eren Développement S.A. Advising the company on the acquisition of the 25.5 MW Kithaironas operating wind farm in Viotia from the Gamesa group. Motorway Sponsor Advising a consortium member on its rights and obligations relating to a large motorway construction project. Watson, Farley & Williams Greece

10 08 SELECTED EXPERIENCE: CORPORATE Good Energies UK LLP Representing London based Good Energies in relation to its acquisitions of various Greek companies with development and operational wind farms, as well as with joint venture agreements with its Greek partners. Investec Bank plc Acting for Investec in its investments in six wind farm projects in Greece with a Greek developer, including acquisition agreements, project finance, shareholder finance, project contracts and general licensing subsidy advice. Injunctions and Enforcement Representing a large commercial bank in relation to pre trial asset security injunctions, enforcement and insolvency issues relating to the collection of claims against the bank s corporate clients. Employee Action Representing a large foreign client in obtaining interim security measures against the assets of a former local employee following alleged thefts from the client. Torm and FR8 Limited Filing merger notification before the Hellenic Competition Committee on behalf of Torm and FR8 Limited. Following completion Torm and FR8 Limited gained joint control, with each holding 50% in FR8 Holdings Pte. Limited. Heliosphera S.A. Acting on equity investment agreements, second lien bond loan financing and equipment supply contracts for a 180m, 60 MW photovoltaic cell manufacturing facility in the Peloponnese. FHL Kyriakides SA Acting for the vendor, a listed marble quarrying and trading company, in the sale of its snow white marble quarry subsidiary in the former Yugoslav Republic of Macedonia to a UK equity investor. Solar Thermal Project Drafting articles of association and shareholdersʹ agreements for the investment vehicle controlling companies with over 100 MW in solar thermal generation licences. Conference Organiser Drafting contract precedents for a leading Greek medical conference organiser, as well as advising them on data protection and various regulations.

11 TEAM PROFILE 09 Team profile The following pages provide details of our skilled team in Greece. George Paleokrassas ʹstands out because of his common sense, speed, accuracy and ability to circumnavigate obstacles successfullyʹ, say clients. Virginia Murray is insightful and meticulous and demonstrates a huge skill set. Legal 500 EMEA 2014 George Paleokrassas Partner gpaleokrassas@wfw.com George Paleokrassas is a partner in the Asset Finance Group, and head of the Greek office. George deals with a broad range of maritime and finance work, acting for major shipping lenders in the structuring and restructuring of loan transactions as well as for owners and operators in commercial shipping matters (including in connection with shipbuilding contracts, charterparties, leasing structures, joint ventures and ship sale and purchase transactions) and in other general corporate matters involving shipowning groups. He also has been involved in a number of nonmaritime projects such as the financing of shopping malls, the acquisition of a TV station and the financing of an African flour mill, acting in all cases on behalf of shipowning groups which have investments outside of the shipping sector. Virginia Murray Partner vmurray@wfw.com Virginia Murray is a partner in the Project & Structured Finance Group and head of the Greek law corporate, projects and finance practice. Virginia graduated from Cambridge University in 1989 and practised as a barrister in London for five years before moving to Athens and qualifying as a lawyer of the Athens Bar in She joined Watson, Farley & Williams in 2007 after ten years at a major Greek commercial law firm and specialises in acquisitions and financing in real estate, infrastructure and energy, as well as other corporate M&A and finance deals in Greece for Greek and foreign investors and banks. Watson, Farley & Williams Greece

12 10 TEAM PROFILE Marisetta Marcopoulou Partner Marisetta Marcopoulou is a partner in the Project & Structured Finance Group. Marisetta graduated from the University of Athens Law School in 1994 and has an L.L.M in International Business Law from the University of London (UCL). She specialises in banking (both transactional and regulatory), project finance (with emphasis on renewable energy related projects), corporate law (with emphasis on M&A) and Greek merger control regulation. She has acted for Greek and foreign investors and credit institutions. Nikolaos Kostikas Partner nkostikas@wfw.com Nikolaos Kostikas is a partner in the Project & Structured Finance Group. He joined the firm in 2010 after having practised banking and commercial law with a renowned Greek law firm, followed by ten years directly in the financial sector. Nikolaos has extensive experience in a broad range of domestic and cross border corporate, structured and project finance transactions. He specialises in corporate banking, financial services, capital markets law and regulatory issues, including data protection law. In addition, he has a wide experience in restructuring and work out cases, and in commercial and banking litigation. Alexia Hatzimichalis Partner ahatzimichalis@wfw.com Alexia Hatzimichalis is a partner in the Asset Finance Group. She deals with a wide range of ship finance matters. She has been involved in many of the high profile financings undertaken by the Athens office and in the renegotiation of shipbuilding contracts regarding a multiple order of newbuildings by one of the largest Greek shipowning groups. She also regularly acts for buyers and sellers on sale and purchase transactions. Her clients include Greek and international banks, other financial institutions, Greek shipowning groups and US listed companies.

13 TEAM PROFILE 11 Nadine Akleh Theocharis Almpanidis Georgia Asimakopoulos Christoforos Bisbikos Maira Galani Penny Gemona Vassiliki Georgopoulos Christina Giagka Valina Giouzelaki Matina Kanellopoulou Kelina Kantzou Dimitris Karamacheras Watson, Farley & Williams Greece

14 12 TEAM PROFILE Erica Lacombe Marinos Papadopoulos Eirini Portokalaki Konstantina Siozou Electra Stamatopoulos Irene Graff Anastasia Karayianni Lyberopoulos Paralegal Paralegal Eleni Skala Paralegal

15 REPUTATION 13 Reputation...gives practical advice on tricky subjects. Legal 500 EMEA quick thinking and well prepared. Sources say: A focused, quick and responsive team.... in a league of their own in Greece... Legal 500 EMEA 2014 Notably strong on financing matters in the shipping, energy and natural resources sectors. The speed and quality of advice is excellent. Legal 500 EMEA demonstrates a huge skill set. Legal 500 EMEA common sense, speed, accuracy and ability to circumnavigate obstacles successfully. Sources say: I particularly like this teamʹs businessminded approach. The lawyers donʹt only speak in legal clauses, but keep the business aspect in mind. Already known for its expertise in renewable energy projects, [WFW] has also been involved in several major privatisations. Legal 500 EMEA 2014 Highlighted by market sources for its energy sector prowess... Covers the full spectrum of corporate and commercial matters. Esteemed name in shipping finance....pragmatic and business oriented approach. Watson, Farley & Williams Greece

16 14 REPUTATION...provides the highest level of structured finance advice. Legal 500 EMEA focuses on ship finance...has an excellent reputation and experience. Legal 500 EMEA 2013 Sources say: The team has vast experience, and so provides very valuable expertise. This finance focused firm earns client praise for its experience and is particularly noted for its work in the renewables sector. Sources say: Focused on achieving the best result for the client. Chambers Europe holds a prominent position in the renewable energy sector... Legal 500 EMEA always very well prepared, informed and to the point. Chambers Europe 2013 Chambers Europe 2013 Sources say: The team is business oriented and knowledgeable. This firmʹs prowess in ship finance is widely admired. Chambers Europe a commercial approach that facilitates agreements. Chambers Europe 2013 Sources say: The team is reliable, knowledgeable and always responsive. Sources say: We like the teamʹs knowledge and swift responses. This team has a very commercial approach, is proactive, and always available. Chambers Europe 2013 Chambers Europe 2013

17 OUR APPROACH 15 Our approach Watson, Farley & Williams is a leading international law firm with offices in major financial centres in Europe, Asia and the USA. We have the skills to manage a wide range of corporate and finance transactions, and disputes, and to provide our clients with the high quality advice they require. We have teams which are integrated across legal disciplines and offices so that a consistent level of service can be provided on all matters, in each jurisdiction and in combination across borders. We continually invest in developing our expertise and reputation in the sectors we know best: Finance & Investment, Maritime, Energy, Natural Resources, Transport, Real Estate and ICT. We establish candid, open relationships with our clients and take the time to understand their businesses. We generally work in small, partner led teams where our sector knowledge and experience enable us to provide effective, commercially focused advice. Watson, Farley & Williams Greece

18 16 OUR OFFICES Our offices UK USA France Germany Italy London New York Paris Hamburg Rome 15 Appold Street London EC2A 2HB Tel: Fax: Avenue of the Americas New York, NY Tel: Fax: , avenue des Champs Elysées Paris Tel: Fax: Jungfernstieg Hamburg Tel: Fax: Piazza Navona, 49 2nd Floor int 2/ Rome Tel: Fax: Munich Milan Gewürzmühlstraße Munich Piazza del Carmine Milan Tel: Fax: Tel: Fax: Frankfurt Ulmenstraße Frankfurt am Main Tel: +49 (0) Fax:

19 OUR OFFICES 17 Spain Greece Singapore Thailand China Madrid Athens Singapore Bangkok Hong Kong Maria de Molina, Madrid Tel: Fax: th Floor, Building B, 348 Syngrou Avenue, Kallithea Tel: Fax: Battery Road #28 00 Singapore Tel: Fax: Unit 902, 9th Floor, GPF Witthayu Tower B 93/1, Wireless Road Patumwan, Bangkok Tel: Fax: Units One Pacific Place 88 Queensway Hong Kong Tel: Fax: All references to Watson, Farley & Williams and the firm in this publication mean Watson, Farley & Williams LLP and/or its affiliated undertakings. Any reference to a partner means a member of Watson, Farley & Williams LLP, or a member or partner in an affiliated undertaking, or an employee or consultant with equivalent standing and qualification. The transactions and matters referred to in this publication represent the experience of our lawyers. This publication is produced by Watson, Farley & Williams. It provides a summary of the legal issues, but is not intended to give specific legal advice. The situation described may not apply to your circumstances. If you require advice or have question or comments on its subject, please speak to your usual contact at Watson, Farley & Williams. This publication constitutes attorney advertising PIR 05/06/2014 Watson, Farley & Williams 2014 Watson, Farley & Williams Greece

20 wfw.com