Zepos & Yannopoulos acted as advisor on matters of Greek law to the Joint Global Coordinators (HSBC Bank plc, Mediobanca-Banca di Credito Finanziario S.p.A. and Merrill Lynch International), to the Joint Bookrunners and to the Co-lead Managers in the latest recapitalization of Eurobank Ergasias S.A.
Finance & Capital Markets
We advised Eurobank Ergasias S.A. (“Eurobank”), a Greek systemic bank listed on the ATHEX, in Project Pillar, a securitisation of a non-performing residential mortgage loan portfolio of gross book value of c. € 2 billion. The transaction is the first of its type in the market both in terms of asset class and in terms of structure, being the first Greek deal to have obtained green light from the ECB for Significant Risk Transfer recognition under the European Capital Requirements Regulation (575/2013) and a rating by DBRS (at BB).
The information memorandum on the take-over bid of Orkla Food Ingredients AS for the total of Stelios Kanakis S.A.’s shares listed on Athens Exchange has been approved by the Hellenic Capital Markets Commission on 30.05.2019 and has been made available to the public on 04.06.2019.
Zepos & Yannopoulos finance and capital markets team advises Orkla on the whole takeover bid process, including the announcement of the takeover bid, the preparation of the information memorandum and the squeeze-out process which will follow the completion of the take-over bid.
The transaction implements a pioneer legal structure sequencing a hive-down of PB’s recovery banking unit (RBU) into a licensed servicing NewCo, a retained securitisation of a approx. €27 billion GBV ringfencing the serviced portfolio and a bespoke SLA framework for the NPE, REO and reverse servicing arrangements.
The completion of the transaction resulted in Invel Real Estate, an investment firm focusing on real estate and distressed debt opportunities across Europe, becoming the largest ever investor in the Greek real estate market by successfully acquiring from National Bank of Greece a further 32.7% stake in NBG Pangaea REIC, the largest real estate investment company in Greece, for a consideration of €390,000,000, thus increasing its overall shareholding in NBG Pangaea REIC to circa 98.1%.
Zepos & Yannopoulos advised Thomas Cook Hotel Investments (TCHI), a joint venture between Thomas Cook plc and LMEY Investments AG, in a €40 million loan financing with Piraeus Bank. The transaction is the first in the strategic partnership of the two sides to grow TCHI’s investments in local hotel properties with Piraeus Bank as sole financier.
Zepos & Yannopoulos advised Famar in the restructuring of its €234 million debt and recapitalisation from private equity-backed Pillarstone platfrom, established by KKR and John Davison. Pillarstone Greece is among the first licensed servicing entities in Greece, founded to service non-performing exposures of the four Greek systemic banks under Greek law 4354/2015 on NPLs. Famar was the first account to enter in the platform and the second successful transaction of Pillarstone in Greece after Notos department stores earlier this summer.
We acted as transaction counsel for the establishment of and first, €500 million, issue under Eurobank’s new €5 billion covered bond programme backed with EUR-denominated and CHF-denominated Greek residential mortgage loans. The deal was arranged by Barclays.
Zepos & Yannopoulos advised the European Investment Bank (EIB) and the European Investment Fund (EIF) on the €101 million securitisation of automotive lease receivables for small and medium-sized enterprises (SMEs) originated by Autohellas SA, one of the leading independent car leasing companies in Greece.
Zepos & Yannopoulos advised CarVal Investors and Intrum on the acquisition of a portfolio of non-performing unsecured retail and small business loans of an outstanding principal amount of c.€2.0 billion sold by National Bank of Greece (Project Earth).