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October 5, 2022

CMS advises National Bank of Greece on the sale of a large NPL portfolio to Bain Capital Credit

International law firm CMS has advised National Bank of Greece (NBG) on the disposal of a Romanian-risk corporate non-performing and sub-performing loan (NPE) portfolio with a total gross book value of c. €174 million (€102 million of allocated collateral value) to a consortium composed of Bain Capital Credit, a leading global credit specialist, and APS.

Being implemented in the context of NBG’s NPE deleveraging strategy and in accordance with the Operational Targets submitted to the Single Supervisory Mechanism, the transaction is one of the largest recent corporate NPL sales in the Romanian market. The transaction is in line with the European Commission’s NPL action plan, which is intended to prevent a future build-up of NPLs across the European Union. It may also mark the resumption of NPL transactions in Romania, as many businesses and households have come under significant financial pressure due to the pandemic.

The CMS team advised NBG on all legal aspects of the transaction including structuring, sell-side due diligence, sell-side data room, complex contractual, securitization, negotiation and signing assistance. The closing of the transaction is subject to standard conditions precedent, including the approval of the transaction by the competent regulatory authorities in Romania, as well as the consent of the Hellenic Financial Stability Fund.

“The assistance provided by CMS lawyers in this project confirms our team’s leading position in the NPL transactions field. Completing this transaction in such a challenging timeframe denotes that the sale of these portfolios remains one of the key tools for banks to efficiently manage these cases. Restructuring and reorganization of distressed assets and/or companies are likely to remain the main scenes for acquisitions and investments in the next period, regardless of the area from which investors come”, said Rodica Manea, Partner Corporate M&A at CMS Romania.

Horea Popescu, Managing Partner of CMS Romania and Head of CEE Corporate M&A, comments: “The market offers investment opportunities for those willing to take risks. Transactions with non-performing assets, so-called “distressed-driven M&A”, as well as sales of non-core assets of large companies are expected to be important generators of M&A activity. At the same time, transactions are anticipated to continue in areas that have proven to be among the most resilient during lockdown periods, such as energy, technology, media and telecoms (TMT), financial services, pharmaceuticals, medical and biotechnology (PMB)”.


The transaction was led by Corporate partner Rodica Manea and supported by Finance partner Cristina Reichmann and Corporate senior associate Claudia Nagy (Corporate). The wider team included Adina Nanescu and Andreea Armanu (Finance); Alexandru Dumitrescu (Real Estate); Raluca Ionescu, Simona Strava, Eduard Roventa and Cristina Ciomos (Corporate); Anna Morogai, Tatiana Casapciuc, Andrei Cristescu and Adrian Linca (Commercial); and Roxana Popel (Tax); as well as other lawyers from CMS Romania.

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