български

FINANCE

The finance practice of Yonev Valkov Nenov combines services provided to both the financial institutions and their customers. The opportunity to work on similar financing transactions advising parties on different sides of the deals has given us deeper knowledge and understanding of these complex relationships.

Project, Acquisition and Real Estate Finance

Our service includes advice relating to project, property and construction financing through a wide range of lending transactions, including syndicated loans and sophisticated factoring deals. We are regularly engaged in structuring, negotiation and implementation of large-scale financing projects. In some major international transactions we are partnering to leading European practices taking responsibility for the due diligence report, reviewing the transaction documents from the Bulgarian law perspective, drafting the security documents, and assisting as local agent on conditions precedent and related matters.

To deliver a fully integrated service, our finance practice is supported by the real estate practice (due diligence and collateralization); the public procurement practice (negotiating factoring schemes in public procurement contracts; obtaining state guarantees and governmental letters of comfort; offset in special procurements, etc.); the tax practice (avoidance of double taxation), etc. Normally, the local counsel is not involved in the financing of a Bulgarian business’ acquisition made by a foreign buyer. Nevertheless, we have had the opportunity to work on the structuring of a well-designed OpCo/PropCo financing which, although ultimately unrealised, gave us experience and confidence in dealing with innovative financing models.

Collateralization

Our specialist areas include collateralization of all kind of debts through registered pledges, mortgages, and other tailor made solutions. We draft the respective parts of the transaction documents, as well as the security documents, and assist in their proper execution and registration. We have acted as local agent of major international banks, assisting in fulfillment of the conditions precedent and providing legal opinions under the respective financing facilities.

A problem, in relation to which the local law may have a critical impact is the collateralization of a syndicated loan. We advise against the use of a parallel debt structure in Bulgaria and instead of it we have developed alternative models of “crossed” security or agreed active solidarity in favour of the security agent (as a joint and several creditor).

Our profound insolvency expertise guarantees that we will foresee and appropriately address the risks associated with a possible borrower’s insolvency. We utilize all available options entitling the lender to foreclosure outside bankruptcy, such as a going concern registered pledge specifying separate key assets and duly registered in the relevant registries or a legal segregation of the assets from the business. In Bulgaria close-out netting is generally enforceable upon bankruptcy but no case law is available on this point yet. There is no ISDA netting opinion for Bulgaria either. Thus, we undertake to examine our cliens' netting arrangements and to specifically opine on their enforceability.

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