Overview & Experience

The lawyers in our Capital Markets & Securities practice have the experience, creativity and knowledge necessary to provide extraordinary service to businesses seeking to access the capital markets and to the investment banking firms that assist them. We understand that nothing is more vital to the growth and development of both emerging and seasoned businesses than raising capital. This understanding is reflected in our commitment to ensure that securities offering in which we are involved are completed on time and in a manner that meets the objectives of our clients.

Our experience in Capital Markets & Securities consists of legal assistance with respect to transactions involving publicly held companies, listed on the Bucharest Stock Exchange and on the RASDAQ alternative system, as well as to various regulatory issues. We provided extensive advice to companies from various sectors and have worked closely with the Romanian capital markets regulatory body, the Financial Supervisory Authority (FSA), on aspects such as the interpretation and implementation of sale offering and listing procedures, Public Take Over (PTO) procedures and PTO pricing regulations, the adjustment and harmonization of securities regulations with the market requirements.

Răzvan Stoicescu
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9V8A3124 Razvan Stoicescu resized

Partner

Areas of practice:Mergers & Acquisitions / Privatisation, Banking & Finance, Capital Markets & Securities, Telecom, IT & Media, Restructuring & Insolvency

 Phone: +40 21 202 59 00

Fax:  +40 21 223 04 95

E-mail: razvan.stoicescu@musat.ro

Address: 43 Aviatorilor Boulevard, 1st District, Code 011853, Bucharest, Romania

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A selection of our recent relevant instructions includes advising:

  • The international underwriters syndicate in connection with the initial public offering of 105% in one of the most important players in the electricity distribution, supply and energetic services sectors in Romania and its admission to trading on the Bucharest Stock Exchange. Our mandate covered conducting an extensive due-diligence exercise on the target, drafting the prospectus and assisting the underwriters throughout the IPO and listing process. Another particularity of the project was the issuance of GDRs on newly issued shares. The issuance has been successfully listed in July 2014 on the Bucharest Stock Exchange and GDRs are listed and traded on the London Stock Exchange (transaction value: EUR 440,000,000).
  • The brokers syndicate in connection with legal assistance in underwriting the public offering for the sale of 10% of the share capital in the national nuclear power producer on the Bucharest Stock Exchange, successfully closed in September 2013. We acted as local underwriters’ counsel during all stages of the listing process, including drafting the legal due diligence report and the offering prospectus, as well as providing support throughout the offering process (transaction value: over EUR 70,000,000).
  • One of the top Romanian State institutions in connection with the secondary public offering on the Bucharest Stock Exchange for the sale of 15% of the shares held in the National Gas Transmission and Grid Operator. Musat & Asociatii assisted the Romanian State throughout the process, including selecting the underwriter, structuring and implementing the sale process, as well as providing legal advice in all matters pertaining to the offering in the target. The offering process successfully closed in April 2013 (transaction value: EUR 72,000,000).
  • The underwriters syndicate in connection with the initial public offering (IPO) related to the issuance of a stake between 12-15.29% of the share capital of a leading State-owned energy producer in Romania. Our mandate includes drafting a legal due diligence describing the legal regulatory framework, as well as assisting the client throughout all the steps of the public offering process.
  • The third largest bank in the Romanian banking sector, listed on the Bucharest Stock Exchange, in relation to the structuring and preparation of a EUR 30,000,000 convertible bonds issuance to be placed both to institutional investors and to other shareholders and investors.
  • The third largest bank in the Romanian banking sector, listed on the Bucharest Stock Exchange, in relation to the structuring and preparation of a EUR 30,000,000 convertible bonds issuance to be placed both to institutional investors and to other shareholders and investors.
  • The Romanian National Authorities in connection with the secondary public offering on the Bucharest Stock Exchange for the sale of 15% of the shares held in the National Electricity Transport and System Operator, oversubscribed and successfully closed on 28 March 2012. Following this offering, the state received EUR 37,700,000. Our firm assisted the Romanian State throughout the entire process, including selecting the underwriter, structuring and implementing the sale process.
  • One of the top Romanian State institutions in connection with the initial public offering (IPO) on the Bucharest Stock Exchange for the sale, by the Romanian State, of 20% of the shares held in the major player in the Romanian airline industry.
  • One of the top Romanian railway equipment producers in connection with the acquisition of the controlling stake in two companies listed on the Rasdaq market. Our advice covered the full spectrum of take-over issues specific to the Capital Markets practice, from deal structuring and execution to matters related to post-acquisition of control in the targets, implementation of mandatory take-over offerings and minority shareholding squeeze-out.
  • The second-largest oil and gas player in the Romanian market in connection with the EUR 90,000,000 acquisition of the remaining free float of its refining business subsidiaries, so far the most successful mandatory public offering ever conducted on the Bucharest Stock Exchange. Further legal work included the subsequent procedures for squeeze-out and final delisting from the Bucharest Stock Exchange in respect of these companies, representation before the relevant authorities, such as the National Securities Commission and the Romanian Competition Council, as well as advice on the entire range of corporate governance and minority shareholder rights related thereto.
  • A leading State-owned utility supplier, as part of a consortium, throughout the stages of preparing and conducting the privatization process, by an initial public offering (IPO) of the electricity supply subsidiary of one of the most important players in the electricity distribution, supply and energetic services sectors in Romania. Our mandate covers conducting an extensive due-diligence exercise, drafting the prospectus and assisting the client throughout the IPO process.
  • The Romanian National Authorities in connection with the privatization of one of the largest State-owned companies in the chemical industry listed on the Bucharest Stock Exchange. We assisted the client throughout the privatization process, including advice in preparing the related privatization documentation and the privatization strategy.
  • The leading oil and gas corporation in Central Europe in connection with a successful capital increase of EUR 750,000,000 through the issuance of new shares on the Vienna Stock Exchange.
  • The local market leader in the spirit drinks industry in connection with the buy-out from the stock exchange and further delisting of one of its affiliates, via public offering.
  • The leading French pharmaceutical producer on various capital markets issues and regulatory matters specific to the Romanian market, following its take-over of a leading generics business, part of the third largest and fast growing generics company in Europe for over EUR 17,400,000.
  • One of the leading players in the beer industry in connection with the acquisition of an absolute majority stake in a local beer producer. The firm advised on the strategy to be followed on capital markets issues in relation to the structuring and implementation of the entire acquisition process, conducting the subsequent procedures for mandatory public offering, squeeze-out and final delisting of the target from the Bucharest Stock Exchange.
  • The capital markets regulatory authority in connection with the performance of the initial public offering in respect of one the largest European private aluminum extrusion and profiles production group for the purposes of its flotation on the Bucharest Stock Exchange, including issues related to the public offer prospectus, offer validity, as well as public offer allocation and settlement.
  • A global business process outsourcing and technology services provider in connection with the USD 600,000,000 initial public offering on the New York Stock Exchange. The company is India’s largest business process outsourcing company, having a global network of more than 25 locations in nine countries.
  • One of the leading Israeli-based investment and real estate funds in connection with the preparation of a shelf prospectus for the offering of shares, options, debentures and convertible debentures on the Tel Aviv Stock Exchange, with an overall transaction value of USD 250,000,000.
  • One of the top Central European investment funds in connection with the take-over of several targets in the banking, hospitality and construction sectors, totaling over EUR 300,000,000, via transactions conducted on the capital market.
  • The leading US-based investment bank on various capital markets matters with respect to a broad range of commodity and currency forward, option or swap transactions documented by ISDA Master Agreements.
  • A leading Belgian financial group in connection with the acquisition of a local independent securities broker, as well as of a Romanian-based company managing open-end investment funds active on the Romanian and European capital markets.
  • One of the top European banks with respect to the implementation, within its Romanian subsidiary, of Directive 2004/39/EC of the European Parliament and of the Council on markets in financial instruments and of Commission Directive 2006/73/EC implementing Directive 2004/39/EC as regards organizational requirements and operating conditions for investment firms. We have advised the client with respect to applicable MIFID requirements, as implemented under Romanian law, in relation to structured products, derivatives and non-listed securities intended to be offered by the Bank, and performed an extensive review of the related terms and conditions with a view to ensuring compliance with the MIFID requirements.
  • A leading Indian chemical group in connection with the successful capital market acquisition of one of the largest industrial soda ash producers in Romania. The acquisition, targeting 66.74% of the company’s share capital, was performed by a cross transaction, followed by a mandatory public offering.
  • One of the top three local banks on various capital market issues, including regulatory requirements applicable to investment firms in the context of cross-border offerings, disclosure issues, mandatory public offerings.

Accolades 
Muşat & Asociaţii is ”well known for assisting the Romanian state with a series of high-profile privatisations” and is ”involved in a lot of high-profile IPOs”. Source: IFLR 1000

"I definitely recommend this law firm for capital markets." "Involved in a lot of high-profile IPOs." Source: IFLR 1000

Ranked as highly recommended in Capital Markets by International Financial Law Review (IFLR), Chambers and Partners and Legal 500.

“Muşat & Asociaţii is one of the most active firms in Romanian capital markets, with significant know-how in a wide range of equity matters”. Source: Legal 500

Clients about Muşat & Asociaţii: “You can't go wrong with Muşat, it always leaves a good impression.” Source: Chambers & Partners

“Working with Muşat & Asociaţii has constantly been very satisfying; they know our business very well, have great command of the legal matters and understand perfectly our requirements" Source: IFLR 1000

Muşat & Asociaţii has “a dominant share of the country's business” and “garners much respect from its competitors and clients.” Source: IFLR 1000

Muşat & Asociaţii: “a firm with international standards and an important local player.” Source: Chambers & Partners

Clients appreciate the firm's “competence and timely manner”, acknowledging that the “service they provide is excellent and we always feel confident that what we ask from them will be delivered.” Source: Legal 500

Clients are quick to praise the firm’s flexible service: “They are there when we need them, even at very short notice.” Source: Chambers & Partners

“Muşat & Asociaţii - indefatigable Romanian giant [which] retains an impressive list of corporate clients and virtually unparalleled contacts with government agencies.” Source: Chambers & Partners
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