Your Legal Partners’ Katerina Politopoulou, Maria Golfinopoulou, and Prokopis Linardos Talk About the Deal of the Year in Greece.
CEELM: First, congratulations on winning the Deal of the Year Award in Greece!
Golfinopoulou: Thank you very much. This was the first time that our law firm was honored to receive a Deal of the Year award at the 2023 CEE Legal Matters Deal of the Year Awards.
CEELM: Can you describe the deal for us, and Your Legal Partners’ role in making it happen?
Golfinopoulou: The deal consisted of the acquisition by an international consortium consisting of Grimaldi Euromed, Minoan Lines, and EKEV Consortium of a majority stake of 67% of the port of Igoumenitsa operating company (Port of Igoumenitsa Authority), the state-run company having the right by virtue of a Concession Agreement with the Hellenic Republic to exclusively use and operate the buildings, land, and facilities of four ports: the port of Igoumenitsa, the fishing shelter of Sagiada, the fishing shelter of Plataria, and the pleasure boat shelter of Sivota, which are located in northwestern Greece. The acquisition took place following an international tender launched by the seller of the majority shares – the Hellenic Republic Asset Development Fund (HRADF) – which is the Greek privatization fund. This transaction was part of the HRADF’s ambitious port privatization program.
Politopoulou: The privatization took place through the sale of a majority stake in the share capital of the State-run Port of Igoumenitsa Authority along with the revision of the respective concession agreement between the port operating company and the Greek state, as well as the conclusion of a shareholders’ agreement between the HRADF and the investor aiming to make the corporate governance of the port operating company compatible with the private sector. Grimaldi Euromed, Minoan Lines, and EKEV Consortium were selected as the preferred bidder. The SPA and the amendment of the concession agreement were signed in March 2023, while the transfer of the shares was completed on October 20, 2023. Your Legal Partners acted as legal advisor to the seller, HRADF.
CEELM: How did you land the mandate and what do you believe it was about your team that got it for you?
Linardos: We were appointed by the HRADF following a tender process jointly with two Greek law firms – AKL Law Firm and DVLaw. Your Legal Partners was well positioned having already worked in three of HRADF’s most notable projects with a successful closing: the privatization of the 14 Regional Airports, the Alimos Marina Concession, the sale of HRADF’s 30% stake at Athens International Airport (AIA) and later on listing and admission to trading of all AIA’s shares on the Main Market of Regulated Securities Market of Athens Stock Exchange, one of the largest-ever IPOs on the Athens Stock Exchange. AKL had also worked in the past on the privatization of the ports of Piraeus and Thessaloniki. Our consortium’s expertise in the privatization of infrastructure projects gave us a competitive advantage against other bidding law firms.
CEELM: What was the most difficult part of this deal and how did you/your team circumvent it?
Golfinopoulou: The privatization of the Igoumenitsa Port Authority proved to be very challenging. One difficulty was to prepare a 100% state-run company for privatization. Another difficulty consisted in the fact that the port land zone was vast and the Igoumenitsa Port Authority operated many assets which were not directly related to the port and the neighboring fishing and boat shelters. So, an important task was to limit the port land zone and the authority’s operations to those strictly related to the operation of the port and the fishing and boat shelters.
Politopoulou: This proved to be a particularly complex and time-consuming process since many governmental and local authorities were involved and decisions had to be made with a view to maximizing the port’s growth potential taking, at the same time, into account the Greek state’s interests as the owner of the asset and the concerns of local authorities and the local community.
Linardos: Our role as the seller’s advisors was to identify during the due diligence process the assets run by the authority and its rights and obligations and to help the HRADF implement the solutions selected. The implementation phase entailed cooperation with many governmental authorities, amendment of laws, etc.
CEELM: In contrast, what, from your perspective, went particularly smoothly and what do you believe contributed to it?
Golfinopoulou: The HRADF tendered the privatization of the four ports in the following order: Alexandroupolise, Igoumenitsa, Herakleion, and Volos. The same team of legal, financial, and technical advisors had worked with the HRADF on the Alexandroupolis port privatization, which was aborted in 2022 at a mature stage, due to national security reasons. Nevertheless, the experience gained from the Alexandroupolis project facilitated the work of the legal advisor, especially in the document drafting and negotiation phase.
Politopoulou: I would also like to note that the tender was launched in July 2020, shortly before the outbreak of the COVID-19 pandemic. So, a big part of the project was carried out during the time that COVID-19 restrictions were in place. Nevertheless, the cooperation between the HRADF, the port authority, and the advisors went very smoothly. The HRADF’s determination to pursue this privatization and the advisors’ experience in working on projects of this caliber contributed to this success.
CEELM: What does this deal closing mean for your client?
Linardos: The privatization of Greek regional ports is high on the agenda of the HRADF. The Igoumenitsa port privatization is a milestone transaction for the HRADF, as it was the first out of 10 regional port transactions that achieved closing.
CEELM: Taking a wider perspective, in your view, what is the significance of this deal for the Greek market? Why do you believe the judges voted for this deal over the others?
Golfinopoulou: This deal was a success story for the HRADF not only because the purchase price offered exceeded the HRADF’s target but also because the privatization is expected to boost the port’s development and benefit the regional economy and the Greek economy in general.
Politopoulou: As mentioned above, this was a very demanding deal. It was an M&A deal but in a project development and privatization context. Our work as legal advisors was very intriguing because we had to find solutions to a wide variety of issues extending from public procurement, real estate law, expropriation law, administrative law, environmental law and urban planning issues, employment law, competition law, public subsidies, corporate and corporate governance law, M&A drafting and negotiations, etc. I think that judges appreciated the complexity of the project and the various legal issues that arose and voted for this deal over others.
CEELM: Do you believe we can expect other similar deals in the country? Why/why not?
Linardos: The privatization processes of two more out of the original four ports – Herakleion and Volos – are ongoing. The SPA for Heraklion (Crete’s biggest port) was signed in December 2023 and the transaction is scheduled to close soon. The HRADF has issued tenders for the privatization of more regional ports and marinas.
This article was originally published in Issue 11.6 of the CEE Legal Matters Magazine. If you would like to receive a hard copy of the magazine, you can subscribe here.
