GREECE Law and Practice Contributed by: Elizabeth Eleftheriades, Theodore Rakitzis, Angeliki Chalikia and Angelos Charalampidis, Kyriakides Georgopoulos Law Firm
In regulated sectors such as energy, financial services or telecoms, specific licensing and compliance mat - ters are also addressed. While related documents are commonly made avail - able to prospective bidders to facilitate preliminary review and pricing, it is not standard practice in the Greek market for sell-side advisers to provide legal reliance to bidders; therefore, confirmatory due dili - gence reports from buy-side advisers are commonly expected. In Greece, most PE acquisitions are carried out through privately negotiated sale and purchase agree - ments, with private tender offers being common as well. Public tender offers are relatively rare and are gener - ally limited to acquisitions of listed companies or pri - vatisations of state-owned enterprises or public utility operators. Court-approved mergers or schemes are uncommon in the PE context. In auction sales, acqui - sition terms are often more seller-friendly, with the sale and purchase agreements being drafted by the seller’s side, allowing limited scope for negotiation, shorter exclusivity periods and accelerated timelines. 5. Structure of Transactions 5.1 Structure of the Acquisition In contrast, privately negotiated bilateral deals tend to allow for more comprehensive due diligence and greater flexibility in negotiating key terms (including conditionality, indemnities and covenants), and may involve rollover investments and deferred considera - tion structures such as earn-outs. While the core legal framework remains consistent, deal dynamics, docu - mentation length and risk allocation vary significantly depending on whether the transaction is conducted as a bilateral negotiation or a competitive sale pro - cess. 5.2 Structure of the Buyer In Greece, PE-backed acquisitions are typically exe - cuted through special purpose vehicles (SPVs, com - monly referred to as BidCos), which are incorporated either in Greece or in another EU jurisdiction for tax,
regulatory or structural reasons. The PE fund itself generally does not appear as a party to the acquisi - tion or sale documentation. Instead, the SPV acts as the contracting entity, and the fund’s involvement is reflected at the shareholder or financing level. It is very rare for the fund itself to enter into equity commitment letters, subscription agreements or shareholder arrangements with the BidCo; meanwhile, the authors have seen cases where a subsidiary of the funds acts as guarantor, securing the performance of the SPV’s obligations deriving from the contractual documentation. Where co-investors or management rollover partici - pants are involved, they are typically integrated into the transaction structure through intermediate hold - ing companies positioned above the operating entity. The fund may be indirectly involved in approving deal terms or shaping governance rights post-acquisition. This structure allows for clearer risk allocation, ring- fencing of liabilities, and streamlined regulatory com - pliance for minority acquisitions (equity investments) by PE funds, though funds are usually contracted for directly through the fund manager. 5.3 Funding Structure of Private Equity Transactions PE transactions in Greece are typically financed through a combination of equity contributions from the fund and third-party debt, depending on the deal size and sector. For the equity-funded portion, it is common practice – particularly in competitive or mid- to-large cap transactions – for the PE sponsor to issue an equity commitment letter in favour of the BidCo to provide contractual certainty of funds. This letter is often referenced in the transaction documents, but is not directly enforceable by the seller unless expressly agreed. On the debt side, fully committed financing from banks or debt funds at signing is not always standard, particularly in less competitive or bilateral deals. It is important to note that few PE funds prefer to resort to financing by Greek banks, which (lately) is provided on very competitive terms. Instead, comfort is typically provided through financing term sheets, draft facility agreements or funding condition summaries, which
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