GREECE Law and Practice Contributed by: Elizabeth Eleftheriades, Theodore Rakitzis, Angeliki Chalikia and Angelos Charalampidis, Kyriakides Georgopoulos Law Firm
6. Terms of Acquisition Documentation 6.1 Types of Consideration Mechanism In Greece, the predominant consideration mecha - nisms used in PE transactions are fixed-price struc - tures, typically combined with completion accounts and (less often) locked-box structures, depending on the nature and timeline of the deal. Locked-box structures are increasingly common in competitive or sponsor-driven transactions, particularly on the sell-side, as they provide price certainty and a clean exit. Completion accounts remain frequently used in bilateral deals where there is more flexibility to negoti - ate post-closing adjustments. Earn-outs and deferred consideration structures are also seen, particularly in transactions involving founder-led businesses, start- ups or growth-stage targets, where valuation gaps or performance-related risks need to be bridged. Rollo - ver structures –where part of the consideration is sat - isfied by equity in the acquiring vehicle – are typically used in deals where management teams or legacy shareholders are expected to remain involved post- acquisition. The involvement of a PE fund, whether as buyer or seller, tends to influence the consideration mechan - ics: as sellers, funds typically favour fixed-price and locked-box models to maximise deal certainty and avoid post-closing exposure; as buyers, they may accept more bespoke structures (including earn-outs or deferred payments) when acquiring founder-owned or early-stage businesses. Compared to corporate acquirers, PE sponsors often seek tighter contractual protections around leakage, working capital adjust - ments and earn-out conditions, and are generally less willing to accept open-ended indemnity risk. Overall, while the core consideration structures are consistent with broader European practice, their use in Greece is shaped by deal size, seller profile and timing sen - sitivity. 6.2 Locked-Box Consideration Structures While not unknown, it is not common for the equity price to accrue notional interest from the locked-box date to closing. This interest serves to compensate the seller for the time value of money and is typically calculated at an agreed annual rate, such as a fixed percentage or a reference rate (eg, EURIBOR plus
are annexed to the sale and purchase agreement (SPA) or form part of the disclosure exercise. In auction or cross-border processes, sellers increas - ingly request formal debt commitment letters or reli - ance confirmations from lenders to minimise execu - tion risk. Over the past 12 months, as financing conditions across Europe have tightened, there has been a noticeable shift in the Greek market towards higher equity contributions, more bridging structures and greater use of alternative lenders or private credit funds to fill funding gaps. As a result, legal advisers are placing more emphasis on ensuring that fund - ing sources are clearly documented and aligned with completion obligations in the deal documentation. 5.4 Multiple Investors While not the prevailing model, consortium transac - tions involving multiple PE sponsors do occur in the Greek market, particularly in large-scale infrastruc - ture, energy and privatisation deals where the capital requirements or sector expertise favour collaboration. Greek PE deals featuring co-investment structures – eg, involving limited partners (LPs) investing alongside the lead general partner (GP) – may be encountered on a deal-by-deal basis and, most commonly, in venture capital funds active in the start-up ecosystem. These co-investors are often passive LPs in the main fund who either co-invest directly in the target or invest in a parallel SPV formed by the fund managers, and take a minority stake without participating in governance or day-to-day management. However, co-investment by external institutional investors – such as family offices, pension funds or regional development institutions – is also observed. While consortia involving both a PE fund and a corpo - rate investor are relatively less common in the Greek market compared to other jurisdictions, they do arise where the corporate participant brings strategic or operational value – such as in energy transition pro - jects, major hotel transactions, infrastructure (includ - ing digital infrastructure) and healthcare. Overall, the use of co-investment and consortium structures is growing, driven by capital efficiency, diversification and competitive positioning in high-value or regulated sectors.
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