Davis Polk advised the joint global coordinators, joint bookrunners and co-bookrunners in connection with an offering by National Bank of Greece S.A. (“NBG”) of 1,524,851,811 new ordinary shares at a price of €0.30 per share in private placements outside of Greece. The total gross proceeds from the offering amounted to approximately €457.5 million. The new ordinary shares are listed on the Athens Stock Exchange.

Davis Polk also advised the dealer managers and structuring agents in connection with a liability management exercise in which NBG offered to holders of certain of its outstanding senior, tier 2 and preferred securities to exchange their securities for new ordinary shares of NBG.

The recapitalization followed the results of the comprehensive assessment of the four systemic Greek banks conducted by the European Central Bank in October 2015 and was part of the measures envisaged under the third economic adjustment program for Greece. The recapitalization comprised a range of capital actions intended to cover the capital shortfalls identified by the comprehensive assessment, including offerings of shares in and outside of Greece, a liability management exercise and the issue of shares and contingent convertible bonds to the Greek stability fund.

Founded in 1841, NBG is one of the largest financial institutions in Greece, providing a wide range of financial services, including retail, commercial and investment banking services and asset management and insurance. NBG has operations in Greece, its principal market, and in most markets of Southeastern Europe (Albania, Bulgaria, Cyprus, the Former Yugoslav Republic of Macedonia, Romania, Serbia and Turkey).

The Davis Polk corporate team included partners Jeffrey M. Oakes and Reuven B. Young, counsel Radoslaw Michalak and associate Elisabeth Milan. Partner Simon Witty and European counsel John Taylor provided English law advice. Partner John D. Paton and associate Lena X. Qiu provided U.S. tax advice. Partner Jonathan Cooklin and associate Dominic Foulkes provided English tax advice. All members of the Davis Polk team are based in the London office.