Category: Russia

Clifford Chance has advised CDB Aviation, a wholly-owned Irish subsidiary of China Development Bank Financial Leasing Co., Limited, on a long-term lease of three Airbus A320neo aircraft to Ural Airlines.

The first Airbus A320neo aircraft was delivered to Ural Airlines on August 6, 2019. The aircraft is a part of the lease agreement for a fleet of three A320neos, with the other two jets scheduled to arrive before the end of 2019. The delivery also marks the introduction of the first CFM International LEAP-1А-powered A320neo to be operated in Russia. According to Clifford Chance, “the neo aircraft is expected to support the expansion plans of Ural Airlines’ fleet and will be deployed on its growing flight network, with a planned increase in operations between Moscow’s Domodedovo and Yekaterinburg’s Koltsovo international airports and destinations throughout Europe and to China and the CIS.”

The Clifford Chance team was led by Partner Victoria Bortkevicha and included Senior Associate Vadim Turtsev and Associates Dmitry Elkin and Elen Martirosyan.

Alrud has advised Ctrip, the largest online travel agent in Asia, on its acquisition of a minority share in Russia’s Avia Center. Fangda Partners provided Chinese law advice to Ctrip on the deal, which closed in July 2019, while McFarlanes provided English law advice.

Avia Center is a Russian travel agency that has been in business since 2005.

The Alrud team included Partner Andrey Zharskiy, Senior Associate Timur Akhundov, Associate Dina Kravchenko, and Senior Attorney Kristina Akalovich.

Alrud has advised China Gold, a state-owned Chinese enterprise, on its entrance into a development agreement related to the Klyuchevskoye gold deposit in Russia’s Mogochinsky district. Deheng advised China Gold on matters of China and Hong Kong law.

China Gold was one of the companies that entered into the agreement with the Far East Development Fund, along with companies from Brazil, Russia, India, and South Africa. Over 12 million tons of ore are expected to be extracted each year, increasing gold production in the Trans-Baikal region by at least 40%.

Alrud’s team included Partner Andrey Zharskiy, Counsel Oleg Ezhov, Senior Associate Timur Akhundov, and Senior Attorneys Kristina Akalovich and Darya Degtyareva.

Ilyashev & Partners has advised the Kraft Heinz Company in connection with its business development in Russia.

According to Ilyashev & Partners the firm’s advice included advice related to intellectual property matters and litigation.

The Kraft Heinz Company is an American group corporation that is the fifth largest manufacturer of food and beverages in the world, with the company’s portfolio hosting more than 200 brands.

The Ilyashev & Partners team was led by Partner Vladimir Zakharov.

Dechert has advised the Kinross Gold Corporation on its USD 283 million acquisition of the Chulbatkan heap leach development project from N-mining. Debevoise advised N-mining on the deal.

Kinross is a Canada-based gold mining company with mines and projects in the United States, Brazil, Russia, Mauritania, Chile, and Ghana. It is listed on the Toronto and New York stock exchanges.

N-Mining is a Cyprus registered private mining company limited by shares, with a focus on deposits of base and precious metals in the Russian Far East and in the uplands of Cyprus.

Kinross described Chulbatkan as a high-grade open-pit heap leach project that is expected to “be a high-return operation with a low strip ratio, attractive costs, significant upside potential, and low relative execution risk.”

The Dechert team included Partners Laura Brank and Evgenia Korotkova and Associates Kirill Skopchevskiy, Maryana Batalova, and Pavel Dunaev.

Debevoise’s team included London Partner James Scoville, Moscow Partner Alan Kartashkin, International Counsel Maxim Kuleshov, and Associates Tamara Kulyk and Charles Low.

Liniya Prava has advised Gazprombank on it joint role as “co-manager” (along with Otkritie FC Bank, Sovcombank, and the Eurasian Development Bank) and underwriter on the Republic of Belarus’s August 7, 2019 placement of two bond issuances on the Moscow Stock Exchange.

The three-year government bonds were for a total amount of RUB 10 billion with a coupon rate of 8.65% per annum. 

According to Liniya Prava, “this placement was the first exit of the Republic of Belarus to the Russian public debt market after an almost ten-year hiatus. During 2019-2020, the Republic of Belarus plans to place three more issues of government bonds in the Russian market for a total amount of 20 billion Russian rubles.”

The Liniya Prava team was led by Partner Andrei Novakovsky and Lawyer Alexander Kuznetsov.

Morgan Lewis has advised Internet company and search provider Yandex NV on the acquisition of the intellectual property and call-centers of the Vezet group in Russia by MLU B.V — Yandex’s ride-sharing and food delivery joint venture with Uber. Bryan Cave Leighton Paisner advised Vezet on the deal.

The transaction is subject to regulatory approval and is expected to close by the end of 2019.

The Vezet ride-sharing service is available in more than 120 Russian cities under the Vezet, Taxi Saturn, Fasten, and Red Taxi brands. 

The Morgan Lewis team included London Partner Tim Corbet, Moscow-based Partners Dina Kzylkhodjaeva and Anastasia Dergacheva, and Moscow-based Associate Valentina Semenikhina.

The Bryan Cave Leighton Paisner team included Partners Matvey Kaploukhiy, Andrew Hart, Nikolay Voznesenskiy, and Evgeny Timofeev, Counsels Andrey Neminuschiy and Anna Zelenskaya, Senior Associates Alexey Koshelev, Anastasia Kudryashova, Dimitri Antipin, and Alexander Muravin, and Associate Ruslan Nurullaev.

Tonucci & Partners has successfully represented the St. Petersburg Mussorgsky State Academic Opera and Ballet Theatre in an Italian court against the Rome Opera Theater.

The case involved a claim for damages allegedly suffered by the Rome Opera Theater arising from, according to Tonucci & Partners, “the supposedly binding value of a letter of intent about the collaboration between the Rome Opera Theater and St. Petersburg Mussorgsky State Academic Opera and Ballet Theatre … on a series of concerts for the celebration of the 180th anniversary of the foundation of the Russian theater.”

The court agreed with the St. Petersburg Mussorgsky State Academic Opera and Ballet Theatre’s main argument that letters of intent in international practice are not binding as a matter of principle, despite the “substantialist” doctrine that legal documents need to be interpreted on the basis of their content. 

The Tonucci & Partners team consisted of Partner Alessandro Varrenti and Of Counsel Valentino Vescio di Martirano.

Debevoise & Plimpton has advised NLMK on a USD 500 million 7-year Eurobond offering.

The offering was made with an annual coupon rate of 4.70%, which Debevoise reports is “the lowest rate achieved by Russian & CIS corporate issuers for a USD Eurobond issue of seven years or longer since the previous NLMK issue in September 2017.”  The 4.7% Loan Participation Notes due in May 2026 were issued by Steel Funding D.A.C., an Irish company formed for the sole purpose of issuing debt instruments and financing loans to NLMK.

Debevoise advised on that 2017 issuance as well (as reported by CEE Legal Matters on February 21, 2017), as it had in 2016 (as reported on June 16, 2016) and 2015 (as reported on November 4, 2015).

J.P. Morgan and Societe Generale acted as the Joint Global Coordinators and Joint Bookrunners, and ING and UniCredit Bank acted as the Joint Bookrunners for the new issuance, which NLMK reports “was oversubscribed by more than three times with the order book exceeding USD 1.7 billion at the peak and more than 150 investors. The final order book was subscribed by a broad range of international investors, including investors from the UK (40%), Europe (27%), the United States (15%), Russia (15%) and others, with Asset Managers & Funds taking the majority (78%) of allocations followed by Banks & Private Banks (22%).”

The Debevoise team was led by London Partner James Scoville and included London Partner Alan Davies, Moscow International Counsel Dmitry Karamyslov and Associates Svetlana Panfilova and Timur Ochkhaev. Tax advice was provided by London International Counsel Cecile Beurrier and Associate Patrick Fasoro.

Nadmitov, Ivanov and Partners has represented the interests of Israel’s Rivulis Irrigation Ltd in relation to the establishment of a joint venture with the Polyplastic Group.

Nadmitov, Ivanov and Partners describes Rivulis as “one of the world leaders in the development of the solutions for drip irrigation,” and reports that the Polyplastic Group “is the largest producer of polymer composite materials and piping systems for the networks of housing and public utilities infrastructure, industrial enterprises, and agriculture in the post-Soviet area.” According to the firm, “Polyplastic-Rivulis Irrigation Pipeline Systems JVC will start the production of the drip tape and pipe this spring in the city of Volzhsky near Volgograd, in the largest agricultural region of Russia. The joint venture company will promote and sell products of the Rivulis and Eurodrip brands, components, including pipes and fittings, of the Polyplastic Group, as well as offer services for the installation and maintenance of drip irrigation systems. It is expected that the joint venture company will introduce the latest solutions in the field of drip irrigation into Russia, which will increase the yield and efficiency of agriculture.”

According to NIP, “our services included Russian law review of the terms of a corporate agreement concluded between shareholders of the Russian company governed under English law, the company’s charter and other contracts necessary for the joint venture company to function effectively.”