Category: Russia

The Tomashevskaya & Partners law firm, led by former O2 Consulting Partner Jeanne Tomashevskaya, has opened its doors and begun serving clients in the Russian legal market.

The firm has announced that it will focus on corporate/M&A, IP/IT, technology companies, and venture capital funds. 

“As part of O2 Consulting, we achieved great success which the company can be proud of,” said Tomashevskaya. “I am very grateful to my partners at O2 for the opportunities of growth that were provided to me by the company, along with the opportunity to do something new. Our new brand and the freedom of development it represents will enable us to introduce new technological solutions for practice management and provide more growth opportunities for young lawyers.” 

“We have a lot of experience with Jeanne Tomashevskaya, and we appreciate her professionalism and her readiness to plunge into the essence of the client’s business and look at the situation through the client’s eyes,” said Tikhon Smykov, CEO of Inventive Retail Group. “We welcome her decision to continue the business now in her own project and wish her exceptional success.”

“It is logical that in connection with the crisis and growing competition successful lawyers are reviewing their approaches to business management and taking the realities of the market into account in forming their teams and allocating an increased specialization,” said Alexander Ermolenko, Partner of BCF Prava. “Congratulations to the new team on the start of its work.”

Lidings has advised Centos Central Logistics – the Russian subdivision of a major German logistics holding – on the potential termination of a contract on warehousing services with a company wishing to decrease the warehouse space.

According to Lidings, “the question was: did the client’s counterparty have grounds for terminating the services contract under its terms, the requirements of Russian law, and court practice, along with how our client could protect its rights and what the consequences of termination by the initiative of the counterparty would be.”

The firm prepared a legal memorandum analyzing the possibility of qualifying the lessee’s actions in reducing the leased spaces as the main reason for terminating the contract.

The firm’s team was led by Partner Sergey Kislov.

Akin Gump has advised PJSC LUKOIL on the completed issuance of USD 1 billion of Rule 144A/Regulation S notes. The offering consists of 10-year notes with a coupon of 4.75 percent per annum. The notes have been issued by LUKOIL International Finance B.V. and guaranteed by PJSC LUKOIL. The company intends to use the net proceeds for general corporate purposes, including the refinancing of certain existing indebtedness.

The Akin Gump team was led by oil and gas Partner Natalia Baratiants and cross-border transactions Partners Dan Walsh and Robert Aulsebrook. It also included Partners Alexey Kondratchick, Brude Mendelsohn, John Holton, Barbara Niederkofler, Steve Vine, and Bruce Simonetti, Senior Counsel Dmitry Shiryaev, Melissa Schwartz, Nnedi Ifudu Newke, and Louis Zivot, Counsel Jonathan Pico, Olga Te, Anna Semashko, Inderveer Hothi, and Alexander Urlyapov, and Associates Anna Kardash and Dallas Woodrum.

Lidings has advised Biotiki, a Russian manufacturer of original metabolic drugs, in connection with its obtaining of an extended manufacturing license (including a new manufacturing site).

According to Lidings, “we provided the client with an assessment of the applicability of the existing manufacturing license within the ‘transition period’ before obtaining the new extended license in order to secure an uninterrupted manufacturing process. Also, we have supported the client in connection with confirmation of GMP requirements in frame of the license control audit.”

The firm’s team was led by Partner Sergey Patrakeev. 

The Moscow and London offices of Debevoise & Plimpton have advised longstanding client Polyus Gold International in its USD 500 million Eurobond offering, due March 28, 2022 with a coupon of 4.699% per annum.

Polyus Gold is the largest gold producer in Russia and one of the top 10 gold miners globally by ounces produced. The company holds the fourth largest mineral resources base in the world. It intends to use the net proceeds from the issuance primarily for debt refinancing and other general corporate purposes, including the financing of operating activities and development projects of the Polyus Group.

Debevoise has advised Polyus Gold on a number of significant capital market transactions in recent years. The firm advised on Polyus Gold’s debut Eurobond issuance in 2013, and recently advised the company in its USD 3.4 billion subsidiary buyback of shares and American depository receipts.

The Debevoise team advising on the issuance was led by Moscow Partner Natalia Drebezgina and London Partner James Scoville. The team also included International Counsel Vera Losonci, and Associates Laurence Hanesworth, Timur Ochkhaev, Christopher Salz, and Daria Serebrova. Tax advice was provided by London Partner Richard Ward, International Counsel Cecile Beurrier, and Associates Patrick Fasoro and Ellie Mends.

Goltsblat BLP has advised Severgroup on its sale of a 100% shareholding in AO Metcombank, the biggest commercial bank in the Volgograd Region and a leader on the Russian car lending market, to PAO Sovcombank. Baker Botts advised Sovcombank on the deal, which was cleared by the Russian Federal Antimonopoly Service in September. On October 7, 2016, Severgroup and Sovcombank announced that the necessary approvals had been obtained and the transaction had closed successfully.

Founded in 1993 as a private investment company, Severgroup includes ZAO Severgroup and OOO Capital. The group makes long-term investments and manages assets on behalf of Russian billionaire Alexey Mordashov.

Goltsblat BLP reports that PAO Sovcombank is ranked 20th in Russia in terms of assets (RUB 522 billion) and that, in 2015, the bank’s IFRS-reported profit totalled RUB 19 billion.

AO Metcombank, the biggest bank in the Volgograd Region of Russia, was founded in 1990 and has established partner relations with AvtoVAZ, OOO Lifan Motors Rus, and ZAO GM-Avtovaz. It has been ranked as a top-10 Russian bank in terms of the volume and number of car loans issued. It also participates in a government support program for concessional auto lending.

The Goltsblat BLP team was headed by Partner Ekaterina Dedova and included Partner Matvey Kaploukhiy, Senior Associate Tatiana Parshak, and Associate Dmitry Sheludyaev.

The Baker Botts team consisted of London-based Partner Paul Exley and Moscow-based Partner Sergei Stepanov.

The Moscow and London offices of Debevoise & Plimpton have advised longstanding client Norilsk Nickel on the establishment of an up to USD 500 million committed revolving credit facility with a syndicate of international banks.

Commerzbank AG, HSBC Bank plc, Mizuho Bank, Ltd., Sumitomo Mitsui Banking Corporation and UniCredit Bank Austria AG are acting as mandated lead arrangers and bookrunners. UniCredit Bank AG (London Branch) was appointed as facility agent.

Norilsk Nickel is a diversified mining and metallurgical company, the world’s largest producer of refined nickel and palladium, and a leading producer of platinum, cobalt, copper, and rhodium. The company also produces gold, silver, iridium, selenium, ruthenium, and tellurium.

Debevoise has previously advised Norilsk Nickel on a number of similar finance and capital market matters. In October 2015, the firm advised Norilsk Nickel on a USD 1 billion Eurobond offering (as reported on October 16, 2015).

The Debevoise team advising on the new credit facility was led by London Partner Alan Davies, and included Moscow Partner Alan Kartashkin. The team also included Associates Nik Kutnaks, Ekaterina Podbereznyak, and Daria Serebrova. Tax advice was provided by London Partner Richard Ward, assisted by Associates Ellie Mends and Ceinwen Rees.

Debevoise did not reply to our inquiries on the matter about counsel for the banks.

Liniya Prava is reporting that it successfully represented JSC RUSNANO in a lawsuit initiated by the bankruptcy trustee of OJSC Smolenskiy Bank challenging a number of transactions worth approximately RUB 700 million. 

According to Liniya Prava, “the bankruptcy trustee’s claims were based on the fact that shortly before the bankruptcy of OJSC Smolenskiy Bank, JSC RUSNANO entered into a number of transactions acquiring the debtor’s assets, which, in the bankruptcy trustee’s opinion, were fictitious and had only one objective – to pull out the debtor’s liquid assets from the bankruptcy estate.”

The the Arbitrazh court of Smolensk Region — the court of first instance — initially satisfied the bankruptcy trustee’s claims. However — and, the firm reports, “thanks to the efforts of Liniya Prava’s team” — in the appellate and cassation courts “the respondent managed to prove that the transactions being challenged had been made in the ordinary course of business and had no illegal objectives, therefore the court of the first instance didn’t have grounds to declare them fictitious.”

The twentieth Arbitrazh Appellate Court set aside the ruling of the court of the first instance and the Arbitrazh Court for the Central District confirmed the decision of the appellate court.

RUSNANO’s interests were represented by Liniya Prava Senior Associate Alexey Kostovarov, who commented that “this success is important for the entire market, which — in an environment where a lot of banks are losing their licenses — is threatened by the possibility that the State Corporation Deposit Insurance Agency, serving as banks’ bankruptcy trustee, would challenge the banks’ transactions. Our victory demonstrates once again that not all the transactions with a bank entered into shortly before the bank’s license was revoked are to be considered illegal; many among such transactions are clearly ordinary in a bank’s business activities.”  

Lex Borealis has advised TSP LLC, a Russian subsidiary of Frutarom, on its acquisition of a 4,500+ square meter office building and a lease of parking places in the city of Mytischy, in the Moscow Region.

Frutarom is a multinational flavor and fragrance house that creates, produced, and markets a large variety of flavor and fragrance compounds and ingredients. The building acquired by TSP will serve as an office for several Frutarom Russian subsidiaries starting in 2017.

Lex Borealis carried out due diligence of the building and the underlying land plot, structured the acquisition, and, it reports, “advised on all legal aspects of the structuring and implementation of the transactions.” The firm’s team was led by Partner Olga Chaykovskaya.

Egorov Puginsky Afanasiev & Partners (EPAM) has advised on the fourth mortgage asset securitization transaction for Absolut Bank.

The transaction is one of the first single-tranche securitizations on Russia’s securities market, in which Mortgage Agent Absolut 4 purchased a mortgage loan portfolio from Absolut Bank, issuing a single tranche of mortgage-backed bonds with a coupon rate of 9.85% per annum and an aggregate principal amount of RUB 4.9 billion. This amounts to 81% of the company’s mortgage loan portfolio.

The remainder of the mortgage loan portfolio purchase price was financed via credit from Absolut Bank, with the obligations under the loan to be performed only subject to the performance of the issuer’s obligations under the bonds. According to EPAM, with the firm’s assistance, “the transaction was structured in a way that is unique for the Russian financial market, with provisions for the simultaneous and proportional repayment (amortization) of the issuer’s subordinated debt (loan from Absolut Bank) and the senior debt (the bonds), subject to certain conditions set out in the resolution to issue the bonds.”

This marks the first time a bondholder representative has been appointed for a mortgage securitization transaction in Russia.

Moody’s assigned a Baa3 (sf) credit rating to the bonds. EPAM reports that the bonds, which were issued by Raiffeisen Bank, “were floated on the Moscow Exchange with significant oversubscription.”

The EPAM team was led by Partner Dmitriy Glazounov, supported by Senior Associate Ilya Bareysha, Associates Nadezhda Morgunova and Vladimir Goglachev, and Junior Associate Dmitry Kabanov. The firm’s Tax Practice, led by head of practice Sergey Kalinin, provided advice on taxation issues.