Category: Ukraine

Aequo has represented Dragon Capital before the National Council of Television and Radio Broadcasting of Ukraine regarding its acquisition of Radio-Era TRC, the first nationwide radio station in Ukraine, which operated from 2002 to March 12, 2018. 

Starting from March 12, 2018, Radio-Era TRC, which broadcasts in 40 Ukrainian cities, operates under the new name of NV Radio.

Aequo’s team worked under the supervision of Partner Anna Babych and included Associates Yaroslav Lepko and Yevgen German.

Aequo did not reply to an inquiry about the identity of the sellers or counsel working on the underlying transaction.

Eucon has successfully represented EUROL in a dispute case against the SFS of Ukraine regarding about the allegedly illegal reduction of its VAT refund of UAH 4.2 million at the Kiev Administrative Court of Appeal.

Eurol is a Netherlands-based producer of motor and transmission oil, brake fluid, sprays, and coolants. Its products are sold in over 75 countries.

The Eucon team that persuaded the court that the SFS of Ukraine — the country’s tax and customs authority — had improperly reduced the amount of EUROL’s VAT refund. The firm’s team included Volodymyr Bevza and Olexandr Melnik, both working under the supervision of Managing Partner Yaroslav Romanchuk.

Gestors has successfully represented the Ukrainian Media Holding Group in a dispute with the National Agency for the Prevention of Corruption involving its claim to assets of the Holding Group.

In December 2017, the Kyiv Pechersk District Court seized the property, shares, and corporate rights of a number of UMH’s media companies as part of criminal proceedings against the owner of the Eastern European Fuel and Energy Company, Sergei Kurchenko.

The Prosecutor General Office then claimed that the transfer of UMH assets to the National Agency for the Prevention of Corruption (NAPC)  was necessary to limit a suspect from further illegal profit. At the end of January 2018, however, the Kyiv Pechersk District Court ruled that the property of the holding company should not be transferred to the NAPC, as the disputed assets and intellectual property failed to meet the definition of physical evidence for criminal proceedings.

On February 28th, 2018, the Kyiv Court of Appeal upheld the decision of Kyiv’s Pechersk District Court. According to Gestors, the Court of Appeal’s decision is not subject to additional appeal. UMH’s interests were represented by Gestors Partner Vitaliy Makhinchuk.

Avellum has acted as a Ukrainian legal counsel to PJSC Ukrzaliznytsia, the country’s state-owned rail transport company, on a USD 1 billion collaboration with GE Transportation, a division of the General Electric company. Asters has advised GE Transportation on Ukrainian laws. Sayenko Kharenko has represented Ukreximbank in connection with the inaugural deal.

General Electric states the framework agreement is the largest ever for the company in Ukraine. The first transaction within the framework, involving Ukreximbank, involves the supply of 30 GE Evolution Series freight locomotives to Ukrzaliznytsia.

According to Asters, the agreement envisions further delivery of additional locomotive kits over the next decade, as well as the rehabilitation of locomotives in the railway’s legacy fleet and long-term maintenance services.

The manufacture of the locomotives in the US is scheduled to start in early 2018, with the first deliveries expected for this autumn. Work on the locomotives will be partially done in Ukraine that reportedly will ensure further promotion of job creation and economic growth in the country.

Moreover, due to the localization requirement, Ukraine will account for 10% of production and supplementing parts with further increase of up to 40% over a 10-year period. Avellum describes the transaction as “an important step towards modernization of Ukraine’s railway transport infrastructure.”

The manufacture of the locomotives in the US is scheduled to start in early 2018, with the first deliveries expected for this autumn. Work on the locomotives will be partially done in Ukraine that reportedly will ensure further promotion of job creation and economic growth in the country.

Sayenko Kharenko Counsel Anton Korobeynikov, who led his firm’s team on the deal, commented, “We believe this is a ground-breaking deal in all aspects – it involves major Ukrainian and international participants, [consists of] a complex combination of commercial and financial instruments, and creates a foundation for the modernization of Ukrainian railway infrastructure.”

In addition to Korobeynikov, the Sayenko Kharenko team included Associate Denys Nakonechnyi and Junior Associate Vira Pankiv.

The Avellum team was led by Counsel Maksym Maksymenko and included Senior Associate Anna Melnychuk, both working under the general supervision of Managing Partner Mykola Stetsenko and Senior Partner Glib Bondar.

The Asters’ project team included Counsel Olena Radko and Associate Maksym Tereshchuk and was led by Senior Partner Armen Khachaturyan.

Vasil Kisil & Partners has advised Lekhim in its buy-out of minority shareholders in Technolog PJSC. As a result of the squeeze-out, more than 2.5 million shares of Technolog were credited to the account of the controlling shareholder, Lekhim JSC, on February 23, 2018.

According to Vasil Kisil & Partners, this procedure became available to dominant shareholders in Ukraine in June 2017. Both Lekhim and Technolog belong to the Lekhim group of pharmaceutical companies. According to VKP, “to optimize the shareholding structure and to improve the governance in Technolog, a group of shareholders, including Lekhim, used its right for a compulsory buy-out of shares from minority shareholders.”

Vasil Kisil & Partners assisted with the squeeze-out procedure and advised on Lekhim’s interaction with an independent appraiser, the National Securities and Stock Market Commission of Ukraine, a bank, and custodians. The firm’s team included Partner Volodymyr Igonin, Associate Taisiia Asadchykh, and Junior Associate Artem Shmatov.

Sayenko Kharenko has announced that Olexander Droug, Anton Korobeynikov, Anzhela Makhinova, Oleksandr Nikolaichyk, and Alina Plyushch have been promoted to Partner.

Olexander Droug joined the firm in 2007. He specializes in dispute resolution and restructuring with a focus on international arbitration and cross-border commercial litigation. According to Sayenko Kharenko, his experience includes “complex multi-jurisdictional proceedings, as well as commercial and investment arbitration under the arbitration rules of major international arbitration institutions, such as the London Court of International Arbitration, the International Criminal Court, the Arbitration Institute of the Stockholm Chamber of Commerce, the International Centre for Settlement of Investment Disputes Arbitration Rules, and the United Nations Commission on International Trade Law Arbitration Rules.” He holds a Masters of Law degree from the Institute of International Relations of the Kyiv National Taras Shevchenko University.

Anton Korobeynikov, who joined the firm in 2006, focuses on cross-border finance, international debt, and equity capital markets transactions. Korobeynikov is experienced in advising on all types of offerings by Ukrainian banks, corporate entities, and public sector issuers, as well as on syndicated loans, secured financing, project finance transactions, and PXF facilities to major Ukrainian borrowers in various industry sectors. He received his degree in Private International Law from the Kyiv International University.  

Anzhela Makhinova joined Sayenko Kharenko in 2011 when the firm launched its international trade practice. She is an expert in trade defense remedies (anti-dumping, anti-subsidy, safeguards) and WTO issues. According to Sayenko Kharenko, she “has handled over 40 trade defense investigations, representing both exporters and domestic industry in Ukraine and abroad. Makhinova routinely advises clients on other international trade related issues. She is also a country expert on franchising for the International Distribution Institute, as well as a Co-chair of the International Trade Working Group of the American Chamber of Commerce in Ukraine.”

Prior to joining Sayenko Khareno, Makhinova worked for almost five years with Vasil Kisil & Partners. 

Oleksandr Nikolaichyk joined Sayenko Kharenko in 2010. According to Sayenko Kharenko, “his practice covers a wide range of corporate matters, including corporate finance, M&A, joint ventures, corporate governance, general corporate, and finance advisory work. He has worked on over 40 corporate transactions worth a total of more than USD 22 billion. Nikolaichyk routinely advises major market players and financial institutions on complex cross-border transactions, including corporate and pre-IPO restructurings, equity and asset sales, private acquisitions, and finance transactions.”

Private wealth management expert Alina Plyushch joined Sayenko Kharenko in 2011, having previously worked in the London office of Norton Rose for over three years and with such law firms as Integrites, Vasil Kisil & Partners, and Volkov & Partners. Plyushch specializes in private wealth management, M&A, corporate finance, and capital markets. Her work encompasses a broad range of sectors including corporate and tax structuring, share and asset sales, joint ventures, private placements, capital markets transactions and private wealth management issues, such as trusts and estate, tax planning, and protection of the rights of beneficial owners of large Ukrainian and foreign business groups.

Eterna Law has advised the Ukrainian subsidiary of AIG on its restructuring.

The Ukrainian subsidiary of AIG is part of PSJC AIG Ukraine Insurance Company, which provides property and casualty insurance products and services in Ukraine. The company opened for business in Ukraine in 2000.

Eterna Law’s team included Partner Maksym Uslystyi and Junior Associate Margarita Tatarova.

Avellum has advised the Ministry of Finance of Ukraine on the state-guaranteed USD 250 million loan extended to the “Energoatom” State Enterprise National Nuclear Energy Generating Company, which operates all nuclear power plants in Ukraine. Baker McKenzie advised Energoatom.

The loan will support the construction of the Central Spent Nuclear Fuel Storage Facility in the Chornobyl Exclusion Zone in Ukraine. It is funded through the issuance of loan participation notes in the United States capital markets and was arranged by Merrill Lynch, Pierce, Fenner & Smith. The Overseas Private Investment Corporation (OPIC), a United States Government agency, has issued an insurance policy on the loan. (As previously reported, Sayenko Kharenko advised both Merrill Lynch, Pierce, Fenner & Smith Incorporated and OPIC on Ukrainian law).

The Avellum team was led by Senior Partner Glib Bondar, with the support of Counsels Taras Dmukhovskyy and Vadim Medvedev, Senior Associate Anna Melnychuk, and Associates Orest Franchuk, Oleg Krainskyi, Oleksii Maslov, and Vladyslav Aleksandrov.

Baker McKenzie did not reply to an inquiry about the deal. 

Asters and White & Case have advised Ukrainian public railway company PJSC Ukrzaliznytsia on a restructuring of USD 500 million 9.875 per cent loan participation notes due 2021.

The reprofiling included amendments to the terms of the loan agreement due to adjusting the portfolio of Ukrzaliznytsia’s local indebtedness.

Asters reports that its advisory role included “full legal support on Ukrainian law matters, including in relation with registration of amendments to foreign loans with the National Bank of Ukraine, assistance in negotiating and drafting transaction documents, and advising on banking and finance and other Ukrainian law matters.” The firm’s team included Senior Partner Armen Khachaturyan and Associate Olena Nikolenko.

The White & Case team included Partner Ian Clark and Associates Luke O’Leary and James Clarke.

Sayenko Kharenko has advised OPIC, Merrill Lynch, and Pierce, Fenner & Smith Incorporated on USD 250 million financing for Ukraine’s “Energoatom” National Nuclear Energy Generating Company for the construction of a nuclear fuel storage facility.

An SPV organized as a Delaware statutory trust acted as issuer of the notes and lender to Energoatom. The loan benefits from a sovereign guarantee issued by Ukraine, and political risk-insurance provided by Overseas Private Investment Corporation (OPIC), the US Government’s development finance institution. Because of the enhancements embedded in the structure, the notes achieved an Aa2 credit rating from Moody’s and one of the lowest interest rates ever for a Ukrainian borrower.

According to an OPIC press release, the loan will help to finance the construction of a long-term fuel storage facility in the Chernobyl Exclusion Zone, and will provide Ukraine an alternative to its current practice of shipping spent fuel to Russia. According to OPIC, “in addition to advancing a major energy security project in a region critical to American foreign policy, this project marks a milestone in an innovative use of political risk insurance to help developing countries access the capital markets to finance major infrastructure projects.”

“This project will help transform the energy landscape in Ukraine, and reflects OPIC’s ongoing commitment to innovating its products to address the needs of our clients,” said Ray Washburne, OPIC President and CEO. “By helping Ukraine raise money in the capital markets, OPIC is addressing one of the major hurdles that often prevents developing countries from raising sufficient financing for critical infrastructure projects.”

When completed, the storage facility will have the capacity to store 169,000 tons of spent fuel per year, which should result in substantial annual savings for the energy sector of Ukraine.

The Sayenko Kharenko team was led by Partner Nazar Chernyavsky, who commented: “We are very pleased to contribute to this landmark deal, which is supported by the Governments of both Ukraine and the United States, and brings Ukraine closer to ensuring its energy independence.” Chernyavsky’s team included Sayenko Kharenko Counsel Olexander Olshansky, Associate Dmytro Vasylyna, and Junior Associates Denys Nakonechnyi, Vira Pankiv, and Oles Trachuk.

Editor’s Note: After this article was published, CEE Legal Matters learned that Avellum had advised the Ministry of Finance of Ukraine on the loan, with Baker McKenzie advising Energoatom, published here.