Category: Ukraine

Avellum has acted as a Ukrainian law counsel to a bondholder group composed of holders of senior notes issued by DTEK Finance plc in connection with the long-term restructuring of the notes as part of the long-term restructuring of the debts of the DTEK Energy group.

DTEK is the largest privately owned vertically-integrated energy company in Ukraine, with efficient enterprises that mine and prepare coal as well as operate on electrical power generation and supply markets.

The restructuring of the notes was implemented through an English scheme of arrangement approved by the High Court of Justice of England and Wales. According to the terms of the restructuring sanctioned by the court, two existing issues of USD 750 million notes and USD 160 million notes due in 2018, as well as certain other liabilities of DTEK Group, were exchanged for a single new issue of the notes due in 2024 with a coupon of 10.75% per annum.

Avellum describes the matter as “one of the largest corporate debt restructurings on the Ukrainian market to date with the approximately USD 1.2 billion total volume of the new notes.” The firm’s team included Partner Glib Bondar, Counsel Igor Lozenko, and Associates Taras Stadniichuk, Orest Franchuk, and Anastasiya Voronova.

Image Source: www.dtek.com

Integrites has announced the expansion of its dispute resolution practice with the introduction of two new legal teams organized in the Specialized Tactics Litigation (STL) format, and the addition of new Partner Oleksiy Sluch and new Counsel Volodymyr Pavlenko.

Sluch takes charge of the team of lawyers specializing in banking disputes and disputes related to commercial contracts, while Pavlenko’s team will primarily deal with disputes related to bankruptcy and restructuring. “Thus,” the firm reports, “Integrites have [sic] significantly strengthened their practice of handling national disputes, which includes the Tax Litigation and IP Litigation as well as Mediation judicial groups.”

Sluch joins from Vasil Kisil and Partners, where, according to Integrites, “he gained significant experience and professional expertise in the field of judicial practice (national and international trials).” The firm describes him as participating “in many high-profile cases in the banking sector,” and stated that he “has unique experience in countering illegal schemes aimed at non-payment of loans, retirement of assets of unscrupulous Ukrainian debtors and international banks, as well as specializing in the prosecution of such assets in Ukraine and other jurisdictions.”

“Today Integrites is one of the fastest growing firms in the market, primarily due to the expansion of the partnership by highly qualified professionals, and Integrites dispute resolution practice consists of 10 partners in four jurisdictions,” commented Managing Partner Oleksiy Feliv. “The experience and expertise of Oleksiy and Volodymyr enable us to provide our customers with highly specialized dispute resolution services at the highest level.”

Aequo has advised Portigon AG (Duusseldorf, Germany), UniCredit Bank Czech Republic and Slovakia, a.s. (Prague, Czech Republic), and other lenders on the restructuring of the multi-million loan facilities granted to an unidentified company in the Ukrainian automotive industry. Allen & Overy advised on English, German, and Czech Republic elements of the restructuring.

“In particular,” according to Aequo, the firm “advised the lenders on potential enforcement procedures, in Ukraine and abroad, negotiated the revised repayment terms, drafted the restructuring documentation as well as controlled fulfillment of conditions precedent to the restructuring transaction. Upon completion of the transaction Aequo issued a legal opinion in favor of the lenders.”

“This was a complex and challenging restructuring, involving multiple parties from both sides and long- lasting negotiations,” commented Aequo Partner Yulia Kyrpa, who heads the firm’s Banking & Finance practice. “It further demonstrates exceptional legal expertise of AEQUO debt restructuring team. We are pleased to have supported the transaction that strengthens confidence in Ukrainian economy.”

Kyrpa supervised the Aequo team, supported by Senior Associate Bohdan Dmukhovskyy.

Allen & Overy did not reply to our inquiry on the matter.

Freshfields Bruckhaus Deringer has advised Kernel Holding S.A. on the issuance of its USD 500 million guaranteed notes due 2022, which carry an interest rate of 8.75 percent. Latham & Watkins advised joint lead managers and bookrunners JPMorgan and ING Wholesale Banking London on the issuance.

Freshfields describes Kernel as “a diversified Ukrainian-based agribusiness with a share listing on the Warsaw Stock Exchange. It is a leading exporter of, among other products, sunflower oil and grains.”

The notes are expected to be rated B+ by Fitch and B by S&P, two notches and one notch above the Ukrainian sovereign respectively. The transaction is significant due it being both Kernel’s debut bond issuance and the first new corporate bond issuance for a Ukrainian group since 2013, which Freshfields asserts could “potentially re-open the international bond market for Ukrainian issuers.”

The multi-jurisdictional Freshfields team was led Partner Sarah Murphy.

Latham & Watkins did not reply to our inquiry.

Eterna Law has announced that Stanislav Gerasimenko has joined the firm as Head of its Ukrainian Real Estate Practice.

According to Eterna Law, “such appointment is caused by significant growth and development of the Real Estate practice in the Kyiv office of Eterna Law and in accordance to the company’s strategy aimed to strengthening of international opportunities to respond to the growing demand of Ukrainian and foreign customers for services in support of major transactions in the real estate sector.”

Gerasimenko, who joins as Senior Associate, has more than 15 years of experience, having worked for many years with the Arzinger law firm and in-house with the TNK-BP oil company. Since 2011 he has been the permanent head of the Committee of Real Estate and Construction of Ukrainian Bar Association. Stanislav specializes in real estate and construction, structuring investments in Ukraine, asset audit, mergers and acquisitions, and antitrust law.

Stanislav graduated from Taras Shevchenko National University of Kyiv.

Avellum has acted as Ukrainian legal counsel to Canada Pension Plan Investment Board (CPPIB) in connection with its acquisition of an approximately 48% stake in GlobalLogic Inc. from Apax Funds. Latham & Watkins acted as the global legal advisor to CPPIB, while Avellum’s advice covered matters of Ukrainian corporate law, including the structuring of employment relations with private entrepreneurs, enforceability of non-disclosure clauses in employment contracts, and intellectual property matters, in particular transfer of proprietary rights to intellectual property created by employees of GlobalLogic Ukraine LLC.

CPPIB is a professional investment management organization that invests the funds on behalf of 19 million contributors and beneficiaries. In order to build a diversified portfolio of Canada Pension Plan assets, CPPIB invests in public equities, private equities, real estate, infrastructure, and fixed income instruments.

GlobalLogic Inc. is an outsourced product developer headquartered in the USA, with 11,000 employees and significant operations in Ukraine, India, Slovakia, Argentina, Poland, and the US. The company specializes in design, mobile, embedded, big data and analytics, Internet of Things, and DevOps.

Apax Partners LLP is a prominent private equity advisory firm. It operates globally and has more than 35 years of investing experience. The firm has advised funds that total over USD 48 billion in aggregate as of September 30, 2016, and which invest in companies across four global sectors of Tech & Telco, Services, Healthcare, and Consumer. 

The Avellum team was led by Managing Partner Mykola Stetsenko, supported by Associates Yuriy Zaremba, Dmytro Symbiryov, and Andrii Gumenchuk.

Sayenko Kharenko has obtained merger clearance from the Antimonopoly Committee of Ukraine for Denali Holding Inc.’s USD 60 billion acquisition of EMC Corporation, which the firm describes as “the largest technology merger in history.”

According to Sayenko Kharenko, “Dell EMC, a part of Dell Technologies, enables organizations to modernize, automate, and transform their data centers using industry-leading converged infrastructure, servers, storage, and data protection technologies. Dell EMC brings together Dell’s and EMC’s respective strong capabilities and complementary portfolios, sales teams, and R&D. Dell EMC services its customers – including 98 percent of the Fortune 500 – with the industry’s broadest, most innovative infrastructure portfolio from edge to core to cloud.”

After examining the proposed transaction, the AMC concluded that its implementation posed neither threat to competition nor significantly limited competition on any product market in Ukraine.

Sayenko Kharenko’s antitrust team on the matter was led by Partner Vladimir Sayenko and included Senior associate Valentyna Hvozd and Associate Ludmyla Smiyan.

Sayenko Kharenko’s international trade team has represented PJSC SIC “Borshchagivskiy Chemical-Pharmaceutical Plant” before the Ministry of Economic Development and Trade of Ukraine on its successful application to have the special sanctions applied by the State Fiscal Service of Ukraine terminated.

According to Sayenko Kharenko, “PJSC SIC ‘Borshchahivskiy CPP’ is the first pharmaceutical company in Ukraine that has fully implemented the European standards in quality (GMP, ISO 9001), distribution (GDP), environmental management (ISO 14001), energy management (ISO 50001), Occupational Health and Safety (OHSAS 18001), and social accountability (SA 8000).”

Sayenko Kharenko’s team included Counsel Anzhela Makhinova and Associate Ivan Baranenko.

Vasil Kisil & Partners has successfully represented Ukraine’s Intertrans LLC in a dispute with the National Bank of Ukraine and Department of the State Enforcement Service of Ukraine that reached the Supreme Court of Ukraine for a second time in a year.

As reported previously by CEE Legal Matters, in February 2016 VKP announced that it had persuaded the Supreme Court that a third property assessment and third stage of a public auction carried out by the National Bank of Ukraine of Intertrans’ premises as part of foreclosure proceedings were invalid, and that the Bank’s failure to exercise its right and purchase the property after the second stage had the effect of terminating the mortgage.

In this recent development, the National Bank of Ukraine claimed that, in its decision of March 2, 2016, the cassation court had applied substantive law in a manner inconsistent with a decision in a case with the same factual circumstances. VKP successfully persuaded the Supreme Court of Ukraine that the facts in the two cases were not the same, leading the Court to dismiss the NBU’s application. 

Intertrans was represented before the Supreme Court of Ukraine by VKP Managing Partner Andriy Stelmashchuk and Associates Yuriy Kolos and Maksym Maksymov. 

Ukraine’s Antika Law Firm is announcing the promotion of Counsel Sergii Korniienko and Senior Associate Maxim Korchagin to the firm’s partnership.

Sergii Korniienko specializes in corporate law, antitrust, subsoil use, real estate and construction, as well as advising clients on court and arbitration proceedings in foreign jurisdictions. 

“For me personally my appointment to the position of partner is a remarkable event that demonstrates trust and recognition of my achievements by my colleagues,” said Korniienko in the firm’s announcement. “At the same time, being a partner is not only a status, but is completely another level of responsibility for the development of the firm and its business. I am ready to accept this challenge and to provide further sustainable development of Antika Law Firm together with our friendly and professional team.”  

Maxim Korchagin specializes in dispute resolution. In particular, according to Antika, “his professional experience includes handling court cases related to the corporate conflicts resolution, the agreements fulfillment, representing clients in disputes on credit relations, real estate, bankruptcy, [and] ownership rights protection.” The firm describes him as having “significant experience in consulting on issues related to the content of Ukrainian legislation for courts of foreign jurisdictions as well as experience in protecting clients in the arbitration institutions.”

“Certainly this event is very important and milestone in my life because it proves that many years ago I chose the right direction to move,” commented Korchagin. “Partnership is a new challenge but I am sure that this step forward will give additional opportunities and allow being even more effective for our team and our clients.”

“We are very pleased to welcome Sergii and Maxim into the team of partners,” said Antika Managing Partner Alexey Kot in the firm’s announcement. “An extended and successful experience of our work gives us confidence to say that on the partners’ position they will make a significant contribution in further development of the firm.”