News (#04 April 2016)

Deals

Avellum — legal counsel to Hamed Alikhani

Avellum acted as the Ukrainian legal counsel to Hamed Alikhani in connection with the approval by the National Bank of Ukraine of the acquisition of the qualifying shareholding in PJSC CB Center. In August 2015 Hamed Alikhani increased his qualifying shareholding in PJSC CB Center to 100% without prior approval for such increase by the NBU.  The firm has assisted the client in obtaining subsequent approval from the NBU, resulting in the legalisation of the ownership structure of PJSC CB Center. The Avellum team working on this project was led by managing partner Mykola Stetsenko, with significant support from associates Andriy Romanchuk and Dmytro Tkachuk.

 

Sayenko Kharenko advised Oschadbank

Sayenko Kharenko acted as a Ukrainian legal advisor to PJSC State Savings Bank of Ukraine (Oschadbank) in connection with the bank’s reprofiling of USD 100 million subordinated loan due 2017 in line with the requirements of the IMF’s Extended Fund Facility. Similarly to the earlier reprofiling of the bank’s two Eurobond issues, the changes to the terms of the subordinated loan included maturity extension by seven years to 19 January 2024, increase in the interest rate to USD 6-month Libor plus 6.875% per annum and introduction of a depreciation repayment schedule. The transaction also involved conversion of the financing structure into loan participation notes.

State-owned Oschadbank is one of the largest banks in Ukraine with the most developed branch network, which has over 6,000 offices. Sayenko Kharenko’s team included counsel Anton Korobeynikov, associates Marta Lozenko, Taras Shyb and Dmytro Vasylyna, and was led by partner Nazar Chernyavsky.

Integrites — legal advisor to Nova Poshta Group

Integrites provided Nova Poshta Group with complex legal assistance on compliance with Ukrainian competition law requirements. Lawyers from Integrites conducted due diligence of agreements assisted with bringing the corporate structure in line with Ukrainian law requirements as well as with obtaining merger clearance approvals from the Antimonopoly Committee of Ukraine. The Integrites team included partners Vyacheslav Korchev and Oleksandr Aleksyeyenko, senior associate Yevgen Blok and associate Ivanna Gumenna.

 

AEQUO advised Danone S.A.

AEQUO advised Danone S.A. on Ukrainian competition issues, namely obtaining merger clearance from the Antimonopoly Committee of Ukraine for acquisition of sole control by Danone S.A. over Dairy JV Holdings Limited. Dairy JV Holdings Limited was established in 2010 to merge the business of the Danone and Unimilk groups, major manufacturers of milk products, in the territory of CIS countries. Until recently Dairy JV Holdings Limited was jointly controlled by Danone S.A. and Unimilk. Following the completion of the transaction all shares in Dairy JV Holdings Limited owned by Unimilk Group will be acquired by Danone S.A. The firm’s team was led by Denis Lysenko, managing partner and chair of antitrust and competition practice group, and Sergey Denisenko, counsel, and included associates Anna Litvinova and Igor Kalaida.

 

Sayenko Kharenko advised Goldman Sachs

Sayenko Kharenko acted as Ukrainian legal counsel to Goldman Sachs in its capacity as dealer manager in connection with the restructuring of (i) a USD 250 million 8% loan participation notes due 2015 issued by Credit Suisse and (ii) USD 300 million 9.375% loan participation notes due 2016 issued by Kyiv Finance plc, both for the sole purpose of financing the corresponding loans to the City of Kiev.

The deal was structured as (i) the exchange offer with respect to 2015 Notes and (ii) the exchange offer and consent solicitation in respect of 2016 Notes to provide for the mandatory exchange of 2016 Notes, which were not exchanged pursuant to the exchange offer.

The 2015 Noteholders agreed to the exchange of USD 148,851,000 in principal amount of the 2015 Notes for new sovereign 7.75% notes due 2019 and 2020 and the GDP-linked securities issued by Ukraine. The 2016 Noteholders provided overwhelming support to the restructuring proposal under the consent solicitation to exchange 2016 Notes for the said sovereign notes and securities as well. As a result of the exchange, the 2015 and 2016 Noteholders agreed to cancel the exchanged notes and release the City of Kiev from its obligations thereunder.

The Sayenko Kharenko team included counsel Anton Korobeynikov, senior associate Olexander Olshansky, associates Marta Lozenko, Taras Shyb and Dmytro Vasylyna, and was led by partner Nazar Chernyavsky.

 

Avellum advised the Ukrainian Ministry of Finance

Avellum acted as Ukrainian counsel to the Ukrainian Ministry of Finance on the restructuring of the following three sovereign-guaranteed loans: 1) Sovereign-guaranteed term loans from JSC Sberbank of Russia to each of the State Road Agency of Ukraine (Ukravtodor) and Yuzhnoye State Design Office in the total outstanding principal balance of approximately USD 367 million; 2) Sovereign-guaranteed loan from Citibank and JSC Sberbank of Russia to Ukravtodor in the outstanding principal balance of EUR 37.3 million.

The outstanding principal balance of these sovereign-guaranteed loans and accrued interest thereon were discharged in full, and these loans were terminated, in exchange for the delivery to lenders in respective portions of (i) USD 315,769,000 aggregate principal amount of Ukraine’s 7.75% Notes due 2019, representing 75% of the outstanding principal balance of loans (plus accrued interest), and (ii) USD 102,246,000 aggregate notional amount of Ukraine’s GDP-linked Securities, representing the remaining 25% of the outstanding principal balance of the loans.

The Avellum team was led by partner Glib Bondar, with lead associates Artem Shyrkozhukhov and Taras Dmukhovskyy, and a team of lawyers consisting of Taras Stadniichuk, Anastasiya Voronova, Pavlo Shevchenko and Orest Franchuk.

 

Sayenko Kharenko — Ukrainian legal advisor to PJSC Moscow Exchange

Sayenko Kharenko — Ukrainian legal advisor to PJSC Moscow Exchange in connection with the sale of controlling stakes in two leading Ukrainian stock exchanges — PJSC Ukrainian Exchange and PJSC PFTS Stock Exchange. The shares were purchased by a group of investors with participation of two Ukrainian investment companies — Dragon Capital and UNIVER.

Created in 2011 through the merger of Moscow Interbank Currency Exchange (MMVB) and Russian Trading System (RTS), the Moscow Exchange is the largest stock exchange holding in Russia, and, concurrently, a multifunctional trading platform for shares, bonds, derivatives, currency, money market instruments and goods. 

Sayenko Kharenko team included senior associate Oleksandr Nikolaichyk and associate Mykhailo Grynyshyn, and was led by partner Vladimir Sayenko.

 

 

 

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