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38 VOLODYMYRSKA STREET, 4TH FLOOR, 01030 KYIV, UKRAINE
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www.avellum.com

AVELLUM is a leading Ukrainian full service law firm with a key focus on finance, corporate, dispute resolution, tax, real estate, and antitrust. Its aim is to be the firm of choice for large businesses and financial institutions in respect of their most important and challenging transactions. The firm builds lasting relationships with its clients and makes them feel secure in new uncertain economic and legal realities. By using the firm’s first-hand knowledge, broad industry experience and unparalleled level of service, it delivers the best results to its clients in their business endeavours. The firm’s partners take an active role in every transaction and ensure smooth teamwork. AVELLUM seamlessly cooperates with leading international law firms in course of multijurisdictional transactions.

Effective 9 July 2018, AVELLUM and A.G.A. Partners announced their strategic combination. The new firm operates under AVELLUM brand.

Recent Work Highlights

Banking & Finance:

  • Advised the Ministry of Finance of Ukraine on the stateguaranteed USD250 mln loan to SE ‘NNEGC ‘Energoatom’;
  • Advised the Ministry of Finance of Ukraine on the financing for the purchase of more than 25 Airbus helicopters for four strategic services of Ukraine: the National Guard of Ukraine, the State Border Guard Service of Ukraine, the State Emergency Service of Ukraine and the National Police of Ukraine;
  • Advised the Ministry of Finance of Ukraine on the EUR 349.3 mln term loan facility arranged by Deutsche Bank and backed by an International Bank for Reconstruction and Development (IBRD) policy-based guarantee.

Capital Markets:

  • Advised the Ministry of Finance of Ukraine on its USD3 bln issue of 7.375% Eurobonds due 2032, which involved tender offer of existing Eurobonds, and on the private placement of USD725 mln short-term external sovereign bonds 2019;
  • Advised MHP SE on the benchmark USD550 mln, 8 year, 6.95% Eurobond issue coupled with the cash tender offer for MHP’s USD495.6 mln aggregate principal amount;
  • Advised joint lead managers on UAH4.051 bln Eurobond offering by JSC ‘Ukreximbank’, 16.5% loan participation notes due in 2021.

Corporate/M&A, Commercial: 

  • Advised EVO Group, the Ukrainian e-commerce market leader, on its merger with Rozetka, the leading online retailer and marketplace based in Ukraine;
  • Advised PJSC ‘Ukrainian Railway’ on its long-term USD1 bln collaboration with General Electric Company, aimed at renewal and modernisation of the locomotive park;
  • Advised Horizon Capital on the disposal of 90% stake in Ergopack Group in favour of Sarantis Group;
  • Advised the seller on the sale of Karavan hypermarket chain to Auchan Group;
  • Advised Diligent Capital Partners in acquisition of 16% equity stake in Allseeds SA;
  • Advised on the merger of PJSC “MTB Bank” and PJSC “Commercial Bank “Center”, which created a much stronger bank, ranked among top 50 banks in Ukraine.

Competition/Antitrust:

  • Advised Uber International C.V. on obtaining a merger control clearance from the Antimonopoly Committee of Ukraine for the creation of a joint venture with Yandex, the new company is valued at USD3.8 bln;
  • Advised Horizon Capital on obtaining a merger control clearance from the Antimonopoly Committee of Ukraine for the sale of Ergopack to Sarantis Group;
  • Advised EVO Group, the Ukrainian e-commerce leader in the marketplace segment, on obtaining a merger control clearance of the Antimonopoly Committee of Ukraine for the merger with Rozetka Group;
  • Advised one of the leading Ukrainian agricompanies on obtaining a record number of 34 merger control clearances from the Antimonopoly Committee of Ukraine within one large project for the previous violations of the merger control regime under the amnesty procedure.

Dispute Resolution (International Arbitration and Litigation):

  • Represented several litigants in the High Court of Justice, with the total amount in dispute reaching USD1.13 bln;
  • Represented the state of Ukraine in USD300 mln investment arbitration;
  • Acted as experts on Ukrainian law in eight landmark investor-state arbitrations of total amount exceeding USD2 bln;
  • Represented LSE listed Ferrexpo Plc in the litigations between its subsidiaries concerning the claims in the amount of over USD150 mln;
  • Represented Agroprosperis in FOSFA Arbitration, awarding USD10.5 mln in client’s favour and further recognition and enforcement in a dispute dealing with Russian import ban;
  • Represented Česká Exportní Banka before Ukrainian courts in multiple litigations against a Ukrainian borrower in relation to dissipation of mortgaged assets securing USD37 mln loan.

Employment:

  • Advised Deere & Company on employment matters in the USD5 bln acquisition of Wirtgen Group;
  • Advised ClinTec International on various employment issues and has been providing complex employment support to the Ukrainian subsidiary since its establishment;
  • Advised Nordcurrent, a Baltic game development company, on various employment matters related to its acquisition of Blam! Games Studios.

Energy & Natural Resources:

  • Advised Investment Capital Ukraine on the sale of 50% stake in the project company to VR Capital Group and further establishment of two joint ventures to develop 63.8 MW and 34.75 MW solar power plants in Khmelnytskyi and Kherson regions;
  • Advised Kernel, the world’s leading and the largest Ukrainian producer and exporter of sunflower oil, on regulatory framework for implementation of biogas projects in Ukraine;
  • Advised EBRD and Black Seas Trade and Development Bank in connection with a senior secured loans in the total amount of up to EUR36,28 million to Rengy Bioenergo LLC to finance the construction and operation of a solar PV plant in Mykolaiv region for an aggregate installed capacity of 47MW.

International Trade:

  • Represented a leading Ukrainian state-owned powergenerating company in the USD4 mln LCIA arbitration regarding the quality of shipped products;
  • Advised COFCO Agri on USD5 mln dispute regarding the quality of the supplied products to the EU;
  • Represented Ukrlandfarming in GAFTA arbitration in a dispute regarding the guarantee obligation in reference to contract for supply of goods USD5 mln in total.

Real Estate:

  • Advised EBRD on a senior secured loan of up to EUR5.6 mln to the LLC ‘Ekotechnik Shyroke’ on development, construction, and placing into operation of a 7.0 MW solar power plant in Ukraine;
  • Advised EBRD on a senior secured loan of up to EUR9.5 mln to Nova Poshta on financing the design and construction of a new automated parcel-sorting terminal in the City of Khmelnytskyi and purchasing the equipment;
  • Advised Goldman Sachs International on acquisition together with Dragon Capital of Horizon Park Business Center. 

Restructuring & Insolvency:

  • Advised Metinvest Group on the refinancing of its USD2.271 bln debt consisting of USD1.592 bln issue of new Eurobonds and the amendment and restatement of its pre-export finance facility;
  • Advised on restructuring of USD470 mln outstanding loan participation notes issued by Mriya Agro Holding Plc in the context of restructuring of its USD1 bln debt and represents the Noteholders’ Committee of Mriya in USD644 mln multiple bankruptcy proceedings against Ukrainian suretyship providers;
  • Advised the City of Kyiv in regards to two exchange offer Notes of USD550 mln in total, 8%, 2015 and 9.375%, 2016.

Tax:

  • Advised PJSC ‘Ukrainian Railway’ on the tax treatment of the transaction of USD1 bln collaboration with General Electric for the supply of up to 225 new and modernisation of 75 currently operating locomotives, including advise on tax provisions to the framework and financial lease agreements covering 30 locomotives;
  • Advised the LSE listed UK Company on compliance of its operations in Ukraine with Ukrainian tax law, including risk assessment and development of the tax compliance procedures and guidance;
  • Advising MTI Group on tax issues related to the transfer of shares and assets in course corporate restructuring of its business.
  • Partners: 7
  • Counsels: 5
  • Associates: 38
  • Languages
  • English
  • Russian
  • Ukrainian
  • Member
  • International Bar Association
  • American Chamber of Commerce
  • International Fiscal Association
  • European Business Association
  • US-Ukraine Business Council

Above material supplied by Avellum.

Legal Developments by:
Avellum

Legal Developments in Ukraine

Legal Developments and updates from the leading lawyers in each jurisdiction. To contribute, send an email request to
  • Renewable energy in Ukraine: trends to expect in 2019

    The alternative energy industry is one of the fastest growing and most attractive sectors for investment in Ukraine. This can be explained, inter alia , by the favorable geographical conditions in Ukraine, where solar radiation is more intense than, for example, in Germany. The wind speed in this Eastern European country makes it possible to develop large-scale wind projects. Moreover, Ukraine has a huge potential in electricity production from biogas, which, in some cases, is already partially being successfully implemented.
  • The Parliament of Ukraine ratified the MLI Convention. Is this the end of offshores?

    “Ukraine will never join BEPS and will not introduce an automatic exchange of tax information! Ukrainian tax authorities are not able to understand the international tax planning and therefore BEPS will not work in Ukraine!” - such statements in different variations repeatedly sounded addressing the deoffshorization process launched in Ukraine a few years ago.
    - GOLAW
  • AVELLUM advises PrJSC “Jacobs Douwe Egberts Ukraina” on squeeze-out and transformation procedure

    AVELLUM advised the client on minorities squeeze-out procedure followed by the successful corporate reorganisation of “Jacobs Douwe Egberts Ukraina” from a private joint stock company to a limited liability company.
  • AVELLUM advises MTB Bank and Bank Center on merger

    AVELLUM acted as the legal counsel on the merger of Public Joint Stock Company “MTB Bank” (“MTB Bank ”) and Public Joint Stock Company “Commercial Bank “Center” (“Bank Center ”). The merger was conducted under a simplified procedure introduced by the Law of Ukraine “On Simplifying Reorganisation and Capitalisation Procedures for Banks ”, which became effective on 29 April 2017 (“Law ”).
  • AVELLUM advises Kernel on USD64 million acquisition of railcar business by its investment fund

    AVELLUM acted as the legal counsel to its longstanding client Kernel Holding S.A. (“Kernel ”) on the acquisition of 100% of shares in Rail Transit Kargo Ukraine (“RTK-Ukraine ”) worth, based on the enterprise value, USD64 million.
  • AVELLUM advises solar power plant developer on sale of solar project

    AVELLUM acted as the legal counsel to SM Invest Construction B.V., a solar PV plants developer, on the sale of shares in the holding company, which owns the underlying assets to develop a 120MW solar power plant in Mykolaiv region. Scatec Solar, a leading and globally acting solar energy producer, acted as the purchaser.
  • Cancellation of the "green" tariff: international practice of protecting the rights of foreign inves

    Perhaps the hottest topic in the energy sector at the end of 2018 and early this year is the discussion of changes to the approaches of providing state support for electric power producers from renewable sources. The main idea of the change is that, starting from 2020, new players of the RES market will be subject to a new incentive system - "auctions" instead of the "green" tariff. 
    - GOLAW
  • BANKABLE PPA: A NEW VERSION FROM THE REGULATOR

    A power purchase agreement or PPA is one of the core documents needed for the purchase of electricity produced by a power plant.
    - GOLAW
  • ​HOW RISKY A TAXPAYER ARE YOU?

    A new blocking system for tax invoices, along with a new procedure for suspending the registration of tax invoices in the Unified Register of Tax Invoices, has been in operation since March 2018 in Ukraine. According to the new procedure, established under Cabinet of Ministers of Ukraine resolution № 117 of Feb. 21, 2018, the registration of tax invoices is suspended when such invoices meet the risk criteria of the transaction, or when the taxpayer meets the risk criteria set for taxpayers.
    - GOLAW
  • NEW INSTRUMENTS OF CORPORATE SECURITY UNDER THE NEW LAW ON LLCS

    Strong oversight of corporate security and risk-taking is surely one of the most critical component of companies’ management process. We are no longer talking about whether or not boards should implement corporate governance and compliance policies: in the current climate we are grappling with the issue of all-round companies’ protection, which raises a much more meaningful set of questions.
    - GOLAW