Capital markets in Russia
Baker & McKenzie - CIS, Limited’s capital markets team has a strong offering in the areas of securitisation and derivatives, while also handling equity and debt capital markets. Recent highlights include advising Eurasian Development Bank on an update of its $3.5bn notes programme in accordance with Regulation S and Rule 144A and issue of loan participation notes (LPN) under the programme. Dmitry Dembich and London-based Roy Pearce assisted UBS Investment Bank with an issue of $500m 6.95% subordinated Tier-1 compliant perpetual LPNs under Alfa-Bank’s $5bn euro medium-term note programme (EMTN) programme. In other highlights, Vladimir Dragunov is advising Absolut Bank on the early termination of a securitisation transaction concerning mortgage-backed securities issued in March 2013 for $183m.
Egorov Puginsky Afanasiev & Partners is at the forefront of capital markets transactions, and, according to one client, fields a team of ‘best in the market lawyers’, who are able ‘to cope with extremely diversified issues, due to their cohesiveness, experience and strong leadership’. ‘Highly respected practitioner’ Dmitriy Glazounov is valued for his ‘good business judgement and extensive knowledge of current legislation and new initiatives’; he advises on the full range of transactions including securitisation, debt and equity placements, IPOs and foreign currency bonds. Highlights included assisting issuers with the approval by the Moscow Stock Exchange for amendments to bond issuances for debt restructuring, and advising a banking client on the sale of mortgage coverage for the purpose of early bonds repayment. Other clients include Bank Otkritie. Oleg Ushakov, who regularly supports Glazounov, is ‘the right person to get the deal done and a real asset in the team’.
Clients value Latham & Watkins LLP’s ‘combined knowledge of Russian, English and US legal legislation and market practices’ and their ‘ability to handle domestic and multi-jurisdictional transactions with great expertise from the Moscow office’. The firm has strong capabilities in debt and equity capital markets and in recent work advised RusHydro on its issuance of $360m 7.4% LPNs due 2021. Other highlights include assisting Obuv Rossii with its IPO listed on the Moscow Stock Exchange. ‘Well-known figure’ David Stewart has significant experience advising issuers, underwriters and financial advisers on securities offerings, IPOs and global depository receipts (GDRs), and Mikhail Turetsky has a strong track record of advising on eurobonds and other securities transactions by CIS issuers.
Linklaters' Moscow office maintains strong relations with its London-based colleagues and is able to handle the full scope of securities transactions including equity and debt capital offerings, derivatives, structured finance and regulatory matters. Dmitry Dobatkin and Andrew Burge advised VTB Capital on a tender offer and sovereign notes issuance by the Russia Federation with a combined value of $4bn, in the first liability management transaction of the Russian Federation using an intermediated exchange offer structure. In another highlight, the practice advised several international banks including Citigroup, Merrill Lynch, Société Générale and UBS on the $500m 3.949% notes due 2023 issued by PhosAgro. Also of note are Sasha Karachourina, who specialises in equity-linked, privatisations and bank regulatory capital transactions, and Andrei Murygin, who is a key name for project bonds, securitisations, domestic bonds and cross-border derivatives matters.
Skadden, Arps, Slate, Meagher & Flom LLP
Skadden, Arps, Slate, Meagher & Flom LLP has been notably active in equity offerings by Russian and Kazakh issuers, having handled a number of listings on the stock exchanges of New York, London, Moscow and Hong Kong, among others. Pranav Trivedi and Alexey Kiyashko advised IBS IT Services on a proposed Regulation S IPO with a listing on the Moscow Exchange, and Cherkizovo Group on the delisting of its GDRs from the London Stock Exchange. Dmitri Kovalenko, jointly heads the department alongside Kiyashko, has a strong track record acting as Russian counsel for issuers and underwriters on debt and equity placements by Russian issuers, as well as for borrowers on a number of secured and unsecured debt facilities.
Known for its strength in IPOs, the capital markets practice at White & Case LLC advised En+ Group on the offering of GDRs on the London Stock Exchange and the Moscow Exchange. The team is lauded for ‘always willing to go the extra mile’ and for ‘providing real value’ and is jointly headed by Dmitry Lapshin and Darina Lozovsky who divides her time between the Moscow and London offices. The group is has expertise in debt and equity deals; associate Renat Akhmetzyanov is particularly active in debt capital markets transactions.
ALRUD Law Firm ’s ‘top level’ team is highly recommended for its ‘ability to find the right solutions for the client’ and its ‘strong commitment to achieve the required result’. Key practitioner Anton Dzhuplin and senior associate Ekaterina Mayorova advised Huntsman on entering into a Russian ISDA with Citibank, and Maire Tecnimont on a hedging agreement based on Russian ISDA agreements. The team is also experienced in advising issuers and investment banks on the Russian law aspects of international and domestic securities offerings and the requirements applicable to issuers on foreign stock exchanges.
Cleary Gottlieb Steen & Hamilton
Cleary Gottlieb Steen & Hamilton frequently handles complex cross-border capital market transactions in cooperation with the London office. Key figures Yulia Solomakhina and Murat Akuyev worked with the London team to advise PJSC Magnit on the sale of approximately $750m of its ordinary shares by means of an accelerated book build on the Moscow Exchange, and acted as counsel to the Ministry of Finance, acting on behalf of the Russian Federation, on a $4bn intermediated exchange offer.
At Clifford Chance, practice head Arthur Iliev and counsel Evgeny Soloviev have notable experience handling debt and equity offerings, eurobond issues and EMTN programmes, acting on behalf of arrangers, as well as issuers in the mining, aviation and finance sectors. Along with colleagues based in the London office, the pair advised the underwriters on the $800m secondary public offering by Polyus, and PhosAgro on two eurobond issuances totalling $1bn. Tamer Amara is now at Dentons.
Freshfields Bruckhaus Deringer
Freshfields Bruckhaus Deringer remains highly active in debt capital markets, in one notable example the practice advised several banks including JP Morgan, Citigroup, Sberbank and VTB Capital as lead managers on the £500m issuance of guaranteed notes due 2022 with a listing on Irish Stock Exchange by Petropavlovsk PLC. Other highlights include assisting the underwriters comprising of Société Générale, Otkritie Capital and others with the $248m secondary public offering of the newly issued ordinary shares in Credit Bank of Moscow. Department head Mikhail Loktionov has substantial experience advising domestic blue-chip companies such as Russian Railways, as well as investors and financial institutions including Goldman Sachs on the full range of capital market transactions. George Ter-Gevondian and Maria Kuznetsova are also names to note for equity and debt securities offerings and structured finance.
Herbert Smith Freehills CIS LLP
Herbert Smith Freehills CIS LLP’s capital markets practice regularly draws on the firm's global network - including the London, Paris, Singapore and Hong Kong offices - to coordinate the largest capital market transactions. Notable mandates include advising Onexim Group on the sale of 7% of the issued share capital of Rusal to Renova Group for over $500m. Evgeny Zelensky is the main figure along with managing partner Alexei Roudiak.
Allen & Overy Legal Services
Debevoise & Plimpton LLP’s capital markets practice is led by Alan Kartashkin, who has substantial experience in advising Russian enterprises on a diverse range of capital market transactions such as public equity and debt offerings in the international capital markets, including listings on the London Stock Exchange, GDRs, buybacks and tender offers. His recent work includes advising Aeroflot on the sale of its quasi-treasury shares by its subsidiary Aeroflot-Finance, representing 4.84% of the Aeroflot share capital totalling RUB9.8bn. Natalia Drebezgina assisted Polyus with converting $250m in senior bonds into GDRs, which were listed on the London Stock Exchange.
Dentons significantly bolstered its capital markets capabilities by recruiting Tamer Amara and Filipp Petyukov from Clifford Chance. Department head Amara has extensive expertise in debt capital markets, margin lending and repos, restructuring and liability management across Russia, the CIS, and Central and Southern Europe. Clients include Export Insurance Agency of Russia, Agricultural Bank of China (Luxembourg branch) and Santander.
LECAP Law Firm
At LECAP Law Firm, Roman Belenkov assisted Russian Railways with a placements of additional shares issued for the purpose of funding infrastructure projects by the Russian Federal budget. Michael Malinovskiy is another key figure; he is experienced in advising issuers on public share offerings, private placements and bond issuances, as well as handling restructurings of public debt including those using foreign financial instruments such as LPNs and credit-linked notes. Elizaveta Turbina has a particular speciality in initial and secondary public offerings, issuances of bonds and eurobonds.
LP Law Firm supports issuers, investment banks and investors on public and private offerings and bond issuances on the Russian equity market, in addition to advising foreign issuers on securities placements. Managing partner Andrey Novakovskiy advised Obuv Rosii its IPO, which marked the first time a non-public and non-listed company becomes listed under procedures governed by domestic legislation. He also assisted Concessionary Transport Company with the placement of secured bonds. Oleg Bychkov is now with EMPP Law Firm.
Nektorov, Saveliev & Partners
Nektorov, Saveliev & Partners handles the full spectrum of capital market transactions including issuances and the placing of equity shares, IPOs, bonds and derivatives. The practice counts IBS Group, Otkritie Bank and Aton Capital Group as recent clients. Name partner Alexander Nektorov and Dmitry Gladkov have extensive combined expertise in financial transactions, securitisation and international capital markets.