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Nadiya SHYLIENKOVA | Dentons
Debt restructurings continue to rule the market.
At the same time, we see more and more new financing coming to Ukraine.
To promote channelling of new money into Ukraine the National Bank of Ukraine continues to gradually lift currency control restrictions. Such changes, although welcomed on the market, still do not drastically change the overall picture as we still live with the outdated currency decree adopted 25 years ago.
It is expected that the “urgent” new Draft Law
On Currency would introduce the principle that “everything that is not forbidden is allowed”, whereby overregulated currency relationships would become market-oriented.
Positive legislative developments, in particular with regard to shareholders agreements, the possibility to issue irrevocable powers of attorney; adoption of new law on LLC, as well as introduction of escrow accounts, amended procedure for pledge of bank accounts and interim measures in support of international arbitration may strengthen the investor’s and creditor’s position and provide more comfort to them in extending financing to, and investing in, Ukrainian companies.
The rise of e-commerce / fintech is one of the most telling developments which is going to be a major force in coming years requiring new structuring and tailor-made solutions from legal advisers. From our recent experience, international players require advisory on iCloud technologies, e-money and e-payments structuring solutions, while banks need legal support on Tech solutions and adaptation of their traditional business process to the new Fintech market reality. We also advise Ukrainian regulators on the legal framework of cryptocurrencies on best international practices.
Due to increased competition on the legal market, clients now require lawyers to increase the value they deliver to a client’s business and suggest effective, compliant decisions without wasting time and money. The solution is using thoughtful technology for deep data analysis, managing the transactions and creating better decision workflow.
Dentons is actively investing in innovations and this is a critical part of our position on the global market. Nextlaw Labs, the first legal technology venture created by Dentons, will focus on developing a suite of technologies that will fundamentally change the practice of law, improve client service and enhance cross-border solutions for clients.
Obviously, in coming years the greater value of legal services will be measured, among other things, by the technologies used by law firms and offered to clients.
Glib BONDAR | AVELLUM
2017 was marked by Ukraine’s successful return to international capital markets. Such a jumpstart in 2017 was followed by active Eurobond offerings and refinancing transactions by Ukrainian issuers in the first quarter of 2018. Investors’ appetite for high-yield debt instruments and the rebounding of the Ukrainian economy enabled Ukrainian issuers to raise funds, restructure or refinance their existing debt on remarkably favourable terms.
At the beginning of 2017, Kernel and MHP were the first to tap the international debt capital markets raising USD 500 million each. That was Kernel’s debut Eurobond issue, whereas MHP’s Eurobond issue was coupled with a cash tender offer of its outstanding bonds. In 2018, MHP further exceeded its 2017 success by achieving even better maturity and historically low interest rate for a Ukrainian corporate issuer.
In September 2017, Ukraine completed its USD 3 billion Eurobond issue, which was coupled with a cash tender offer. The deal was Ukraine’s first Eurobond issue ever combined with a liability management operation and therefore, required new legal solutions in terms of transaction structuring and documentation. Additionally, the tender offer element required amendments to Ukrainian tax legislation.
In 2017, Metinvest completed the restructuring of its USD 2.3 billion debt followed by successful refinancing in 2018 which resulted in a reduction of its funding costs and a longer-term capital structure.
2018 was also notable for the second ever UAH-denominated Eurobond issue by The State Export-Import Bank of Ukraine Joint Stock Company. The transaction structure was implemented due to, among other things, amendments to Ukrainian currency control and tax legislation.
The prospects of Ukrainian issuers on the international capital markets in the second half of 2018 and 2019 are likely to be less promising due to domestic and international political uncertainties, corresponding volatility on financial markets and vulnerability to monetary tightening by the US Fed. Nonetheless, the willingness of the Ukrainian Government to implement reforms, the stable political environment and growing economy may reignite the interest of investors in Ukraine.
AVELLUM constantly preserves its market leading position on the market as a top choice for the most high-profile and complex financial transactions involving a cross-border element. The firm is instructed for significant high value financings, equally well representing both borrowers and lenders. In particular, the team advised Ferrexpo on a USD 195 million revolving pre-export facility provided to Ferrexpo Finance Plc, Ferrexpo AG and Ferrexpo Middle East FZE by BNP Paribas S.A. together with a number of other financial institutions; acted as the Ukrainian legal advisor to ING Bank N.V. on a USD 100 million secured pre-export revolving loan facility to Myronivsky Hliboproduct Group (MHP), provided by ING together with Crédit Agricole Corporate and Investment Bank. The firm also advised on non-performing loans (NPL) sale transactions by major European banks that were leaving Ukraine in 2017. It was notable that in the past year a large portion of finance work came from large international hedge and asset management funds. AVELLUM is among a few firms enlisted for big-ticket capital market deals since the market’s revival in the past year, including new sovereign and corporate issues, and debt restructurings. The firm advised the Ministry of Finance of Ukraine on its USD 3 billion Eurobond issue which was combined with a cash tender offer to the holders of the outstanding Eurobonds due 2019 and 2020. The firm is also known for representation of corporate borrowers, and past year acted on corporate Eurobond offerings having advised its longstanding clients Kernel Holding S.A. and MHP S.A. On the restructuring front the firm demonstrated involvement in the most significant matters, and advised committees of senior bondholders on the ground-breaking debt restructurings of Metinvest (approx. USD 2.3 billion) and DTEK (approx. USD 1.27 billion). Senior partner Glib Bondar is a top banking and capital markets lawyer endorsed for cutting-edge expertise and the general consent is that he is the leader of this practice.
Sayenko Kharenko is the pre-eminent Ukrainian law firm with many years of experience in the most complex high-profile financing and debt restructuring projects, as well as a market leading team for work on capital markets. The firm is known for its extensive experience working on the lenders’ side. Thus, the firm advised Citibank, N.A. and Deutsche Bank AG (London branches) as mandated lead arrangers and original lenders under a EUR 480 million facility to PJSC National Joint-Stock Company Naftogaz of Ukraine; advised Bank of America Merrill Lynch and OPIC on financing the construction of spent nuclear fuel storage facility by Energoatom; advised EBRD on providing the first synthetic UAH facility with support from the EU. Another notable project is support to Ukreximbank in the launch of Ukrzaliznytsya’s large-scale rolling-stock modernization partnership with General Electric. The firm is a legal counsel to NEFCO on its projects intended to improve energy efficiency in Ukraine. It is noteworthy that the team has a growing practice of acting for borrowers. For example, it represented PJSC Toronto-Kyiv in the USD 100 million restructuring of a cross-border syndicated loan facility provided by PJSC Alfa-Bank. Sayenko Kharenko is at the forefront of capital markets work, supporting sovereign and corporate issues, and demonstrates unrivalled experience in bond restructuring mandates. Its team acted for joint lead managers on a USD 3 billion Eurobond issue by Ukraine; advised J.P. Morgan Securities plc and ING Bank N.V., London Branch in a cash tender offer with respect to USD 50 million 8.25% notes due 2020 and the issue of new USD 500 million 7.75 % notes due 2024 by MHP S.A. The significant recent restructuring mandate was the USD 1.275 billion restructuring of Eurobonds due 2024 issued by DTEK FINANCE PLC. The sizeable and well-resourced practice team has three partners on board: renowned Michael Kharenko and Nazar Chernyavsky both enjoyed considerable market standing; and recently promoted Anton Korobeynikov. Counsels Igor Lozenko (rejoined the firm past year) and Olexander Olshansky are the firm’s key practitioners.
Baker McKenzie enjoys prominent positions on the marketplace representing major banks, financial institutions, and prominent corporate clients across the most significant domestic and cross-border transactions. The Kyiv-based team is known for supporting a broad range of loans, capital markets deals, high value cross-border restructurings, financial services regulations. The firm advised IFC on providing an eight-year loan worth around UAH 400 million (about USD 15 million) to Auchan Retail. The firm is particularly vivid in high-profile debt restructuring and liability management areas, and benefits from multi-jurisdictional coverage. The Kyiv team stands out for its historically strong domestic clientele, which consists mostly of industrial leaders. The recent highlight is advising Metinvest on the USD 2.3 billion restructuring its Eurobond and bank debt, including four significant PXF facilities, and a number of trade finance facilities; acting as counsel to PJSC Obolon, in connection with debt restructuring to international and domestic lenders under bilateral secured loan agreements. The extensive restructuring portfolio enables the firm to be present in significant debt restructuring processes across agribusiness, energy and industrial corporations, automotive, food and beverages, transport and infrastructure sectors. The firm is active in banking M&A, insolvency related matters, as well as leasing transactions on the aviation market. Serhiy Chorny, co-managing partner, is among the most respected banking and capital market lawyers in the country. He heads the practice and is a member of the firm’s global restructuring and insolvency advisory committee. Ihor Olekhov, partner, is mostly known for strong regulatory expertise and sectoral M&A work. He also handles projects tied to aircraft finance and aircraft lease.1
Asters is known for its robust expertise inbanking and financing transactions servicing prominentinternational and domestic banks, financial institutions, state and corporate borrowers. The team is also constantly enlisted for debt restructuring and insolvency matters, banking M&A, regulatory assignments. Asters has vast experience of representing the IFC and EBRD on financing transactions with Ukrainian borrowers. In a recent example, the firm acted as a legal counsel toEBRD on its up to USD 25 million financing to Novus; and IFC in connection with a USD 120 million loan to Nibulon. The firm has been mandated a number of unrivalled instructions. Among the most significant projects is advising Quinn Emanuel Urquhart & Sullivan UK LLP, lead counsel acting for the Ministry of Finance of Ukraine, on Ukrainian law matters in connection with court proceedings in the High Court of Justice in London commenced by Trustee, The Law Debenture Trust Corporation, against Ukraine regarding its alleged debt under 2013 Eurobonds held by the Russian Federation, and Ukraine’s appeal against the summary judgment granted by the High Court. Some other clients of the team are The National Bank of Ukraine, PJSC Ukrainian Railway Ukrzaliznytsya, China Development Bank, Black Sea Trade and Development Bank. The firm maintains an extensive restructuring caseload, representing mostly lenders, among others EBRD, IFC, CIB Crédit Agricole. As an example, the firm acted as a legal counsel on the restructuring of ViDi Group companies’ debt to JSC Oschadbank. Armen Khachaturyan is a widely-respected practitioner, acting on the most complicated projects of the firm. Another partner, Iryna Pokanay, and counsel Gabriel Aslanian, are active across financing and restructurings.
Dentons Ukrainian banking, finance and capital markets practice handles a wide spectrum of complex projects including cross-border lending, trade finance, insolvency, sovereign financings, and is particularly acclaimed for boosted debt restructuring track record and distressed debt trading. Its recent portfolio includes such significant highlights as advising the IBRD on the provision of a USD 500 million guarantee to Naftogaz of Ukraine, which would allow the company to improve the terms on which it purchases gas. The international team currently acts as a legal counsel to the European Investment Bank on English, Ukrainian and Luxembourg law aspects related to the USD 85 million loan agreement with Myronivsky Hliboproduct, the largest poultry producer in Ukraine. The Kyiv team acted as Ukrainian legal counsel to VTB Bank Germany in respect of the restructuring and acquisition of a USD 75 million loan granted to a Ukrainian real estate developer and a security package from VTB Bank Ukraine. The extensive workload in the restructuring sector also includes ongoing support to CRI Group Ltd on the USD 1.3 billion debt and corporate restructuring of Mriya Agro Holding. Dentons stands out for expertise in an exchange offer of sovereign bonds and structuring acquisitions deals of distressed debt of corporate borrowers. The firm also provides specific regulatory advice and assists with developing new products, standard agreements and internal regulations for banks, insurance and leasing companies. This past year the practice team also facilitated development of the fintech area. Natalia Selyakova, partner, is an established banking and finance figure with growing contribution to the firm’s fintech offering. Recently promoted counsel Nadiya Shylienkova is noted for her extensive practice incross-border lending, structured finance, trade finance, syndicated lending, and debt restructuring.
Operating since the end of 2015 as an independent Ukrainian law firm Redcliffe Partners is particularly noted for strong ties with Clifford Chance and other international law firms. The firm is mandated for significant big ticket often cross-border projects. The team has a legacy of representing lenders, and preserves its long standing banking clients on board — Citibank, Credit Suisse, Deutsche Bank, EBRD, IFC, Natixis, UniCredit Bank, ING Bank. Among the large-volume mandates is provision of an up to USD 200 million PXF revolving credit facility to the Kernel Group. The EBRD instructed the firm on a big amount of financing extended to corporate borrowers, and development and implementation of unfunded risk participation agreements with Ukrsibbank and Raiffeisen Bank Aval. The firm advised the EBRD and IFC on two parallel senior secured loans to M.V. Cargo to finance the construction of a new private grain terminal in Yuzhniy Seaport by the EBRD and IFC. In the past year the firm showcased an outstanding track record of multi-million debt restructuring projects. The team is traditionally enlisted to represent international financial organizations, the world’s largest banks and syndicates of banks (e.g., ABN AMRO Bank, ATRAFIN, Citibank, EBRD) in debt restructuring of Ukrainian corporates from metallurgy, oil and gas, chemical, agriculture, etc. Thus, the practice team acted on the largest restructuring transactions that took place in 2017. For example, it advised the coordinating committee of banks in the complex USD 2.3 billion debt restructuring project by Metinvest B.V.; acted for China Development Bank on the amendment of a master facility agreement for the total amount of USD 3.65 billion extended to Naftogaz of Ukraine in 2012. Olexiy Soshenko, managing partner, is a knowledgeable expert recognized for handling sophisticated international work. The team was strengthened with the arrival of Olena Polyakova as a counsel.
Rapidly expanding client base, the Ukrainian team AEQUO possesses recognized strength in regulatory matters and banking M&A, financing and restructuring work. The team consistently gains various mandates from the EBRD. The firm most recently acted as Ukrainian law counsel to an extension to OTP Leasing LLC, a leading Ukrainian leasing company, of a UAH-denominated loan; and provision of a USD 25 million loan to Astarta Group. The firm provided advice to Bunge on the matters of implementation of innovative risk management solutions into its trading contracts, including derivatives mechanisms like swaps, put and call options. The firm also advises on the sale of NPLs by banks in liquidation by foreign investors, and sale of assets of insolvent banks. The extensive restructuring projects portfolio and involvement in insolvency matters is featured for representing predominantly lenders. In 2017 the tam advised Industrialbank in restructuring the indebtedness of its borrowers, the Ukrainian companies Bestment Service and Mercury LLC. The AEQUO team advised the EBRD on the restructuring of its operations in territories located in Eastern Ukraine and affected by military actions and the ongoing Anti-Terrorist Operation. For example, the restructuring of a USD 11 million debt under the loan granted to Lugcentrokuz N.A.S. Monyatovsky. Partner Yulia Kyrpa receives strong market support for regulatory expertise and M&A work.
The Kyiv team of CMS Cameron McKenna Nabarro Olswang has a strong practice with cross-border and English law capabilities. Its recent scope of work covered corporate loans, trade and commodity finance, project finance and restructuring. The team consistently advises the EBRD on municipal and infrastructure projects in Ukraine. Another highlight is advising M.V. Cargo in respect of two parallel loans totaling USD 74 million extended by the EBRD and IFC. The firm gave advice on one of CEE’s largest restructurings, where it represented the creditors’ committee and the wider creditor group on the USD 1.1 billion restructuring of banking debt owed by DTEK, the largest vertically integrated and privately-owned energy group in Ukraine. The firm also acted for Deutsche Bank and Eksport Kredit Fonden (EKF, the Danish ECA) in respect of insolvency and restructuring matters relating to finance provided to 4 SPVs connected to Mriya Agro Holding Public Limited. The practice is led by the Warsaw-based partner Mark Segall and Sofia-based Elitsa Ivanova. The practitioners active across the practice work are Kateryna Chechulina and Vyacheslav Ovechkin.
Arzinger has a recognized well-established position on the marketplace, with well-resourced general banking, wide scope finance, regulatory, and robust debt restructuring practice. The firm acts traditionally for lenders, and throughout 2017 supported provision of loans to various corporate borrowers across range of industries by EIB, Oikocredit, NEFCO, etc. In the outgoing year the firm strengthened its restructuring practice even more and added several large-scale mandates to its portfolio. Among these are advising the syndicate of banks in connection with the USD 700 million restructuring of Donetsksteel’s debt under a syndicated loan facility. The firm frequently acts as a Ukrainian counsel in terms of multi-jurisdictional projects, and was responsible for all Ukrainian law matters of restructuring the global debt of Roust Corporation via issue of USD 385 million secured senior notes under NY law. Another important highlight is the closed USD 80 million debt restructuring of Obolon, where the team acted for the EBRD, Ukrsotsbank, ING, Raiffeisen Bank Aval; and ongoing representation of the coordinating committee of banks in connection with the USD 1.3 billion restructuring of debt of Mriya Agro Holding. The team is led by partner Oleksandr Plotnikov, who is especially dedicated to restructuring work in recent years.
DLA Piper Ukraine is well noted for extensive workload in general financial work, banking regulatory and M&A, asset financing, as well as restructuring mandates, and recent involvement in enforcement advisory. The most fundamental long-lasting project is advising BMUB (Federal Ministry for the Environment, Nature Conservation, Building and Nuclear Safety of Germany) on structuring and establishment of energy efficiency fund by international donors and the State of Ukraine. The recent portfolio of the practice group is particularly strong in financing matters in energy, transport, infrastructure, agriculture. Another area of recent activity is specific banking regulation, international payment systems, mobile financial services (MFS) instruments. The client portfolio includes banks and banking groups (ABH Holdings, Cyprus Popular Bank Public Co Ltd), payment systems (Payoneer), private equity firms (Horizon Capital, Dragon Capital), international financial institutions (EBRD, OPIC, Black Sea Trade and Development Bank), telecommunication operators (Kyivstar), state aid and international development agencies (BMUB). Oleksandr Kurdydyk is a permanent fixture as lead partner. Another important figure is Illya Muchnyk, legal director.
INTEGRITES is commended for developing its client base, including international banks, funds, financial institutions and domestic corporates. Secured project financing, restructuring, representation in terms of insolvency procedures, contractual and regulatory matters, debt recovery including cross-border instructions have been part of the firm’s focus recently. The team was also noted for lending transactions, acting predominantly on the lenders’ side. In 2017 the firm advised Rabobank and Banque de Commerce et de Placements S.A. on a pre-export finance transaction with a large Ukrainian exporter of agricultural products; advising The European Fund for Southeast Europe on UAH currency loans to Ukrainian banks for micro-loans to Ukrainian small businesses in agriculture, livestock, agro-processing and energy efficient products. A very notable current project is advising Bank of New York Mellon Corporation on execution of securities lending transaction with the National Bank of Ukraine, and top Ukrainian commercial banks. Two partners, Oleh Zahnitko and Vsevolod Volkov, lead the practice.
The Kyiv outfit of French law firm Jeantet has a steady track record of cross-border transactions, and established relationships with international financial institutions. The banking team acts on a landmark project where it advises Eurocape Ukraine on USD 400 million financing and political risk insurance from OPIC to support the construction and operation of the first phase of a wind farm. The team is constantly chosen as a Ukrainian law counsel by international financial institutions and branches of major foreign banks on their financing of Ukrainian borrowers. In particular, the firm advised the European Investment Bank (EIB) on secured corporate loans to Nibulon Group and Astarta Group; as well as EUR 60 million synthetic loan to ProCredit Bank to finance a portfolio of SME projects. This past year brought instructions from the European Investment Fund/European Investment Bank on DCFTA Facility/Unfunded Risk Participation for a number of banks. The team also closed several significant restructuring projects where it represented the lenders, inter alia, restructuring of loans to Globino Group and AgroGeneration. Igor Krasovskiy, local partner, leads the banking practice in Kyiv.
Since its establishment in 2016 the Ukrainian office of Kinstellar has reaffirmed its positions in the market, and won a number of high-profile mandates, including project finance, purchase of non-performing loans, advice on Eurobond documentation, advisory on currency control matters as well as sectoral regulations. The team’s most recent highlight is acting as Ukrainian law counsel for PJSC ArcelorMittal Kryvyi Rih in connection with a USD 350 million loan facility provided by the EBRD. The team advises the Supervisory Board of Naftogaz, particularly on finance matters, including on the entering into loan facilities by Naftogaz for an aggregate amount in excess of USD 740 million. Andriy Nikiforov, counsel and practice head, performed rapid expansion of the portfolio of his practice over the last year.
KPD Consulting has a remarkable banking clientele and renders support onsecured loan transactions, restructuring matters, and gained expertise on loan portfolio sales. The firm has further expertise on supporting leasing and asset management companies. KPD currently advises Ukrsibbank(BNP Paribas) in restructuring the loan portfolio of one of the largest car dealers. Euromedia OUmandated the firm for coordination of restructuring of RIO Olympic Games Organizing Committee debts (over USD 4 million) and related debts to subcontractors. The firm has established positions in real estate, and recently acted for Piraeus Bankwith respect to elaboration of financial vehicle for raising funds to complete construction of a large residential complex. Partner Vladyslav Kysil leads the practice.
Ilyashev & Partners, Ukrainian law firm that rapidly developed its network of offices in other jurisdictions, is primarily known for being a strong litigation force. The firm advises banks, investment, financial and insurance companies, as well as Ukrainian borrowers from a range of sectors. The team advised on protection of right of Privatbank bondholders in connection with its nationalization. The firm traditionally command strong expertise in restructuring and insolvency, debt recovery matters. Among the notable representations is debt restructuring and support of the bankruptcy procedure of Creative Group. Another current project is support for Ukrplastic in obtaining a loan from IDC to refinance existing borrowings and cover capital expenses. The firm has further expertise in on-line payment services matters and regulatory and compliance matters in the insurance sector. Among the practice’s well-known clients are BTA Bank, Group DF, Procredit Bank, PZU, RCB Bank, Credit Dnipro Bank, UNEX Bank, Financial Company Private Investments. The main practitioner is Oleksandr Vygovskyy. The practitioners are rounded off by managing partner Mikhail Ilyashev.
In the past year Vasil Kisil & Partners is noted for acting onstructuring the finance for real estate and construction projects, corporate refinancing arrangements, asset finance and leasing matters in the aviation sector, loan restructuring and debt recovery. The firm maintains its stable position in banking disputes and financial services regulation.Among the recent highlights is being a Ukrainian law counsel to DAE and KAHALA in the sale of an aircraft, as well as on financing and lease matters in connection with the execution of a large-scale agreement for sale of a portfolio of 30 aircraft worth a total of over USD 260 million that have been leased to 16 airlines in 14 countries worldwide. The firm has established relationships with a string of foreign banks (Piraeus Bank; Latvijas Krajbanka, Hellenic Bank), real estate and construction companies (Seven Hills, Scorpio Real Estate Group, BSG Investments), aircraft owners and lessors (Dubai Aerospace Enterprise, KAHALA Aviation, SMBC Aviation Capital, Castlelake). The firm advised Matrix Insurance & Reinsurance Brokers S.A. on regulatory and transactional advice to major international insurance and reinsurance brokerage agency related to partnering with a Ukrainian counterparty in entering the Ukrainian market and establishing the insurance and reinsurance brokerage business in Ukraine. The team also advised the EBRD on the validity and enforceability of security package under the project finance loan to a Ukrainian energy generating company for construction, equipment and placing into operation of a biomass-fired thermal power plant. The practice is led by two partners, Alexander Borodkin and Anna Sisetska.
Given the transactional practice of the Kyiv office of Wolf Theiss advises on applicable Ukrainian currency control issues, including requirements on cross-border loans and their transfer, KYC and financial monitoring compliance. The team is experienced in NPL sale and transfer transactions, acquisition financing and M&A. The network of offices and work along other leading law firms ensures an inflow of cross-border mandates. The EBRD, Lukoil and AVENTURES are among established clients. The practice head is Oksana Volynets.
ADER HABER (previously the team was a part of Spenser & Kauffmann) has a growingrestructuring and insolvency offering. The team operates across a number of sectors, i.e. banking and finance, retail and FMCG, transport and infrastructure. The client base comprises corporate clients, state institutions, domestic banks and insurance companies, and reveals a notably growing representation among foreign financial institutions. To name a few: Alfa-Bank, Rodovid Bank, Nederlandse Financierings-Maatschappij Voor Ontwikkelingslanden N.V. (FMO), Deutsche Investitions-und Entwicklungsgesellschaft GmbH (DEG), Deposit Guarantee Fund. The team also actively acts on distressed debt issues and insolvency litigation. Among ongoing big ticket cases is representing a major international bank in the process of assets tracing and asset recovery in connection with the bankruptcy procedure of a major international financial and industrial holding to the tune of USD 300 million. In 2017 the firm expanded its portfolio of restructuring cases, and notably advised amajor Ukrainian carmaker, distributor and services provider in restructuring the loan portfolio. The restructuring and insolvency is mainly related to the company’s largest practice — litigation and dispute resolution, led by managing partner Yuriy Petrenko. Other key figures are Aleksandra Fedotova, partner, and two counsels Andrii Hvozdetskyi and Petr Malecek. The firm’s unique strength is its insurance practice, as led by Tetiana Daniltseva.
GOLAW advises on regulatory matters in the sector, currency control, pledge and foreclosure, agrarian receipts. The established client ProCredit Bank instructs the firm to support its work in financing Ukrainian business. The firm has additional expertise in tax regulatory, and credit union issues. Export Guarantee and Insurance Corporation, Expobank a.s., Jindal Films Europe, Printec Ukraine, Česká exportní banka, a.s. (ČEB), Syngenta are among its clients. The main contact for practice is the firm’s senior partner, Sergiy Oberkovych.
Ukrainian law firm Jurvneshservice has a niche focus on aircraft financing, including financial and operating lease, mortgage of aircraft objects, and advice within securitization of assets. The team has proficient experience in the most common schemes for financing commercial aircrafts such as secured lending, operating and finance leasing. The firm represented Apollo Aviation in a project of the USD 30 million warehouse loan financing of two aircraft that are on lease to UIA; acted for PK AirFinance S.à r.l. on USD 49 million asset based financing that provides issuance of a credit to purchase an aircraft, its mortgage and lease. Some other clients of the firm are Aerocentury Corp; GECAS; Textron Financial Corporation; AeroTurbine, Inc.; Engine Lease Finance Corporation; Macquarie AirFinance, Willis Lease Finance Corporation; Aircastle Advisor (International) Limited, AerCap; Ex-Im Bank (USA); DVB Bank SE; Erste Group Bank AG. Anna Tsirat is a lead partner and is noted for her lengthy practice on the market.
Gryphon Legal is focused primarily on working in the banking and financial sector, handling a wide range of regulatory matters, as well as offers expertise in banking compliance, e-commerce, domestic and international mobile payments, electronic money. The firm commands an impressive portfolio of financial and factoring companies, payment systems and insurance companies, banks and domestic corporates. The firm advised LEO Payment System on establishing and launching of a non-bank domestic payment system; advised the Leogaming Pay financial company, a leader of the Ukrainian online payment market, on domestic money transfer transactions, e-commerce, as well as international transactions and their currency regulation. Another project is establishing and launching currency exchange, money transfer and e-commerce company Partner. Helen Lynnyk is the main contact. Anna Andreasian and Inessa Mykhalchenko are the core team members.
EY Ukraine has always demonstrated its presence in the sector, and is traditionally involved in advising reforms in the country. For example, the team is enlisted for assistance in reform of the Ukrainian non-banking financial sector. In terms of transactional activity, the firm’s current portfolio includes advising a European insurance group in connection with the contemplated acquisition of a Ukrainian insurance company. EY is also a popular choice for banks, and advises on risks and factors complicating the debt collection procedure. The projects are led by two partners, Albert Sych and Vladimir Kotenko, with key contributions from Bogdan Malnev.
KPMG Law Ukraine has a diverse client base including Ukrainian banks, foreign lending institutions and international business. The legal team is known for strong commitment to regulatory and currency control work, and the past year broadened its project portfolio of debt restructuring projects. Thus, the team rendered legal and tax advice to one of the largest Ukrainian agrarian holdings on certain debt restructuring mechanisms; supported Northern Europe designer refrigeration solutions in repatriation of dividends, debt restructuring and structuring the intra-group assignment of dividends. One of the leading Ukrainian banks was guided in the course of large procurement procedures. Yuriy Katser, director, head of legal, is the primary point of contact.
Attorneys Association PwC Legal handles a wide range of regulatory matters, including advice on effective currency control regime, compliance, development and implementation of the strategy for improving the corporate governance system of Ukrainian state-owned banks in accordance with the best international principles and standards. The practice has developed a new service offering — FATCA compliance projects. The legal team also provides expertise on the management of bad debts, intra-group debt restructuring, debt restructuring via debt-into-equity conversion. Publishable clients include Oschadbank and Ukrgasbank, Amway Ukraine, Cogniance Inc., Curver Poland, Guala Closures SPA. Andrey Pronchenko, managing partner, leads the practice. The core members of the practice team are Alexey Katasonov, Anna Lypska and Artem Narodenko.
Known primarily for its bankruptcy and insolvency-related practice, the domestic market team at ARIO Law Firm extended the practice of financial restructuring and out-of-court settlement. The firm is involved in cases of debt restructuring before insolvent banks. Recent projects include acting for KoronAgro in EUR 80 million debt restructuring before PJSC Ukreximbank. Another notable case was representing VTB-Bank (Ukraine) in reaching an amicable settlement resulting in the buy-out by Fozzy Group of its loan portfolio in the bank. Julian Khorunzhyi leads the practice.
Evris Law Firm (previously known as N&D) rapidly reaffirmed its practice with the major focus being on financial restructuring and fintech. Among the recently completed projects was legal support for Alfa-Bank in the process of financial restructuring of a USD 100 million debt under the new law on financial restructuring. The team’s recent portfolio also takes in another significant restructuring project where the team acts for the borrower. The firm has extensive litigation practice in representing banks, including cross-border matters, and industrial enterprises. The recent representation includes acting for First Ukrainian International Bank in enforcement of decisions adopted by Ukrainian courts under 15 debt collection disputes with state railway operator Ukrzaliznytsya. Sergii Papernyk, who was very active on the market this past year, heads the practice.
Gramatskiy & Partners traditionally acts a great deal in the financing of industrial borrowers and developers, including intra-group transactions, tax and regulatory aspects. In 2017 the team advised international clients on currency restriction and regulatory matters, and broadened expertise in financial monitoring and anti-laundering,international procedures for banking operations andregulatory compliance.Restructuring and refinancing work covered projects in the area of cross-border trade. Other areas of activity covered management of bad debt. The banking practice is led by Ihor Reutov. Andrii Trembich is in charge ofrestructuring projects.
SDM Partners is a domestic law firm with growing focus on restructuring mandates. This past year the firm closed a number of significant restructuring projects. For example, it advised OTP Bank on USD 50 million loan restructuring extended to the large food company Rainford Foods; advice toIT Lab, which proposes transformative IT solutions and services, in discharging of the intercompany loan by contributing liabilities into the charter capital. Dmytro Syrota and Serhiy Dzis are the main contacts.
ANK Law Office, Odessa-based legal counsel, advises its clients on attracting external project financing for development of port facilities located in Odessa. The team acted in a number of deals. For example, it advised Sea Commodities Limited (member of GNT Group of companies) on the involvement of USD 20 million financing from the EBRD for funding working capital. The practice is led by Alexander Kifak and Artyom Volkov, with a key contribution from Nina Kostyuk.
TCM Group Ukraine, as part of the international network, focuses on debt restructuring. The Kyiv team is often enlisted for cross-border assignments, working alongside other offices around the globe acting for Ukrainian and a group of CIS debtors. Together with TCM Group Hungary the firm acted for a group of Hungarian creditors in debt restructuring of PJSC Alba Ukraine; supported debt restructuring of a Ukrainian telecom company before global licensed content provider. Denys Kopii is the lead partner and main contact.
ESQUIRES, a Ukrainian law firm established in late 2016, has profiled itself throughout the past year. The practice is centered on supporting transactions with securities and derivatives, issue of converted bonds, structuring private capital and financial monitoring. The firm advised AMC Investment Capital Ukraine in its purchase of a professional participant, asset management company LLC AMC Ukrsib Capital Management. Artem Saprykin is the lead partner.
Brightman Law Firm, a domestic practice with a vivid focus onfintech consulting, was established in 2017. The firm’s core focus is cryptocurrency investments and the Initial Coin Offering (ICO)/Token Sale procedure. Since its launch the firm has rendered legal support for cryptocurrency payments implementation into the retail and food and beverage sector in Ukraine, as well as Russia and Kazakhstan. Among the core offering is legal support of the structuring, registration and licensing of crowd-funding platforms, cryptocurrency investment and trading platforms, and related alternative financing systems. Ongoing support is rendered to Cryptogroup Paytomat on the implementation of cryptocurrency payments, as well pre-ICO and ICO financing, compliance with SEC regulations on alternative financing. Other clients, EcoAeroTech Ltd and ChronoBase, enlisted the team for preparations for pre-ICO and ICO financing. Dmytro Honcharenko and Krystyna Nyemchynova are the founding partners of this new market player.
ARBITRADE retains financial restructuring among its active practices. This year, the firm represented its long-standing client, the Milkiland Ukrainian group of companies in negotiations with a number of foreign banks for the restricting of its indebtedness under a syndicated loan agreement. The team was engaged by a Ukrainian operator of payment services operator, JSC UKRCARD, which defaulted under agreements for the licensing of software and related maintenance services with an international payments company, ACI Worldwide, to participate in negotiations for the restructuring of indebtedness under such agreements. Pavlo Trytenichenko is the lead partner and key contact of the practice.
Konnov & Sozanovsky is noted for its wide regulatory practice in financial services. The firm advised Caterpillar Financial Ukraine on obtaining a license for provision of finance lease services, as well as on day-to-day business operations. Partners Alexey Pokotylo and Alexey Ivanov are the primary contacts.
The Lviv-based Pavlenko & Partners, one of the first law firms established in Western Ukraine, is present in support of lending transactions and contentious assignments. The firm acted for retail company TVK Lvivkholod (Rukavychka stores) in the course of receipt of a Ukrainian-hryvnya denominated facility from the EBRD. The name of partner Andriy Kostyuk is well-known on the regional market.
Lavrynovych & Partners shifted its focus to regulatory work, especially in the area of payment systems. The firm advises MoneyGram on its activities in Ukraine, and especially registration of software to ensure transfers between banks; acted for Payment Planet on its registration in Ukraine. Another area of recent focus is debt restructuring and debt recovery. Dmytro Savchuk is the main contact.
Lexwell & Partners advised Rabobank on its transactions with Ukrainian companies according to the program Supplier Finance (developed for financing supply chains of a bank’s clients). Andriy Kolupaev is the main contact.
Regional Desks of International Law Firms
(Listed in alphabetical order)
Allen & Overy regularly advises both Ukrainian and international companies as a result of its involvement in banking and finance, and corporate projects. The location of key partners working on Ukrainian deals includes UK, Slovakia, Poland, Russia, Germany. Gareth Irving is the head of the desk. The international firm acted as English law counsel to Deutsche Bank and Citi as mandated lead arrangers on International Bank for Reconstruction and Development guaranteed senior debt financing for the National Joint-Stock Company Naftogaz of Ukraine with an additional accrued interest tranche. The core team included Paris-based counsel Tom Longmuir, and London based partners Tim Scales, Luke Lewis, Morgan Krone. The firm acted on a large restructuring mandate for the past year, the USD 2.3 billion restructuring of Ukrainian steel and mining company Metinvest, having represented the borrower. The project involved 159 lawyers across A&O’s London, Amsterdam and New York offices.
Freshfields Bruckhaus Deringer, which is a member of the Magic Circle, is present in debt capital markets work. The firm acted for borrowers in 207. The multi-jurisdictional team led by partner Sarah Murphy advised on the first new international corporate bond issue by Ukraine since 2013, representing Kernel Holding S.A. on the issue of its USD 500 million guaranteed notes. Another representation was English and US law counsel to MHP S.A. on its cash tender offer with respect to USD 750 million notes and the issue of new USD 500 million notes.
Herbert Smith Freehills acts regularly on banking and finance, including restructuring matters. Over the last couple of years the firm has been particularly noted for advising Russian banks and corporates with business in Ukraine. Circa 20 lawyers across its global network are involved in projects involving Ukraine. The firm, led by partner Artjom Buligin, advised Sberbank of Russia on Russian law on the sale of a multimillion facility to Ukrlandfarming PLC to a third-party investor. Another highlight is banking M&A, where the firm, guided by Moscow-based partner Evgeny Zelensky, acted as English and Russian law counsel to Sberbank Europe AG and Sberbank of Russia on the sale of VS Bank to TAS Group.
Latham & Watkins is known for advising debt capital markets transactions coming out of emerging markets. In 2017 this international powerhouse acted as legal counsel to joint lead managers as to English and United States law on a sovereign Eurobond issue; debut USD 500 million Eurobond issue by Kernel Holdings S.A.; cash tender offer with respect to USD 750 million 8.25% notes due 2020, and the issue of new USD 500 million 7.75% notes due 2024 by MHP S.A. The firm was also present in the large-scale restructurings of DTEK, representing the borrower on restructuring of Eurobonds and bank debt.
White & Case is known for advising sovereign Eurobonds issue and subsequent restructurings. The firm occupies the position of a “one-stop shop” for clients in Ukraine seeking to access capital markets. The firm acted as international legal counsel to the Ministry of Finance of Ukraine on USD 3 billion Eurobond issue by Ukraine which was combined with a cash tender offer to the holders of the outstanding Eurobonds due 2019 and 2020. The names of London-based partners working on Ukrainian matters are Ian Clark, Doron Loewinger, Michael Doran and Stuart Matty.
Other international law firms involved in capital markets, banking and finance work involving Ukraine are Clifford Chance, Linklaters, Norton Rose Fulbright, Shearman & Sterling (for more information see Tables 1-3).
1 Acclaimed as a promising practitioner, senior associate Dmytro Orendarets joined Clifford Chance in London.
- Gabriel Aslanian (Asters)
- Kateryna Chechulina (CMS Cameron McKenna Nabarro Olswang)
- Anton Korobeynikov (Sayenko Kharenko)
- Igor Krasovskiy (Jeantet)
- Oleksandr Kurdydyk (DLA Piper Ukraine)
- Yulia Kyrpa (AEQUO)
- Helen Lynnyk (Gryphon Legal)
- Andriy Nikiforov (Kinstellar)
- Ihor Olekhov (Baker McKenzie)
- Oleksandr Plotnikov (Arzinger)
- Nadiya Shylienkova (Dentons)
- Oleh Zahnitko (Integrites)