In 2021 AEQUO provided advice on transactions on international debt capital markets and policy shaping initiatives. The firm is known for advising Naftogaz of Ukraine, in particular, a “liability management exercise”, a type of loan workout that encompassed partial repurchase of a 2019 Eurobonds issue, and expected capital markets transactions, with the company intending to return to the capital markets via a USD 1 billion Eurobonds issue. The team was chosen by DAI for developing regulations on the infrastructural elements of the new securities market in Ukraine and, in particular, on trade repository. Furthermore, the firm was engaged by the IFC, as part of a consortium with Civitta (management consulting firm) and EasyBusiness (a non-governmental organization active in Ukraine), to identify opportunities for the IFC for facilitating the establishment of a sustainable and effective agricultural land financing market in Ukraine. Banking and finance partner Yulia Kyrpa leads the key capital markets mandates, while counsel Bogdan Dmukhovskyy is another important practitioner.

Ukrainian full-service law firm Asters traditionally represents major issuers on international debt capital markets. This past year the team represented Ukrainian Railways (PJSC Ukrzaliznytsia) on the USD 300 million issuance of 7.875% loan-participation notes due 2026; acted as a Ukrainian law counsel to Hilong Oil Service and Engineering Ukraine LLC in connection with the issue of Eurobonds by Hilong Holding Limited. Senior partner Armen Khachaturyan consistently heads projects, utilizing broad-based expertise in international finance and corporate.

The well-versed practice team of AVELLUM is at the forefront of international debt capital markets transactions, being called upon by all types of clients – sovereign, corporate borrowers and major lenders – investment and commercial banks and financial institutions. The team is a long-standing Ukrainian legal counsel to the Ministry of Finance of Ukraine, having advised on Ukraine’s Eurobonds USD 1.25 billion issuance, been admitted to listing on the London Stock Exchange, and a tap USD 500 million issue. The team also advised the issuer, National Power Company Ukrenergo, in the USD 825 million largest green Eurobond to come out of Ukraine to date; the State Road Agency of Ukraine (Ukravtodor) on a debut USD 700 million issue with the benefit of a sovereign guarantee; USD 300 million offering of Interpipe Holdings Plc admitted to a listing on the Luxembourg Stock Exchange. In addition to supporting issuance, the firm supports subsequent restructuring instructions mandated to handle consent solicitation work. AVELLUM acted in one of the largest corporate debt restructurings on the Ukrainian market, advising DTEK Group in connection with USD 2 billion debt restructuring under the two inter-conditional English schemes of arrangement. Deep involvement in practice, exceptional reputation and a versatile track record made Glib Bondar, senior partner, a definite market leader. Anastasiya Voronova, senior associate, is the key professional focused on capital markets. Oleg Krainskyi is a visible rising practitioner.

Renowned as a pioneer of capital markets work in Ukraine, Baker & McKenzie maintains a strong international reputation. The firm is among the leading counsel on debt capital markets transactions, and is an experienced force for regulatory matters. During the past year the team was instructed by Aragvi Finance International DAC (part of Transoil group) in connection with notes of up to USD 400 million as well as two tap issues. Serhiy Chorny, managing partner, is the most respected practitioner with undisputable expertise and respect.

Given strong banking and finance capabilities, CMS Cameron McKenna Nabarro Olswang demonstrates engagement in capital markets mandates. The international law firm advised European Bank for Reconstruction and Development on its USD 75 million investment in the USD 825 million sustainability-linked bonds issued by Ukraine’s national power company Ukrenergo. In terms of shaping regulatory environment, the office advised DAI Global (USAID) and the National Securities and the Stock Markets Commission of Ukraine on developing a set of by-laws necessary to implement provisions of the new Capital Markets Law on clearing, which will underpin a fully-fledged central counterparty infrastructure. The office, together with a consortium of high-profile technical and financial advisors, acted as the legal partner to NEXT-UA, having worked on a feasibility study aimed at proposing a working and commercially viable structure for Ukrainian capital markets. Other areas of expertise include derivatives, restructuring and equity capital markets. Ihor Olekhov, partner, heads the banking and finance practice in the Kyiv office. Kateryna Chechulina and Orest Matviychuk are senior members of the team.

In June 2021, Kinstellar merged with DLA Piper Ukraine, and became a notable player in capital markets work. In particular, the team had been at the forefront of major developments on the derivatives market in Ukraine, having acted as legal counsel to DAI and national Working Group and ISDA London on drafting legal contractual and regulatory framework for OTC derivatives in Ukraine based on ISDA Master documentation. The firm advised Raiffeisen Bank International AG on the debut 2002 ISDA Master Agreement concluded by VF Ukraine (Vodafone Ukraine) and an enforceability netting opinion under Ukrainian law. The team previously supported issuers in a loan participation notes offering, and recently acted on consent solicitation mandates. Thus, the team acted as a Ukrainian law counsel to Vodafone Ukraine on a consent solicitation scheme in relation to USD 500 million loan participation notes due 2025 issued by VFU Funding PLC. Dmytro Pshenychniuk is at the forefront of capital markets work, and has a bench of experience advising recent developments in the regulation of derivatives in Ukraine.

Sayenko Kharenko is an eminent Ukrainian legal counsel preferred by the world’s top-tier investment banks for decades. The team customarily acts for lenders side projects in the corporate and public sectors. This past year the team has been instructed by joint lead managers on all corporate and sovereign issuances – USD 1.25 billion Eurobond issue and USD 500 million Eurobond tap issue by Ukraine; USD 825 million ESG Bond issue by Ukrenergo; USD 700 million debut Eurobond issue by Ukravtodor; issues by Ukrainian Railways, Interpipe, Trans-Oil Group. In terms of restructuring mandates, the team acted for an ad hoc committee of bondholders on the USD 2 billion debt restructuring by energy company DTEK. The firm demonstrates its strong commitment to policy-shaping work, in particular, advising the National Securities and Stock Market Commission (NSSMC) and USAID-financed project “Financial Sector Transformation” on developing new regulations for commodity and stock exchanges, new regulations for investment firms (professional securities traders); developing the new legislative framework for securitization and covered bonds, advising EBRD and NSSMC. The big team has three partners on board: the top-experienced Nazar Chernyavsky focuses on sovereign Eurobonds; Igor Lozenko is lead partner for corporate bond issues; Anton Korobeynikov heads banking bonds offering. Other members of the senior team are Iryna Bakina and Olexander Olshansky.

International Law Firms (Listed in Alphabetical Order)

Dechert regularly acts a legal counsel for international debt capital market transactions in emerging markets. In 2021 the firm was an English law counsel to Ukrainian Railways on its USD 300 million issuance of loan-participation notes due 2026.

Latham & Watkins is regularly retained by international lenders in sovereign and corporate Eurobond issuances. In 2021 the firm acted as English and U.S. law counsel to BNP Paribas, Deutsche Bank, Goldman Sachs and J.P. Morgan, the joint lead managers, on a USD 1.25 billion Eurobond offering by the State of Ukraine. The firm also acted on the side of the joint lead managers in the course of USD 300 million notes issuances by Interpipe and Ukrainian Railways.

Linklaters is a vivid legal advisor for debt capital market transactions of Ukrainian borrowers, and acts predominantly on the lenders side. The international law firm acted as English and U.S. law counsel to the managers BNP Paribas, Deutsche Bank, Goldman Sachs International, and Ukreximbank on the USD 825 million debut issuance of guaranteed sustainability-linked green notes by NPC Ukrenergo; acted for joint lead managers of a USD 700 million debut Eurobond issue by the State Road Agency of Ukraine and a series of issuances of secured notes by the Trans-Oil Group of Companies. The firm also acted on the corporate issuers side. For example, it acted as U.S. and English law counsel to Interpipe Holdings Plc on its USD 300 million Eurobond issue.

For decades White & Case represents the State of Ukraine in its sovereign Eurobonds issues. The firm advised the Ukrainian Ministry of Finance, most recently acted as English and U.S. law counsel on issuance by Ukraine of its new senior notes due 2029; represented the State Road Agency of Ukraine Ukravtodor and the Ministry of Finance of Ukraine on debut issuance of amortizing notes. Another highlight was the debut issuance of guaranteed sustainability-linked green notes by Ukrenergo.

Please see Table 1 for more information about international law firms involved in capital markets transactions.