In 2013 Sayenko Kharenko advised on the majority of capital markets offerings for the total amount of over USD 7 billion across a range of industries — including the public sector, transport infrastructure, agribusiness, energy, IT and banking. In particular, the firm’s highlights over the past year include advising the lead managers in relation to two new sovereign Eurobond issues for the total amount of USD 2.5 billion, as well as on USD 1 billion tap issue by the State of Ukraine; acting for a group of international banks on the debut USD 875 million Eurobond issue by FESCO, one of Russia’s largest transportation and logistics holdings. Sayenko Kharenko acted for the issuer, the Export-Import Bank of Ukraine, on USD 500 million Eurobond, which was the first Eurobond coming out of Ukraine in 2013. On the equity front the team also advised underwriters in the course of the IPO by Luxoft, a leading Central and Eastern European IT service provider. Professional partners Michael Kharenko and Nazar Chernyavsky are widely recognized for their expertise in capital markets, banking and finance. Other key team members Anton Korobeynikov and Olexandr Olshansky possess profound knowledge.
The debt securities offering of Avellum Partners was boosted by high-yield transactions last year.The team handled an impressive amount of corporate bond issues representing both issuers and underwriters. For example, the team advised MHP Group on the new issue of USD 750 million 8.25% high yield notes due 2020; and advised PrivatBank with respect to its USD 175 million five-year Eurobond offering. Representation of lenders covered acting for Citigroup Global Markets Limited on the debut issue of USD 275 million notes by UkrLandFarming Plc. Among other projects are instructions from Deutsche Bank and Sberbank CIB, Mobile TeleSystems, DTEK Group. The 12-lawyer strong team is led by partners Mykola Stetsenko (equity) and Glib Bondar (debt).
Asters is known for its dedication to equity related work, including public and private placements, as well as Eurobonds and credit-linked notes. The team has been attracted to act as Ukrainian law counsel to VimpelCom Holdings B.V., parent of Ukrainian mobile telecom operator Kyivstar, in course of its USD 2 billion Eurobond issue. Furthermore, the firm advised Citigroup, Credit Suisse Securities (Europe) Limited, Goldman Sachs International, Sberbank CIB, Dragon Capital (Cyprus) Limited and UniCredit Bank Austria AG on the placement of USD 400 million notes by Mriya Agro Holding on the Irish Stock Exchange. The head of the team, senior partner Armen Khachaturyan, known for his many years expertise in international finance and is praised by peers for his brilliant management of projects.
Egorov Puginsky Afanasiev & Partners (EPA&P) remained active in the capital markets sector, handling debt offerings and structured assignments. EPA&P acted as Ukrainian legal counsel to joint book-runners — Barclays, Morgan Stanley International & Co. Plc, Sberbank Investment Banking in connection with the USD 500 million debut Eurobond issue of the State Administration of Railway Transport of Ukraine. Since 1 November 2013 Olga Khoroshylova, partner of banking and finance, capital markets practice left the firm. Since then Roman Stepanenko, counsel, acts as head of the Kiev practice.
In 2013 Lavrynovych & Partners continued enhancement of its debt capital market practice in terms of complexities. The team is known for being a preferable Ukrainian law counsel for the Ministry of Finance of Ukraine, inter alia, on the USD 1.25 billion Eurobond due 2023 issue as well as USD 1 billion tap Eurobond issue due 2022 under Rule 144A. Another landmark project in the team’s track record is the issue by the State Administration of Railways Transport of Ukraine (Ukrzaliznytsia) and six Ukrainian national railways of 9.5% loan participation notes due 2018, where the firm acted as the issuer’s counsel. Iryna Marushko, practice head, has been growing her reputation in the market over the last couple of years. Olena Zubchenko, associate partner, is another notable figure in the practice.
After the global merger, the Kiev office of Dentons (former Salans) has enjoyed a number of high profile mandates in its portfolio. With equity work, last year the firm advised Luxoft International Company Limited on a potential IPO/SPO of Luxoft Ukraine LLC on the New York Stock Exchange. The regular client, Cub Energy Inc. attracted the firm as a counsel for its short term prospectus offering at the TSX Venture Exchange (Canada). The capital practice team is a multijurisdictional one, and is led by Natalia Selyakova, head of the Kiev office’s banking and finance practice group, and Robert Michels, head of the capital markets practice, Frankfurt office.
Baker & McKenzie is known for its comprehensive expertise and cross-border capabilities. It is worth noting that the office demonstrated great involvement in equity practice. The team, as guided by Oksana Simonova advised EastCoal Inc., a Canada-based mineral development company with assets in Ukraine, on its brokered private placement of shares with the admission at the Alternative Investment Market (AIM) of the London Stock Exchange. Viacheslav Yakymchuk, partner, handled a private placement with listing on the Warsaw Stock Exchange of shares in KDM Shipping Public Limited. Serhiy Chorny, office co-managing partner, who is seen mostly across banking and finance deals last years, has a great reputation and respect in the eyes of younger peers.
In 2013 Vasil Kisil & Partners reinforced its presence among capital markets law counsels. The firm advised on Ukrainian law matters FESCO on its USD 800 million Eurobonds offering pursuant to Rule 144A and Regulation S, as well as on the subsequent USD 75 million tap issuance. The team remained present with the equity field, and acted as Ukrainian legal adviser to Arricano Real Estate Plc throughout all stages of preparing the Group for AIM LSE listing. The debt capital markets projects are led by Yulia Kyrpa, partner, head of banking and finance. Partners Denis Lysenko and Anna Babych are in charge of equity projects.*
* In August 2014 five partners – Denis Lysenko, Mariya Nizhnik, Anna Babych, Oleksandr Mamunya and Yulia Kyrpa left Vasil Kisil & Partners and established Aequo law firm.
Andriy Kravets & Partners, a compact Ukrainian firm, is a steady debt capital market player. The firm stands out for its strong expertise in representation of financial institutions. In 2013 the team acted as a Ukrainian counsel to Credit Suisse Securities (Europe) Limited and Morgan Stanley & Co International Plc on the tap Eurobond issue by The State Export-Import Bank of Ukraine. Julia Samoylova and Oleksandra Kupriichuk are led by the notable expert and founder of the firm, Andriy Kravets.
CMS Сameron McKenna renewed its presence on the capital market scene last year. Graham Conlon and Ruslan Ostapenko acted for Smith & Williamson Corporate Finance Limited, in its role as nominated advisor and joint broker on the IPO of Arricano Real Estate Plc on the AIM of the London Stock Exchange. The team has also been involved in the EUR 250 million issuance by Sanitec OYJ of floating rate secured senior notes arranged by UBS Limited, Deutsche Bank AG, London Branch, Danske Bank A/S and DNB Bank ASA, advising the agent and arranger for the agent.
ILF continued development of the practice in the equity field. After its counseling of Agroliga in 2010, the team advised Cereal Planet in respect of its initial public offering on the NewConnect, Warsaw Stock Exchange. Within the past year ILF continued equity linked advising of Agroliga Group. Anton Zinchuk is the key contact.
Misechko & Partners, a local team, was noted for its work on domestic deals. In the past year its team, as led by founding partner Volodymyr Misechko, advised Metal Holding Trade, a leader of the Ukrainian rolled steel market, on the UAH 45 million private offering of domestic bonds.
With a strong following in the agrarian sector the Law Offices of OMP, as led by Mykola Orlov, represented Mriya Agro Holding in its USD 400 million Eurobond placement on the Irish Stock Exchange.
The Kiev office of Clifford Chance and its counsel Olexiy Soshenko is recognized by market feedback for its expertise. The firm is known for its continuous advising of financial institutions and businesses. UBS and Valinor are on its client list.
Jurimex Law Firm represented the State Road Agency of Ukraine on its private domestic placement of bonds under state guarantees. Bohdan Shapoval, partner, head of corporate and securities practice, is the main contact.
Gramatskiy & Partners focuses on corporate assets and rights issues on the local market, as well supporting disputes with regulators and controlling authorities of the stock market. Igor Reutov and Mykola Dovgusha are the main contacts.
Regional Desks of International Law Firms
(Listed in Alphabetical Order)
Allen & Overy is among the most active international law firms enlisted for capital markets transactions involving Ukrainian companies. The regional desk counts 7 lawyers and is led by Philipp Wahl, London-based partner. In the past year Allen & Overy was especially vivid advising on corporate bond issues. For example, it acted as English, US, Russian and Luxembourg counsel to the joint bookrunners, and English counsel to the trustee, in Eurobonds offering by Far East Capital Limited S.A. Stephen Matthews, partner and head of the firm’s banking practice in Russia, and Cameron Half, counsel, Moscow office, acted as lead lawyers. Another notable mandate as led by Philip Smith, partner, London office, is advising UBS on the placement of Eurobonds on the Irish Stock Exchange by Mriya Agro Holding.
Freshfields Bruckhaus Deringer is steadily enlisted as a foreign law counsel on complex, cross-border transactions that require international legal advice. The firm advises the leading agriculture, energy and resources and financial institutions in Ukraine. In 2013 the firm advised on a number of Eurobond offerings for Ukrainian clients such as PrivatBank, AvangardCo, MHP Group and Mriya Agro Holding. For example, the debt capital markets team advised MHP Group on its USD 750 million high yield bond offering and exchange/tender offer for existing high yield bonds, and represented PrivatBank in a five-year Eurobond offering listed on the Irish Stock Exchange. The desk is headed by Moscow-based partner Sebastian Lawson, who has vast experience of deals with CEE and the CIS.
The past year has demonstrated involvement of Linklaters in high profile mandates related to Ukraine. The firm acted for both arrangers and issuers. Thus, its team represented J.P. Morgan, Morgan Stanley, VTB Capital on Eurobond issue by MHP Group and acted for the lead manager in the issue of loan participation notes by the State Administration of Railways Transport of Ukraine. On the borrowers side, Linklaters acted as English law counsel to the State Savings Bank of Ukraine (Oschadbank) on its Eurobond offering.
Norton Rose Fulbright is a known international player in the global banking and finance arena. In the past year the firm acted as English law counsel to the State Export Import Bank of Ukraine (Ukreximbank) in the course of its USD 500 million Eurobond issue as well as USD 100 million tap issue.
White & Case have achieved a leading reputation for advising on “firsts” to markets in difficult legal environments. In 2014 White & Case customarily was the English law counsel to the Ukrainian Ministry of Finance in sovereign Eurobond issuance. With the boom in Eurobonds offering during the first half of the previous year, the firm represented arrangers and borrowers. For example, the team, as led by London capital markets partners Stuart Matty and Ian Clark, acted as English law counsel to Citigroup, Credit Suisse, Goldman Sachs and Sberbank as joint lead managers and Dragon Capital and UniCredit as co-managers in connection with the issuance of USD 400 million 9.45% notes due 2018 by Mriya Agro Holding and also a related tender offer by Credit Suisse and Goldman Sachs for its outstanding USD 250 million 10.95% notes due 2016. Another notable representation was the issue by a UK SPV of USD 500 million 9.5% loan participation notes due 2018, where the firm acted as an English law counsel to the borrower — the State Administration of Railways Transport of Ukraine and six Ukrainian national railways. Stuart Matty, partner (London) handled representation of JP Morgan, Credit Suisse and Deutsche Bank as joint lead managers on the issue of 8.875% loan participation notes due 2018 issued by SSB No.1 PLC for the sole purpose of financing a USD 500 million loan to the State Savings Bank of Ukraine. The desk includes partners, capital markets, London — Doron Loewinger (desk head) Stuart Matty, Ian Clark, Francis Fitzherbert-Brockholes, and Marcin Studniarek, partner, capital markets/corporate, Warsaw.