Chadbourne & Parke is a popular choice among multilateral lenders and its Russian law specialists are known to be among the best in the market.

Transcription

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2 Chadbourne & Parke is a popular choice among multilateral lenders and its Russian law specialists are known to be among the best in the market. Chambers, Banking & Finance

3 Chadbourne has maintained a strong presence in Russia, the CIS and Central Europe since 1990, when it became one of the first foreign law firms to open an office in Moscow. Our practice has grown to include lawyers based in Moscow, Kyiv, Warsaw and London, and we are widely recognized as one of the leading law firms in the region. We are supported by the capabilities and resources of Chadbourne s network of 12 U.S. and international offices. Throughout the past 22 years, not only have we advised on numerous complex first of a kind transactions, but also on the day-to-day operations of our clients which impact upon their bottom line. We combine a strong local presence in the region with the depth of experience necessary to provide meaningful, practical business advice. Presence Moscow Our Moscow office is comprised of Russian, English and U.S. qualified lawyers, most of whom are bilingual. Our team of business-oriented lawyers has years of experience in the Russian Federation working on complex and novel transactions and on major litigation matters. We have advised on multiple financings governed by Russian and English law. Our lawyers are recognized by Russian and international legal publications, such as Chambers Global The World s Leading Lawyers for Business, Legal 500, IFLR 1000, PLC Which Lawyers, Best Lawyers in Russia and Pravo.ru for their work in the fields of corporate and commercial law, mergers and acquisitions, banking and finance, dispute resolution, capital markets, energy and others. Our Services Chadbourne s Moscow office is well-equipped to offer legal and business solutions across a broad range of corporate, finance and disputes work, including: mergers and acquisitions, new investments, project finance, international dispute resolution through arbitration and litigation, bankruptcy and financial restructuring, construction and real estate development, due diligence and legal investigations, capital markets, securities compliance, corporate governance and intellectual property. Practice Areas and Experience Banking and Finance We have substantial experience working on various types of financings, including secured financings and project and limited recourse financings governed by Russian, English, New York or other domestic laws in the CIS. We have also acted on behalf of multilateral agencies and other lenders with respect to the enforcement of credit arrangements and large restructurings of banks and corporate borrowers. Acted for EBRD on the Guardian Rostov project financing provided by way of a RUB 1,700,000,000 loan from EBRD to Guardian Eastern Europe Finance S.à r.l., a Luxembourg financing vehicle for Guardian s Russian subsidiary. Guardian is a U.S. headquartered group, which is one of the world s leaders in the manufacturing of float and fabricated glass. Acted on behalf of a group of 28 financial institutions on the restructuring of the debt of Public Joint Stock Company Kreditprombank, one of the largest banks in Ukraine. Represented Turkcell, a leading mobile operator in Turkey, in connection with a US$250 million financing from China Development Bank. Advised Polyus Gold in relation to a US$100 million financing from HSBC Bank. russia 1

4 This firm is very attentive to client needs and is able to work quickly under pressure. CHAMBERS EUROPE 2012, BANKING & FINANCE It (Chadbourne & Parke LLP) shows in-depth knowledge of the client s business and the ability to provide good value for money through the reasonable combination of junior and senior lawyers. CHAMBERS EUROPE 2012, CORPORATE AND M&A Acted for a 22 bank syndicate arranged by Sberbank and ZAO Raiffeisenbank in the RUB 39.3 billion (approx. US$1.3 billion) debt restructuring of GAZ Group (a leading Russian vehicle manufacturer) which was partially secured by the guarantee of the Russian Federation. Acted for Alfa-Bank in relation to a number of financings. Capital Markets and Securities We have assisted numerous Russian companies in preparing for and participating in western capital markets. The securities market in Russia is also developing rapidly, and Chadbourne is guiding numerous clients through this often complex new territory. Acted for ZAO Raiffeisenbank as the originator in a Diversified Payment Rights securitization program. Represented the underwriter, Goldman Sachs International via Goldman s counsel, Milbank Tweed Hadley & McCloy, on the issuance by a Delaware company of U.S. dollar-denominated 9.125% Senior Secured Notes due 2016 in an aggregate principal amount not to exceed US$380,000,000 and Euro-denominated 8.875% Senior Secured Notes due 2016 in an aggregate principal amount not to exceed EUR380,000,000. Advised IFC on various Russian law legal issues related to derivative transactions and ISDA documentation. Advised several issuers on the creation of ADR programs, including VimpelCom as the issuer in the first initial public offering of shares of a Russian company in the international capital markets, through a Level III ADR program. Advised both Territorial Generation Company No. 4 (TGK-4) and Territorial Generation Company No. 2 (TGK- 2) on placements as part of the massive restructuring of RAO UES, the Russian state electricity monopoly. Advised a Russian bank with respect to the USD 358 million IPO of CTC Media, the leading Russian media group in the U.S. Corporate and M&A Chadbourne has extensive experience advising on corporate transactions in various industrial sectors in Russia. Our attorneys provide advice on virtually all aspects of mergers and acquisitions transactions. We have conducted due diligence reviews on hundreds of companies in the region. Given our extensive experience, not only are we accustomed to identifying key legal issues that may impact the business or operations of a company, but we are also accustomed to offering innovative solutions to these problems taking into account the costs and the practical viability. Our corporate and M&A attorneys in Moscow combine their expertise with lawyers in other jurisdictions, offices and areas. We pride ourselves on being accessible, creative, efficient, pragmatic and responsive in helping our clients achieve their M&A objectives. Advised BurgerRUS, a franchisee of Burger King Corporation, the second largest fast food hamburger restaurant chain in the world in relation to its joint venture with VTB Capital to develop and expand the restaurant s chain and brand presence in Russia. The new company has signed a long-term master franchise and development agreement with Burger King Europe GmbH, and has obtained the exclusive rights to grow the franchise of the global restaurant chain in Russia. Advised Gazprombank in relation to its acquisition of 30% shares of Polygon Gold, a subsidiary of OAO Polymetal. 2 chadbourne & PArke

5 Represented A5 in transactions related to the acquisition of 100% of Russian pharmacy chain OAO Mosoblfarm and its assets with the follow-up sale of some of the assets to X5. Advised a purchaser of minority interests in the Bank of Moscow and represented such purchaser in further disposition of such minority interests. Represented Alfa-Bank on sale to OAO Mechel, one of the leading Russian companies, of Donetsk Electrometallurgical Plant (DEMZ), a Ukrainian steel smelting plant. The deal value is US$537 million. DEMZ is one of Ukraine s most modern steelmaking plants with an annual capacity of over 1 million tonnes. Dispute Resolution We advise clients on complicated, multi-level and multi-jurisdictional litigation cases involving Russian and international corporations and investors as well as institutions of other countries and international organizations. We have the capability to litigate on behalf of clients in Russian state courts and arbitration courts. We have vast experience in commercial arbitration held in Russia and abroad with respect to Russia related matters and have represented numerous parties in resolution of claims in the state arbitrazh courts and courts of common jurisdiction. We act as Russian law experts in foreign courts and commercial arbitrations and litigate complex corporate disputes. Acted as Russian law expert appointed by Mr Abramovich in a high-profile commercial dispute between two Russian oligarchs Mr. Beresovsky and Mr. Abramovich with more than $5 bln at stake in the High Court of Justice Queen s Bench Division Commercial Court in London. Successfully represented a leader in the IT industry of Russia, a Forbes 100 Company, in a tax dispute In Russian arbitrazh courts. The tax inspectorate brought tax claims in the amount of US$100 million against our client. The position was upheld in a trial court and in the court of appeal. Won a complex multi-million dollar case representing a Russian power generating company in the International Commercial Arbitration Court under the Chamber of Commerce and Industry of the RF (ICAC) in a dispute over an agreement for the reconstruction of a major hydropower station in Russia where the general contractor did not fulfill its obligations. Represented a subsidiary of a major Russian state oil company in international commercial arbitration (London Court of International Arbitration) with claims amounting to more than US$1 billion dollars in connection with two disputes against a major French oil company with a complete victory in the first case, and a partial victory in the second case. Acted as Russian law expert for the receiver of Yukos Oil Company on several international arbitration and court matters. Acted as Russian law expert for the Russian Federation in the Arbitration Institute of the Stockholm Chamber of Commerce. Energy, Oil and Gas Chadbourne lawyers have many years of experience advising local and international clients on a variety of energy related matters, including exploration, production, transportation, oil field services and other aspects of oil and gas projects. In Russia, Chadbourne lawyers have represented investors, lenders and participants in oil and gas projects in Russia, Azerbaijan, Bulgaria, Kazakhstan, Turkmenistan, Ukraine, and Uzbekistan, as well as on related infrastructure projects. Represented Gazprom in connection with the multiphased Shtokman Project, including the upstream development and production of the Shtokman natural gas fields, the Shtokman LNG facilities, LNG transportation, and the downstream transactions for the marketing and sale of LNG, including arrangements for regasification capacity at LNG receiving terminals, and marketing and sale of natural gas. Represented the National Oil Consortium in connection with its establishment. Advised a major EU oil company in relation to a proposed production sharing agreement with the Russian Federation; provided long-term legal support to the company on matters relating to the operation of the project under the general license regime. Represented EBRD on the financing of SOCAR s investment in the Shah Deniz gas field and the South Caucasus Gas Pipeline. Advised EBRD and IFC on a US$129 million debt and equity co-financing to modernize the Patos Marinza oilfield in the southern region of Albania. russia 3

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7 Represented Transneft on a USD150 million syndicated receivable based financing facility arranged by Raiffeisenbank, Transneft s first syndicated loan and on its USD250 million syndicated financing lead managed by Barclays. Mining Our lawyers advise major local and foreign clients on a wide range of activities in the mining sector in Russia and Central Asia, including projects involving gold, diamonds, copper and silver. We have provided assistance on issues ranging from financing and joint ventures to processing and exporting the gold and other precious metals. Represented Kinross Gold Corporation, the majority shareholder in Omolon Gold Mining Company, on numerous matters in Russia, including on its USD3.1 billion acquisition of Bema Gold Corporation and previously with respect to the buy-out of four minority shareholders in Omolon Gold Mining Company, resulting in the acquisition of an additional 45% of the shares of the Company. We also represented Kinross on the sale of 98.1% of Omolon Mining and Gold Company (the Kubaka gold mine) to Polymetal and the sale of a 90% stake in Omsukchansk Mining and Gold Company, which is involved in mining in the Magadan Oblast. Represented Berycan Limited in connection with its purchase of steel mini-mill group ISTIL Group. Berycan, a company acting on behalf of Mirinvest, an investment vehicle of Estar Group, agreed to purchase 100% of IS- TIL. The deal involved coordinating multi-jurisdictional legal opinions and due diligences in Cyprus, Ukraine, USA, UK, UAE, BVI, Guernsey and the Netherlands. Chadbourne also advised Alfa-Bank in connection with the related US$290 million acquisition financing. Advised The Boeing Company on its US$60 million joint venture with Open Joint Stock Company Corporation VSMPO-Avisma, the world s largest titanium producer, for the machining of titanium forgings manufactured by VSMPO. Represented the operating subsidiary of Norilsk Nickel, engaged in gold business, in connection with its acquisition of a majority stake in a Russian gold company. Real Estate Our lawyers have advised on a variety of real estate projects in Russia including the development and financing of office complexes, hotels, hypermarkets and warehouses. Advised Investment Management Group (a leading investor in private equity real estate in Russia) in relation to investments in various commercial real estate development, construction and management projects. Represented Jensen Group, a leading real estate investment and development company based in St. Petersburg, in the acquisition of Nevsky Passage, one of the oldest and most popular shopping centers in St. Petersburg with two buildings totaling 21,000 square meters, from VTB Bank. Represented ICT Group on its US$35 million acquisition of a company developing a luxury hotel in the Moscow city center and on the US$80 million acquisition of a company owning two significant business centers in Moscow. Represented AIG/Lincoln in connection with preparation of the design-build contract with Enka for construction of the White Square Office Center and the contract for the fit-out works at the White Square Office Center. Also represented AIG/Lincoln in connection with entering into lease agreement with PwC as a lessee for lease of the office space at the White Square Office Center constructed by AIG/Lincoln in cooperation with Coalco. Represented Hyatt International Ltd. in connection with the construction and project financing of Hyatt hotels in Russia, Ukraine and other countries in the CIS, including its first hotel project in Russia (the Ararat Park Hyatt) and the development of luxury apartments throughout Russia, including Moscow, Yekaterinburg and Rostov-on-Don. Advised the Ministry of Culture of the Russian Federation with respect to a contract with a French architect for construction of the Second Stage of the State Mariinsky Theater in St. Petersburg. Advised Alrosa Group, a large Russian diamond mining company, on the negotiation of a turnkey construction contract for a major diamond plant in Northern Russia. russia 5

8 Communications and Technology Chadbourne has built one of the region s most dynamic practices in communications and technology, including advising on stock issuances, regulatory issues, acquisitions, establishment of companies, and general Internet and e-business issues. We have also worked on numerous financings in the communications and technology sector and have a great deal of experience dealing with regulatory and corporate matters affecting this industry. Advised Turkcell in two financings of US$360 million. The transaction was composed of the US$285 million buyer credit for financing 2G and 3G equipment for Turkcell in Turkey and a US$75 million buyer credit for financing 2G equipment for Turkcell s Ukrainian subsidiary, Astelit. Both buyer credits are 95% covered by the Swedish Export Credit Agency, EKN, and are 100% funded by the Swedish Government entity SEK. The buyer credits are 50/50 shared between Calyon and Nordea Bank AB. Vimpelcom. We have advised Vimpelcom, a large Russian telecommunications company, on various matters in the CIS, including its: $34 million acquisition of ZAO Eltel, a St. Petersburg telecommunications company; RUB acquisition of 100% of OOO Ural- NET and OOO It-Com, Chelyabinsk telecom operators. Represented VimpelCom, a large Russian telecommunications company, in connection with several strategic investments in, and acquisitions of, telecommunications and Internet companies throughout the CIS. Also represented VimpelCom in an approximately US$226 million acquisition of a 49.9% stake in the Euroset Group. Represented Golden Telecom, Inc., a Nasdaq-listed telecommunications company with holdings in over twenty-five companies in Russia and other CIS countries, in connection with several strategic investments in, and acquisitions of, telecommunications and Internet companies throughout the CIS. Represented Golden Telecom, Inc. in its US$4.2 billion acquisition by Vimpel-Communications. The deal was at that time the largest acquisition by a U.S. publicly listed Russian company of a U.S. public company. IT/IP We advise our clients on all aspects of the exploitation, use and enforcement of IP rights, and on the acquisition and use of information technology products and services, as well as on advertising and marketing. The scope of our Intellectual Property expertise includes patent litigation, copyright, trademark clearance and prosecution, patent portfolio development and prosecution, IPrelated corporate transactions, licensing and regulatory issues, data protection and privacy. Represented Open Joint Stock Company RUSNANO on a number of Russian and multi-jurisdictional projects related to the development of nanotechnology, including establishing joint ventures and advising on legal issues relating to intellectual property rights. Advised Aveva in relation to structuring software distribution and licensing in the Russian market and in relation to negotiating and drafting respective software distribution and licensing agreements. Advised Boeing in relation to certification and licensing of aircraft technology and software with an encryption facility to be imported into and used in the Russian Federation. Acted for a Japanese manufacturer of leisure goods in connection with the removal of a fraudulent trademark registration in the Russian Federation. This involved a complex challenge procedure through Rospatent and official channels, alongside negotiations to buy the trademark from the registrant. Acted for a well-known global information company in attempts to sell a share trading and online financial data service with encryption facility including negotiations with Rospatent on licensing for import use and sale. Project Finance We have worked on many major infrastructure projects and are consistently recognized for our project finance work, representing both major international developers and lenders in numerous sectors. Our lawyers have extensive practical experience with project finance structures in Russia, including drafting and negotiating construction contracts, fuel supply agreements, offtake agreements, operating agreements and power sales agreements, governed by Russian, English and New York law. Our lawyers have represented investors, developers 6 chadbourne & PArke

9 and lenders in projects supported by multilateral development banks, bilateral investment promotion agencies, export credit agencies and regional banks as well as representing these agencies themselves. Acted for IFC in connection with several facilities for transportation infrastructure development in Russia, including its RUB 1.3 billion loan to finance the Chuvash Republic s road sector development program through Chuvashavtodor, a state unitary enterprise owned by the Chuvash Republic. Also advised on a similar IFC facility for development of road infrastructure in Petropavlovsk-Kamchatsky. Advised EBRD with respect to a transaction involving a US$90 million limited recourse project financing of a joint venture between Arcelor and OAO Severstal for the construction and financing of a galvanized steel plant in Cherepovets, Russia. Also worked on the restructuring of this loan. Chadbourne & Parke LLP s energy team provides excellent value for money, in-depth analysis and high professional standards and ethics. LEGAL , ENERGY AND NATURAL RESOURCES This firm is a veteran in litigation. CHAMBERS EUROPE 2012, DISPUTE RESOLUTION russia 7

10 Advised the Turkish holding company Zorlu on the construction and development of two power plants in the Moscow Region, two of Russia s first independent power producers, including with respect to negotiations with the Moscow government authorities for long-term concession contracts. Represented IFC on its US$95 million secured financing for the construction of the Megalogix Warehouse and Logistics Center in Novosibirsk, Russia, the borrower for which was Limited Liability Company Logopark Ob. Represented Alrosa Group, the largest Russian diamond mining company, with advice on the negotiation of a turnkey construction contract for a large diamond recovery plant to be built in Arkhangelsk, Russia, including with respect to all necessary infrastructure support to develop the project, including easements and roadways. Our Clients Clients operating in Russia and the CIS turn to Chadbourne for guidance on all types of situations, from huge mergers and financings to day-to-day legal matters. Our 20 years in the Russian legal market gives us the skills and insights to help clients navigate the challenges of the dynamic economy. Our clients include financial institutions, multilateral and bilateral agencies, developers, governments and governmental entities, leading multinational corporations, investment banks, foundations, trade associations, partnerships, individuals and small businesses. Major geographical areas of concentration include Western Europe, Central and Eastern Europe, Russia, the Middle East and Americas. A Local/International Firm In each of Chadbourne s offices, we combine high international quality and professional standards with indepth local knowledge and experience. We know our markets and the people in them. We endeavor to ensure that our legal services are consistent with our clients strategy, philosophy and objectives. We want our clients to succeed in our markets, and we frequently have the opportunity to make business introductions as appropriate. We are proud of the quality of our legal work, our responsiveness to our clients and their needs, and our high professional and ethical standards. 8 chadbourne & PArke

11 CONTACT Mikhail A. Rozenberg Senior Partner +7 (495) Mikhail Rozenberg, the Senior Partner of Chadbourne s Moscow office, has practiced law in Russia for more than 30 years, covering a broad range of civil and criminal matters, including the representation of numerous well-known individuals and legal entities, and provision of legal advice to joint ventures and foreign firms. Mr. Rozenberg has also provided significant assistance to international financial organizations on debt restructuring matters and in bankruptcy proceedings. Konstantin A. Osipov Partner +44 (0) (UK) +7 (921) (Russia) kosipov@chadbourne.com Konstantin Osipov focuses his practice on civil, commercial and corporate law, corporate governance; civil procedure, arbitration and litigation; mergers and acquisitions; private equity and financing. Julia Romanova International Partner +7 (495) jromanova@chadbourne.com Konstantin O. Konstantinov Partner +7 (495) kkonstantinov@chadbourne.com Konstantin Konstantinov s corporate practice focuses on advising both sellers and buyers in connection with purchase and sale transactions. Mr. Konstantinov has worked on joint ventures, corporate reorganizations of Russian and international corporations, debt restructuring programs and on a variety of issues relating to commercial and finance law. Julia Romanova s practice focuses on litigation, arbitration, corporate, bankruptcy and real estate matters. She advises clients with regard to Russian foreign investment legislation and regulations, and represents the interests of clients before Russian courts. Ivan Kozhemiakov International Partner +7 (495) ikozhemiakov@chadourne.com Ivan Kozhemiakov s experience covers all legal aspects of foreign investment in Russia and the CIS. He has particular expertise in corporate, M&A, banking and finance, oil & gas and infrastructure matters. russia 9

12 New York 30 Rockefeller Plaza New York, NY Telephone: +1 (212) Facsimile: +1 (212) Washington, DC 1200 New Hampshire Avenue, NW Washington, DC Telephone: +1 (202) Facsimile: +1 (202) Los Angeles 350 South Grand Avenue Los Angeles, CA Telephone: +1 (213) Facsimile: +1 (213) Mexico City Chadbourne & Parke, S.C. Paseo de Tamarindos No. 400-B Piso 22 Col. Bosques de las Lomas México D.F., México Telephone: + 52 (55) Facsimile: + 52 (55) São Paulo Av. Pres. Juscelino Kubitschek, andar São Paulo, SP , Brazil Telephone: +55 (11) Facsimile: +55 (11) London Chadbourne & Parke (London) LLP Regis House 45 King William Street London EC4R 9AN, United Kingdom Telephone: +44 (207) Facsimile: +44 (207) Moscow Riverside Towers 52/5 Kosmodamianskaya Naberezhnaya Moscow , Russian Federation Telephone +7 (495) Direct lines from outside CIS: Telephone: +1 (212) Facsimile: +1 (212) Warsaw Chadbourne & Parke Radzikowski, Szubielska i Wspólnicy sp.k. ul. Emilii Plater Warsaw, Poland Telephone: +48 (22) Facsimile: +48 (22) Kyiv 25B Sahaydachnoho Street Kyiv 04070, Ukraine Telephone: +380 (44) Facsimile: +380 (44) Istanbul Chadbourne & Parke Büyükdere Cad. No:191 Apa Giz Plaza, Kat: Levent, Istanbul, Turkey Telephone: +90 (212) Facsimile: +90 (212) Dubai Chadbourne & Parke LLC Boulevard Plaza Tower 1, Level 20 P.O. Box 23927, Burj Khalifa District Dubai, United Arab Emirates Telephone: +971 (4) Facsimile: +971 (4) Beijing Beijing Representative Office Room 902, Tower A Beijing Fortune Centre 7 Dongsanhuan Zhonglu, Chaoyang District Beijing , China Telephone: +86 (10) Facsimile: +86 (10) New York Washington Los Angeles Mexico City São Paulo London Moscow Warsaw Kyiv Istanbul Dubai Beijing This material may constitute Attorney Advertising in some jurisdictions Jan chadbourne & PArke