Legal Newsletter New in Financing. Bulletin, January 2014

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1 Legal Newsletter New in Financing Bulletin, January 2014

2 Legal Newsletter - New in Financing January 2014 The federal law No. 379-FZ of 21 December (the Securitization Act ) establishes legal framework for securitization of various types of assets. Previously Russian law exclusively governed securitization of mortgage loans. The Securitization Law is supported by the federal law No. 367-FZ of 21 December (the Pledge Act ) evaluating current regulation of pledge / mortgage and assignment / debt transfer in order to implement securitization within the Russian legal environment. A significant number of legislative acts are amended by the Securitization and Pledge Acts, e.g.: Civil and Tax Codes of the Russian Federation, Law on Securities Market, Law on Banks and Bank Activity, Law on Insolvency (Bankruptcy), etc. In addition, they introduce new instruments which can be applicable not only within securitization and project financing deals. Among them - escrow account, pledge of rights under the agreement of the bank account, analogue of a floating charge, etc. Acts come into force on 1 July 2014, save for several provisions which become effective later. Below is a general overview of the proposed amendments. As a general comment, their implication mostly depends on the law enforcement practice and adoption of by-laws developing them. 1. Securitization Act Specialized Company The Securitization Act establishes regulation of a business of the specialized company (the SPV ), its legal status, formation, corporate bodies, liquidation and bankruptcy, etc. The SPV s role is to segregate financial assets and further issue bonds secured by these assets in favour of the bondholders. Prior to the Securitization Act only mortgage agents were entitled to securitize assets, but only mortgage ones. The Securitization Act distinguishes two types of the SPV - special financial company (SFC) and special project financing company (SPFC). The SFC is designated for the acquisition of the receivables originated from the credits, loans or other obligations, including current or future, and issuance of the bonds secured by the pledge of the receivables. The purpose of the SPFC is to finance long-term (no less than 3 years) projects by acquiring receivables or other assets connected with the project implementation and to issue the bonds secured by the receivables or other assets. The SPV can be formed in a legal form of Russian LLC or JSC. No license of a professional participant on the securities market is required for the SPV. Its authorized capital can be paid solely by the monetary funds. No companies which are registered in an offshore jurisdiction included by the Ministry of Finance of the Russian Federation on the black list of offshores are allowed to act as the SPV shareholders and control the managing company performing functions of a CEO in the SPV. It should be noted that no decrease of the authorized capital by the SPV is permitted. Demands of the secured bondholders are satisfied on a third-priority basis within the SPV bankruptcy. A bankruptcy process has certain features to protect interests of the bondholders. In particular, none of the bankruptcy proceedings are available to the SPV, save for the receivership. Additionally, the Securitization Act establishes the right to change the SPV which is declared bankrupt to another SPV upon the bondholders consent. Nominal Account A nominal account established by the Securitization Act is a bank account opened for the purposes of conducting operations with the monetary funds belonging to a beneficiary which is not a holder of such account (or beneficiaries). The SPV can use the nominal account as an instrument of managing of the funds. The nominal account agreement can limit the scope of operations which can be conducted by the account holder. In addition, it is not permitted to postpone operations on the nominal account, arrest funds on such or write them off under the obligations of the account holder. Escrow Account Legal News New in Financing Bulletin January, 2014 Page 2 1 Federal Law On Amendments to Seperate Legislative Acts of Russian Federation No. 379-FZ of 21 December Federal Law On Amendments to the First Part of the Civil Code of the Russian Federation and Declaration as Nonoperative of Seperate Legislative Acts (Provisions of Legislative Acts) of the Russian Federation No. 367-FZ of 21 December The Securitization Act introduces an escrow account designated for accounting and blocking monetary funds received by the escrow-agent from the account holder in order to further transfer them to the beneficiary although upon occurrence of grounds set out in the agreement between the bank, the account holder and the beneficiary. No operations under the escrow

3 account are allowed, save for depositing of the funds in the account and their subsequent transfer to the beneficiary. An arrest of the escrow account, suspension of operations or write-off of the funds on the escrow account are forbidden. Assets as a Security under the Bonds The Securitization Act introduces new instrument as bonds with the pledge security. Uncertified and certified frozen (in Russian: obezdvizhennie ) securities, immovable assets and receivables (including future) can serve as a security under the bonds. The Securitization Act provides for requirements to security, procedure for entering into security agreements and enforcement of such security. Risks of Originators The Securitization Act provides for the volume and form of risks in securitization deals. In particular, originators are obliged to keep on its balance 20% of the total obligations secured by the pledge (for the infrastructure projects - 10%). Subordination The Securitization Act provides for a priority of performing obligations under the bonds of different issues. Other Issues The Securitization Act provides for registration of notifications on creation of the security in relation to movable assets, save for those which require registration in a special order under Russian law. The new act obliges the notary to maintain the register of such. Recently the pledges of movables assets were not controlled due to absence of this register. The Securitization Act establishes the possibility of notary certification of equivalence of a digital document against such in a hard copy and vice versa. 2. Pledge Act Pledge Account A pledge of rights under an agreement of the bank account is a completely new instrument established by the Pledge Act. For this purpose, the bank opens to the client (pledgor) the special bank account, so called pledge account. Generally, the pledge is established over the rights to all monetary funds on such account. At the same time, it is allowed to specify a fixed amount which the pledgor shall maintain during the whole pledge term. It is also possible to pledge the rights under the agreement of the bank deposit. Generally, the pledgor is free in disposing of the funds on its bank account, unless provided otherwise. The bank and its client are not entitled to amend the agreement of the bank account without the pledgee s consent. In case of a default on the debtor s side, the funds shall be written off upon the pledgee s written request by the servicing bank from the pledge account and transferred to the pledgee. It should be noted that upon the default the bank is prohibited from conducting operations with the funds on the pledge account if such lead to the decrease of an amount of the funds on the pledge account below a sum equal to the secured obligation. If the bank violates this rule, it shall be jointly liable with the pledgor to the extent of the sum written off. Generally, the SPV transfers to the pledge account the funds received from the debtors (including as a result of enforcement) and use them to make payments in favour of the bondholders. Upon the SPV bankruptcy, the funds on the pledge account are distributed among the bondholders as pledgees. At the same time, the law sets out a specific limitation the demands are satisfied out of the funds in the pledge account in the amount constituting no more than 70% of the secured obligation and if the pledge secures credit obligations, up to 80%. As noted in the beginning of this bulletin, new types of accounts - the pledge account, the nominal account and the escrow account - can be used not only by the SPV or any other party within the securitization or the project financing deals, but within any other business deal. Future Obligations Prior to the Pledge Act it was unclear what is meant under the future obligations to be secured, either obligations originating out of the existing or future agreement. The conservative approach upheld the first option. Pursuant to the Pledge Act it is directly possible to secure obligations under the agreement which is not concluded at the moment of entering into the pledge agreement. Future Security The Pledge Act allows execution of the pledge agreement in relation to the assets which will be acquired by the pledgor in the future. In this case the pledge will arise once the assets are produced or acquired by the pledgor. Previously such opportunity was quite disputable. Legal News New in Financing Bulletin January, 2014 Page 3

4 Analogue of the Floating Charge Pursuant to the Pledge Act it is permitted to establish the pledge in relation to all assets in possession of the pledgor without particular specification in the pledge agreement. In addition, it is allowed also to pledge the assets under any and all obligations without their description in details in the security agreement. Satisfaction of the Pledgee s Rights The Pledge Act stated that the pledgee is entitled in the priority order to receive the insurance compensation (irrespective of the fact in favour of which the assets are insured), income received from the use by the third parties of the pledged assets or monies received under the receivable if such are pledged in favour of the pledgee. In this case the pledgee is entitled to demand such amounts directly from the obliged person. Third Party as the Pledgor As a general rule, if the pledgor is a party different from the debtor, then rules applicable to the surety are applicable. It can mean that the pledgor is entitled to raise objections against the pledgee s claims, unless otherwise provided. In addition, it can mean that the pledge is terminated if any change in the secured by pledge obligations leads to an adverse effect on the pledgor or upon expiration of one year once the secured obligation becomes matured, unless the agreement provides otherwise. Insurance The Pledge Act obliges the pledgor (or the pledgee if the pledged assets are kept by the latter) to insure the subject of pledge for the amount no less than the secured obligations, unless otherwise provided. Co-Pledgees Pledge Management Agreement The Pledge Act introduces the absolutely new and long expected concept of the security agent, namely by virtue of the provisions on the pledge management agreement between a group of creditors (or even one creditor) and the pledge manager. Such an option exists only if the parties thereto perform entrepreneurial activities. Pursuant to the pledge management agreement the pledge manager is obliged to enter into the pledge agreement with the pledgor and/or exercise rights and perform obligations in favour of and in the name of all creditors. The latter have to compensate losses to the pledge manager and pay consideration to it, if otherwise is not provided in the agreement. The noteworthy points are as follows: prior to the termination of the pledge management agreement neither of the creditors is entitled to exercise rights and perform obligations of the pledgee; the pledge manager shall be an individual entrepreneur or a legal entity; it could be stipulated in the agreement that the pledge manager shall act pursuant to the consent of the lender(s) in the specific situations; assets received by the pledge manager shall be passed to the common ownership of the lenders in proportion to the extent of amounts of their receivables; relations among the pledgees are construed on the basis of the rules applicable to the partnership in Russia (in Russian prostoe tovarischestvo ) and the relations between creditors and the pledge manager are governed under the rules established for the agency agreement. Legal News New in Financing Bulletin January, 2014 Page 4 Prior to the Pledge Act the law keeps silence on the status of co-pledgers, their cooperation, etc. Now it is directly stated that the assets can be pledged in favour of several pledgees under different obligations. Seniority of Pledges Previously the seniority of first- and subsequentranking pledges was solely determined on the basis of the date on which the pledge was created first. Now the pledgees may determine contractually this seniority. Limitations on Out-of-Court Enforcement Pursuant to the Pledge Agreement, if in the course of the out-of-court enforcement it was revealed that the pledgor s rights are violated, then the assets can be enforced through court proceedings only. Additionally, the pledgee is entitled to acquire the pledged assets in course of the out-of-court enforcement for itself, provided that the price for the assets is no less than the market. Previously there is no such direct legislative requirement.

5 Other Issues The Pledge Act adds new types of pledges, such as: the pledge of contractual rights, the pledge of rights under the agreement of the bank account (as mentioned above) etc. Recently it was unclear when the pledge over the participatory share of the Russian LLC originates. Now it is explicitly stated that such is originated upon the registration of the pledge in the public register of legal entities. Unless otherwise provided for, the rights of the shareholder in the Russian LLCs are exercised by the pledgee, but not by the shareholder (although in the Russian JSCs - by the shareholder, unless otherwise provided). Such an opportunity is absolutely new in Russian law. The pledged assets remanufactured by the pledgor are deemed in the pledge as well. Recently there was uncertainty whether the pledged assets (materials, equipment, etc.) used in the course of the construction and which become parts of the constructed object are pledged. Now it is explicitly stated in the law. Legal News New in Financing Bulletin January, 2014 Page 5

6 BBH Legal LLC provides its clients with legal advisory services in a number of areas of law, including banking and finance, capital markets, M&A, real estate, litigation, corporate and business matters, competition, antimonopoly law and tax law. In connection with the provision of its above-mentioned services, it also prepares and provides basic informational services regarding the most relevant news. This BBH Bulletin is to serve as a general piece of information in respect of certain important news and events taking place in the area of the financial, capital and banking markets. The contents hereof do not, and shall not, serve as legal advice of any kind. In the case of your interest, please feel free to contact us and request personalized information, advice and/or consultation. BBH Legal LLC 1 st Brestskaya, Moscow Tel: Fax: moscow@bbh.ru Legal News New in Financing Bulletin January, 2014 Page 6

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