gblp banking & finance_eng

Banking & Finance

The Russian practice of Berwin Leighton Paisner (BLP)

Our Banking & Finance Practice is a part of our firm’s global Finance Practice made up over 200 dedicated lawyers worldwide, the majority being based in London and Moscow.

Our team is a fully-integrated practice providing transactional and regulatory advice to a broad range of clients, including domestic and international banks, corporates and sponsors, export credit agencies and private funds, multilateral and bilateral agencies, and other financial institutions. We act on many complex multijurisdictional transactions both in Russia and internationally.

In Moscow we have a full service multitasking Banking and Finance practice covering the full range of finance services. Notable strengths of the Goltsblat BLP Banking and Finance team are:

• Magic circle quality — the Banking and Finance Practice of Goltsblat BLP provides legal services of the highest quality. Members of our Banking and Finance team have worked in the leading finance practices of Magic Circle law firms in Moscow prior to joining Goltsblat BLP.

• Full service powerhouse practice — we have excellent international capabilities and deep knowledge of local specifics, this enabling us to advise our clients on every possible type of finance-related work, including international and domestic transactions with complex structures, structured finance and securitisation, project finance and PPP, restructuring and insolvency, real estate and acquisition finance, asset finance, trade and ECA-backed finance, derivatives and capital markets.

• Strong regulatory expertise — our team has in-depth expertise in the latest regulatory developments in Russia and has advised clients in connection with securities and professional participant regulations, Basel III, originator risk transfers, credit risk assessment and prudential requirements of the Central Bank of the Russian Federation related to regulated capital.

• Sanctions screening/advice — new area where we are active in supporting our clients in response to the current economic climate and market conditions.

Please do not hesitate to contact us directly on any finance related matters.

Goltsblat BLP is one of the best in the Russian market.

Legal 500 EMEA

Oleg [email protected]: +7 495 287 44 44

Goltsblat BLP is praised for its bench strength and particularly high level of service.Legal 500 EMEA 2015 about Goltsblat BLP’s Banking & Finance Practice

A client describes the firm as ‘a knowledgeable company’ and says they don’t work with other firms in Moscow now. IFLR1000 2014

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OUR SERVICES

General lending• Bilateral lending• Syndicated lending• Secured and unsecured general corporate and working capital facilities• Acting for borrowers and lenders• Fully-fledged domestic and international security package review

Funds and venture capital• Formation and operation of onshore and offshore investment funds and specialised real estate

and hedge funds• English and Russian law contractual and corporate matters • Acquisition and disposal of portfolio companies• Raising equity and debt financing from equity investors and lenders• Ongoing operations, including IP, employment and tax issues of funds

Project finance / Infrastructure / PPP• PPP structuring and funding• Regulatory aspects of natural resources• Corporate and tax structuring advice and documentation, including JV and consortium operations• Corporate finance and project finance advice and documentation• Tender documentation support• Concession agreement advice and documentation• Legal advice on land and real estate aspects in PPP and project finance• Full legal support for construction activity

Real estate finance• General real estate finance• Real estate project restructuring• Investment structuring (shares and asset acquisitions, real estate finance loans)• Borrowing for investment properties and portfolios• Development finance• Due diligence on real estate development (existing or future) to be financed/acquired

Structured Debt and Capital Markets1. Structured debt and securitisation

• Traditional receivable securitisation of various asset classes, both domestic and cross-border

• Synthetic credit derivatives-based structures • Legal, regulatory and tax arbitration structures • Covered bonds• RMBS: domestic and cross-border• CMBS• Portfolio receivable sales• Off-balance-sheet warehousing arrangements

2. Derivatives• Russian standard derivatives documentation 2011 (RISDA)• ISDA• GMRA• Regulatory advice• Loan in-built derivatives• FX Instruments and FOREX regulatory advice

3. Capital markets• DCM and domestic bonds• Domestic and international ECM• Liability management• Securities and financial instruments regulatory advice

Acquisition finance • Сorporate acquisitions• Senior debt and mezzanine finance funding• Management and institutionally led buy-outs / buy-ins• Recapitalisations• Share buy-backs

Asset finance • Aircraft finance• Operating and finance lease• Engine financing• Aircraft and portfolio sale and purchase• Export-credit backed financing• Tax and customs advice on aircraft deals• Repossessions• Rail and maritime finance

Trade finance and ECA-backed finance • Export credit agency (ECA) finance: short-, medium- and long-term export credit agency

and multi-source finance• Pre-export financing (including syndicated)• Multi-jurisdictional supply chain finance programmes• Factoring• Advising on trade finance instruments and application of uniform rules of practice

Sanctions screening services• In-depth sanctions screening of your clients and suppliers• Audit of contractual documentation to protect your interests in potential disputes relating

to non-performance due to sanctions• Sanctions-related investigations• Ongoing monitoring of counterparties• Audit of correspondent bank relationships• Sanctions-related advice

Regulatory capital• Advising on capital and liquidity requirements, minimum regulatory capital ratios,

risk-weighted asset regulations, market discipline and disclosure requirement rules, compulsory reserves, bank’s own funds matters (including within the Russian, UK and EU legal framework)

• Representing before regulatory authorities (CBR)

Restructuring/Insolvency• Refinancings, restructurings and workouts of all forms of debt• Security package review• Strategic advice relating to acquisition or disposal of both distressed and non-distressed

debts• Formal insolvency procedures• Business rescues, turnarounds and work-outs, including non-core asset disposal

programmes• Debt for equity swaps• Dealing with risks relating to derivative contracts in insolvency and restructuring cases• Default, cross-default and bankruptcy risk analysis relating to new transactions• Analysis of duties and responsibilities of directors and management bodies

General lending

Project finance / Infrastructure / PPP

Funds and venture capital

Real estate finance

Structured Debt and Capital Markets

Regulatory capital

Sanctions screening services

Restructuring/Insolvency

Trade finance and ECA-backed finance

Asset finance

Acquisition finance

>200dedicated lawyers worldwide, the majority being based in London and Moscow


For several years running, Goltsblat BLP’s Banking & Finance practice has been recommended by major international legal directories, such as The Legal 500 EMEA, Сhambers & Partners, IFLR 1000, Best Lawyers and others.

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12 of the world’s largest banks have appointed BLP

Our international team of dedicated banking and finance lawyers provides support at our offices in Moscow, London, as well as at our Abu Dhabi, Beijing, Berlin, Brussels, Dubai, Frankfurt, Hong Kong, Paris and Singapore offices.

Goltsblat BLP is known for its track record in real estate finance and project finance.

Strong English law capacity on the ground in Moscow.

Chambers Europe 2015

Chambers Europe 2015 recommends Goltsblat BLP’s Banking & Finance practice for strong English law capacity on the ground in Moscow.

Oleg Khokhlov is recommended as one of the Leading Lawyers in Russia for Banking & Finance Law, according to Best Lawyers 2016.

According to IFLR1000 2014, Oleg Khokhlov is picked out by clients and peers for praise as ‘a very client-oriented lawyer paying much attention to the client’s needs.’

HOW WE WILL WORK FOR YOU

Technically accurate, clearly presented legal solutions that help you to achieve your commercial objectives are the foundations on which our firm and our client relationships are built. We will pursue the best outcome for your business at all times. But we also know that outstanding service goes beyond quality advice aligned to your goals. Our aim is to make your life easier.

What can you expect from our team

Listen before we act

Assign the right team

Understand your commercial imperatives

Give clear advice

Offer fee transparency

Present solutions

Offer flexibility

Seek feedback

I have always found the firm to be professional and competent, providing practical and pragmatic legal advice. Chambers UK 2015

Berwin Leighton Paisner has ‘immense market intelligence and contacts: it has done virtually every deal out there’.Legal 500

34FTSE 100 clients have instructed BLP

companies instructed BLP past year

59GLOBAL FORTUNE 500

ICBC Financial Leasing

Leasing and financing of five Bombardier Global 5000 to Vistajet.

Sale and purchase, leasing and financing of a portfolio of eight aircraft from GECAS (aircraft leased to China Southern, Shanghai Airlines, Hainan Airlines and Air Berlin).

Rosatom / Akkuyu NPP

Provided legal support to Rosatom/ Akkuyu NPP on a nuclear power project in Akkuyu, Turkey, including on EPC services, project finance, technology transfer and other related matters (together with Pillsbury law firm).

2014 Winter Olympics in Sochi

Participated in drafting laws regulating the preparations for and holding of the 2014 Winter Olympics in Sochi, including condemnation and allocation of land plots, infrastructure, construction, environment, town planning and zoning, financing, corporate and immigration.


Bombardier

Finance leasing of 15 Bombardier CRJ aircraft to Utair Aviation JSC.


PROJECT FINANCE AND PPP

INTER RAO UES

Advised INTER RAO UES on a RUB 9.6 bn convertible loan with the European Bank for Reconstruction and Development (EBRD).

REPRESENTATIVE EXPERIENCE

One of the biggest cinema chains in Russia

Represented one of the biggest cinema chains in Russia in relation to a RUB 2 bn secured loan facility from VTB for construction of new cinemas. The security package included, inter alia, Russian and Cyprus law pledges of different assets and guarantees.

Major Chinese development bank

• Advice on a USD 400 mln facility to VEB in connection with developing the Ekibastuz hydropower plant and a USD 800 mln facility to VEB for restructuring and developing the JSC SLAVA plant. The transactional structures included a cross-jurisdictional on-lending element, which required a thorough and specific risk assessment.

• Advice on a USD 1.4 bn facility in connection with construction of RUSAL Taishet Ltd. aluminium plant.

GENERAL LENDING

Мultinational food-products corpora-tion, a well-known producer of diary and other food products

Advised a multinational food-product corporation, a well-known producer of dairy and other food products, in connection with a project finance transaction with an element of quasi-equity finance.

International automotive JV

Advised an international automotive JV on a syndicated lending transaction and in-built hedging arrangements with VTB Bank.

South Stream Transport BV

Comprehensive legal advice to South Stream Transport BV on construction of the Russian Sector of the submarine gas pipeline on the Black Sea sea-bed: including project finance, land acquisition, spatial planning, environmental, corporate, construction, permission and regulatory issues, etc.

JBIC

Advised JBIC in connection with overall regulatory, tax, customs, tariffs, permits and licences, spatial planning, land, environmental, public procedures, etc. matters applicable to PPP projects in Russia, and performed a case study review.

Major Russian state bank

Financing of delivery of three Sukhoi Superjet 100 aircraft to an Asian airline.

Bank for Development and Foreign Economic Affairs (Vnesheconombank)

Advised the Bank for Development and Foreign Economic Affairs (Vnesheconombank) on developing a concept and relevant legislative initiatives to adopt infrastructure bond issue vehicles and project finance structures in Russia. The project included preparation of draft amendments to the relevant laws and regulatory acts of the Russian Federation.

RusHydro

Represented RusHydro on a joint venture with JSC Electric Power Plants (Kyrgyzstan) and project financing for construction of four hydro power plants in Upper Naryn, Kyrgyzstan, including EPC services.

AIRCRAFT FINANCE

Major Asian bank

Operating lease of six new Airbus A321 to a major Russian airline.

Freight One

Advised JSC Freight One in relation to preparation and registration of an initial bond issue of RUB 40 bn.

Pallada Asset Management

Advised Pallada Asset Management on several corporate and capital market transactions in Russia involving a number of sale and purchase transactions relating to publicly traded shares and other securities.

Lead Arranger and Joint Bookrunners

Represented the Lead Arranger and Joint Bookrunners in two securitisation transactions of the KIT Finance mortgage portfolio, (Rumba S.A.) and (KIT Ipoteka Limited), warehouse and term deals.*

Major international bank

Advised a major international bank and its Russian branch in relation to a structured guarantee provided to the Russian branch and a CLN or CDS as exposure transfer instruments.

Major international FMCG company

Advised a major international FMCG company on developing bespoke documentation for hedging currency exposure of its Russian units via cash-settled forward instruments to match the supply needs of the Russian units, including complex ad-vice on cross-border regulatory and legal matters.

Sheremetyevo International Airport

Advised Sheremetyevo International Airport on restructuring a USD 222 m syndicated loan arranged by international and Russian banks, including advice on in-built hedging arrangements.

EBRD

Advised EBRD on debt restructuring and assignment of rights under a facility agreement with a major producer of children’s goods.

Advising EBRD on restructuring a more than USD 100 mln loan to a major leasing company.

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STRUCTURED DEBT AND CAPITAL MARKETS

RESTRUCTURING/INSOLVENCYIrish Lessor

Leasing of one Bombardier CRJ-100 aircraft to Joint Stock Aviation Company RusLine.

Major European Bank

Refinancing of two Boeing 737-800 and their subsequent lease to a major Russian airline.

El Al Israel Airlines

Refinancing of existing US Exim-baсked financing and lease arrangements in respect of one Boeing 777-200 ER aircraft by way of a subordinated loan from Boeing Capital Loan Corporation.

General advice on derivatives

Negotiated derivatives master agreements: ISDA, GMRA, RISDA (2009 and 2011 Standard documentation for derivatives under Russian law), providing legal opinions and drafting memoranda with respect to derivative transactions with Russian counterparties.

Engine Lease Finance Corporation

Acquisition of 47 aircraft engines from Macquarie Bank Limited and a number of subsidiaries within the Macquarie Engine business.

Major State Bank

• Advice and comprehensive analysis of the bankruptcy status of a debtor (industrial European company), debt recovery procedures and related sanctions advice.

• Advice on a series of emergency refinancings of international debts for major Russian corporates.

Export Import Bank of China (CEXIM)

Advised the Export Import Bank of China (CEXIM) on refinancing of a major Chinese lessor’s acquisition of two A320 aircraft on lease to a Russian airline.

Major international developer

Advised a major international developer on a USD 100 m facility from Sberbank for acquisition of a warehouse complex.


Major Russian developer

Advised a major Russian developer on restructuring its group security package under a real estate finance transaction with VTB for financing Avrora Business Park.

Major international developer

Advising a major international developer on a debt restructuring in connection with acquisition of an A class warehouse in the North of the Moscow Region.

Major French bank

Advised a major French bank on restructuring of its secured financing to a major Russian agricultural company.*

Sheremetyevo International Airport

Provided comprehensive legal advice to Sheremetyevo International Airport on project finance matters, consolidation of the airport’s assets, a tender to select an investor for re-development of the Northern Terminal Zone, design and construction of the brand new passenger and cargo terminals, design and construction of an underground tunnel beneath the airfield.

INTER RAO UES

Advised JSC INTER RAO UES on a EUR 87 m ECA-backed export credit facility (Hermes).

Advised a major Western bank in connection with purchase of equipment for OAO Gazprom with the support of EKN (Swedish export agency).*

Major Western bank

BNP Paribas

Advised BNP Paribas and syndicated banks in connection with a pre-export facility of USD 2 bn for OJSC Mechel.*

Export Development Canada

Advised Export Development Canada in connection with a USD 275 m term loan facility for Sberbank of Russia.*

BNP Paribas

Advised BNP Paribas in connection with EUR 467 m financing for satellite launch and operation for Gazprom Space Systems with the support of COFACE (French export agency).*


Major US and Swiss investment banks

Advised major US and Swiss investment banks on restructuring a secured facility involving a debt to notes swap.*

ACQUISITION AND REAL ESTATE FINANCE

TRADE FINANCE AND ECA-BACKED FINANCE

*Experience of the Banking and Finance practice’s team members prior to joining GBLP.


Banking and Finance Key contacts

Abbott LaboratoriesAker SolutionsAlcoaAlfa Laval PotokAlfa-BankAmgenAstraZenecaAurubis AGBaker HugesBarclays BankBASFBrunswick Rail Leasing20th Century FoxCaterpillar FinancialChelyabinsk Pipe Rolling PlantChina Development BankChryslerCoca-ColaCovidienDanoneDellDeutsche Bank AGEBRDEfesEstee LauderEurocement GroupFerronordic MachinesFleming Family & PartnersFreight OneGE EnergyGeely International CorporationGeneral MotorsGuardianHals DevelopmentImmofinanz AGING BankInter RAOJaguar Land RoverJapan Bank for International Cooperation (JBIC)Johnson & JohnsonKimberly-ClarkKomatsuKronospanKvaernerLafargeLG International Corp.3M RussiaMagna InternationalMail.ruMarsMasterCard Member AssociationMcAfeeMerckMetinvest EurasiaMetro Cash&Carry RussiaMitsubishi ElectricMitsubishi Motors CorporationMotion Picture Association of America (MPAA)NALCO / EcolabNichia CorporationNikeNIS GLONASS (Navigation Information Systems)Nissan RussiaNokia Siemens NetworksNord Stream AGNorth Caucasus Development CorporationNovatekOriflameOtkritie BankPanasonicPeugeot Citroen RusPhilipsProcter & GambleRaven RussiaRBK MoneyReckitt BenckiserReiffeisenbankRolfRoyal CaninRusHydroRUSNANORussian Platinum GroupSandozSanofi-AventisSberbankScaniaSchlumbergerScott Fetzer CompanyShellSheremetievo International AirportSiburSick AGSkolkovoSouth Stream Transport B.VSUEK (Siberian Coal Energy Company)Sukhoi CompanyTESCO CorporationTEVATommy HilfigerTransnefteproductUBS AGUnicredit BankUnilever RusUnited Grain Company (OZK)United Metallurgical Company (OMK)Universal Pictures RusUralkaliVimpelComVolkswagen GroupVTB CapitalWarner Bros. EntertainmentX5 Retail Group

• Goltsblat BLP is the Russian practice of Berwin Leighton Paisner (BLP), an award-winning international law firm headquartered in London and with offices operating in major commercial and financial centres throughout the world — Moscow, Abu Dhabi, Beijing, Berlin, Brussels, Dubai, Frankfurt, Hong Kong, Paris and Singapore.

• More than 100 Russian, English and US-qualified lawyers permanently based in Moscow, the total number of lawyers in all international offices of BLP being over 800.

• Over 1300 clients, including: major multinational investors operating in Russia, including 37 Fortune 500 clients, Russian and international banks & financial institutions, and Russian corporates — leaders on the national markets.

• Transactional support for inbound and outbound investments by Russian and international clients.

• Highly reputable local team well-known on the market for its excellent local experience of total legal advice for major Russian businesses and international investors gained over 20 years — from complex/multi-jurisdictional projects to day-to-day operational legal support.

• Goltsblat BLP is consistently ranked highly / recommended by The Legal 500, Chambers & Partners, IFLR1000, Best Lawyers and Vedomosti.

• Globally, the firm’s broad-based expertise reaches across more than 50 legal disciplines and 20 industry sectors.

• In Moscow, the firm’s key practice areas are:

• Corporate/ M&A

• Banking & Finance

• Real Estate & Construction

• Dispute Resolution

• Tax & Customs

• Commercial

• Compliance

• Competition & Antitrust

• Employment, Pensions & Benefits

• IP

• Goltsblat BLP is the winner of: Russia Law Firm of the Year – Chambers Europe Awards 2015; International Law Firm of the Year (Europe) – The Lawyer European Awards 2014; Client Service Law Firm of the Year – Chambers Europe Awards for Excellence 2014; International Office of the Year – The Legal Business Awards 2010 (Legal 500); Best Client Service – Chambers Europe Awards for Excellence 2010; Best Law Firm in Russia – ILO Client Choice Awards 2010.

• Goltsblat BLP is shortlisted for: International Law Firm of the Year – The Lawyer European Awards 2015 and Legal Business Awards 2015 (Legal 500); Innovation in International Expansion 2011 – Financial Times Innovative Lawyer Awards 2011.

• According to ranking by Vedomosti based on Best Lawyers 2014-2015 research, Goltsblat BLP is 4th in the top-10 leading international law firms in Russia.

• According to national ranking by Kommersant.ru Goltsblat BLP was named the 3d largest law firm in Russia in 2015.

• BLP is the winner of, in total, 5 Law Firm of the Year awards and over 30 industry awards in the last few years, including The Most Innovative Client Service Award (Managing Partner Forum (MPF) Awards for Management Excellence 2015), UK Law Firm of the Year 2010 awards by both The Lawyer and Legal Week, Managing Partner of the Year, Real Estate Law Firm of the Year, Best Tax Team in a Law Firm, Planning Team of the Year, PFI/Projects Team of the Year, and Finance Team of the Year and others.

* All names are disclosed with the clients’ permission

Key facts about Goltsblat BLP:GBLP representative client list*

Excellent industry knowledge and business acumen. Great local and international knowledge.

Chambers Europe 2015

The Russian practice of Berwin Leighton Paisner (BLP)

European Awards2014

International Law Firm of the Year

Winner

OLEG KHOKHLOVPartnerBanking and [email protected] T: +7 495 287 44 44 (Moscow)

EVGENY TIMOFEEVPartnerHead of Russian/CIS Tax [email protected] T: +7 495 287 44 44 (Moscow)

ROBERT GROSSPartner Projects, Energy & [email protected]: +44 (0)20 3400 4387 (London)

VLADISLAV SOURKOVPartnerReal [email protected]: +7 495 287 44 44 (Moscow)

ARTEM TOROPOVSenior AssociateTax Consulting / Tax [email protected]: +7 495 287 44 44 (Moscow)

ADAM DANNPartnerGlobal Head of [email protected] Т: +44 (0)20 3400 4033 (London)

TATIANA PARSHAKSenior AssociateBanking and [email protected]: +7 495 287 44 44 (Moscow)

BOB CHARLTONPartner, Head of Asia and Managing Partner of Hong [email protected] T: +852 3143 8487 (Hong Kong)

DEREK HRYDZIUSZKOPartner, [email protected] T: +44 (0)20 3400 4816 (London)

ANTON SITNIKOVPartner, Head of Corporate / M&A, [email protected]: +7 495 287 44 44 (Moscow)

TOM BUDGETTConsultantAsset [email protected] T: +44(0)20 3400 4972 (London)

PAUL SEVERSPartner, Head of Structured Debt & Capital [email protected] T: +44 (0)20 3400 4626 (London)

MOSCOW

Capital City Complex Moscow City Business Centre 8, Presnenskaya Nab., Bldg.1 Moscow 123100, Russia Tel.: +7 495 287 44 44 Fax: +7 495 287 44 45 Email: [email protected]

www.gblplaw.com

LONDON

Adelaide House London Bridge, London EC4R 9HA United Kingdom Tel.: +44 (0) 20 7760 1000 Fax: +44 (0) 20 7760 1111 Email: [email protected]

www.blplaw.com

HONG KONG

11/F 50 Connaught Road Central, Central, Hong Kong Tel.: +852 3143 8400 Fax: +852 2327 9321 Email: [email protected]

www.blplaw.com

gblp banking & finance_eng

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finance team

acquisition finance

structured finance

asset finance

project finance

finance related matters

range of finance services

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