News (#03 March 2017)

Deals

Automated Systems Holdings Limited acquired Grid Dynamics Inc.

The Ukrainian and Polish offices of Wolf Theiss, together with the U.S. law firm Morgan Lewis, advised Hong Kong based Automated Systems Holdings Limited (ASL) on the transaction. The parties have signed a merger agreement and plan to close it in March 2017. Wolf Theiss performed due diligence of the companies operated by Grid Dynamics in Ukraine and Poland and advised ASL on associated matters of corporate, IT, competition, tax, regulatory and employment law. The Kiev team was led by Mykhailo Razuvaiev and included associates Olga Ivlyeva and Olena Vardamatska, working under the supervision of Taras Dumych, managing partner of the Kiev office.  

 

DTEK Energy long-term restructuring

AVELLUM acted as a Ukrainian law counsel to the bondholder group comprising holders of senior notes issued by DTEK Finance plc in connection with the long-term restructuring of the notes as part of the long-term restructuring of the debts of the DTEK Energy group. 

The restructuring of the notes was implemented through an English scheme of arrangement approved by the High Court of Justice of England and Wales. According to the terms of the restructuring sanctioned by the court, two existing issues of USD 750 million notes and USD 160 million notes due in 2018, as well as certain other liabilities of the DTEK Group, were exchanged for a single new issue of the notes due in 2024 with a coupon of 10.75% per annum. 

This is one of the largest corporate debt restructurings on the Ukrainian market to date with approximately USD 1.2 billion total volume of the new notes.

The AVELLUM team included partner Glib Bondar; counsel Igor Lozenko; associates Taras Stadniichuk, Orest Franchuk, and Anastasiya Voronova.

 

AEQUO advised Epicentr Group

AEQUO advised Epicentr Group on acquisition of shopping malls in Lviv, Bucha and Boryspil. AEQUO’s team provided comprehensive legal support, including structuring the transaction, legal due diligence of the targets, obtaining merger clearance from the Antimonopoly Committee of Ukraine, drafting the transaction documents, and supporting completion of the deal.

The firm’s project team worked under the supervision of managing partner Denis Lysenko and included counsel Sergey Denisenko, senior associates Michael Lukashenko and Yevgen Blok, associates Vasyl Mishchenko, Mykhaylo Soroka, Oleksandr Tereshchenko.

 

AEQUO — legal counsel to Sberbank

In January 2017 Sberbank (Ukrainian subsidiary of Sberbank of Russia) signed transaction documents in the course of restructuring of a multi-million loan facility granted to Smila Electromechanical Plant, one of the largest Ukrainian producers of electric equipment for railway machines, large-capacity vehicles, municipal passenger electric transport, port facilities, and industrial lifting devices. AEQUO acted as a legal adviser to the lender in this matter, which included drafting and negotiating the restructuring documentation, controlling the CPs fulfillment, as well as issuing the legal opinion in favor of the lender on completion of the transaction. The firm`s team included counsel Maryna Fedorenko and senior associate Denys Kulgavyi, who worked under the supervision of partner Yulia Kyrpa, head of Banking and Finance.

 

AVELLUM advised Deutsche Beteiligungs AG

AVELLUM acted as the Ukrainian legal counsel to Deutsche Beteiligungs AG (DBAG) in connection with the EUR 5.9 million investment in Dieter Braun GmbH (Braun). The firm advised Deutsche Beteiligungs AG on the due diligence of real estate, IP and employment matters, protection of employees’ rights and social benefits at the Ukrainian subsidiary of Braun. AVELLUM focused on compliance with labor law requirements, analysis of legal relations with private entrepreneurs, analysis of employment conditions and social benefits, which are provided to Ukrainian employees in the context of obligations, which the client undertook upon investing.

The team was led by Managing Partner Mykola Stetsenko, with significant support from associates Yuriy Zaremba, Andrii Gumenchuk, and Dmytro Tkachuk.

 

Debut USD 500 million eurobond issue by Kernel

AVELLUM acted as Ukrainian legal counsel to Kernel Holding S.A. in connection with an offering of its USD 500 million 8.75% guaranteed notes due 2022. The notes are expected to be rated B+ by Fitch and B by S&P, two notches and one notch above that of Ukrainian sovereign debt, respectively. 

The AVELLUM team included partner Glib Bondar; counsel Igor Lozenko; senior associate Vadim Medvedev; associates Anna Melnychuk, Pavlo Shevchenko, Yuriy Zaremba, Anastasiya Voronova, and Orest Franchuk

Sayenko Kharenko acted as Ukrainian legal counsel to J.P. Morgan Securities plc and ING Bank N.V., London Branch, joint lead managers of the issue. The firm’s team was led by partner Nazar Chernyavsky and included senior associate Iryna Bakina, and associates Olga Kyriusha, Orest Matviychuk and Taras Shyb.

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