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Ukraine

Clifford Chance has advised on Ukrainian transactions since 1991. Since 1 December 2015 Clifford Chance has had in place a best friend's arrangement with Redcliffe Partners based in Kyiv. Redcliffe Partners made up of the senior Ukrainian lawyers previously forming part of Clifford Chance's Kyiv office. This is supported by a wider Ukrainian desk made up of lawyers located in our London, Warsaw and Istanbul offices who all have extensive experience of transactions in Ukraine.

The team is exceptionally well-positioned to advise on Ukraine-related matters across a range of practice areas, including: Antitrust, Banking & Finance, Capital Markets, Corporate/M&A, Debt Restructuring & Insolvency, International Arbitration, Litigation, Real Estate. It has recently increased its capabilities to include advising on Compliance and Data Protection, Intellectual Property and Tax.

Recent highlights

We have advised on some of Ukraine's largest and most complex transactions. Examples include the following:

Banking and Finance

  • UniCredit Bank Austrian AG and ING Bank N.V. on their USD 200 million PXF revolving credit facility provided to Kernel Group
  • FMO on its secured loan facility provided to Astarta-Kyiv, a Ukrainian agricultural and industrial holding company, the largest sugar producer in Ukraine, for a total amount of USD25 million, to finance the development of the company's grain and sugar infrastructure
  • advising on the amendment of the USD 260,950,000 Loan Agreement between Southern Railway and Export-Import Bank of Korea (executed in 2010) to reflect the merger of Southern Railway into Ukrainian Railway and confirmation of the sovereign guarantee given by Ukraine in 2010 in relation to this
  • Citibank on the restructuring of its USD 88 million loan facility earlier provided to Rubizhne Cardboard and Packaging Mill (PJSC RKTK)
  • the joint lead managers on the offering of US$500 million notes due 2015 and US$1.5 billion notes due 2020, all issued by the Ukrainian government
  • the lead manager on the offering of US$568 million of guaranteed notes to finance the infrastructure for 2012 UEFA European Football Championship
  • Dresdner Kleinwort Wasserstein as lead manager of the US$100 million loan participation notes for Joint Stock Innovation Bank “UkrSibbank”
  • Morgan Stanley and Deutsche Bank as joint lead managers of the US$200 million loan participation notes offering by the City of Kyiv
  • Deutsche Bank on a US$480 million infrastructure project loan to Ukravtodor to finance the reconstruction of the Kyiv-Odessa highway, as guaranteed by the Cabinet of Ministers of Ukraine
  • BNPP and UniCredit Bank on up to US$ 125 million of secured financing for the construction of an oil seaport terminal to Kernel Holding
  • Citibank in connection with up to US$50 million OPIC guaranteed financings of two large Ukrainian agricultural holdings, namely Kernel and Astarta
  • IFC and DEG on the US$46 million financing of a Ukrainian subsidiary of Hamburg Port in a construction of a cargo sea port terminal in Ukraine
  • Erste Group Bank on a EUR 30 million term facility provided to Mriya, one of the largest Ukrainian agricultural holdings
  • Sberbank of Russia on:
    • the US$376 million financing of the State Road Administration of Ukraine (Ukravtodor)
    • the US$260 million financing of Yangel Yuzhnoye State Design Office, a major national space construction agency
    • the US$250 million financing of Ukrtelecom, a Ukrainian national telecommunications operator, all-Ukrainian Internet-provider
    • a US$232 million secured loan facility provided to a real estate developer for residential construction in Kyiv (Novopecherski Lipki)
  • European Bank for Reconstruction and Development (EBRD) on:
    • EBRD on itsUSD50 million loan to Nibulon LLC, a leading Ukrainian grain producer and exporter, to support the modernisation of Nibulon`s river logistic infrastructure. The modernisation is aimed at increasing the volume of goods to be transported by river facilities and, therefore, reducing the use of road and rail transport for these purposes
    • EBRD on the conclusion of unfunded risk participation agreements with Ukrsibbank for a total value of up to USD50 million. The risk sharing arrangement will allow Ukrsibbank to share with EBRD the risks of non-performance of the Ukrsibbank borrowers
    • EBRD and OTP Bank Ukraine on the amendment of the existing Ukrainian Residential Energy Efficiency Finance Facility Project Agreement in order to increase the committed sub-loan amount by UAH 186 mln and the maximum amount of investment incentives, which can be paid to eligible borrowers, by EUR 2 mln
    • an up-to USD 350 million loan to support the modernization and environmental upgrade of Ukraine's largest steel mill, PubJSC ArcelorMittal Kryvyi Rih
    • a US$90 million financing of Interleaseinvest LLC, one of the leading privately owned providers of rail cargo transportation and freight railcar operating lease services to corporate clients in Ukraine
    • a US$85 million financing to Myronivsky Hliboproduct, part of MHP Group, one of the largest agricultural producers of Ukraine
    • the EUR75 million Ukraine Residential Energy Efficiency Financing Facility
    • a US$74 million investment in the construction of a grain terminal in Odessa sea port by a US agricultural giant Cargill and M.V. Cargo, operating in the Yuzhny seaport in Odesa region
    • the US$70 million financing to Coal Energy S.A., a listed mining company, including taking securing over various assets of a mine in Ukraine
    • a EUR 56 million facility to be granted in favour of the Ukrainian State Air Traffic Service Enterprise for the purpose of an upgrade of the Ukrainian air traffic management system in order to comply with the requirements of the Single European Sky Harmonisation Initiative
    • a EUR 48 million loan to LLC “Novoazovskiy Wind Park”, including various real estate issues
    • a US$40 million financing to G.N. Terminal Enterprises Limited for the purposes of extending a grain and metals terminal in Odesa Seaport
    • a US$30.5 million financing of Louis Dreyfus Commodities Silos
    • a US$20 million risk participation transaction with Raiffeisenbank Aval relating to financing by the bank of the purchase of the agricultural equipment by Ukrainian agricultural companies

Debt Restructuring

  • Deutsche Bank, ING, Natixis and UniCredit in their capacity as the coordinating committee for the pre-export finance banks in connection with the successful implementation of a US$2.3 billion debt restructuring for Metinvest B.V., a vertically integrated group of Ukrainian steel and mining companies and one of the largest producers of iron ore raw materials and steel in the CIS
  • Sberbank of Russia and Deutsche Bank on the restructuring of a US$600 million syndicated loan provided to Ukrlandfarming, one of the largest agricultural holding companies in Eurasia
  • a group of lenders, led by ING and UniCredit, on the restructuring of up to US$500 million financing of the Donetsksteel to refinance some of the existing debt of the Donetsksteel Group, which was restructured under an override agreement executed in 2011
  • a consortium of banks led by UniCredit Bank AG and ING Bank N.V. on a US$400 million refinancing of pre-export facility extended to Kernel, a Ukrainian sunflower oil and grain producer
  • Landesbank Berlin on the restructuring of a EUR 244 million financing provided to Wind Power LLC (part of DTEK Group), guaranteed by EKF, a Danish export credit agency

Corporate and M&A

  • Valinor Group on the sale of the Ukrainian part of its business, one of the largest agricultural companies in the CIS
  • Fairfax Financial Holdings on the acquisition of QBE Ukraine, a Ukrainian insurance company
  • EM&F Group, a leading European distributor of children's products, on the sale of Smyk, a leading retailer of children’s apparel, toys and accessories, to Bridgepoint
  • Thomson Reuters on the purchase of an IT business in Ukraine
  • STADA Arzneimittel AG on its acquisition of Grunenthal Group, a major pharmaceutical group
  • Vitol on its oil and gas development joint venture with EastOne
  • Chevron on its production sharing agreement with the State of Ukraine
  • Shell on development of Ukrainian downstream projects
  • TNK-BP on several Ukrainian midstream and downstream projects
  • Kraft Foods Inc on Ukrainian antitrust issues in relation to its acquisition of Cadbury plc
  • Hearst Corporation on Ukrainian antitrust issues in relation to the acquisition of Lagardere's international magazine business