From the opening of our Moscow office in 1991, Cleary Gottlieb has pioneered and established a leading Russian practice. The firm has consistently worked on the largest and most complex Russian capital markets and financing transactions, to date advising on more than 20 Russian IPOs and more than 50 Russian Eurobonds. Cleary Gottlieb has advised on many cross-border M&A deals, including multinational corporations and private equity firms pursuing Russian assets, Russian companies pursuing foreign opportunities, as well as on Russian domestic transactions. The firm has acted as borrower’s counsel in many of the largest syndicated loans and project financings extended to Russian companies. We regularly advise our global clients on Russian competition law and also advise our Russian clients on EU and U.S. competition issues and filings. Cleary Gottlieb has also successfully represented Russian clients in international arbitrations and in U.S., U.K. and European litigations. In addition, the firm has represented the Russian Government on a wide range of financial matters, including its relations with the London and Paris Clubs.
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Apr 05, 2012
Cleary Gottlieb represented the Russian Federation in its 144A/Regulation S offering of $2 billion 3.25% bonds due 2017, $2 billion 4.50% bonds due 2022 and $3 billion 5.625% bonds due 2042. The bonds are listed on the Official List of the U.K. Listing Authority and are admitted for trading on the London Stock Exchange’s Regulated Market. The deal closed on April 5.
The offering is one of the largest by an emerging markets sovereign in recent years and aims to strengthen the benchmarks for Russian sovereign and corporate debt, paving the way for many Russian corporates to return to the international debt markets after a hiatus.
Jun 24, 2011
Cleary Gottlieb acted as international counsel to its long-standing client, OAO Tatneft, Russia's sixth largest oil company, in its $550 million unsecured credit facility financing signed on June 24, 2011. The credit facility is structured as a fixed rate loan of 3.50% per annum with bullet repayment in three years and 6-month interest period. The transaction has unique features associated with hedging the lenders’ exposure to fixed interest payable by Tatneft. The credit facility is raised through a self-arranged club deal that attracted interest from prospective lenders substantially exceeding Tatneft’s borrowing requirements. The loan was arranged by BNP Paribas (Suisse) SA, The Bank of Tokyo Mitsubishi UFJ, Commerzbank, ING Bank, Natixis, Nordea Bank, Sumitomo Mitsui Banking Corporation and WestLB, London Branch. WestLB, London Branch, is also acting as Facility Agent and Documentation Agent.
Apr 20, 2011
Cleary Gottlieb represented Etalon Group Limited in its initial public offering. The offering was of an aggregate of 82,142,857 global depositary receipts (GDRs) representing 71,428,571 newly issued ordinary shares and 10,714,286 existing ordinary shares. The GDRs were sold at a public offering price of $7 each, and the gross offering size was $575,000,000.
The offering priced on April 14 and closed on April 20 and was the largest London listing by a Russian business this year.
Renaissance Capital, VTB Capital and Credit Suisse acted as joint book-running managers for the offering.
Etalon is one of Russia’s largest and oldest Russian real estate developers with a leading position in the St. Petersburg area and a growing presence in the Moscow area. Since its inception in 1987, Etalon has completed a total gross buildable area of 2.7 million square metres.
Feb 17, 2011
Cleary Gottlieb represented JSC VTB Bank in the first phase of the Russian Federation's privatization program: the offering of a 10% stake in VTB. The offering of 1,046,054,133,732 shares in the form of shares and global depositary receipts at an offer price of 9.1469 kopeks or $0.003125 per offer share and $6.25 per global depositary receipt totaling approximately $3.3 billion, closed on February 17.
The VTB Group is a leading Russian universal banking group and, until the offering, was 85.5% owned by the Russian Federation. The global depositary receipts have been admitted to the Official List of the UKLA and to trading on the Main Market of the London Stock Exchange. The new global depositary receipts are fungible with VTB's existing global depositary receipts.
Mar 16, 2011
Cleary Gottlieb represented Russia's VTB Bank in the issuance of Rmb1 billion worth of three-year renminbi bonds. VTB is the first Russian borrower, and the first emerging markets issuer outside China, to issue bonds denominated in the Chinese currency.
Issuers of so-called "dim sum" bonds need to gain approval from Beijing to move the proceeds of the bonds from Hong Kong to the mainland. Prior to February 2010, issuance was restricted to the Chinese government and Chinese financial institutions.
Mar 03, 2010
Cleary Gottlieb successfully represented Evraz Holding, a Russian steelmaking corporation, in a Third Circuit appeal arising from a dispute over ownership and control of Kachkanarsky GOK, the largest vanadium ore processing plant in Russia. The Third Circuit’s decision in favor of Evraz and the other defendants rejected the plaintiffs’ attempt to bring a lawsuit in the United States concerning matters that took place in Russia and have been litigated in the Russian courts.
Evraz was named as one of several defendants in a civil RICO action filed in the Delaware Court of Chancery by parties who alleged that they were former shareholders of GOK and that they had lost their ownership as a consequence of fraud, extortion, bribery and false bankruptcy proceedings in Russia – all of which allegedly took place prior to Evraz’s acquisition of GOK. After Evraz and the other defendants removed the case to federal court, the plaintiffs re-filed their state law claims in the Court of Chancery. The District Court for the District of Delaware dismissed the action based on direct estoppel, agreeing with Evraz and the other defendants that the plaintiffs’ claims were essentially the same as those asserted in an earlier action in the Southern District of New York that had been dismissed based on forum non conveniens. The Delaware court, however, initially denied the defendants’ motion to enjoin the plaintiffs from pursuing the same claims in other courts, citing uncertainly over its jurisdiction to entertain such an injunction.
On appeal, the Third Circuit affirmed the district court’s dismissal of the action based on direct estoppel. It also granted the defendants’ cross-appeal, holding that the district court did have a sufficient jurisdictional basis to entertain the defendants’ injunction motion, and remanded the case to the district court for consideration of the injunction motion on its merits.
On remand, the district court found in favor of Evraz and the other defendants, ruling that the plaintiffs’ re-filing in the Court of Chancery following removal had constituted an improper attempt to subvert the removal statute. As a result, the District Court issued an injunction permanently barring the plaintiffs from pursuing the same claims in any other court in the United States, including the Court of Chancery.
The plaintiffs again appealed to the Third Circuit. On March 3, the Court of Appeals issued its judgment, holding that the District Court had both the legal authority to enjoin the plaintiffs under the applicable exception codified in the Anti-Injunction Act and the factual basis to do so, in light of the plaintiffs’ “abusive tactic that courts have condemned as an attempt to subvert the removal statute.” The Third Circuit thus affirmed the anti-suit injunction, which effectively puts an end to this protracted litigation. This is a complete victory for Evraz and the other defendants.
Nov 24, 2009
Cleary Gottlieb represented Tatneft as borrower in a $1.5 billion syndicated pre-export financing. The transaction was commemorated on November 24 by a signing ceremony held in Kazan, the capital of Tatarstan, at which the Prime Minister of Tatarstan, Rustam Minikhanov, and the General Director of Tatneft, Shafagat Takhautdinov, presided. The financing is the largest pre-export financing by a Russian borrower in 2009. The financing was syndicated among a broad 20-member syndicate that included not only major Western banks but also Russian banks that took up roughly one-third of total commitments, with Gazprombank and Bank of Moscow joining as lead arrangers. In addition, the international commodities trader Vitol provided funding while also acting as the offtaker in the transaction. The deal was well over-subscribed. WestLB and Bayerische Hypo-und Vereinsbank (UniCredit) acted as coordinating mandated lead arrangers, and Bank Zenit and Citibank acted as financial advisors to Tatneft.
Tatneft is Russia's sixth largest oil company and has its headquarters and most of its fields located in Tatarstan, a republic of the Russian Federation. This financing will help fund the construction of the Taneco refinery, a new major petrochemical refinery in Nizhnekamsk, Tatarstan, a project of national importance supported by the Russian State. Since 1995, Cleary Gottlieb has represented Tatneft on a wide variety of matters including more than $4 billion of bank financings, capital market transactions, M&A matters and international arbitrations.
Aug 05, 2009
Cleary Gottlieb is representing Mobile TeleSystems (MTS), and the Special Committee of its Board of Directors which is made up of the board's three independent directors, in the contemplated $1.3 billion acquisition of 51% of Comstar-UTS by an MTS subsidiary from Sistema, MTS’ majority shareholder. On August 5, the Special Committee recommended the terms of the acquisition to the MTS Board, and the MTS and Sistema Boards both approved the transaction.
MTS is the largest mobile phone operator in Russia and the CIS and is listed in New York and Moscow. Sistema is the largest public diversified financial corporation in Russia and the CIS and is listed in London and Moscow. Comstar is a fixed line telephone and broadband operator in Russia listed in London and Moscow. All three are Russian companies.
Completion of the acquisition is subject to financing, receipt of regulatory approvals, the approval of Sistema shareholders and other conditions. Execution of the share purchase agreement and completion are scheduled for the end of October.
Sep 22, 2009
On September 22, 2009, the United States Court of Appeals for the Second Circuit affirmed the decision of Judge Pauley (S.D.N.Y.) denying Compagnie Noga D'Importation et D'Exportation S.A.'s ("Noga") motion to confirm an arbitration award against Cleary Gottlieb client, the Russian Federation. In denying the motion to confirm, the Second Circuit held that as a result of Noga's prior assignments of its claims against Russia, Noga "failed to establish that it retains an interest in the arbitral award" and, therefore, lacked standing to confirm the award. This decision puts an end to almost 10 years of litigation in the United States relating to whether Noga has standing to confirm and enforce the arbitration award.
Russia Law Firm of the Year
Chambers Europe (2011)
Best Legal Advisor for Russian IPOs and Secondary Public Offerings
AG ReDeal (2011)
#1 in Russian M&A
Thomson Reuters (2006-2011 Rankings) (Completed, value)
#1 Russian Equity and Debt Issuers’ Counsel
Thomson Reuters (2011 Rankings) (Value)
European Equity Deal of the Year
(UC RUSAL’s Russian depositary receipts offering)
International Financial Law Review (2011)
#1 in Eastern European M&A
Thomson Reuters (2010 Rankings) (Announced, value)
Russia M&A Advisor of the Year
Financial Times and mergermarket M&A Awards (2009)
Russia M&A Adviser of the Year
Acquisitions Monthly (2009)
“Cleary Gottlieb Steen & Hamilton acted as borrower's counsel in three of the year's most significant banking mandates. It had a key role in the mother of all restructures.”
IFLR 1000 (2011)
“This firm’s international profile in debt, equity and structured finance is formidable, especially in New York, London, Latin America and Russia. It also has a strong presence in the Asia-Pacific region and a well-regarded Middle East practice. ‘Consistently excellent lawyers.’”
Chambers Global (2012)
“Established in 1991, the Moscow branch of Cleary Gottlieb continues to be amongst the top international firms in the market, and is renowned for its stellar capital markets and M&A capabilities. Interviewees are particularly impressed by the team's excellent reputation on the issuer side of transactions, and with the depth of expertise offered by its international network. ‘A classy firm with high-quality individuals.’”
Chambers Europe (2012)
“This multinational high-flyer has built an admirable reputation in Russia thanks to long-serving expertise on the ground, which has attracted a loyal following of top Russian corporations and government departments. However, sources say the firm’s greatest value comes in coordinating multi-jurisdictional deals with other offices in its network – notably London, New York and Paris – thanks to a pool of Commonwealth of Independent States (CIS) experts throughout the firm.”
Chambers Global (2011)
“This 35-strong outfit climbs to the top of the table this year, though many of its key lawyers divide their time between M&A and capital markets mandates. ‘The team receives some very interesting instructions and maintains a number of significant corporate relationships,’ sources agree. ... ‘These lawyers are very constructive: they know when to press on and when to back off; this is an effective team capable of handling sizeable mandates.’”
Chambers Europe (2011)
“A ‘first-rate’ firm, Cleary Gottlieb Steen & Hamilton LLP is noted for its strength in emerging market transactions and particularly in Russian work, where it has the ‘number one’ practice.”
The Legal 500 UK (2011)
“Flanked by its top-flight capital markets team, this M&A department is notably well resourced in Moscow and supported by the dedicated firm-wide Russian team. The department handles prominent cross-border deals with expected aptitude, but also has a premium local client base. … [One source says] ‘I am astonished by the quality of service.’”
Chambers Global (2010)
“Since establishing a Moscow practice in the early 1990s, Cleary has built a stellar reputation in capital markets, offering a team of top individuals with cutting-edge expertise. The practice represents issuers and underwriters equally. It is also able to draw on the firm's first-class London team when necessary.”
Chambers Europe (2010)
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