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 25 Russian IPOs and more than 80 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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Dec 03, 2012
Cleary Gottlieb represented MegaFon, the second largest Russian mobile telecommunications operator, in its London and Moscow listed IPO. Its GDRs and ordinary shares were sold at an offer price of US$20 each and the gross proceeds of the offering were approximately US$1.7 billion, giving it a debut market capitalization of over US$11 billion. The offering, which is the largest IPO by a Russian company since 2010, and the largest telecoms listing in London for over 10 years, closed on December 3, 2012.
Sep 18, 2012
Cleary Gottlieb represented the Central Bank of Russia and Sberbank of Russia in connection with the USD5.2 billion sale by the CBR of approximately 7.58% of the share capital of Sberbank. The sale was structured as a Rule 144A / Regulation S secondary public offering of ordinary shares in Sberbank and global depositary shares, each GDS representing an interest in four ordinary shares, simultaneously with an offering of ordinary shares in Russia on the MICEX Stock Exchange. The transaction priced on September 18. As a result of the sale, the CBR's participation in Sberbank has decreased to 50% of the share capital plus one voting share, which is the minimum currently required for the CBR by Russian law.
In connection with the transaction, Sberbank's American depositary shares previously traded on the unregulated market segment of the London Stock Exchange, as well as the GDSs offered in the Rule 144A / Regulation S offering, were admitted to the Official List of the UK Listing Authority and to trading on the LSE’s regulated market for listed securities. The underlying ordinary shares of Sberbank have been listed on MICEX since 1996.
Sberbank is the largest commercial bank in Russia, accounting for approximately 28% of all Russian banking sector assets and providing banking services to approximately 50% of the Russian population. As of September 14, 2012, Sberbank ranked as the 18th largest bank in the world by market capitalization. The SPO is a key milestone in the announced multi-billion dollar Russian privatization program, representing the largest Russian equity deal since the 2008 - 2009 financial crisis and the fourth largest ever international capital-raising on the LSE.
Credit Suisse, Goldman Sachs International, J.P. Morgan, Morgan Stanley and Troika Dialog (a leading Russian investment bank and, since 2011, a part of the Sberbank group) acted as joint bookrunners in connection with the Rule 144A/Regulation S portion of the offering.
Feb 19, 2013
Cleary Gottlieb represented OAO NOVATEK in a 14 billion Rouble Regulation S/Rule 144A offering of 7.75% loan participation notes due 2017 issued by Novatek Finance Limited for the sole purpose of making a loan to NOVATEK. The transaction closed on February 19, and the notes are listed on the Irish Stock Exchange. This transaction follows Novatek's $1 billion Regulation S/Rule 144A debt offering in December 2012, in which we also served as counsel to Novatek.
NOVATEK is Russia’s largest independent gas producer and second-largest natural gas producer after Gazprom. Its shares are listed on the Moscow Exchange, and its Global Depositary Receipts are listed on the London Stock Exchange.
Jan 16, 2013
Cleary Gottlieb’s client OAO Tomskneft has successfully challenged enforcement in France of an international arbitral award obtained by Yukos Capital S.a.r.l. in 2007 in New York.
On January 16, 2013, the Paris Court of Appeal overruled an ex parte exequatur order because due process had been violated during the arbitration. The Court concluded that Tomskneft did not receive a number of significant communications necessary to its ability to defend itself in the arbitration, including procedural orders, the transcript of the hearing, and the order declaring the proceedings closed. The Court held that Tomskneft’s failure to participate in the proceedings – based on its belief that there was no valid agreement to arbitrate – did not relieve the arbitrator from his duty to inform Tomskneft of all aspects of the proceedings. The Court of Appeal further ordered Yukos Capital to pay a portion of Tomskneft’s legal fees.
Under the ICC award, Tomskneft was held in default under three loan agreements totaling 4.35 billion Russian rubles (approximately $140 million), which it was ordered to pay together with interest of 9% per year and 0.1% per day. Courts in Russia previously declined to enforce the award on the same due process grounds, and they have declared the underlying loan agreements void.
Because the Paris Court of Appeal ruled in Tomskneft’s favor on due process grounds, it did not reach other defenses invoked by Tomskneft, including that there was no valid arbitration agreement, that enforcement of the awards would violate French public international order because the loan agreements on which they rested were an integral part of Yukos Oil’s tax fraud scheme, and the addition of daily interest was illegal.
Jun 27, 2012
Cleary Gottlieb client Rosneft Oil Company achieved an important victory in the Court of Appeal of England on June 27, in ongoing litigation with Yukos Capital. Yukos Capital claims interest on arbitration awards that were annulled by the Russian courts but the Amsterdam Court of Appeal nevertheless enforced.
In granting Rosneft’s appeal, the English Court of Appeal rejected Yukos Capital’s argument that the Dutch treatment of the Russian judgments binds the English courts in any respect, leaving Rosneft free to defend based on the Russian annulment decisions. In a separate part of the English judgment, the court held that the English Act of State doctrine does not impact certain arguments Yukos Capital seeks to make concerning the Russian annulment decisions.
Cleary Gottlieb previously succeeded in gaining dismissal of a related lawsuit by Yukos Capital against Rosneft in New York in 2010, and is coordinating the defense of the litigation in England, working with Travers Smith.
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.
Aug 02, 2012
Cleary Gottlieb acted as Russian, English and U.S. counsel to JSC Gazprom neft in its debut $10 billion Reg S/144A MTN programme. Its Base Prospectus was approved by the Irish Stock Exchange on August 2. The programme uses a loan participation note (LPN) structure: notes are issued by GPN Capital, a Luxembourg orphan vehicle, to finance loans to JSC Gazprom neft. Credit Agricole and J.P. Morgan act as the arrangers.
JSC Gazprom neft is Russia’s fifth largest producer of oil and third largest refiner of oil and oil products, with 2011 revenues of $44 billion. Prior to its 2005 acquisition by Gazprom, it was known as Sibneft.
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.
Mar 13, 2013
Cleary Gottlieb represented Ardoe Finance Limited, a wholly-owned subsidiary of USM Holdings, in an offering and placing of 15,538,000 global depositary receipts representing interests in ordinary shares (a 7.4% stake) in Mail.Ru Group Limited, the Russian internet services company. The GDRs were placed at a price of $34.25 each, raising net proceeds of approximately $532,000,000. Mail.Ru Group Limited has been listed on the Main Market of the London Stock Exchange since its IPO in November 2010, on which the firm acted as issuer’s counsel.
USM Holdings is a diversified international company with significant interests across the metals and mining, telecoms, internet and media sectors. It was established in 2012 to consolidate the various investments and holdings of Alisher Usmanov, which are the result of more than 30 years of investment and business development activities.
Mail.Ru Group is a leading company in the Russian-speaking internet market, with sites reaching approximately 85% of Russian internet users on a monthly basis. The company is among the top 5 largest internet businesses based on the number of total pages viewed (comScore, December 2012).
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.
Europe Equity Deal of the Year
(MegaFon’s IPO)
International Financial Law Review (2013)
Emerging Europe Deal of the Year
(Sberbank's $5.21 billion equity follow-on offering)
Euromoney (2012)
Russian Law Firm of the Year
International Financial Law Review (2003, 2007, 2010 and 2013)
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
mergermarket (2012 Rankings) (Announced, value)
#1 in Russian M&A
Thomson Reuters (2006-2012 Rankings) (Completed, value)
#1 Russian Equity and Debt Issuers’ Counsel
Thomson Reuters (2011 Rankings) (Value)
#1 in Emerging Markets M&A
Thomson Reuters (Q1 2013 Rankings) (Completed, 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 (Q1 2013 Rankings) (Completed, value)
#1 in Central & Eastern Europe M&A
mergermarket (2012 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)
“This firm’s PIL group...is well equipped to handle both investment treaty arbitrations and state-to-state cases, and is best known for its involvement in Russia and the Commonwealth of Independent States.”
Chambers Global (2013)
“Cleary commands an enviable portfolio of corporate clients, and the Moscow office has become synonymous with high-quality advice on prominent transactions. Its strong, partner-driven service is very attractive to clients, as is the cross-border team. Drawing on the collective strength of its London and Moscow offices, the Russian practice remains a major player in this field. ‘The team was excellent in terms of drafting legal agreements and negotiating.’”
Chambers Europe (2013)
“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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