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Freshfields in Russia

Freshfields' presence in Russia, 9 March announcement.

Our team advises across all areas of corporate law (including M&A, JVs, and debt and equity capital markets), finance (including project, trade and asset finance), disputes, antitrust, employment and real estate.

We have particularly strong experience in energy and natural resources, infrastructure and transport, telecoms, banking, automotive, pharmaceuticals, aerospace, manufacturing, fast-moving consumer goods and food and drink. We are also active in litigation and arbitration proceedings, both in Russia and other jurisdictions.

Our team of more than 50 lawyers work closely with other members of our Commonwealth of Independent States (CIS) team based in Germany, Austria, France and the UK. We advise western and CIS clients on cross-border transactions such as international M&A and international capital markets transactions, in particular American and global depositary receipt programmes based on Russian securities and IPOs.

Client successes

The transaction involves the acquisition of 100% in National Tower Company (“NTC”), joint stock company, a subsidiary of VEON, which owns a portfolio of approximately 15,400 mobile network towers in Russia. As a result of the transaction, the total portfolio operated by Service-Telecom will be about 18,000 sites.

The €19bn project in the Svobodnensky District of the Amur Region in eastern Russia is sponsored by Gazprom, a global energy company holding the world’s largest natural gas reserves, and will process natural gas for onward supplies to China via the Power of Siberia gas pipeline. The scheme is backed by a tolling arrangement with Gazprom. The lenders include three Chinese banks, with China Development Bank being the largest lender overall, 14 banks from Europe and Japan, as well as five Russian banks. The project provides for the construction of access roads, railway communications, a wharf on the Zeya River, and a residential district for employees.

We also advised Rosneft on its proposed strategic partnership with Pertamina in relation to the GRR Tuban refinery project and other opportunities in the Indonesian market.

The consortium was awarded the 30-year concession to reconstruct and operate the airport in 2009, one of the first major international PPP projects in Russia.

Reconstruction with a total capex in excess of €1bn was financed by a consortium of project finance lenders including EBRD, IFC and VEB, and a number of other development and commercial banks.

Pulkovo is the third busiest airport by passenger traffic in Russia and an international hub. The deal is regarded as the first major international M&A transaction in respect of a completed and operational PPP asset in Russia. 

The project is a major federal PPP in Russia currently in construction, with the estimated capex of over €1.5bn.

The deal is regarded as a key precedent for future federal and regional concessions in terms of all types of relevant documentation, and our role as the sponsors’ counsel gives us the benefit of knowing these documents inside out. 

The deal united Russia’s two biggest container operators and gave Global Ports control over St Petersburg’s First Container Terminal and the Ust-Luga terminal near the Gulf of Finland.

The enlarged group had the option to acquire 50 per cent of Illichevsk Container Terminal in Ukraine from NCC’s owners for $60m within three years of the merger’s completion. 

Severstal is a steel and steel-related mining company with major assets in Russia as well as investments in other regions. This transaction is the first-ever Russian bond issuance, and one of the first emerging-market bond issuances to achieve zero-coupon pricing.

The bonds are being issued by a subsidiary of, and guaranteed by, Severstal and are convertible into global depositary receipts of Severstal listed on the London stock exchange, each representing one ordinary share of the company.

This is the third convertible bond issuance from Severstal, following on from deals in 2013 and 2016 on which Freshfields also advised.