Юридическая фирма VERBA LEGAL

Capital markets

Our Practice

The Capital markets practice focuses on providing comprehensive support for transactions in capital markets, financial and corporate deals, as well as consulting on regulatory issues related to the financial market and financial organizations.

The practice team offers clients extensive assistance on matters related to public and private placements in the equity market (including IPOs and SPOs), issuance of debt securities (including structured bonds and securitization), corporate consolidation and restructuring, credit transactions, structured financing and derivatives, attracting venture capital investments, creating investment funds and asset management, disclosure requirements in the securities market, and other regulatory aspects.

Services

We advised on multiple buyouts of Russian assets by the local management from exiting foreign investors.

We advised on creation of a joint venture to serve as a vehicle for construction and subsequent operation of large hotel complexes located in Russia. Total project cost over 20 bln roubles.

We analysed and developed options for restructuring of a Russian group of companies with foreign participation in connection with restrictive measures in respect of its minority participants.

We advised on restructuring of a group of companies with foreign majority participation and funds controlled by Russian persons (Limited Partnerships) in connection with restrictive measures and adoption of Presidential Decrees limiting transactions with non-residents.

We advised on restructuring of the debt portfolio (bonds, LPN, bank loans) of a baby food and dietary product manufacturer.

We advised on creation of a joint venture, leader of the linear infrastructure construction industry. Total project cost over 100 bln roubles.

We advised on listing of Chaarat Gold Holdings Limited, a multinational gold-mining company listed on LSE (transaction suspended in connection with the market environment);

We advised on listing of Eurasia Mining, a multinational producer of non-ferrous metals listed on LSE (transaction suspended in connection with the market environment);

We advised on reorganization to consolidate the assets of T Plus Group, one of the largest recent reorganizations in the Russian energy market, which will result in accession of heat supply networks in eleven Russian cities to T Plus. The purpose of the consolidation was to pave the ground for implementation of a large-scale investment programme in the cities’ heat supply infrastructure;

Advice on Bond Issues

We advised VTB Group on seven structured bond issues of special-purpose financial vehicles, with loan and credit receivables as the underlying asset;

We advised VTB Bank, PJSC, on an unsecured bond issue, with Russia’s first irredeemable junior bonds placed by Rosselkhozbank under Regulation No. 395-П of the Bank of Russia as the underlying asset;

We advised Sberbank, PJSC, on the establishment of a domestic secured RUB bond programme enabling the investor to obtain the minimum guaranteed coupon rate and a potential additional income in an amount depending on the market dynamics of one or more derivative instruments for a wide range of assets, including shares (stock indexes), commodities, currency pair ratios, and interest rates.

Securitisation

We advised on two projects of off-balance-sheet mortgage securitisation financed by a Sberbank loan and a subordinated loan by the Housing Finance Bank, including preparation of the loan and security documents and the agreements between the infrastructural parties to the transaction;

We advised on securitisation of receivables under loan agreements (based on a special-purpose financial vehicle) for a microfinance organisation forming part of a Russian consumer lending bank.