International Corporate Finance; Cross-Border Mergers and Acquisitions and
Private Equity
Pranav L. Trivedi is a partner in Skadden’s London office, dividing his time between the London and Moscow offices. Mr. Trivedi’s practice focuses on international corporate finance, including initial public offerings and privatisations, cross-border mergers and acquisitions, joint ventures and private equity. Before joining the London office in 1997, Mr. Trivedi practiced for several years in the firm’s Moscow office. In Moscow, Mr. Trivedi represents U.S. and Western European companies in corporate finance and M&A transactions involving companies throughout Eastern Europe, Russia and Central Asia.
Mr. Trivedi’s experience in corporate finance transactions in Russia includes, among other matters, advising:
OJSC Protek, Russia’s largest vertically integrated pharmaceutical holding company, in connection with the initial public offering of its shares with listings on the Russian Trading System (RTS) and the Moscow Interbank Currency Exchange (MICEX);
the underwriters in a SEC-registered offering by a group of selling shareholders of preferred American Depositary Shares, representing preferred shares issued by Mechel OAO, a leading Russian mining and metals company. The preferred American Depositary Shares have been listed on the New York Stock Exchange;
Morgan Stanley and Deutsche Bank as joint global coordinators, joint bookrunners and joint lead managers in the US$435 million offering by OJSC “Magnit,” a Russian food retailer, together with an offering by Lavreno Limited, a company incorporated under the laws of the Republic of Cyprus. The offering includes the exercise of the over-allotment option;
Citigroup and Goldman Sachs International as joint global coordinators and Alfa Capital Markets, Citigroup and Goldman Sachs International as joint bookrunners to X5 Retail Group N.V. (X5) in its US$1.1 billion rights offering and follow-on secondary offering of 48,106,700 GDRs to existing holders of GDRs. X5 was formerly known as Pyaterochka Holding N.V.;
ABN AMRO Bank N.V., Barclays Bank PLC, BNP Paribas, CALYON, Citigroup Global Markets Limited, HSBC Bank plc, ING Bank N.V., London Branch and UBS Limited as bookrunners and lead managers in a US$2 billion Rule 144A/Regulation S offering of loan participation notes by Vimpel-Communications. The notes were offered in two tranches of US$1 billion each consisting of an 8.375% note due in 2013 and a 9.125% note due in 2018. The offering represents the largest U.S. dollar-denominated bond issue by a Russian corporate issuer to date;
ABN AMRO and Renaissance Capital as financial advisers to OJSC Yenisei Territorial Generating Company (TGK-13) in connection with its IPO and a concurrent sale of a stake in TGK-13 by its major shareholder, RAO UES of Russia;
Merrill Lynch and Troika Dialog as advisers of OAO “Volga TGK” (TGK-7) in connection with US$467 million pre-emptive rights offering of 14.8 percent of its primary shares;
Bank of Moscow (open joint stock company) in connection with CHF 250 million 6.253% loan participation notes due 2011 issued by Kuznetski Capital S.A. for the sole purpose of financing a loan to the Bank of Moscow;
Mvideo, a leading consumer electronics and home appliance retailer in Russia, in its Regulation S IPO of ordinary shares and listing on the Russian Trading System Stock Exchange and Moscow Interbank Currency Exchange. The offering consisted of a secondary offering of shares by its shareholder Svece Limited with a further closed subscription for new shares of the company by Svece Limited, resulting in gross proceeds to Mvideo of US$208 million;
Citigroup Global Markets Limited, Renaissance Capital and UBS Investment Bank as underwriters in the US$1 billion secondary offering of shares and Global Depositary Receipts (GDRs) of JSC Uralkali, including the exercise of a greenshoe option. Uralkali is one of the world’s largest producers of potash;
Deutsche Bank, Troika Dialog and UBS in the US$1 billion IPO of shares and GDRs of JSC OGK-2;
the joint global coordinators, joint bookrunners, joint lead managers and co-manager in the US$1.12 billion IPO and listing on the London Stock Exchange of shares and GDRs of OJSC Magnitogorsk Iron & Steel Works (MMK); and in its US$250 million Eurobond offering;
OJSC Pharmstandard in the US$1 billion Rule 144A/Regulation S IPO of shares and GDRs. The offering was the first by a Russian pharmaceutical company to involve a London listing;
OAO Polymetal in the US$600 million Rule 144A/Regulation S combined primary/secondary IPO of GDRs and ordinary shares;
Integra Group in the US$768 million IPO of GDRs and listing on the London Stock Exchange;
the global coordinator and underwriters in the US$250 million IPO and listing on the London Stock Exchange of shares in the form of GDRs of OAO Cherkizovo Group;
the joint global coordinators and underwriters in the US$966 million IPO of OAO Novatek under Rule 144A with a listing on the London Stock Exchange;
Access Industries, Inc. and Renova Holding Ltd. on a US$3.75 billion monetisation of their receivable of shares in BP p.l.c pursuant to the TNK-BP merger;
OAO Rostelecom in the establishment of a Level II ADR facility, the first Level II program ever established for a Russian company; and
the underwriters in the initial primary public offering and subsequent secondary offering of, as well as a number of eurobonds for, OAO Vimpelcom, one of the leading GSM operators in the Russian Federation, representing the first public offering of securities in the United States by a Russian company in the post-Communist period.
Notable transactions on which Mr. Trivedi has worked outside Russia include:
the government of the Republic of South Africa’s privatisation of Telkom SA Limited, the South African incumbent fixed-line telecommunications operator, conducted through an IPO of Telkom’s ordinary shares;
the privatisation of Telenor ASA, the Norwegian incumbent fixed-line telecommunications operator, conducted through an IPO of Telenor’s ordinary shares;
the US$18 billion IPO of shares of Enel S.p.A., the Italian state-owned power company, which is one of the largest global privatisations to date; and
Elektrim S.A. in its PLN 1.6 billion (€400 million) offering of euro-linked exchangeable bonds.
Mr Trivedi’s experience in mergers and acquisitions transactions in Russia includes, among other matters, advising:
the special committee of the board of directors of Golden Telecom, Inc. in Vimpel-Communications’ US$4.3 billion acquisition of Golden Telecom via a tender offer;
Renaissance Capital and UBS as the financial advisors of OAO “Kuzbassenergo” (TGK-12) in connection with its preemptive rights issue of new shares comprising approximately 14.2 percent of its share capital on a diluted basis via open subscription and sale of approximately one half thereof to OAO “SUEK” as a preemptive shareholder and approximately another half thereof to investment funds managed by Alfa-Bank and ABN Amro for US$ 307 million in aggregate;
Goldman Sachs, Merrill Lynch and MDM-Bank as the financial advisors of OAO “OGK-6” in relation to the preemptive rights issue by it of new shares comprising approximately 17 percent of its share capital and sale of substantially all of these shares to OAO “Gazprom” for approximately US$860 million;
Troika Dialog and UBS as the financial advisors of OAO “OGK-4” and agents of RAO UESR in connection with the sale of a combination of secondary and primary shares of OAO “OGK-4” to E.ON Ruhrgas comprising in aggregate 60.8 percent of the share capital of OAO “OGK-4” on a nondiluted basis for approximately US$5.8 billion;
Deutsche Bank AG and Goldman, Sachs & Co. as financial advisers in an approximately US$3 billion preemptive rights offering and public placement of ordinary shares of 38 percent of the charter capital of JSC OGK-3 and in the sale of a majority stake via a tender offer to OAO Norilsk Nickel. This was the first public placement of shares of a wholesale electricity generation company with a private strategic investor in the history of the Russian power industry;
Lion Capital LLP, the private equity house, in its leveraged acquisition of Russian juice producer OAO Nidan Soki for US$420 million. This transaction was selected as “Russia Deal of the Year 2008” by The Banker;
Act III Investors LLC in its US$550 million sale of Independent Network Television Holding Limited to Prof-Media Management LLC;
International Paper Company in its creation of a 50/50 joint venture with Ilim Pulp via International Paper’s US$620 million acquisition of a 50 percent interest in Ilim Holding; and in its acquisition of OAO Svetogorsk;
an investment consortium in its acquisition and subsequent sale of a 41 percent stake in VSMPO-AVISMA Corporation to Rosoboronexport Federal State Unitary Enterprise, the Russian government’s agency for military equipment imports and exports;
ZAO Prof-Media Holding in its acquisition of a controlling stake in ZAO Central Partnership;
SUN Trade (International) Ltd.’s US$733 million sale of its stake in SUN Interbrew Ltd.;
Bank of Moscow’s acquisition of Troika Dialog;
Bravo Holdings Limited in its US$400 million sale of its Russian brewing business to Heineken; andAccess Industries, Inc. in its US$625 million acquisition of 25 percent plus one share interest in OAO Svyazinvest.
Mr. Trivedi was selected for inclusion in Chambers Global: The World’s Leading Lawyers for Business 2010 and Chambers UK 2010.
