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Moscow

Skadden Moscow Office Image

Ducat Place III

Gasheka Street 6

Moscow 125047

Russian Federation

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T: +7.495.797.4600

F: 7.495.797.4601

Skadden’s Moscow office opened in 1992 and focuses primarily on corporate and finance transactions, including mergers and acquisitions, private equity, capital markets and project finance, as well as international arbitration and litigation. Our transactional and regulatory practices cover a variety of industries, including: financial services and banking, natural resources, communications, media and entertainment, retail and consumer goods. Our Moscow lawyers work in conjunction with our other European offices, to provide integrated Russian, English and U.S. law advice.

Skadden is recognized as one of the leading law firms in Russia. We are ranked in the top tiers for Russia corporate, M&A and capital markets in The Legal 500: EMEA, IFLR1000 and Chambers Europe. According to Chambers Global: “The expertise on the ground in Moscow is the Firm’s trump card; whilst sources say there is ‘excellent partner coverage on a deal, bringing consistent quality, thoroughness and low risk.’” In the last several years, Skadden’s Russia practice has received top honors from the legal and business press:

  • Firm of the Year in the Mergers & Acquisitions category, Best Lawyers in Russia 2017
  • M&A Deal of the Year, Mergers.ru 2014
  • M&A Deal of the Year, IFLR European Awards 2014
  • The Best International Legal Adviser, Mergers.ru 2013
  • Global M&A Deal of the Year: Russia, The American Lawyer Global Awards 2013
  • M&A Firm of the Year for Russia & CIS, Financial Times/mergermarket European Awards 2012
  • M&A Team of the Year, IFLR European Awards 2012
  • Law Firm of the Year: Russia, IFLR European Awards 2011
  • M&A Firm of the Year for Russia & CIS, Financial Times/mergermarket European Awards 2010
  • Law Firm of the Year: Russia, IFLR European Awards 2009

Languages

  • Russian
  • English
  • French
  • Spanish
  • Italian

Mergers & Acquisitions and Joint Ventures

  • Krasnaya Roza 1875 Limited in its sale to Yandex N.V of a newly created company that will hold the title to the office complex in central Moscow that houses Yandex’s Russian headquarters under a Framework Agreement;
  • ABH Holdings in its acquisition of Ukrsotsbank from UniCredit Group;
  • LetterOne Holdings S.A. in connection with numerous transactions, including its:

    • US$200 million strategic investment in Uber;
    • US$1.6 billion acquisition of E.ON E&P Norge AS from E.ON Beteiligungen GmbH;
    • US$5.8 billion acquisition of the oil and gas unit of RWE AG; and
    • US$725 million sale of DEA UK Holdings Limited to Ineos AG;
  • non-public joint stock company Ulmart, a major Russian online retailer, in connection with its acquisition of 100 percent of shares of OJSC Pervaya Sputnikovaya Kompaniya, the operator of the NoLimit Electronics chain and the largest distributor of Tricolor TV;
  • QIWI plc, a leading provider of next generation payment services in Russia and the CIS, in its US$167 million all-share acquisition of the Contact money transfer system and the Rapida payment processing system from Otkritie Financial Group;
  • the major shareholder of Delovye Linii, a major Russian logistics and transportation operator, in connection with the settlement of a shareholder dispute and consolidation of the client’s interest in the group, and a subsequent arrangement with a private investor regarding a substantial minority interest in Delovye Linii;
  • the majority shareholders of Eurasia Drilling Company Limited (EDCL), the largest provider of onshore drilling services in Russia, in its proposed take private and US$1.7 billion sale of a minority stake to Schlumberger, the technology, integrated project management and information solutions company;
  • a Russian investor in its multimillion dollar acquisition of Cinema Park, a leading movie theater operator in Russia, from Interros, a Russian investment company;
  • a group of Russian investors in connection with the sale of Sibuglemet Holding, a coal producer in Russia, and the related renegotiation of certain financing agreements;
  • OAO Severstal in the US$2.3 billion sale of its subsidiaries Severstal Columbus, LLC and Severstal Dearborn, LLC to Steel Dynamics Inc. and AK Steel Corporation;
  • United Capital Partners group on the US$1.47 billion sale of a 48.01 percent stake in VK.Com Limited, the holding company of Vkontakte.ru, Russia’s largest social online networking service, to Mail.Ru Group Limited;
  • IBS Group Holding Limited (Russia), a provider of information technology services and products, in its reorganization through a scheme of arrangement executed through a court process in the Isle of Man. The transaction involves: a cancellation of global depositary receipts of IBS Group Holding listed on the regulated market of the Frankfurt Stock Exchange (Scheme Securities), and issued and outstanding shares of minority shareholders in IBS Group; and the transfer of ordinary shares in Luxoft Holding, Inc., a New York Stock Exchange-listed subsidiary of IBS Group Holding, to the holders of the Scheme Securities in consideration for the cancellation of the Scheme Securities;
  • Tele2 Russia Holding AB (Swedish holding company of Tele2 Russia group) on its merger with the mobile operations of Rostelcom OAO (Russia). The new joint venture — LLC T2 RTK Holding— combines Tele2 Russia’s assets and Rostelecom’s mobile assets (with a total value of over US$7 billion) to form a new national mobile operator in Russia. This deal received the M&A Deal of the Year award by Mergers.ru 2014;
  • shareholders of a Russian food retail chain Pokupochka in a sale of part of its business in Samara region of Russia comprising of 116 stores to X5 Retail Group N.V., the second largest food retail group in Russia;
  • Nafta Moskva in connection with:

    • the sale by the entities affiliated with the Suleyman Kerimov Foundation and several other Russian investors of all of their shares in OJSC Uralkali, one of the world’s largest potash producers based in Russia, to ONEXIM Group and OJSC United Chemical Company Uralchem; and
    • the sale by the entities affiliated with the Suleyman Kerimov Foundation of all of their shares in OJSC PIK Group, one of Russia’s leading residential real estate developers, to the companies affiliated with Russian investors Alexander Mamut and Sergey Gordeev;
  • the shareholders of Megapolis, one of Russia’s leading consumer goods distributors focusing on tobacco and beverages, in the sale of two separate 20 percent equity interests in Megapolis Distribution BV, to Philip Morris International Inc., and Japan Tobacco Inc. The transaction has been valued at US$1.7 billion;
  • ICT Group, a Russian group of private investors, in connection with the establishment of a joint venture with Oleg Miserva to develop modern manufacturable coal mining production in the Far East of Russia and to export coal, including entry into acquisition and shareholders’ agreements;
  • a Russian investment company in the sale of a partial stake in Russia Forest Products (RFP), Russia’s second-largest forestry company, to Russia-China Investment Fund (RCIF), a fund established jointly by the Russian Direct Investment Fund (RDIF) and China Investment Corp (CIC), and entry into a new shareholders’ agreement;
  • Vanistelroy Holdings Ltd as seller of 100 percent shares in AvtoSpetsCenter Group, a major Russian car dealership chain;
  • Valeant Pharmaceuticals International, Inc. in its acquisition of the shares in LLC Ekomir Pharma and certain related assets;
  • the companies controlled by co-founders of Vkontakte.ru, Russia’s largest social network website, in the sale of an indirect 48 percent interest in Vkontakte.ru to UCP Securities Limited;
  • Alfa Group investment company in connection with its US$1.8 billion tender offer for an approximately 48 percent stake in Orascom Telecom Holding S.A.E.;
  • Assicurazioni Generali in the English and Russian law aspects of its US$3.3 billion acquisition of the portion of its joint venture with PPF Group that Generali does not already own;
  • Marazzi Group and the Permira funds in the approximately US$1.5 billion sale of the Marazzi Group to Mohawk Industries, Inc. The Marazzi Group is a leading manufacturer and marketer of ceramic tile in Russia, the United States, Italy, France and Spain;
  • Alfa-Access-Renova (AAR) in connection with the US$56 billion sale of TNK-BP to Russian state-owned oil company Rosneft. This deal was awarded M&A Deal of the Year at the 2014 IFLR Europe Awards;
  • Renault-Nissan Alliance on a series of matters starting in 2008 relating to its investments into Avto VAZ, the leading Russian car manufacturer, including:

    • the strategic acquisition by Renault of a 25 percent stake in AvtoVAZ, and the subsequent recapitalization of AvtoVaz by its shareholders via contribution of equipment, technology and cash with the total value over €950 million; and
    • the creation of a joint venture between Renault-Nissan Alliance and Russian Technologies, giving Renault-Nissan Alliance control over AvtoVaz. As part of the deal, Renault and Russian Technologies contributed to the joint venture their respective shareholdings in AvtoVaz, and Russian Technologies restructured its outstanding US$1.7 billion loans with AvtoVaz. The total value of the joint venture is estimated to exceed US$3 billion;
  • Millhouse in connection with an investment in and a shareholders’ agreement regarding OAO GMK Norilsk Nickel, the world’s leading producer of nickel and palladium. Millhouse acquired a minority stake as part of the settlement of a long-running shareholder dispute between existing shareholders Rusal and Interros;
  • Exxon Mobil Corporation in connection with its global strategic partnership with Rosneft under which the companies plan to undertake joint exploration and development of hydrocarbon resources in Russia, the United States and other countries throughout the world, and commence technology and expertise sharing activities. The partnership envisages the incorporation of several joint venture structures;
  • Svoboda Corporation in its acquisition of a controlling stake in the holding company for Rive Gauche Group, a perfume and cosmetics retailer, from Finstar Financial Group, and its entry into a shareholders’ agreement. All parties are based in Russia;
  • Altimo Holdings & Investments Ltd., the telecoms investment arm of Alfa Group:

    • in its US$3.6 billion acquisition of an additional stake in VimpelCom Ltd. (Russia) from Weather Investments II (Luxembourg), a private investment vehicle majority-owned by Egyptian entrepreneur Naguib Sawiris;
    • in the US$5.2 billion sale of its 25 percent stake in OJSC MegaFon to AF Telecom and a subsidiary of MegaFon;
    • with respect to its 45 percent shareholding interest in OJSC Vimpel-Communications (Russia) in connection with VimpelCom’s business combination with the emerging markets and Italian telecom assets of Weather Investments S.p.A. (Italy), a private investment vehicle majority-owned by Egyptian entrepreneur Naguib Sawiris; and
    • with respect to VimpelCom Limited in its US$30 billion exchange offer for OJSC VimpelCom, a Russian telecommunications company, and its business combination with CJSC Kiyvstar G.S.M., a Ukrainian telecommunications company;
  • LoneState Assets Limited in its sale of a 60 percent stake in the holding company of the Kolmar Group (Russia), a producer of coal, to Montlink Limited, and its entry into a shareholders’ agreement. Montlink is a joint venture between Gunvor Group Ltd (the Netherlands) and Volga Resources (Luxembourg);
  • CJSC Miracle, a holding company and the majority shareholder in CJSC Sibur Holding, in its merger with and into Sibur;
  • Valeant Pharmaceuticals International Inc. (Canada) in its US$180 million acquisition of Natur Produkt International JSC;
  • CJSC Sibur Holding, a petrochemicals company, in the US$1 billion sale of its mineral fertilizer business to CJSC Holding Company Siberian Business Union, a metals and mining company;
  • Alfa-Access-Renova (AAR) in connection with TNK-Brasil’s US$1 billion acquisition of a 45 percent interest in concession rights over 21 blocks in the Sedimentary Basin of Solimões (Blocks) from Brazilian oil company HRT O&G Exploracao e Producao de Petroleo Ltda (HRT O&G);
  • OJSC Dixy Group, a major Russian retail operator, in connection with the acquisition of 100 percent shares in Victoria Group retail chain for RUR 25.6 billion (over US$900 million). The combined company became the third Russian national retail operator. The transaction also involved the rights offering by Dixy with a US$ 100 million rump offering of shares to investors in order to finance the acquisition;
  • sole international legal counsel to OJSC Svyazinvest, a Russian state-controlled holding company and the majority shareholder in the seven regional telecommunications operating companies (RTOCs), OJSC Rostelecom, which is the largest provider of fixed-line domestic and international long-distance services in Russia, in the merger of the RTOCs into Rostelcom;
  • the seller in the sale of 100 percent of OJSC TD Kopeyka, a Russian food retail chain, to X5 Retail Group NV, one of the Russia’s largest retailers. The deal value was approximately US$1.65 billion making it the largest-ever deal in the Russian retail sector;
  • Nafta Moskva, a Russian investment group, in connection with a multibillion dollar acquisition of a significant stake in OJSC Uralkali, a major global producer of potash located in Russia with GDRs listed on the London Stock Exchange;
  • the owners of the Paterson supermarket chain in its sale to X5 Retail Group for approximately US$189.5 million in cash and the assumption of US$85 million in debt. Paterson is a private supermarket chain of 82 stores located in Moscow, the Moscow region, St. Petersburg, Kazan and other cities of European Russia and Urals;
  • the US$1.26 billion acquisition of shares and ADRs of OJSC Polyus Gold, a leading gold mining company in Russia, by Nafta Moskva, an asset management company controlled by Mr. Suleiman Kerimov, from Interros, a Russian group controlled by Mr. Vladimir Potanin;
  • the acquisition of shares and GDRs of OJSC PIK Group, a Russian real estate developer listed in Moscow and London, from its two principal shareholders, by Nafta Moskva;
  • the acquisition of 11 percent of the share capital of Kamaz Incorporated, Russia’s major heavy-duty trucks manufacturer, by Daimler AG, the world’s largest truck manufacturer, from Russian investment company Troika Dialog; and the subsequent increase of its stake in Kamaz by Daimler AG; together with forming the strategic partnership between Daimler AG and Kamaz;
  • the controlling shareholders of Edinaya Evropa-S.B. (a holding company in Russia), the owner of the Ile de Beauté chain (Russia), in the formation of a joint venture with Sephora S.A. (France). As part of the deal, in mid-2008 Sephora acquired a 45% stake in the Ile de Beauté holding company and in mid-2010 increased its stake to a total of 65 percent. Both Sephora and Ile de Beauté are perfume and cosmetics retailers.
  • the sale by Itera Group, a major Russian independent gas producer, of its oil assets;
  • the side-by-side investment by JC Flowers and C.V. Starr & Co., Inc. via an acquisition of a 19.9 percent stake in Joint Stock Commercial Bank “Investment Trade Bank” (open joint stock company), a mid-size Russian bank;
  • the US$810 million acquisition of Sparrows Point LLC from Luxembourg-based ArcelorMittal by OJSC Severstal. All three companies are steel manufacturers;
  • the US$4.3 billion acquisition of Golden Telecom by Open Joint Stock Company Vimpel-Communications via a tender offer;
  • the sale of a 51 percent stake in OJSC DIXY GROUP, one of Russia’s largest food and household supply retailers, by an individual beneficial shareholder to Trade Company Megapolis, a major Russian FMCG distributor;
  • the US$116 million purchase of OJSK Kreker, a biscuit and cereals manufacturer operating six manufacturing plants in Russia, by Kellogg Company. Kellogg acquired 89 percent of the shares in Kreker from Kreker’s principal shareholders. This transaction marked Kellogg’s first investment in Russia;
  • the creation of the 50:50 joint venture between Sistema-Hals, a leading diversified company in the Russian and CIS real estate market, and Apsys, a leading European developer and asset manager specialised in the real estate retail industry. The joint venture will carry out retail development projects jointly selected by the parties, and its first investment is the acquisition from Sistema-Hals of 100 percent of the shares of the company holding Leto City, a retail and entertainment centre under construction located in St. Petersburg;
  • the US$620 million acquisition of a 50 percent interest in Ilim Holding by International Paper, and subsequent 50:50 joint venture (Ilim Group) with Ilim Holding, valued at US$1.6 billion;
  • the US$136 million sale of a 76 percent stake in Ukrainian Innovation Bank (Ukrinbank) to Bank Hapoalim of Israel;
  • the US$2.2 billion acquisition of selected production assets in the Ukraine, including the Sukhaya Balka Iron Ore Mining and Processing Complex, the Dnepropetrovsk Iron and Steel Works and three coking plants by Evraz Group S.A.;
  • the US$677 million sale of Sandora, the Ukrainian fruit juice and wine maker to a joint venture of PepsiAmericas, Inc. and PepsiCo, Inc.;
  • the pre-emptive 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 of this stake via a tender offer to OJSC Norilsk Nickel;
  • the sale of a remaining 50 percent stake by three individual shareholders of JSC Trade House KOPEYKA to URALSIB Financial Corporation in a going-private transaction;
  • the sale of a stake in a major Moscow real estate development project by PIK Group to Meridian Capital CIS Fund, together with the subsequent creation of a joint venture to manage this development;
  • the acquisition of 100 percent stake in A. Korkunov by Wm. Wrigley Jr. Company;
  • the US$104 million in the sale of 100 percent of its share capital of JSCB “Prestige” of Ukraine to Erste Bank der Sparkassen AG, the Austria-based banking group;
  • the US$18 billion proposed acquisition of Severstal by Arcelor;
  • the US$13.1 billion sale of a 72 percent stake in OAO Sibneft to OAO Gazprom;
  • the US$550 million sale of Independent Network Television Holding Limited, the holding company of the TV3 Russian television network by Act III Investors LLC to Prof-Media Management LLC;
  • the US$314 million sale of a 75 percent stake to Nordea Bank AB by Joint Stock Bank Orgresbank;
  • the sale of a 75 percent stake in Extra M by its share holders to Promsvyazcapital; and the subsequent sale of the remaining 25 percent to Promsvyazcapital;
  • the acquisition by Renaissance Capital of a 50 percent share in the Ukraine’s largest dairy group;
  • the acquisition of a majority stake in Rambler Media Limited by Prof Media;
  • the US$23 million acquisition of Rambler TV by Prof Media;
  • the acquisition of a controlling stake in ZAO Central Partnership by CJSC Prof Media;
  • the sale of a 93.5 percent stake in Joint Stock Post Pension Bank Aval by its majority shareholders to Raiffeisen International Bank-Holding AG;
  • the US$625 million acquisition by Access Industries, Inc. of 25 percent plus one share interest in OAO Svyazinvest;
  • the US$733 million sale by SUN Trade (International) Ltd., a private investment group, of its entire stake in SUN Interbrew Ltd. to Interbrew S.A.;
  • the US$400 million sale of Russian brewing business by Bravo Holdings Limited to Heineken;
  • the acquisition by OAO Rosneftegas of 10.7 percent stake in OJSC Gazprom;
  • the acquisition of substantially all of the assets of Rouge Industries, Inc. and Rouge Steel Company by OAO Severstal, and its U.S.-based affiliate, Severstal North America, Inc.;
  • the acquisition by RUSAL Group of a 20 percent stake in Queensland Alumina, Limited from Kaiser Aluminum Corporation; and
  • the US$341 million sale of a 55.5 percent stake in Stillwater Mining Company to MMC Norilsk Nickel.

Private Equity

  • a group of Russian investors in connection with the leveraged acquisition of the Sibuglemet group of companies, a leading Russian coal producer;
  • Svoboda Corporation (a holding company for a group of private investors) in an acquisition of a 42 percent interest in the holding company for Obuv.com group, a leading Russian shoe retailer, from a founding shareholder, and entry into a shareholders’ agreement with the founding shareholder and another private investor acquiring an 8 percent interest;
  • a group of private investors in acquisitions of a significant minority stake in a Russian internet content provider;
  • Svoboda Corporation (a holding company for a group of private investors), in an acquisition of a 75 percent interest in the holding company for Ulybka Radugi group, a retail drogery (household chemicals, cosmetics etc) operator in St. Petersburg and North-West Russia, from EBRD and founding shareholders;
  • a leading global private investment firm, in connection with its investment together with the related financing into several prime commercial real estate projects in Moscow;
  • TPG Capital, a private equity firm, in its acquisition of a minority stake in VTB Bank (Russia) from the Government of Russia;
  • the US$30 million equity investment in Evrotek Group plc, the holding company for a Ukrainian food retail chain operating under the trade name “Fresh” by International Finance Corporation, the private sector arm of the World Bank Group and an investment fund managed by Horizon Capital of Kiev, Ukraine;
  • the completion and post completion matters in connection with Lion Capital LLP’s acquisition of Russian Alcohol Group, the Russian alcohol manufacturer, structured as an LBO;
  • the private equity acquisition of a minority stake in each of National Bank Trust and Trust Investment Bank by Merrill Lynch via Trust Management Company, a majority shareholder in both banks. This is the first investment by Merrill Lynch into a Russian bank;
  • a remaining shareholder in Lenta in connection with the acquisition by TPG and VTB Capital of an approximately 35 percent stake in Lenta Ltd. and the new shareholders’ arrangements to govern the management of Lenta and regulate the relationship between them;
  • the acquisition of OJSC Nidan Soki, a Russian juice producer by Lion Capital LLP;
  • the acquisition of an interest in Independent Media B.V., the publisher of The Moscow Times, by Menatep Finance S.A.;
  • several investments and proposed investments by AIG-Brunswick Millennium Fund in Russia, including pharmaceutical and publishing businesses;
  • several investments by The Sputnik Funds, a private equity fund, in:

    • CJSC Europa Plus, a leading Russian radio broadcasting company;
    • a regional mobile network in Russia;
    • a leading Russian food distributor; and
    • Kiyvstar GSM, a leading mobile telecom operator in the Ukraine, and its subsequent disposition of interest;
  • SUN Capital Partners, a private equity fund, in:

    • the acquisition, subsequent reorganization and disposal of its investment in a number of Russian petrochemical companies; and
    • several investments, proposed investments and dispositions of its investments in Russian food industry businesses; and
  • reorganization and spin-off of its Russian investments by Pioneer Group Inc.

Capital Markets

  • the underwriters to Lenta Ltd, Russia’s sixth-largest retailer by revenue, in connection with its:

    • US$275 million public offering of new and existing Global Depositary Receipts; and
    • US$225 million secondary public offering by way of a placement of 35.2 million Global Depositary Receipts, representing newly issued shares, on the London Stock Exchange;
  • IBS Group Holding Limited (Russia), a provider of information technology services and products, in its reorganization through a scheme of arrangement executed through a court process in the Isle of Man. The transaction involves: a cancellation of global depositary receipts of IBS Group Holding listed on the regulated market of the Frankfurt Stock Exchange (Scheme Securities), and issued and outstanding shares of minority shareholders in IBS Group; and the transfer of ordinary shares in Luxoft Holding, Inc., a New York Stock Exchange-listed subsidiary of IBS Group Holding, to the holders of the Scheme Securities in consideration for the cancellation of the Scheme Securities;
  • QIWI plc in its:

    • underwritten public offering of 7,973,330 of its Class B Shares represented by American depositary shares (ADSs), of which 1,993,330 Class B Shares represented by ADSs were issued and sold by QIWI and 5,980,000 Class B Shares represented by ADSs were sold by certain selling shareholder;
    • US$288 million secondary public offering of American depositary shares following its successful initial public offering in May 2013; and
    • US$212 million initial public offering of American Depositary Shares with a listing on the Nasdaq Global Select Market, and its listing of ADSs on the Moscow Interbank Currency Exchange. QIWI plc is the first Russian company to do an IPO under the U.S. JOBS Act, and the first foreign company to list on a Russian stock exchange. For this matter, Skadden was awarded a Standout ranking in the Financial Times’ “Innovative Lawyers 2014” report;
  • JSC Gazprom in its listing on the Singapore Stock Exchange. The listing was effected by the introduction of up to 4,000,000,000 Global Depositary Shares, representing up to 8,000,000,000 Ordinary Shares of JSC Gazprom. This was the first listing “by introduction” of depositary receipts on the Singapore Exchange;
  • the joint bookrunners, Credit Suisse, JPMorgan, VTB, Deutsche Bank, UBS, TPG Capital, on the US$1 billion IPO of Lenta Ltd. This was the first dual-listing of GDRs on the London and Moscow Exchange;
  • UBS Limited, Credit Suisse Securities (USA) LLC, J.P. Morgan Securities LLC, VTB Capital plc and Cowen and Company, LLC as joint bookrunning managers in the US$70 million initial public offering of Class A ordinary shares and listing on the New York Stock Exchange of Luxoft Holding, Inc. (BVI), a leading provider of software development services and innovative IT solutions;
  • PIK Group in connection with the US$330 million secondary offering of newly issued shares to existing shareholders and certain anchor investors which also included the underwritten offering via accelerated bookbuilding to institutional investors organized by VTB Capital and Sberbank CIB;
  • SIBUR, the largest integrated gas processing and petrochemicals company in Russia/CIS/CEE, in connection with its debut five-year US$1 billion 3.914% Rule 144A/ eg S bond issue listed on the regulated market of the Irish Stock Exchange;
  • Eurasia Drilling Company Limited (Russia), a provider of oil drilling services, in connection with its debut seven-year US$600 million 4.875% Rule 144A/Regulation S bond issue listed on the regulated market of the Irish Stock Exchange;
  • Barclays Bank PLC, Citigroup Global Markets Limited, ING Bank N.V., London Branch, and the Royal Bank of Scotland plc in connection with the offering by VimpelCom Holdings B.V., of US$600 million 5.20% senior unsecured notes due 2019, US$1 billion 5.95% senior unsecured notes due 2023 and RUB12 billion 9.00% senior unsecured notes due 2018;
  • Brunswick Rail in connection with its US$600 million 6.55% high- yield bonds due 2017). This deal was awarded 2012 Deal of the Year for Central and Eastern Europe by Euromoney Magazine;
  • Morgan Stanley and Credit Suisse as joint sponsors in the redomiciliation of the Evraz Group S.A. (a steel producer) to the United Kingdom and admission to listing on the premium segment of the Official List, and to trading on the main market of the London Stock Exchange, by means of a share exchange offer made by EVRAZ plc, a newly incorporated U.K. public limited company, for up to the entire issued and outstanding ordinary share capital of Evraz Group S.A. This is the first premium listing of a Russian business in the form of a PLC, and is expected to be the first Russian business to be included within the FTSE 100;
  • Morgan Stanley, Renaissance Capital and VTB Capital, acting as underwriters, in an SEC-registered offering of 32,000,000 preferred shares of Mechel OJSC, a leading Russian mining and metals company, to retail and institutional investors in the US and Russia and certain qualified investors outside of the United States. The offering closed at US$560 million;
  • OJSC Gazprom, an oil and gas company in Russia, in connection with the listing of additional American Depositary Shares and a further block listing of American Depositary Shares on the London Stock Exchange;
  • Ros Agro PLC (Russia), a food processor with agricultural operations, in its US$330 million initial public offering of Global Depositary Receipts, which were listed on the London Stock Exchange;
  • the underwriters in the approximately US$400 million initial public offering of ordinary shares and Global Depositary Receipts of OJSC TransContainer (Russia), an intermodal container transportation and logistics company. The ordinary shares were dual-listed on the Russian Trading System and the Moscow Interbank Currency Exchange and the GDRs were listed on the London Stock Exchange. This was the first major privatization conducted by the Russian government as part of its US$50 billion privatization program;
  • Eurasia Drilling Company Limited, a provider of oil drilling services, in the US$240 million offering of its Global Depositary Receipts by one of its major shareholders via an accelerated book building;
  • O’KEY Group S.A., an owner of one of the largest Russian retail chains, in an approximately US$420 million IPO with a listing of GDRs on the LSE;
  • the underwriters in a SEC-registered offering by a group of selling shareholders of preferred American Depositary Shares, representing preferred shares issued by Mechel OJSC, a leading Russian mining and metals company. The preferred American Depositary Shares have been listed on the New York Stock Exchange;
  • OJSC Protek, Russia’s largest vertically integrated pharmaceutical holding company, in connection with the initial public offering (IPO) of its shares with listing on the Russian Trading System (RTS) and the Moscow Interbank Currency Exchange (MICEX);
  • OJSC DIXY Group, one of Russia’s largest food and household supply retailers, in connection with its US$52 million offering of new shares to existing shareholders and limited number of third-party investors;
  • 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.;
  • Evraz Group S.A., a steel producer based in Luxembourg, in its US$650 million offering of 7.25 percent convertible bonds due 2014 and in a concurrent US$315 million offering of shares and Global Depositary Receipts;
  • Morgan Stanley and Deutsche Bank as joint global coordinators, joint bookrunners and joint lead managers in the US$435 million offering by OJSC Magnit together with an offering by Lavreno Limited. The offering includes the exercise of the over-allotment option;
  • ABN AMRO BANK N.V. and Renaissance Capital as Joint Lead Managers and Joint Bookrunners to OJSC Enisey TGK (TGK-13) on the US$470 million share offering on the Russian Trading System (RTS) and Moscow Interbank Currency Exchange (MICEX). TGK-13 is a Russian company, engaged in the generation, sale, and supply of heat and electricity in the Krasnoyarsk Region of Siberia. This transaction represents the eighth Russian power privatisation transaction on which Skadden has advised;
  • ING Bank N.V. as Lead Manager and Sole Bookrunner in the US$100 million flotation on the London Stock Exchange (LSE) of Zhaikmunai LP;
  • Goldman Sachs International and Credit Suisse Securities (Europe) Limited, as the joint bookrunners in the Rule 144A / Regulation S follow-on offering of ordinary shares by OJSC Cherkizovo Group. This transaction represented the first Rule 144A equity offering by a Russian company that did not also include an offering of GDRs;
  • R.G.I. International Limited, a real estate development and management company in Russia, (as U.K. counsel) in its US$250 million private placement of ordinary shares. A portion of the proceeds (US$140 million) were used for the acquisition financing of two real estate development projects in Moscow;
  • Morgan Stanley Securities Limited as bookrunner and lead manager and KPMG Corporate Finance as advisor in the approximately US$190 million initial public offering of ordinary shares of R.G.I. International Limited. The shares were listed on the Alternative Investment Market (AIM) of the London Stock Exchange;
  • The founders of Eurasian Natural Resources Corporation plc (ENRC) in connection with ENRC’s IPO and listing on the London Stock Exchange. ENRC listed a U.K. holding company and is one of the first emerging markets issuers to achieve a full main board listing on the LSE rather than a listing of GDRs;
  • Merrill Lynch and Troika Dialog as advisers of OJSC 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 250,000,000 6.253 percent loan participation notes due 2011 issued by Kuznetski Capital S.A. for the sole purpose of financing a loan to the Bank of Moscow;
  • Renaissance Capital and UBS as the financial advisors of OJSC Kuzbassenergo (TGK-12) in connection with the pre-emptive rights issue by it of new shares comprising 14.2 percent of its share capital on a diluted basis via open subscription and sale of one half thereof to OJSC SUEK as a pre-emptive shareholder and another half thereof to investment funds managed by Alfa-Bank and ABN Amro for US$307 million in aggregate;
  • the US$365 million Regulation S IPO of ordinary shares and listing on the RTS and MICEX by Open Joint Stock Company Mvideo.” Mvideo is a leading consumer electronics and home appliance retailer in Russia. 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;
  • the US$720 million Rule 144A/Regulation S primary and secondary public offering of GDRs, each representing one ordinary share of the company, of Eurasia Drilling Company Limited. The value does not include the exercise of the over-allotment option. The GDRs were listed on the main board of the London Stock Exchange;
  • Citigroup Global Markets Limited, Renaissance Capital and UBS Investment Bank as underwriters in the US$1 billion secondary public offering of shares and GDRs of JSC Uralkali, including the exercise of a greenshoe option. The GDRs were listed on the London Stock Exchange and the shares on the RTS. The offering included a placement to qualified institutional buyers in the United States pursuant to Rule 144A;
  • Deutsche Bank, Troika Dialog and UBS in the US$1 billion Rule 144A / Regulation S IPO of shares and GDRs of JSC OGK-2. The GDRs were listed on the LSE and the shares were listed on both the RTS and the MICEX;
  • Goldman Sachs, Merrill Lynch and MDM-Bank as the financial advisors of OJSC OGK-6 in relation to the pre-emptive rights issue by it of new shares comprising 17 percent of its share capital and sale of substantially all of these shares to OJSC Gazprom for US$860 million;
  • Troika Dialog and UBS as the financial advisors of JSC OGK-4 and agents of RAO UESR in connection with the sale of a combination of secondary and primary shares of JSC OGK-4 to E.ON Ruhrgas comprising in aggregate 60.8 percent of the share capital of JSC OGK-4 on a non-diluted basis for US$5.8 billion;
  • the US$1.93 billion IPO of GDRs and ordinary shares of PIK Group OJSC. The GDRs were listed on the LSE and the ordinary shares were dual-listed on the RTS and the MICEX;
  • ABN AMRO Rothschild, Morgan Stanley International plc and Renaissance Securities Limited as joint global coordinators, joint bookrunners and joint lead managers and CJSC Gazprombank as co-manager in a US$1 billion IPO of shares and GDRs by OJSC Magnitogorsk Iron & Steel Works. The GDRs were listed on the LSE; the shares were dual-listed on the RTS and MICEX;
  • the US$1billion Rule 144A / Regulation S IPO of shares and GDRs by OJSC Pharmstandard. The offering was the first by a Russian pharmaceutical company to involve a London listing;
  • Deutsche Bank and Goldman Sachs as the financial advisers in the US$3 billion pre-emptive rights offering and public placement of shares by JSC OGK-3. 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;
  • the US$768 million IPO of GDRs and listing on the LSE by Integra Group;
  • Credit Suisse, Goldman Sachs International and Renaissance Capital as Joint Global Coordinators and Joint Bookrunners in the US$370 million IPO and LSE listing of GDRs by JSC Sitronics;
  • the US$600 million IPO of GDRs on the LSE by OJSC Polymetal;
  • the US$500 million offering of 7.335 percent loan participation notes due 2013 by the Bank of Moscow;
  • the RUR5 billion offering of 7.25percent secured fixed-rate notes due 2009 by Bank of Moscow, its first non-domestic Ruble bond offering;
  • the US$130 million private placement of newly issued Tier 1 shares by JSC bank Probusinessbank;
  • the US$316 million Regulation S IPO of ordinary shares and concurrent dual listings on the RTS and the MICEX by open JSC Raspadskaya, the second-largest coking coal producer in Russia. This deal is the first IPO of a Russian coal company;
  • the US$459 million Regulation S offering of ordinary shares dual-listed on the RTS and the MICEX by Joint Stock Company OGK-5, a wholesale producer of electric and thermal power in Russia. This is the largest Regulation S offering ever by a Russian company;
  • the US$247 million IPO of OJSC Cherkizovo Group;
  • the US$144 million IPO of ordinary shares of RAZGULAY Group OJSC;
  • OAO Gazprom in connection with the “liberalization” program for its shares and the conversion of its existing depositary receipt facility into the new Level I ADR program;
  • the US$50 million pre-IPO convertible bond offering of Angara Mining Plc;
  • the US$565 million IPO and listing on the LSE of shares in the form of GDRs of Trader Media East Limited;
  • the US$300 million offering of 7.5 percent subordinated loan participation notes due 2015 issued by Bank of Moscow via an orphan vehicle;
  • the US$130 million financing by Integra Group in connection with its acquisition of Uralmash-Drilling Equipment and VNI-IBT-Drilling Tools;
  • the US$966.3 million public offering of shares and GDRs of OJSC NOVATEK and listing on the LSE;
  • the US$127 million Regulation S public offering of shares of JSC Scientific Production Corporation Irkut with listing on the RTS and the MICEX;
  • the US$68.8 million IPO of shares of OJSC Open Investments, a real estate development subsidiary of Interros;
  • the US$3.75 billion monetisation by Access Industries, Inc. and Renova Holding Ltd. of their receivable of shares in BP p.l.c.;
  • various offerings by OJSC Vimpel-Communications including:

    • US$1.5 billion offering of loan participation notes by Open Joint Stock Company Vimpel-Communications (Russia) in two tranches: a US$500 million offering of 6.493 percent loan participation notes due 2016 and a US$1 billion offering of 7.748 percent loan participation notes due 2021;
    • US$2.0 billion Rule 144A/Regulation S offering of loan participation notes. The notes were offered in two tranches of US$1.0 billion each consisting of an 8.375 percent note due in 2013 and a 9.125 percent note due in 2018. The offering represents the largest US dollar-denominated bond issue by a Russian corporate issuer to date;
    • US$105 million secondary offering of shares;
    • US$250 million Rule 144A/Regulation S offering of 10.45 percent loan participation notes due 2005;
    • US$450 million Rule 144A/Regulation S offering of 10 percent participation notes due 2009;
    • US$300 million Rule 144A/Regulation S offering of 8.375 percent loan participation notes due 2011;
    • US$300 million Rule 144A/Regulation S offering of 8 percent loan participation notes due 2010;
    • U.S. SEC-registered combined offerings of US$75 million senior convertible notes and US$95 million equity by VimpelCom B.V. (Russia), a subsidiary of OJSC Vimpel-Communications, with a listing on the New York Stock Exchange (NYSE). This was the first listing of debt securities by a Russian company on the NYSE; and
    • IPO of shares raising US$110 million. The IPO was the first U.S. SEC-registered offering by a Russian issuer and the first listing of a Russian company on the New York Stock Exchange since the Russian Revolution of 1917;
  • the US$300 million offering of 8 percent guarantee notes due 2008 by MMK Finance S.A., an affiliate of Russia-based OJSC Magnitogorsk Iron & Steel Works;
  • the US$250 million offering of 8percent loan participation notes due 2009, a US$300 million offering of 7.375percent loan participation notes due 2010 and a US$300 million subordinated debt offering of 7.5percent loan participation notes due 2015, each issued by Bank of Moscow via an orphan vehicle;
  • the US$127 million Regulation S placement of shares of OJSC Sibneft;
  • the US$40 million Rule 144A/Regulation S offering of common stock of Khanty Mansiysk Oil Corporation (KMOC), and US$55 million debt financing of Khanty Mansiysk Oil Corporation (KMOC) for its acquisition of Khantymansiyskneftegazgeologia;
  • the Rule 144A/Regulation S equity offering by RAO Gazprom with listing on the LSE;
  • the US$22.5 million Rule 144A/Regulation S offering of common stock and ADSs by Mosenergo. his transaction was the first successful capital-raising effort by a Russian company in the US capital markets;
  • the establishment and maintenance of Level Two ADR program with listing on the NYSE by OJSC Rostelecom, which was the first Level Two ADR program by a Russian company;
  • the establishment of a GDR program for bonds issued by the Ministry of Finance of the Russian Federation;
  • the establishment of an unsponsored GDR program by National Reserve Bank for common stock of RAO Unified Energy Systems of Russia (RAO UES) and US$450 million placement of depositary receipts in two tranches; and
  • the establishment and maintenance of Level One ADR programs for a number of regional fixed-line telecommunications operators and regional electric utility companies.

Corporate Restructuring

  • Roust Trading Limited, the ultimate shareholder of Russian Standard Bank (RSB), a Russian commercial bank, on a U.K. court-sanctioned scheme of arrangement to restructure two series of Eurobonds in the amount of US$550 million. The bonds were issued by Russian Standard Finance S.A., a Luxembourg-based SPV, to fund related loans to RSB. This is the first time that an English scheme of arrangement has been used to implement a restructuring to address capital adequacy issues for a Russian bank.
  • Central European Distribution Corporation, a producer and distributor of alcoholic beverages, in a US$310 million investment in CEDC by Russian Standard Corporation, acting through Roust Trading Limited. This transaction formed the basis for a strategic alliance between Russian Standard and CEDC, and was the first-ever Russian U.S.-style Chapter 11 “prepack”; and
  • the restructurings and refinancings for clients in Russia, such as Evraz Group and Mechel OAO.

Project Finance

  • the project financing of an international fiber optic cable linking Italy, Turkey, the Ukraine and the Russian Federation;
  • the establishment of a joint venture between Heerema Oil & Gas Development B.V. with RAO Gazprom to construct an underwater pipeline crossing the Baydaratskaya bay;
  • the financing of the initial phase of the Komi Aluminium Project;
  • the refinancing of construction of methanol production assets of OJSC Togliattiazot;
  • the proposed development and project financing of an oil and gas condensate deposit in Western Siberia by a private investor proposed project to lay a fiber optic cable across Siberia to the Far East using a right of way over high-voltage power lines; and
  • the proposed construction and financing of a gas pipeline linking Turkmenistan, Azerbaidzhan, Georgia and Turkey.

Dispute Resolution

  • Roman Abramovich in a landmark victory in a US$6 billion dispute with Boris Berezovsky over alleged interests in the oil company Sibneft and the metals company Rusal. The court dismissed the claims, ruling in favor of Mr. Abramovich. This was the largest case ever in the English Commercial Court and the largest private dispute in the world;
  • Alfa-Access-Renova (AAR) in a significant victory in its dispute with BP over the oil major’s attempt to form a US$16 billion strategic alliance with Rosneft, the state-owned Russian oil company. In February 2011, Skadden obtained a High Court injunction blocking the deal and in March 2011, the arbitration tribunal ruled in AAR’s favor and accepted its argument that the shareholders agreement prohibited BP from entering into the agreement with Rosneft. The tribunal also continued the injunction, preventing BP from completing the transaction and from having any negotiations with Rosneft;
  • the nine international oil companies comprising the Offshore Kazakhstan International Oil Consortium in negotiations and pre-arbitral proceedings with the Republic of Kazakhstan regarding appraisal and development of the Kashagan field;
  • an LCIA arbitration in London in relation to a US$1.6 billion multi-jurisdictional dispute concerning the control of a Russian metals producer,
  • an HKIAC arbitration in Hong Kong for a Russian mining corporation in connection with an overseas mining operation;
  • a multibillion dollar dispute in the English and BVI Courts arising out of a dispute over the participation interests in a major Russian oilfield development project;
  • an LCIA arbitration representing shareholders in a successful defence of claims totalling more than US$28 billion against a large Russian oil company arising out of a failed share purchase agreement. This was reported by The American Lawyer as the world’s largest arbitration in 2007;
  • an LCIA arbitration involving multi-party and parallel arbitrations under the LCIA rules in London and elsewhere for a Russian client, involving factories in Ukraine;
  • a multi-jurisdiction litigation in BVI, Cyprus and Russia arising out of a Russian joint venture dispute; and
  • an LCIA arbitration (parallel Cypriot and English proceedings) involving a US$1 billion dispute under a shareholders’ agreement concerning a major Russian business.