News (#01-02 January-February 2019)

Deals

Sayenko Kharenko advised EBRD on first synthetic UAH loan facility to LLC OTP Leasing

Sayenko Kharenko acted as Ukrainian legal counsel to the European Bank for Reconstruction and Development (EBRD) on providing a four-year UAH-denominated loan equivalent to EUR 10 million to LLC OTP Leasing. This is the first synthetic local currency loan to a Ukrainian leasing company for financing lease contracts to small and medium-sized enterprises (SMEs) across the country. The loan will address foreign exchange risks of local borrowers and will enable the company to diversify its customer base.

Furthermore, the transaction contemplates the granting of funding of up to EUR 1 million for SMEs under the EU4Business initiative supported by the European Union and the Deep and Comprehensive Free Trade Area (DCFTA) between Ukraine and the EU. The grants will be provided as investment incentives aimed at improving technology and the production processes of SMEs in line with EU standards.

Igor LozenkoandNazar Chernyavsky led Sayenko Kharenkos team working on the transaction, which included junior associatesVira Pankiv, Vladyslava Mitsai and Oleksandra Maksymenko.

Sayenko Kharenko advised Greenyard NV

Sayenko Kharenko has acted as Ukrainian legal counsel to Greenyard N.V., one of the worlds largest suppliers of fruits and vegetables, in relation to the disposal of its horticulture business to independent investment group Straco BVBA (the Transaction). Allen & Overy acted as Greenyards global counsel, while Straco BVBA was represented by Clifford Chance.

As a result of the transaction, Straco acquired Greenyards food production assets, including 14 production facilities located throughout Europe and the CIS. Greenyard intends to use the proceeds from the transaction to secure the necessary funds to repay a EUR 150 million retail bond maturing in July 2019. With a total value of EUR 120 million, the transaction looks to be one of the biggest Ukrainian M&A deals of 2018.

Sayenko Kharenko provided full-scope legal support for the transaction, including performing vendor legal due diligence, advising on complex corporate law matters and transaction documents, performing pre-sale restructuring of the Ukrainian part of the Greenyard group as well as support for carrying out the deal.

Sayenko Kharenkos team included associates Ilhar Hakhramanov, Tymur Enkhbaiar, Mykola Lykhoglyad, and Tetiana Dyvak, and was led by partner Oleksandr Nikolaichyk.

AVELLUM advised PJSC Slobozhanska Budivelna Keramika

AVELLUM acted as the Ukrainian legal counsel to PJSC with Foreign Investments
Slobozhanska Budivelna Keramika in connection with the restructuring and refinancing of SBKs debt, valued at approximately EUR 20 million. Atlas Advisors, an independent investment banking firm, acted as the exclusive financial advisor to SBKs shareholders in connection with the restructuring of the credit portfolio, attracting financing for the debts refinancing, and buy-out of shares in SBK.

The deal covered (1)the restructuring and refinancing of SBKs debt to an international financial institution(IFI) and a number of foreign and Ukrainian banks, and (2)a new refinancing facility from another Ukrainian bank. Following the restructuring, the IFI and the Banks left the deal.

Within the equity part of the deal, SBKs shareholders repurchased from the IFI and one of the Banks those shares in SBK that were previously sold to them by way of security.

The AVELLUM team was led by partner Yuriy Nechayev, with support from associates Tetiana Mykhailenko, Dmytro Tkachuk, Oleksandr Kulykovskyi, and Anna Mykhalova.

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