Debt Capital Markets

Debt Capital Markets

We are experienced in complex structures and have advised on many leading capital raisings in domestic and international markets.  Our team works closely in these areas and provides the following services:

Lending

• representation of a debtor or creditor;
• drafting/commenting and discussing the mandate letter, a list of precedent conditions, and confidentiality agreements;
• drafting/commenting on bilateral and syndicated loan agreements and discussing the terms and conditions thereof with a client’s counterparty;
• legal due diligence of a debtor (borrower);
• drafting of all types of collaterals, including pledge agreements, mortgage agreements, guarantees, sureties and security assignments. Registration of the pledges with the relevant state authorities of Kazakhstan;
• drafting/commenting on the resolutions of authorised bodies of a borrower for the approval of large transactions and interested-party transactions made in connection with a loan raising;
• collection of conditions precedents;
• issuing legal opinions under Kazakh law;
• if required, interaction with public authorities to obtain any necessary approvals.

Eurobonds

• advice on transaction structuring;
• drafting proposals on transaction structures;
• assistance with the establishment of an issuing company;
• drafting and commenting on transaction documents from a Kazakh law perspective:

- review and comment on the prospectus;
- draft and comment on the resolutions of the bodies authorised for the approval of large transactions and interested-party transactions made in connection with the placement of Eurobonds and other required documents;
- review and comment on an informational memorandum in connection with a Eurobonds issue;
- review and comment on trust documents;
- review and comment on the service agreements of a placement organiser;
- review and comment on an underwriting agreement;
- review and comment on an agreement with a depository;
- review and comment on other agreements and arrangements related to Eurobonds issues.

• issuing legal opinions on Eurobond issues under Kazakh law;
• interaction with the transaction parties and government authorities;
• negotiations with a placement organiser and consultants thereof regarding transaction structure, the content of the issuing documents, information disclosure and other questions related to the Eurobonds issue;
• negotiations with credit rating agencies regarding the rating of the issuer’s Eurobonds;
• interaction with the government authorities of the Republic of Kazakhstan.

Securitisation

• preparation of primary documents that will serve as the basis for securitised assets;
• preparation of an originator for securitisation:

- legal due diligence of the securitised assets;
- reorganisation of the originator’s corporate structure  to segregate a financed business;

• transaction structuring:

- drafting proposals for a transaction structure;
- preparation of the plan of activities on a securities issue;
- performing activities on the establishment of an issuing company.

• preparation of transaction documents:

- drafting the resolution for a securities placement;
- drafting the resolution for a securities issue;
- preparation of the prospectus;
- drafting the resolution of the body authorised by the issuer on the price (pricing procedure) of the securities placement;
- drafting the resolution of an issuer’s authorised body for determination of the placement date;
- drafting a report on the results of a securities issue;
- drafting the resolution of an issuer’s authorised body for approval of the resolution for a securities issue, the report on the results of a securities issue and other required documents;
- drafting disclosure letters;
- drafting the issuer’s internal documents;
- drafting an informational memorandum on a securities issue;
- drafting the service agreements of a placement organiser;
- drafting the underwriting agreement;
- drafting the agreement with a depository;
- drafting the agreement with a special depository;
- drafting the agreement with an issuer’s management company;
- drafting other agreements and arrangements related to a securities issue;
- drafting the legal opinion on a securities issue.

• interaction with the transaction parties and government authorities:

- negotiations with a placement organiser and consultants thereof regarding transaction structure, the content of the issuing documents, information disclosure and other questions related to the securities issue;
- negotiations with credit rating agencies regarding the rating of the issuer’s securities;
- interaction with the government authorities on security markets in connection with the issuing documents and the issue-related disclosure.

Recent experience:

Lending

• advice to the creditor, a leading Chinese bank, in a transaction on the USD7.5 billion financing of the Asian Gas Pipeline;
• advice to a French bank in a transaction on the financing of the largest Kazakh uranium company;
• advice to the borrower companies in a transaction on the financing of JSC “Alliance Bank”;
• advice to the leading Chinese bank in a transaction on the financing of a Kazakh mining company;
• advice to EBRD regarding the questions of a guarantee issued by a Kazakh company in a transaction on the financing of a Kyrgyz beverage producing company;
• advice to EBRD on a syndicated loan to a Russian group of companies, as well as advising on the issues of a Kazakh company pledging its shares, movables and immovables;
• advice to a German bank in a transaction on the refinancing and guarantee terms of the debt of a Kazakh bank;
• advice to a Dutch bank on issues of applicable law and the means of disputes resolution in financing transactions;
• advice to a foreign creditor on issues of the assignment of facility agreement rights;
• advice to an Austrian bank in a transaction on the financing of a Russian company and issuing a guarantee by a Kazakh company;
• advice to the subsidiary company of a Swedish telecommunications operator in a financing transaction;
• advice to EBRD on issues related to the extension of pledge agreements’ terms in the financing transaction of a Kazakh company;
• advice to foreign creditors in a transaction on the refinancing of the largest Kazakh mining company and on an extension of its guarantee terms;
• advice to a Singaporean bank in the financing transaction of a company issuing a guarantee and on issues regarding a future receivables pledge;
• advice to Korean creditors in a transaction regarding the assignment of a facility agreement.

Eurobonds

• advising dealers and the trustee on a transaction of USD 3 billion, the Euro Medium Term Note Programme of Eurasian Natural Resources Corporation PLC, guaranteed by Kazakh guarantors.
• advising Alliance Oil (the issuer) and the Kazakh guarantor regarding a USD300 million Eurobonds issuance.

Publications:

• Kazakhstan Regulatory Issues: Practical Observations

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RATING

"The team is noted for its strength in banking and finance matters"

"The team has particular expertise in banking and finance"