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 their consultants 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 a creditor, a leading Chinese bank, on the transaction of a USD 7.5 billion financing of the Asian Gas Pipeline;
advice to EBRD in relation to a KZT 3.1 billion financing for AES Sogrinskaya TETS LLP for the purpose of equipment modernisation;
advice to EBRD in relation to the financing of a drilling company;
advice to EBRD in relation to a bank guarantee agreement between EBRD and a Kazakh subsidiary of a large Russian bank;
advice to EBRD in relation to the financing of RTS Decaux JSC, a telecommunication and media company;
advice to EBRD in relation to the financing of a Kazakh chemical company for the purposes of plant construction;
advice to EBRD regarding its questions relating to 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 including advice on the issues of a Kazakh company pledging its shares, movable and immovable property;
advice to International Financial Corporation on its transaction of financing of a Kyrgyz trade company, including advice relating to guarantees issued by Kazakh individuals;
advice to International Financial Corporation on the refinancing of a developing company;
advice to two large Kazakh banks on a syndicated loan facility to a Kazakh mineral fertilizer producer, including a pledge of movable and immovable property;
advice to a French bank on the financing of a large metallurgic company;
advice to a French bank on a financing transaction relating to the largest uranium company in Kazakhstan;
advice to the companies - borrowers in the transaction on the financing of JSC “Alliance Bank”;
advice to a leading Chinese bank on the financing transaction of a Kazakh mining company;
advice to a US fund on the financing of a Kazakh microcredit organisation;
advice to a syndicate of banks in relation to the pledge provided by a group of Kazakh agricultural companies, including the review of pledge receipts, land plots pledges and guarantees issued by the group of companies;
advice to a Kazakh subsidiary of a large Scottish bank in relation to a pledge of grain and agricultural equipment;
advice to a Dutch bank in relation to the provisions and release of grain pledge, registration of grain pledge agreements;
advice to a large Bahraini bank in relation to the financial liabilities of its Kazakh subsidiary;
advice to a large Scottish bank on the financing of an oil company;
advice to a Dutch bank on issues relating to applicable laws and the means of dispute resolution in financing transactions;
advice to a German bank on a refinancing transaction and guarantee terms of the debt of a Kazakh bank;
advice to a foreign creditor on issues on the assignment of facility agreement rights;
advice to an Austrian bank on the financing transaction of a Russian company and issuing a guarantee by a Kazakh company;
advice to a Swedish telecommunications operator’s subsidiary company on its financing transaction;
advice to foreign creditors on a transaction relating to the refinancing of a large Kazakh mining company as well as an extension of its guarantee terms;
advice to a Singaporean bank on the financing transaction of a company issuing a guarantee as well as issues regarding a future receivables pledge;
advice to Korean creditors on a transaction relating to the assignment of a facility agreement;
drafting Intercreditor Agreements on a transaction relating to the producers' financing of appliances;
advice to a syndicate of banks on the financing of a foreign company, including a pledge of shares and bank account by affiliated companies – residents of the Republic of Kazakhstan; and
advice to a French Bank on the financing of a transport company, including a pledge of railway cars.

Eurobonds

advising dealers and a trustee on a USD 3 billion transaction on the Euro Medium Term Note Programme of Eurasian Natural Resources Corporation PLC, guaranteed by Kazakh guarantors;
advising Alliance Oil (the issuer) and a Kazakh guarantor regarding a USD 300 million Eurobonds issuance;
advice to an international investment company on the seniority of bonds; and
advice to EBRD on the legal and regulatory framework of debt capital market in the Republic of Kazakhstan including continued recommendations on the development and amendment of legislation.

Publications:

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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”

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Debt Capital Markets