Business Restructuring

WHAT WE DO/ SPECIFIC AREAS OF FOCUS

Sooner or later, most businesses need to implement structural changes. The drivers are numerous: to reduce administrative costs and boost operating tax efficiency, or to legalise a de-facto governance model, or to respond to the needs of a new shareholder or outside lenders, or to structure assets acquired occasionally through previous M&A deals. Whatever the reasoning, the ultimate goal for business owners and management is always to maximise cost effectiveness, whether in their use of assets, design of processes, or management decision-making and execution.

IFLR 2020

A comprehensive service. Appreciated the attention to detail of the team working on the deal, as well as timely responses on any queries we had.

Corporate restructuring is one of the most popular and effective tools for addressing the diverse challenges stemming from business growth or the need to manage external influences better. It mitigates commercial and legal risks, streamlines corporate governance and enhances profitability and investment appeal. Restructurings may focus on specific processes or assets or affect all the company’s business lines and units.

A project team will be built up around a specific objective, target model and the nature of the contemplated restructuring. It requires management commitment and an understanding of the commercial intricacies involved in restructuring; what is more, a relevant legal and technical toolkit is always needed. So, to make your project a success, it is crucial to engage the right legal counsel for designing, supporting and putting into action a concept closely tailored to the purpose of the restructuring. Alongside knowledge of relevant laws and enforcement trends, such counsel should also have extensive hands-on experience and project team liaison skills. In some cases, they should be able to lead the team and manage the restructuring process on the client’s behalf.

The Legal 500 2019

Bryan Cave Leighton Paisner (Russia) LLP’s team handles complex restructuring mandates, often in multiple jurisdictions, as well as bankruptcy proceedings for domestic and international clients.

Experience

Business Restructuring

HeadHunter Group PLC

We have been advising HeadHunter Group PLC (the leading online recruitment platform in Russia and the CIS focused on providing comprehensive talent acquisition services) on various tax issues related to the group restructuring, while the company was engaged in the IPO process, including relocation to Russia in terms of effective management and tax residence status obtained by foreign companies, advice on various intragroup financing and profit repatriation issues, employee option plan taxation.

VEB.RF

Advised VEB.RF on restructuring the debt of Ford/Sollers JV companies provided for the purposes of modernising production facilities in Naberezhnye Chelny, Elabuga and Vsevolzhsk and building an engine production plant. The project included a full update of the security package in various jurisdictions.

Genser Group

Advising Genser Group and their restructuring agent Sberbank Investment on complex restructuring of all external financial indebtedness of the Genser Group provided by the following banks: Sberbank, VTB, Promsvyazbank, Svyazbank, Bank Soyuz, Moscow Credit Bank, Bank Rossiyskiy Capital and Belgorodsotsbank.

European Bank for Reconstruction and Development (EBRD)

Advised the European Bank for Reconstruction and Development (EBRD) on its finance projects in Russia, including restructuring a USD 30 m convertible loan to a major international software vendor.

Sheremetyevo International Airport

Advised Sheremetyevo International Airport (Moscow) on restructuring USD 222 m syndicated facility for terminal reconstruction purposes, covering: financing, loan collateral, antimonopoly regulation, public tenders, construction, lease and infrastructure.

X5 Retail Group NV

Advised X5 Retail Group NV listed in London on tax and corporate aspects of cross-border restructuring of the group’s IP and real estate assets. The advice covered multi-jurisdictional issues (including the respective domestic laws of a number of European jurisdictions) and the possible implications from the Russian law and case law standpoint.

Rusklimat Group

Providing comprehensive legal and tax advisory support to Rusklimat Group, the biggest Russian manufacturer and importer of climate control equipment, in relation to its programme for restructuring the Group’s business units and divisions. This programme is designed to optimise the distribution network structure and raise the Group’s attractiveness to investors.

Great Wall Motors

We are representing this Chinese company in a dissolved debtor’s bankruptcy. The bankruptcy is complicated since no assets were transferred to entities actually affiliated with the debtor, so its assets are yet to be found.

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Business Restructuring