Jennifer Handz

Partner

Practice Description

Representative Matters

Financing Transactions – Lenders

• Currently advising EBRD on its proposed EUR330 million financing of the construction and operation of a sea container port in Russia.
• Recently advised EBRD with respect to its long-term syndicated loan facility of up to EUR350 million to be made available to SeverStal, one of Russia’s largest vertically integrated producers of flat steel products, for energy efficiency purposes.
• Represented EBRD in connection with a $90 million syndicated financing to Rosneft, a Russian oil company, involving consideration of the World Bank negative pledge.
• Recently represented a syndicate of banks in connection with an approximately EUR60 million loan to a Ukrainian borrower to construct and develop a shopping centre in Ukraine.
• Currently advising EBRD on a limited recourse financing of the construction of a greenfield glass packaging plant in Krasnodar, Russia with a secured loan to the Russian borrower and an investment of up to EUR15 million in the equity of an offshore SPV as the holding company for the Russian borrower.
• Currently acting for EBRD in connection with its RUB3.5 billion loan to two Russian borrowers to modernize, upgrade and expand Fazer Bakeries’ operations in Russia.
• Represented EBRD on its up to $40 million loan to OJSC Autocrane, a leading Russian machine building plant, and the Phase II restructuring of Autocrane in Russia.
• Represented EBRD in connection with a $190 million syndicated financing by EBRD to Russian steel company Chelyabinsk Tube Rolling Plant (one of the largest financings by EBRD at the time) to acquire another steel company, involving seven jurisdictions, complex corporate structuring and security package.
• Represented EBRD in connection with a RUB1 billion syndicated loan agreement to Center-InvestBank in Rostov-on-Don, Russia, for on-lending to eligible lenders for mortgage sub-loans, energy efficiency sub-loans and SME sub-loans.
• Acted for EBRD on a $20million syndicated loan to NBD Bank, Nizhny Novgorod, Russia, for on-lending to enterprises, including trade finance and micro, small and medium-sized loans.
• Currently acting for a Western European development finance institution in connection with a $50 million subordinated loan to a Russian financial institution.
• Acting for two Western European development finance institutions in connection with a Tier 2 loan to a Russian bank.
• Represented EBRD in connection with a EUR255 million loan to the Kazakhstan Electric Grid Operating Company (KEGOC) for the purpose of financing the second phase of the modernization of KEGOC’s substations and high-voltage equipment.
• Currently acting as English and Kazakhstan counsel to EBRD in connection with its $32 million loan to (and $10 million equity investment in) Balykshy for the purpose of financing a marine support and supply base in the Bay of Bautino in Kazakhstan's portion of the Caspian Sea.
• Represented EBRD in connection with its up to $30 million loan to PavlodarEnergo in Kazakhstan to upgrade its CHP-3 coal fired combined heat and power plant to improve efficiency and help address the growing demand in the Pavlodar region in North East Kazakhstan.
• Represented EBRD in connection with a $42 million secured loan to Karcement in Kazakhstan, to finance the introduction of dry-line cement production at the Karaganda cement plant, where we are responsible for drafting the security documentation.
• Represented EBRD in connection with a $300 million syndicated loan to Kazkommertsbank for the development of mortgage lending in Kazakhstan and the diversification of the Kazakh economy funding enterprises that are not engaged in the construction or oil and gas sectors.
• Represented EBRD in connection with a $650 million syndicated financing to Polish Telecommunications Company, with EBRD as one of the lead arrangers, involving more than 20 banks.
• Represented EBRD in connection with a local currency funding (the first to be done by EBRD) to a Polish municipality for the purposes of implementing a water supply and sewerage services program. Also the first instance of EBRD accepting a project support agreement rather than a city guarantee.
• Represented EBRD in connection with the $68 million refinancing of a Ukrainian glass manufacturer, the majority having recently been acquired by a Swiss sponsor, involving release of existing security and replacement by sponsor guarantee.
• Represented ZAO Raiffeisenbank Austria in its $55 million loan to Tverskaya Finance BV to finance the Romanov Dvor complex in downtown Moscow.

Financing Transactions – Borrowers

• Advised Turkcell on the successful conclusion of a $3 billion unsecured syndicated term loan facility with a group of banks. The deal was the largest unsecured syndicated loan facility closed by a single corporation in Turkey.
• Represented Astelit, a Ukrainian telecommunications company majority directly controlled by Turkish GSM operator Turkcell, in the restructuring of its $390 million credit facilities. The restructuring involved a Dutch entity.
• Assisted with the representation of Kinross Gold Corporation in connection with consent waivers and amendments to a $450 project finance facility with a syndicate of lenders, subordinated lenders and hedging counterparties for the Kupol project, part of the $3.1 billion acquisition of Bema Gold Corporation.
• Represented Turgai Petroleum, a Kazakh oil and gas company, in connection with a $250 million, pre-export financing facility made available by a syndicate of banks led by BNP Paribas and Citibank.

Equity Investments

• Represented EBRD in its acquisition of a 20% stake valued at $10 million in Sky Express, Russia's first low-cost airline and a further capital increase in the company.
• Represented EBRD in connection with its acquisition of a minority equity stake in TGK-9, a regional generating company powering some of Russia’s key industrial areas.
• Represented EBRD in connection with both its equity investment in - and proposed exit from its equity investment in - OAO Ural Transport Bank.
• Represented EBRD and IFC in connection with their acquisition of 25% plus one vote in the Vladivostok-registered Primsotsbank, the third largest regional bank in the Russian Far East.
• Represented EBRD in connection with equity investments in other Russian entities, including Center-Invest Bank, HansaBank and KMB Bank.
• Represented EBRD in connection with its equity investment in a group of approximately 20 companies via a Cyprus entity for the purposes of developing office and shopping complexes in several jurisdictions including Hungary and Slovakia. The sponsors included a Hungarian entrepreneur, TrizecHahn (a Canadian property company), and AIG, a U.S. fund.

Other

• Currently advising Eurasian Development Bank in connection with pro-forma loan and security documents under English, Russian and Kazakh law.
• Advised Telstra, an Australian telecommunications company, on its additional $40 million investment in a joint venture/business co-operation contract with the state-owned Vietnam Post and Telecommunications (total investment $37 million) to further expand the domestic and international telephone network.
• Advised Telstra on its proposed new joint venture/business co-operation contract with Vietnam Post and Telecommunications to invest approximately $350 million to install, together with Siemens, a fixed telephone network in West Ho Chi Minh City.