Laura M. Brank

Partner

Practice Description

Representative Matters

Corporate/Joint Ventures

• Recently represented PepsiCo and the Pepsi Bottling Group in the US$1.4 billion acquisition of a 75.53 percent stake of Lebedyansky, Russia's leading juice producer, with about a third of the Russian market.
• Recently represented Kinross Gold Corporation in connection with the sale of its interest in Omolon Gold Mining Company and Omsukchansk Gold Mining Company in Russia.
• Recently represented Golden Telecom, Inc. (Golden Telecom) in connection with its US$4.2 billion acquisition by Vimpel-Communications (VimpelCom), marking the largest acquisition by a U.S. publicly listed Russian company of a U.S. public company.
• Represented Kinross Gold Corporation in connection with its US$3.1 billion acquisition and merger with Bema Gold Corporation, which included the acquisition of the Kupol and Julietta mines in Russia and spin-off of related assets, and with restructuring of a mining project finance facility for the Kupol mine; also, via its wholly-owned subsidiary, Kinam Magadan Gold, in connection with the sale of its shares in Omolon Gold Mining Company.
• Represented Golden Telecom, in connection with its acquisition of Corbina Telecom and Fortland Limited, as well as on a US$275 million syndicated loan and 144A private placement to finance, among other things, those transactions. Under the former agreement, Golden Telecom received a 51% ownership in Corbina Telecom in exchange for 8% of Golden Telecom’s common stock on a post-acquisition basis plus US$10 million in cash. Under the latter, Golden Telecom acquired a 65% interest in Fortland Limited for approximately US$51 million. Fortland owns 100% of Kolangon-Optim LLC, which holds licenses to offer digital television services in several of the largest cities of Russia and is expected to target other major Russian cities.
• Advised on the US$200 million share exchange transaction between Golden Telecom and affiliates of the Norwegian national operator, Telenor. Under this transaction, Golden Telecom acquired 100% of the shares of OAO Comincom, including its wholly owned subsidiary OAO Combellga, the third largest alternative operator in Russia, in exchange for 19.5% of Golden Telecom post-closing.
• Advised Golden Telecom in connection with its US$100 million acquisition of Sovintel, which involved, among other things, payment of the price in part through an issuance of new shares in Golden Telecom.
• Represented VimpelCom in its €341.9 million acquisition from Hellenic Telecommunications Organization of 90% of CJSC Armenia Telephone Company (Armentel).
• Represented Alfa Bank as agent and organizer of an auction to sell a 100% equity stake in OAO Taimyrenergo, the large power utility in Russia's Krasnoyarsk region, which was owned by RAO UES of Russia.
• Represented Holcim Auslandbeteiligungs GmbH, one of the largest suppliers of cement and aggregates in the world, and some of its Russian subsidiaries, in connection with a number of acquisitions of cement producers in Russia and Ukraine.
• Represented The Boeing Company in its US$60 million joint venture with VSMPO-Avisma, the world's largest titanium producer. Advised Boeing in all aspects of this joint venture including the establishment of the company and other related matters. Also represented Boeing in connection with the C-MAP group of companies and with the associated reorganization of its Russian entities, including with respect to employment matters.
• Represented a Russian gold company in connection with its acquisition of a majority stake in another Russian gold company, which also involved an assignment of indebtedness and guarantee arrangements by the sellers.
• Advised Gallaher Group with respect to its US$390 million acquisition of the Liggett-Ducat tobacco factory.
• Represented General Motors with respect to its US$350 million joint venture with AVTOVAZ, Russia’s largest automotive manufacturer.
• Represented European Bank for Reconstruction and Development (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 equity investments in numerous Russian entities, including Center-Invest Bank, HansaBank, Michelin Tyres, St. Gobain, Viz-Stahl, and Sky Express, among others.
• Represented International Finance Corporation (IFC) in connection with equity investments in numerous Russian entities, including RSB, Uralsib Bank, Delta Leasing, Toribank, Troika Dialog Investment and Volga.

Financing Transactions-Borrowers/Issuers

• Represented Astelit, a Ukrainian telecommunications company majority directly controlled by Turkish GSM operator Turkcell, in a US$540 million financing. The deal marked one of the largest private financings in Ukraine to date.
• Advised Turkcell with regard to a US$3 billion syndicated loan facility.
• Represented Astelit with respect to the build-out of its mobile network and three vendor financings in the amount of nearly US$300 million with Nokia, Ericsson and Sysdate, respectively.
• Advised Interpipe Group in connection with the financing and construction of a state-of-the-art electric-arc furnace steel smelting complex (EFSC) in Dnepropetrovsk, Eastern Ukraine, including negotiation of a US$187 million pre-export finance loan facility lead managed by Barclays Bank and Citibank; and an up to US$344.2 million financing lead arranged by Barclays Bank and Citibank, and guaranteed by SACE, the Italian export credit agency, related to the project to design and construct the EFSC.
• Represented Transneft, the Russian pipeline company, in connection with a US$250 million loan agreement with a syndicate of 19 Western banks. Also previously represented Transneft on its first syndicated loan facility in the amount of US$150 million, which was secured by ruble receivables.
• Represented OMZ in its debut on the international debt market by launching a US$30 million credit-linked notes program.

• Represented EBRD and IFC in a €100 million project financing of a flat glass manufacturing facility in Russia and advised on project completion and an additional related facility.
• Represented EBRD in connection with the €72 million project financing of ZAO Air Liquide-Severstal, a joint venture between Severstal, the Russian steel company, and Air Liquide, the major French industrial gas producer. The project comprised financing and construction of a plant to produce and supply industrial gas to Severstal for its steel manufacturing processes.
• Advised EBRD on a US$90 million project finance facility provided to Severgal, a joint venture company owned by Severstal, the large Russian steel company, and Arcelor, the large French steel company, and subsequently worked on the restructuring of the loan following Arcelor's withdrawal from the company.
• Represented EBRD and ING Bank in a US$60 million financing of an iron ore mine in Russia, which was supported by off-take arrangements and secured by an offshore collateral account.
• Represented EBRD in connection with a US$50 million syndicated loan to Kazkommertsbank, the largest bank in Kazakhstan in terms of assets and equity.
• Acted for IFC/EBRD as purchasers of mezzanine debt in connection with securitization of assets (consumer loans) of Russian Standard Bank. IFC/EBRD purchased €70 million notes. The aggregate amount of the notes was €300 million.
• Represented ABB Export Bank with respect to a US$43 million syndicated loan facility provided to a CIS oil and gas company.
• Advised both Goldman Sachs and Morgan Stanley on swaps, hedging transactions and other matters requiring compliance with Russian banking transactions.

Real Estate

• Advised Hyatt International (Europe, Africa, Middle East) on several hotel projects throughout Russia, including Moscow, Yekaterinburg and Rostov-on-Don. Also represented Hyatt International Ltd. in connection with the construction and project financing of Hyatt hotels in Ukraine and other countries in the CIS.
• Represented one of the subsidiaries of Africa Israel in connection with preparation of the design-build contract with Enka relating to a US$200 million project to build a traffic interchange, underground parking and a shopping complex in Central Moscow.
• Acted for ZAO Raiffeisenbank Austria in a US$67 million multicurrency secured loan from ZAO Raiffeisenbank Austria to Downtown Development B.V. to refinance the construction of Znamenka Business Center in Moscow.
• Represented ZAO Raiffeisenbank Austria on a US$43 million syndicated loan to a Russian developer to finance the construction of an office complex in Moscow.
• Represented IFC in a US$65 million financing of the acquisition by Orient Express Hotels of a 93.5% stake in St. Petersburg’s historical Grand Hotel Europe, the largest property acquisition in Russia and the first acquisition financing by IFC in Russia.
• Represented IFC with respect to several tranches of loans to a major supermarket chain to finance the construction of four hypermarkets and numerous supermarkets in Russia.

Honors

Publications

Ms. Brank has written numerous articles on foreign investment and commercial developments in the former Soviet Union, for such publications as Euromoney, Russian Investment Review, law.com and Project Finance International. Ms. Brank has edited Chadbourne’s client-focussed newsletter, CIS Legal NewsWire or CIS and Central Europe Legal NewsWire, since 2001.
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Speeches and Events

Ms. Brank is a frequent lecturer on legal issues in the CIS, and has spoken at numerous conferences across Russia, Europe and the United States.