Michael Malinovskiy

Partner

T: +7 495 122 05 17
E: mihael.malinovskiy@lecap.ru


Areas of expertise
  • equity capital markets
  • debt capital markets
  • debt restructuring
  • structured debt
  • M&A
  • venture capital
  • derivatives
Experience

Michael advises bulge bracket banks, corporates and private equity funds. He is a member of the Russian Central Bank Expert Council on Securitisation, a member of the  Russian Central Bank Expert Council on Long-Term Investments, and a member of the SRO NFA (Self-Regulatory Organisation "National Finance Association") Committee on Financial Markets Legislation 



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Sources say: Michael is a problem solver; his bright mind is able to find the most unexpected solutions to what seems to be a deadlock. His approach is always pragmatic

Chambers Europe 2017: Capital Markets

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Equity Capital Markets

Michael represented issuers in 20 public offerings and over 40 private placements in the domestic and international markets.

His recent experience includes advising on:

  • advising on RUB 3.5 billion IPO of shares of GLOBALTRUCK MANAGEMENT on the Moscow Exchange

  • RUB 32.4 billion IPO of shares of RussNeft on the Moscow Exchange – the first IPO of a Russian oil company in ten years

  • RUB 11.7 billion IPO of shares of FUTURE Financial Group on the Moscow Exchange – the first IPO of shares of non-state pension funds in the history of Russian securities market

  • RUB 3.274 billion IPO of shares of Europlan on the Moscow Exchange, as well as on subsequent RUB 15 billion SPO

  • RUB 9.028 billion IPO of shares of Research and Production Corporation "United Wagon Company" on the Moscow Exchange, as well as on two subsequent SPOs for a total amount of RUB 6.9 billion

  • RUB 3.7 billion IPO of shares of Novorossiysk Grain Plant on the Moscow Exchange



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Michael Malinovskiy is ‘an extremely smart lawyer with a clear and pragmatic view’

The Legal 500 2017: Capital Markets




Debt Capital Markets

Michael's extensive experience in debt capital markets includes advising issuers on over 100 bond issuances, including exchange-traded bonds, Eurobonds, structured bonds, and subordinated debt instruments, and designing credit enhancement mechanics for a number of such issuances. In addition to that, Michael has exceptional experience in placement of securities of foreign issuers in Russia. He also advises major banks on Russian law matters relating to domestic securitisations of mortgage loans.

His recent experience includes:

  • advising KTZ, Kazakhstan national railway operator, on the debut Russian bond issuance of KTZ's SPV (KTZ Finance LLC) secured by a suretyship from KTZ — it is the first parallel placement of Russian corporate bonds in two jurisdictions and a landmark deal paving the way to the Russian market for other CIS issuers looking for a new platform for raising debt capital ("Best Foreign Issuer Deal", Cbonds Awards 2017)

  • advising on securitisation of receivables arising from the services rendered under a long-term locomotive maintenance services agreement between the originator (TMH Service LLC) and its customer — the first Russian law regulated securitisation of receivables due from a single debtor

  • advising “Tele2 - St. Petersburg” on the unique project of putting Series 04 and 05 bonds back into circulation – it is for the first time in Russian market practice that previously established coupon rates have been changed on bonds redeemed by the issuer in full

  • providing legal support in relation to admission of bonds of a foreign issuer, SovCom Capital D.A.C., to public trading in the Russian Federation. The notes were intended for qualified investors only – which is the first example of such admission in the Russian market and experience of the Moscow Exchange

  • advising RUB 10 billion structured bonds issue. S&P Global Ratings assigned its 'BBp' credit rating to the issue

  • advising on the buyback of Series 03 bonds issued in Russia by the IFC, including structuring down payment and calculation of additional interest linked to a complex formula targeting Russian inflation rate

  • advising on RUB 4 billion issuance of Series 02 covered bonds by JSC "UniCredit Bank"

Debt Restructuring

Michael advised on over 15 restructurings of public debt including those using foreign financial instruments such as LPNs and CLNs.

His experience in restructuring public debt under new Russian legislation includes providing full legal support in relation to:

  • restructuring of Geotech Seismic Services Series 01 bonds ("Restructuring of the Year", Cbonds Awards 2016)

  • restructuring of two series of exchange-traded bonds by PJSC "Far Eastern Shipping Company"

  • restructuring of a number of corporate bond issuances (Series 13–14, Series 17–19 and Series 04) by PJSC "Mechel" for a total amount of RUB 30 billion, including assistance in holding the general meetings of bondholders ("Restructuring of the Year", Cbonds Awards 2015 – "Mechel, 13")

Corporate/M&A

Michael has a strong background in acquisitions of assets in Russia by Russian and foreign clients (including via optional/mandatory tender offers), large-scale corporate reorganisations, mergers and joint ventures.

His experience includes:

  • deal structuring and providing legal advice on corporate reorganisations via spin-off and concurrent merger of JSC "Business Real Estate", JSC "Leader Invest", JSC "Rent-Real Estate" (JSFC "Sistema" group companies)

  • advising PIK Group of Companies, a leading Russian developer, on mandatory offer to shareholders of a public joint-stock company

  • advising Europlan, a leading Russian leasing company, on corporate restructuring of a holding of financial assets via spin-off of leasing business into a separate entity

  • advising Tele2 on acquisition of shares of a subsidiary JSC from ‘missing’ minority shareholders resulting in consolidation of 100% of shares of a JSC

  • providing complex assistance in a number of joint venture projects, including JSC "United Petrochemical Company" and LLC "Financial Alliance", and establishment of a number of companies with the participation of Sberbank’s investment divisions

Private Equity

Michael regularly advises Russian and foreign PE funds on various aspects of their activity, including LBO and venture capital projects in Russia and abroad.

His recent experience includes advising:

  • providing full legal support in relation to acquisition of investment units in a real estate CEIF

  • drafting a set of documents for Sistema Venture Capital in connection with attracting minority investors – a unique transaction setting up a commonly used fund structure on the basis of a Russian LLC with buyout options, complex funding/cash call mechanics and multiple minority investors

  • advising a VC fund on attracting investments by a microlending platform, including drafting full set of financing and legal documents, as well as resolving of a corporate dispute between the shareholders

  • advising a VC fund on attracting investments by an e-payment system, including developing efficient holding structure and drafting of the full set of the transaction documents

  • advising Control Leasing on attracting a strategic investor, including drafting and negotiating of SHA and advising on matters related to attracting financing



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Michael Malinovskiy is ‘able to make practical decisions quickly’

The Legal 500 2017: Commercial, Corporate and M&A




Education
  • Raising Capital, Cambridge General Management Certificate (2014)

  • Institute of Legislation and Comparative Law under the Government of the Russian Federation (postgraduate course, 2011)

  • Russian School of Private Law (2009)

  • Kutafin Moscow State Law University (2008, with honours)

Michael speaks Russian, English and French.


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