9 July 2019

The first placement of bonds of a private Belarusian company in Russia

LECAP advises on the debut placement of RUB 5 billion bonds by Eurotorg, the largest Belarusian food retailer. The deal structure involves Russian SPV and is the first placement of bonds issued by a private Belarusian company in the Russian market.

The company placed 5-year unsecured bonds in the volume of 5 billion rubles with a coupon rate of 10.95%. The actual issuer of the bonds is an SPV — Retail Bel Finance LLC, the management of which was transferred to a professional management company.

This is the second example of using such a structure to provide a foreign company with access to the Russian market, following the 2017 case of bonds issued by KTZh Finance, a Russian subsidiary of the Kazakhstan state-owned railroad company KTZh. Unlike the KTZh Finance case, this deal involved a truly orphan SPV. Additional credit enhancement was also provided by an offer granted by the Belorussian entity in favour of holders of the Russian bonds.

LECAP acted as legal advisor for the transaction. In particular, LECAP participated in the structuring of the transaction, development and approval of all documentation on the transaction, including the text of the public offer on behalf of Eurotorg LLC. Our project team included: Elizaveta Turbina, partner, Kirill Postavnin, associate, and Ilya Rynenkov, associate. 

LCPIS acts as bondholders' representative (since July 1, 2016, bondholders' representative is mandatory for all secured issues, including surety).