TCS Finance Limited in $250 Million Loan Participation Note Offering

September 14, 2012

Cleary Gottlieb represented Citigroup, J.P. Morgan and Alfa Capital Markets, the lead managers, in connection with the offering of $250 million 10.75% loan participation notes due 2015 issued by TCS Finance Limited. The notes were issued to finance a loan to TCS Bank guaranteed by TCS Bank’s parent entity, Egidaco Investments PLC.

The offering was structured as a Regulation S offering of loan participation notes and it priced on September 14. The notes were admitted to trading on the Main Securities Market of the Irish Stock Exchange.

TCS Bank is a Russian bank providing consumer banking products and services to customers in the Russian Federation, primarily credit card loans and retail deposits. It had in 2011 the fourth largest credit card loan portfolio in the Russian Federation. TCS offers its credit cards through a non-branch-based customer acquisition model, primarily through the Internet (both for online credit card applications and the acquisition of retail deposit customers) and direct mail.