Polina Lyadnova’s practice focuses on a broad range of cross-border debt transactions at various levels of capital structure.

Her experience ranges from complex and transformational assignments to innovative middle-market transactions and covers debt restructuring, bank financing, and debt capital markets. She is dual-qualified in Russia and England.

Polina is particularly noted for her work for emerging markets clients. She is a co-editor and contributor to Cleary Gottlieb’s Emerging Markets Restructuring Journal, which analyzes new laws and their practical applications from emerging markets across the globe.

Her broad-based experience also includes advising clients on EU, UK, and other economic sanctions laws and regulations. She is a co-author of Cleary’s Trade Watch providing regular updates on sanctions developments.

Polina plays an active role in the firm’s Diversity, Equity, and Inclusion initiatives, leading the London office’s Women’s Working Group Committee and serving as a member of the London DE&I, ESG, and Pro Bono committees. She was recognized in 2020 by LegalWeek as a Women, Influence & Power in Law (WIPL) honoree, named one of IFLR1000’s Women Leaders for 2021 and 2022, and shortlisted for Euromoney’s European Women in Business Law Awards in 2014.

She also plays a significant role in the Firm’s innovation efforts.

In 2015, Financial News recognized Polina as one of its “40 under 40 Rising Stars” in Legal Services. She has also been recognized for her acquisition finance expertise by The Legal 500 and as a leading restructuring and banking lawyer in both the UK and Russia by Chambers and Partners.

Polina joined the firm in 2007 and became a partner in 2013. She combines a deep understanding of her field with broad sector knowledge, having previously worked as a legal counsel at a large metals and mining company.

Notable Experience

Debt Restructuring

  • Garuda Indonesia, the Indonesian national air-carrier, and its subsidiaries in a restructuring of its bank loan, bond, and indebtedness

  • A large metals and mining company in numerous financing, capital markets, and restructuring transactions, including its $2 billion PXF, $16.8 billion financial restructuring, $5.15 billion financial restructuring, and inaugural $600 million and follow-on Eurobonds

  • Eurasian Resources Group in a series of multibillion-dollar financing transactions over a number of years, including its $5.2 billion dual-track debt refinancing and its $6.85 billion complex debt restructuring

  • A major logistics and transportation company in its comprehensive approximately $1 billion debt restructuring implemented partially through an English scheme of arrangement, including restructuring of its Eurobonds, bank debt, and Ruble bonds; and previously on funding its bond buyback through a structured derivative transaction

  • A Middle Eastern SWF, as senior creditor, in connection with the restructuring of Blue City, the $15 billion megacity project

  • KBBO Group, an Abu Dhabi-based investment company, in the restructuring of its more than $1.5 billion in debt, after facing significant challenges due to COVID-19

  • A prominent emerging and frontier markets investment bank in various debt and restructuring matters

  • A number of distressed fund investors on various emerging market restructuring matters

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Debt Finance and Capital Markets

  • A Middle Eastern SWF in its $450 million investment in Adani Electricity Mumbai Limited (AEML) from Adani Transmission Limited and for a shareholder subordinated debt investment in AEML

  • A Middle Eastern SWF in the €10.2 billion purchase of a 19.5% stake in one of the world’s largest oil companies, including financings to the purchasing consortium formed by the SWF and an Anglo-Swiss multinational commodity trading and mining company and the SWF’s subsequent direct ownership takeover of a substantial minority stake

  • A leading UAE SWF, in connection with its participation in a consortium with EQT Fund Management S.à.r.l. and other renowned institutional investors, in exclusive negotiations and related financing to acquire Nestlé Skin Health from Nestlé S.A. for an enterprise value of CHF10.2 billion

  • A large metals and mining company in its $1.085 billion sustainability-linked aluminum pre-export finance term facility, one of the first facilities of its kind in the world

  • The Ministry of Oil of the Republic of Iraq on various financing options related to the construction of the Karbala refinery

  • A Middle Eastern SWF on various financing and refinancing matters relating to its investment in Gulf Air, including the aircraft acquisition financing

  • One of the largest petrochemical companies in Europe in two separate export credit agency-covered financings of more than €1 billion to construct a new ethylene plant and a new gas turbine power plant

  • A large pulp and paper manufacturing company in various financings, including an up-to-$1 billion syndicated facility with a number of international lenders

  • Celsa Group UK in an emergency financing provided by the UK Government Department for Business, Energy & Industrial Strategy as well as amendments to the group’s existing term loan and ABL facilities

  • Morgan Stanley in its role as arranger and lender in a MXN$500 million senior secured guaranteed term loan facility for Alpha Capital S.A.S., a Colombian subsidiary of Alpha Holding, S.A. de C.V.

  • Iberian Minerals in the refinancing of its $100 million revolving credit facility and extension of additional project financing arrangements as well as subsequent debt push down

  • MATSA (Trafigura’s JV with Mubadala) on its financings, including project financing for their Spanish mines and eventual sale of MATSA by the JV

  • TPG in the acquisition financing of a 17.5% indirect economic stake in a major logistics and transportation company and a related shareholders’ arrangement with a diversified private holding with significant investments in port logistics, engineering, and construction

  • A large transportation company in various loan financings, including a “green” financing from the New Development Bank

  • One of the world’s largest oil companies in the financing of its $55 billion acquisition of another major oil company

  • One of the world’s largest oil companies in the financing of its $27 billion acquisition of a 50% stake in another major oil company and ECA covered financings

  • Tele2 in financial matters related to a joint venture with Altel combining the operations of the third- and fourth-largest mobile operators in Kazakhstan

  • A leading retail chain in a ₽10 billion unsecured financing extended by a leading global financial institution

  • ERG in connection with a €180 million prepayment agreement facility entered into by JSC Kazakhstan Aluminum Smelter, a member of the ERG group

  • A major logistics and transportation company and its private-equity sponsors in an $800 million Reg S/Rule 144A dual-tranche high yield senior secured notes offering and subsequent $75 million reopening

  • A major logistics and transportation company on funding its bond buyback through a structured derivative transaction

  • A large transportation company in relation to various debt issuances

  • Loxam in its €250 million high-yield notes offering and €300 million high-yield notes redemption

  • A large metals and mining company in its debut Reg S/Rule 144A $600 million Eurobond and two subsequent bond issuances, as well as consent solicitations thereunder

  • A large metals and mining company in its approximately $2.2 billion Hong Kong-listed IPO and simultaneous listing on the professional compartment of Euronext Paris

  • Citigroup Global Markets as underwriter in a $1.26 billion DECS offering by a Cayman special purpose vehicle, exchangeable for American Depositary Receipts of a major oil company

  • A leading meat manufacturer in its $70.77 million share offering

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  • Various banks, financial institutions, and commercial companies in relation to complex cross-border sanctions issues, providing sophisticated and client-specific strategic advice on finance and capital transactions and banking regulatory issues

  • Various international companies with significant operations in Russia on assessing potential risks associated with particular contracts, relationships, and counterparts in light of recent UK and EU sanctions and restrictive measures

  • Numerous funds and other clients from the tech, telecom, finance, energy and natural resources, metals and mining, consumer, transport, and logistics industries, both in the context of transactional work and stand-alone sanctions advisory work

  • Various clients on sanctions issues arising in connection with the project financing of infrastructure-related projects across the UK, EU, and non-EU jurisdictions

  • A number of financial institutions and SWFs in connection with sanctions policies related to their investments in emerging markets

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