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

Her experience includes bank lending, debt restructuring, and debt capital markets. She is dual-qualified, Russia and England.

She is particularly noted for her work for emerging markets clients.

Polina joined the firm in 2007 and became a partner in 2013. Prior to joining Cleary, she worked at another international law firm and as a legal counsel at a large Russian metals and mining company.

Notable Experiences

Debt Finance – Russia and CIS

  • UC Rusal in its $1.085 billion sustainability-linked aluminum pre-export finance term facility – the first-ever sustainability-linked syndicated facility arranged by international commercial banks in Russia, and one of the first facilities of its kind in the world.

  • UC Rusal in various other financings, including:

    • A $2 billion aluminum pre-export finance term facility used to fully refinance Rusal’s US$4.75 billion and US$400 million aluminum pre-export finance term facilities, on which Polina also previously advised.
    • A US$4.5 billion acquisition financing for the purposes of acquiring 25% stake in Norilsk Nickel and its refinancings.
  • Eurasian Resources Group in a series of multibillion-dollar financing transactions over a number of years.

  • Ilim Group in various financings including an up to US$1 billion syndicated facility with a number of international and Russian lenders.

  • Russian Railways in various loan financings including a “green” financing from the New Development Bank.

  • PJSC Nizhnekamskneftekhim in two separate export credit agency covered financings totaling over €1 billion to construct a new ethylene plant and a new gas turbine power plant.

  • TPG in the acquisition financing of a 17.5% indirect economic stake in FESCO and a related shareholders arrangement with Summa group, FESCO’s principal shareholder and one of Russia’s leading diversified holding companies.

  • Rosneft in the acquisition financing in connection with its $55 billion acquisition of TNK-BP, Russia’s third-largest oil company, making Rosneft the world’s largest publicly traded oil and gas producer.

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

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Debt Finance – MENA

  • Qatar Investment Authority (QIA) in its $450 million investment in Adani Electricity Mumbai Limited (AEML) from Adani Transmission Limited and for a shareholder subordinated debt investment by QIA in AEML.

  • Qatar Investment Authority in the €10.2 billion purchase from Rosneftegaz of a 19.5% stake in Rosneft, the largest privatization sale in the history of the Russian Federation, including financings to the purchasing consortium formed by QIA and Glencore, and QIA’s subsequently taking direct ownership of an 18.93% stake.

  • 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 to acquire Nestlé Skin Health from Nestlé S.A. for an enterprise value of CHF 10.2 billion and related financing.

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

  • Bahrain Mumtalakat Holding Company on various financing and refinancing matters relating to its investment in Gulf Air, including the aircraft acquisition financing.

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Debt Restructuring

  • UC Rusal in its $5.15 billion financial restructuring, involving amendments to its $4.75 billion and $400 million aluminum PXFs, including through schemes of arrangement in England and Jersey.

  • UC Rusal in the comprehensive financial restructuring of its debt of $16.8 billion, the largest-ever restructuring of a company with main operations in Russia and the CIS.

  • FESCO on a comprehensive restructuring of its indebtedness under two series of listed U.S. dollar-denominated eurobonds, two series of rouble-denominated bonds, and certain bilateral facilities; and previously on funding its bond buyback through a structured derivative transaction.

  • Eurasian Resources Group in its $6.85 billion complex debt restructuring involving parallel negotiations with two lender groups with bifurcated terms, including different security and covenant packages.

  • Oman Investment Fund, the Omani sovereign wealth fund, as senior creditor in connection with the restructuring of Blue City, the $15 billion megacity project in the Sultanate of Oman.

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Capital Markets

  • Russian Railways in relation to various debt issuances, including issuance by RZD Capital Plc of its CHF 500 million dual-tranche senior LPNs and in its RUB 20 billion eurobond offering, listed on Euronext Dublin.

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

  • UC RUSAL in its debut Reg S/Rule 144A $600 million eurobond and two subsequent bond issuances, as well as consent solicitations thereunder.

  • UC RUSAL in its approximately $2.2 billion Hong Kong-listed IPO and simultaneous listing on the professional compartment of Euronext Paris.

  • FESCO and its private-equity sponsors, Summa Group and TPG Capital, in an $800 million Reg S/Rule 144A dual-tranche high-yield senior secured notes offering and subsequent $75 million reopening.

  • Sistema in a $500 million Reg S/Rule 144A senior secured eurobond loan participation notes offering.

  • Cherkizovo Group, Russia’s largest sausage-maker and a leading poultry producer, in its $70.77 million share offering.

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

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