Yulia A. Solomakhina’s practice focuses on corporate and financial transactions, particularly capital markets, mergers and acquisitions, and cross-border transactions involving businesses in Russia.

She also has extensive experience in Russian regulatory matters, including antitrust and foreign strategic investments law matters.

Yulia joined the firm as an associate in 2002 after working as a stagiaire at Cleary from 2000 to 2001, and became a partner in 2011.

Notable Experience

M&A and Joint Ventures, counsel to:

  • MegaFon, a leading Russian integrated telecommunications operator, in:

    • its $2 billion joint venture with Alibaba Group, Mail.ru Group, and RDIF to create a new Russian and CIS market leader in social commerce.
    • its joint venture with JSC Gazprombank, Rostec Corporation, and USM Holdings established to develop digital services and implement projects in the digital economy.
    • its $740 million acquisition of a 64% controlling stake in Mail.Ru Group from USM Holdings, MegaFon’s controlling shareholder.
    • acquiring a 49.99% interest in Glanbury Investments, which owns and operates a Class A office building in the center of Moscow, for $282 million, and replacing Glanbury as the partner of Sberbank in a joint venture for the construction, ownership, and maintenance of a major office real estate development in Moscow.

  • Sergey Galitskiy in the $2.45 billion sale of his 29.1% stake in Magnit, one of Russia’s largest supermarket chains, to VTB Bank.

  • Alrosa, the world’s largest diamond mining company, in its $1.1 billion purchase of Geotransgaz and Urengoy Gas Company from affiliates of VTB Bank and affiliates of Metropol. Previously counsel to Alrosa in its $620 million sale of 90% interests in both gas companies to affiliates of VTB, and in related post-sale undertakings, having also advised Alrosa in its acquisitions of these companies in 2007.

  • SAB Miller in its strategic alliance with Anadolu Efes, through a transfer of SABMiller’s Russian and Ukrainian beer businesses, valued at approximately $1.9 billion, to Anadolu Efes in exchange for newly issued 24% shares in Anadolu Efes.

  • Mobile TeleSystems (MTS), the NYSE-listed, largest mobile phone operator in Russia and the CIS in multiple matters:

    • The Special Committee of its board of directors in the acquisition from MTS’s majority shareholder Sistema of 100% in Sistema-Inventure, for $340 million and an undertaking to procure Sistema-Inventure to repay $340 million debt to Sistema; Sistema-Inventure owns 29% of the ordinary shares in Moscow City Telephone Network (MGTS), the monopoly fixed-line provider in the City of Moscow.
    • MTS and the Special Committee of its board of directors in its $1.3 billion acquisition of a 51% stake in Comstar-UTS, a London-listed, fixed-line telephone and broadband operator in Russia, from MTS’s majority shareholder Sistema.
    • The Special Committee of the board of directors of MTS in the acquisition from MTS’s majority shareholder Sistema of all the shares in NVision Group, the developer and owner of the MTS billing system, with a total enterprise value of RUB15 billion.

  • TPG on the exit sale of its remaining 34% holding for $599 million in 2019 as well as advising Lenta on the resulting $640 million MTO by Severgroup.

  • Loxam in its €970 million cash offer for the entire share capital of Ramirent.

  • FESCO Transportation Group in the sale of its 25.1% stake in PJSC TransContainer, a Russian intermodal container operator that manages one of the largest fleet of containers and flatcars in Russia, with 24.8% of the TransContainer stock having been purchased by VTB Bank and the remaining 0.3% by a third-party investor.

  • Kazakhtelecom in its $446 million acquisition of a 75% stake in Kcell, the largest provider of mobile telecommunications services in Kazakhstan, from Telia Company AB and Turkcell İletişim Hizmetleri A.Ş., which was recognized by TMT Finance as its Asian M&A Telecom Deal of the Year 2019.

  • Rostelecom in:

    • its establishment of a joint venture with the All-Russia State Television and Radio Broadcasting Company (VGTRK), a Russian national media holding company.
    • in its absorption merger with its controlling shareholder, state-owned Svyazinvest, and subsidiary undertakings of both Rostelecom and Svyazinvest.
    • in its establishment of a joint venture with the All-Russia State Television and Radio Broadcasting Company (VGTRK), a Russian national media holding company; as a result of the deal, Rostelecom and VGTRK consolidated their non-terrestrial TV channels’ production and distribution business on the basis of JSC Digital Television (DTV), aiming to create a leading Russian producer of thematic pay-TV channels.

  • Technosila, a leading Russian consumer electronics retail chain, in its combination of assets and establishment of a joint venture with Technoshock, a retail group headquartered in Saint-Petersburg.

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Capital Markets, counsel to:

  • Russian Railways in several notes offerings including its 2019 RUB2 billion Eurobond offering listed on Euronext Dublin and a CHF 500 million dual-tranche senior LPNs offering on the SIX Swiss Exchange. Reportedly, both tranches set a record for the lowest coupons ever among Eurobonds (whether denominated in CHF or other currencies) issued by corporate issuers from Russia and CIS.

  • Rustranscom plc on its proposed $300 million IPO.

  • Lenta in the establishment of its programme to repurchase up to RUB 11.6 billion (approx. US$172 million) worth of Lenta GDRs over the London Stock Exchange.

  • UBS Group AG on the buyback and delisting of Megafon, Russia’s second-largest mobile phone operator.

  • Ministry of Finance of the Russian Federation in its $1.25 billion Reg S/Rule 144A reopening of its May 2016 issuance of bonds.

  • Ministry of Finance of the Russian Federation in connection with the issuance of US$1.75 billion of 4.75% bonds due 2026. 

  • The Russian Federation and Alrosa in the $800 million sale of approximately 10.9% of Alrosa’s share capital.

  • The Russian Federation, Alrosa, and RIC Plus, a wholly owned subsidiary of the Republic of Sakha (Yakutia), in the $1.3 billion IPO of Alrosa, the largest listing ever on the Moscow Stock Exchange, conducted under Reg S/Rule 144A.

  • In the only two international primary offerings by a Russian business in 2015, Lenta, one of the largest retail chains in Russia and the country’s second-largest hypermarket chain, in (1) its March 2015 all-primary $225 million public offering of GDRs representing 7.6 % of Lenta’s share capital, and (2) its October 2015 $275 million public offering of GDRs comprised of a $150 million primary tranche representing 4.3% of Lenta’s share capital and a $125 million secondary tranche in a sale by the EBRD, reducing its stake in Lenta from 11.5% to 7.4%, in each case with GDRs dually listed in London and Moscow and conducted under Regulation S/Rule 144A.

  • Lenta in its $972 million IPO of GDRs dually listed in London and Moscow, an all-secondary offering by 10 shareholders comprising 22% of Lenta’s share capital conducted under Reg S/Rule 144A, the largest public offering ever by a BVI company.

  • The Central Bank of Russia in its $470 million accelerated bookbuilt offering of a 11.7% stake in the Moscow Exchange, Russia’s largest securities exchange group and one of the top 10 derivatives exchanges globally, part of its ongoing effort to sell down its entire holdings by 2016.

  • Magnit, Russia’s largest food retailer as measured by stores operated in multiple matters:

    • $750 million accelerated bookbuilt offering of shares, the proceeds of which are to be invested in the newly issued shares of Magnit.
    • $350 million rights offering and accelerated bookbuilt placement of ordinary shares traded on MICEX/RTS.
    • Establishment of programme for the repurchase of up to RUB 22.2 billion (approx. US$330 million) worth of Magnit shares on the Moscow Exchange.

  • Gazprom neft in its establishing its $10 billion Reg S/144A MTN program (August 2012), and in its debut $1.5 billion Reg S/Rule 144A (September 2012), its Reg S €750 million (April 2013) and its Reg S/Rule 144A $1.5 billion (November 2013) issuances thereunder.

  • Alliance Oil Company, a leading independent, Stockholm-listed independent oil producer, in its $500 million Reg S/Rule 144A Eurobond offering on the Irish Stock Exchange.

  • NOVATEK, Russia’s largest independent gas producer and second-largest natural gas producer, in its RUB 14 billion Reg S/Rule 144A Eurobond offering and in its $1 billion Regulation S/Rule 144A offering.

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

  • Alrosa, the world’s largest diamond mining company, in its $1 billion Eurobond offering listed on the Irish Stock Exchange, as well as in establishing its $300 million ECP Program and $505 million of issuances thereunder, listed on the Irish Stock Exchange.

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Other Experience, counsel to:

  • The Walt Disney Company and 21st Century Fox (21CF) on antitrust matters related to Disney’s $52.4 billion acquisition of 21CF.

  • Whirlpool Corp., a leading home appliance manufacturer, in the Russian merger control procedure in connection with the sale of its Embraco refrigeration compressors business to Nidec Corp., a leading comprehensive motor manufacturer for a range of applications worldwide.

  • TPG and Lenta Ltd., which operates the largest hypermarket business in Russia, in the Russian merger control procedure in connection with the sale of TPG’s entire holding in Lenta Ltd. to Severgroup LLC, the private holding company of Mr. Alexey Mordashov, and a mandatory tender offer for all the remaining shares in Lenta Ltd. launched by Severgroup.

  • Candy group, a European leader in the production of household appliances, in connection with the acquisition of Candy group by Haier group, a Chinese multinational consumer electronics and home appliances group.

  • Joyvio Group, Chinese food-service company, in connection with its acquisition of Australis Seafoods, Chilean seafood producer.

  • IBM in relation to its $34 billion acquisition of RedHat, an open-source, enterprise software maker.

  • Loxam, a leading European equipment rental company, in connection with its tender offer on the listed shares of Ramirent, one of the leading companies in equipment rental in the Nordics and Eastern Europe.

  • Several telecom players in relation to analysis of applicability of GDPR requirements to Russian telecom operations and compliance measures to be taken.

  • A major state-controlled public company in an LCIA arbitration.

  • A Russian businessman in settlement of several parallel proceedings in Russian courts related to construction projects in Moscow.

  • A major European food producer in the IP infringement dispute launched by its major competitor in Russia and in the settlement of this dispute.

  • A major European luxury goods group in their restructuring of the business in Russia, including with respect to franchise and lease agreements.

  • International corporations with respect to information and document requests of the Federal Antimonopoly Service in the context of antitrust investigations and/or internal investigations of their Russian subsidiaries.

  • A U.S. holding company in an internal investigation of its Russian subsidiary’s employees in connection with alleged sexual harassment.

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Publications

Amendments to the Russian Arbitrazh Procedure Code on Sanctions-Related Disputes,” Cleary Gottlieb Alert Memo, June 29, 2020 (co-author)

Russian Government Adopts Regulations on Rent Deferrals for Tenants in Light of Coronavirus Pandemic,” Cleary Gottlieb Alert Memo, April 9, 2020 (co-author)

Russia - Amendments to the Bankruptcy Law Following the COVID-19 Outbreak,” Cleary Gottlieb Alert Memo, April 2, 2020 (co-author)

Return of the MAC? – Protecting Buyers During a Pandemic,” Cleary Gottlieb Alert Memo, March 30, 2020 (co-author)

Russia—Cross Border Banking and Finance Guide,” LexisNexis, March 2020 (co-author) (subscription required)

From Russia, With Law,” Best Lawyers, February 19, 2020

The Global Crisis Management Handbook, Second Edition

Russia chapter, “Securities and Related Investigations Know-How Guide,” Global Investigations Review, September 2019 (co-author).

Russia chapter, “Securities and Related Investigations Know-How Guide,” Global Investigations Review, October 25, 2018 (co-author).

Russia—Cross Border Banking and Finance Guide,” LexisNexis, November 2017, (co-authors: Polina Lyadnova, Ekaterina Abrossimova, Irina Malinichkina and Marta Grigorieva).

Russia chapter, The Mergers & Acquisitions Review, 11th Edition, October 2017, (co-authors: Scott Senecal and Ekaterina Abrossimova).

Russia chapter, “Securities and Related Investigations Know-How Guide,” Global Investigations Review, October 17, 2017 (co-author).

Russia chapter, Directors’ Liability and Indemnification (Global Guide, Third Edition), Globe Law and Business, July 2016 (co-authors: Murat Akuyev and Ekaterina Dorokhova).

Russia chapter, “Securities and Related Investigations Know-How Guide,” Global Investigations Review, February 4, 2016 (co-author).

“How to Become a Public Company,” Moscow Exchange, February 2015

The Mergers and Acquisitions Review, Law Business Research, 9th Ed. (co-author).

Events