Vladimir Mikhailovsky

VLADIMIR MIKHAILOVSKY maintains a multidisciplinary practice advising clients on capital markets and corporate finance transactions, liability management, corporate and regulatory matters, as well as dispute resolution and distress situations.

Vladimir draws on extensive experience in multiple jurisdictions, as well as familiarity with local regulatory regimes, to execute complex cross-border transactions across the emerging markets.

Vladimir is recommended in Legal 500 UK 2024 for Debt Capital Markets, where sources say that he “is strong in all aspects of execution, he is very hands on, responsive and diligent” and “can always be trusted to deliver the best results.”

Capital Markets (Debt)

• Advised companies, financial institutions, and underwriters on more than 65 bond offerings and liability management exercises for a total value exceeding US$40 billion.
• Assisted first-time issuers through all stages of raising debt capital, including in fintech, telecom, energy/oil and gas, metals and mining, real estate, media, and banking sectors across Eastern Europe and the Commonwealth of Independent States (CIS).
• Participated in structuring the first ever AT1 Basel III-compliant bond and the first ever social bond issuances by banks in the CIS.
• Experience in entire range of DCM products, including debt programs, investment grade instruments, commercial paper, subordinated/perpetual debt, high-yield, private placements, secured bonds, and ESG-related debt.
• Led teams on numerous liability management exercises for bonds, including consent solicitations (including exit consents), written resolutions, covenant strips, tender and exchange offers, reverse enquiry acquisitions, and buy-back programs.

Capital Markets (Equity)

• Co-led teams advising companies and banks on initial and secondary public offerings on major stock exchanges, such as LSE, Nasdaq, and Moex, as well as equity repurchase transactions.
• Structured private equity financings for banks in the CIS, including via shareholder funding, preferred shares, and perpetual debt.
• Assisted issuers with setting up IR functions and monitoring ongoing disclosure and compliance obligations.

Bank and Other Financing

• Advised JSC Bank of Georgia on the GEL 450 million offering of 11.50% senior unsecured Notes due 17 November 2028.
• Advised banks, agents, and borrowers on various forms of cross-border financings, including bilateral, syndicated, secured loans (including PXF), and loans to FIs across the CIS.
• Led teams on several take private financings for LSE-listed companies, including financings for a US$6 billion tender offer for a gold producer and a £4 billion tender offer for a copper producer.
• Specific experience in structuring complex and cross-border financings against a variety of asset classes, including publicly listed shares, receivables, cash flows, railcars, IP rights, and real estate.

Corporate/M&A/Investments

• Co-led teams representing buyers and sellers on various M&A projects (strategic, minority, private placements) in the fintech, banking, pharma, and advertising sectors.
• Provided legal counsel to the management of a major bank on the sale of their holding vehicle to a strategic investor.
• Assisted companies and investors set up and amend shareholder structures and navigate through shareholder disputes.
• Advised a number of investors in relation to their divestments of Russian investments (exits), including coordinating work on various regulatory approvals in multiple jurisdictions.
• Represented investors (limited partners) in restructuring and sale of fund interests.
• Advised general partners and limited partners coordinating committees in connection with Russian investments.

Sanctions/Regulatory

• Advised clients on sanctions regimes (U.S., EU, and UK), including practical implementation, review and amendment of transaction structures and contracts, corporate reorganizations, and liaised with governmental agencies for official guidance and clearances.
• Project managed teams to obtain licenses from OFAC and OFSI for transactions, such as asset divestments, unblocking of assets, special license requests, reorganizations, and exits from Russia.
• Structured exit transactions from Russia, including sale of JSC shares, participatory interests, and LP rights and commitments.
• Provided legal advice to clients on Russian counter-sanctions regime, including obtaining regulatory consents from the Russian state authorities.
• Advised on capital and currency controls, type C and other accounts, restrictions on securities and Eurobond restructurings, IP and license payments, corporate rights, dealings with NSD, and other sanctioned entities.
• Advised clients (banks, brokers, and funds) on UK and EU financial services laws and regulations, including Prospectus Directive, Market Abuse Regulation, FSMA, MiFID, MiFIR, Benchmarks Regulations, and others.

Derivatives and Structured Finance

• Advised investment banks, funds, and corporates on documenting, issuing, selling, and unwinding various derivatives and structured products, including credit linked notes, first to default notes, synthetic CDOs, margin loans, repo financings, total return swaps, and prepayment structures.
• Advised originators and banks on various securitization transactions, including mortgage, credit card, consumer and car loans, DPRs, corporate/SME loans, leasing receivables, and other asset classes.

Financial Restructuring and Distress

• Represented a creditor committee in negotiation and implementation of a debt restructuring for a media group.
• Represented lenders and bondholders in a debt restructuring of a debt portfolio of a real estate company and subsequent enforcement of debt against the company and the UBO.
• Advised bank lenders and private credit funds in a restructuring of an agricultural producer and subsequent documenting distressed financing with roll-up mechanics.

Dispute Resolution

• Co-led a team representing a European banking group in a high-profile legal dispute with a guarantee beneficiary across several jurisdictions, including the UK and Russia, that resulted in a precedent setting anti-suit injunction finally approved by The Supreme Court of the United Kingdom.
• Represented a bondholder committee in negotiations and subsequent enforcement of bonds and pledge over bank shares.
• Co-led a team advising a European financial institution regarding injunction measures in Russia, including asset freezes and enforcement by bailiffs.
• Co-led a team representing a financial institution in its arbitration proceedings regarding the write-down of subordinated debt and related liaison with the Bank of England for recognition of the bail-in process in the UK.
• Co-led a team representing a bank in arbitration and subsequent settlement resolution with an international financial institution.
• Prepared an expert report in litigation proceedings in the High Court of Justice regarding the use of repo structures in Russia.
• Participated in representing a State in its arbitration proceedings regarding a bilateral investment treaty (BIT) claim.

The above matters were handled prior to joining Sidley.