Dechert Advises JSC Ukrainian Railways on Its Successful Consent Solicitations to Restructure Its Loan Participation Notes

Dechert LLP advised Ukrainian Railways on two successful consent solicitations. On 5 December 2022, Rail Capital Markets plc, as issuer, announced two consent solicitations: one in relation to its US$300 million 7.875%. Loan Participation Notes due 2026 (the “2026 Notes”); and another relating to its US$594.9 million 8.250% Loan Participation Notes due 2024 (the “2024 Notes”), each issued by Rail Capital Markets plc for the sole purpose of financing loans in an equivalent amount to JSC Ukrainian Railways.

Holders of the 2026 Notes and the 2024 Notes agreed to extend the maturity dates of the loan agreements, provide for the deferral of interest during a two-year support period, make certain other amendments to the covenants contained in the loan agreements and replace the trustee in respect of both the 2026 Notes and the 2024 Notes.

The amendments to the 2026 Notes and the related loan agreement were approved at a meeting of holders of the 2026 Notes held on 21 December 2022. The amendments to the 2024 Notes and the related loan agreement were approved by the required proportion of holders of the 2024 Notes by electronic consent on 22 December 2022. Accordingly, the loan agreements were amended, with corresponding changes made to the Notes documentation, on 28 December 2022. The changes to the maturity date of the securities and loan agreements will take effect upon payment of the consent fee for the consent solicitations by Ukrainian Railways.

Dechert partner Patrick Lyons commented: “Ukrainian Railways plays a vital role in supporting the Ukrainian people and the Ukrainian economy. It has been an honour to assist the company in restructuring these obligations in order to ensure that Ukrainian Railways continues to be strong both operationally and financially.”

The Dechert team advising Ukrainian Railways was led by London-based partners Patrick Lyons and Jennifer Rees with further support from associates Amy Rees and Kirill Skopchevskiy.

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