Louise G. Roman

louise-roman

Louise G. Roman

Counsel

Dubai | Unit 501, Level 5, Precinct Building 2, Dubai International Financial Centre, PO Box 506675, Dubai
+971 4 425 6350 | +971 4 425 6301

London | 160 Queen Victoria Street, London EC4V 4QQ
+44 20 7184 7300 | +44 20 7184 7001

Tbilisi | Dechert Georgia LLC, Pixel Building, 7th Floor, 34 Chavchavadze Avenue, Tbilisi 0179
+995 322 20 66 33

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Louise G. Roman advises issuers and underwriters on debt and equity issuances in emerging markets, including in the Middle East and North Africa, in Central Asia, in the Caucasus, in the CIS and in Central and Eastern Europe. Her international capital markets and corporate finance practice encompasses a broad range of international securities, corporate finance and M&A transactions. Ms. Roman frequently represents offering participants in connection with complex and innovative cross-border financial transactions.  She regularly represents sovereign, quasi-sovereign and corporate issuers, underwriters, trustees and fiscal agents, financial sponsors, investors and selling shareholders in public and private debt, equity, equity-linked and other securities offerings, with a focus on issuances of Eurobonds and the establishment of MTN programs, and issuances of global depositary receipts and other Euro equities, under both Rule 144A and Regulation S. She also advises on a wide spectrum of corporate finance and M&A transactions. 

Ms. Roman has represented both sponsors and arrangers in the structuring and financing of innovative sovereign debt repackaging and securitization transactions in emerging markets. She also represents issuers and financial advisors in private placements of securities in the United States and offshore. In addition, she advises clients in connection with the establishment and administration of funds and other collective investment schemes in a number of jurisdictions.

Ms. Roman is recognized as a leading lawyer in IFLR1000 2017 and is ranked in Chambers Global, 2017 and 2016, as a foreign expert based abroad in the United Arab Emirates for Debt Capital Markets and in Kazakhstan for Corporate and Finance, where she is praised for doing a "tremendous amount of work in the Kazakh market". Ms. Roman is ranked as a leading lawyer for debt and equity capital markets in Chambers UK, 2014, which highlights her experience advising clients in the emerging markets in diverse jurisdictions, including Central Asia, the Middle East and Central and Eastern Europe, and she is singled out in Chambers Global, 2015 as a foreign expert for Kazakhstan, where commentators noted "we were impressed by her excellent communication skills and ability to solve the toughest of problems that we faced."  She is noted for her banking, finance and capital markets work in Kazakhstan in The Legal 500 EMEA, 2017. The Legal 500 UK, 2014 recognized her "expertise, dedication and quality of service," while she was also recommended in The Legal 500 UK, 2013 for debt capital markets and emerging markets. Chambers UK, 2013 highlights Ms. Roman's expertise in representing clients on MTN programmes, bonds and securities and Chambers Global, 2013 quotes clients who say that Ms. Roman “is an outstanding professional, and what is more important for us is that she is fully dedicated to the process.”

In February 2014, Ms. Roman relocated to Dechert’s Dubai office to spearhead further growth in the emerging market team’s historic market-leading capital markets and corporate finance practice in the Middle East and North Africa. At the same time, Ms. Roman will continue to manage the firm’s important work in certain other markets where the team also has strengths, including in Central Asia and the CIS. In particular, she will maintain her particular focus in Kazakhstan, where the team is ranked #1 in the first ever Issuer & Arranger Legal Adviser League Table for Kazakhstan Eurobonds, 2013 prepared by St Petersburg, Russia-based Cbonds Information Agency, as well as in Georgia. Ms. Roman will also continue to be a key partner in the broader London-based international corporate and securities practice group.

Significant Representations

Equity/GDRs

  • Bank Audi s.a.l. in connection with the Bank’s US$150 million offering of 1,500,000 shares of its U.S.$6.00 Non-Cumulative Redeemable Series G Preferred Shares and the Bank’s US$75 million offering of 750,000 shares of its US$6.50 Non-Cumulative Redeemable Series H Preferred Shares.
  • Credit Libanais S.A.L. in connection with the issuance of its US$100 million US$7.00 Tier I Non-Cumulative Perpetual Redeemable Series 2013 Preferred Shares.
  • ING Bank N.V. as sponsor and financial adviser in connection with the recommended tender offer by Bank of Georgia Holdings Plc to acquire the entire issued share capital of JSC Bank of Georgia and the admission of Bank of Georgia Holdings Plc’s shares to the premium listing segment of the UK Listing Authority’s Official List and to trading on the London Stock Exchange.
  • A group of existing shareholders and new investors in connection with the acquisition of shares and GDRs of Bank Audi for approximately US$913.4 million. The transaction is the largest M&A transaction to be completed in Lebanon and one of the largest completed in the Middle East region.
  • Byblos Bank S.A.L. in connection with the listing of the Bank’s global depositary shares representing its common shares on the London Stock Exchange.
  • Eastern Property Holdings, which owns and develops property in Moscow and St. Petersburg, in connection with a US$150 million offering of shares, with an admission to trading on the SWX Swiss Exchange.
  • Kingdom Hotel Investments in connection with its US$400 million IPO, a dual listing on the London Stock Exchange and the Dubai Financial Exchange.
  • Several MENA regional banks in connection with preferred share issuances including issuances of US$125 million, US$100 million, US$100 million, US$75 million and US$45 million.
  • Credit Suisse, as sole global coordinator and manager, in connection with the US$267 million equity offering for BLOM Bank.

Debt

  • JSC Development Bank of Kazakhstan in connection with its issuance of its KZT100 billion 9.5% Notes due 2020.
  • JSC National Company Kazakhstan Temir Zholy in connection with its issuance of US$780 million 4.850% Notes due 2027 and its simultaneous consent solicitation (including the insertion of a mandatory redemption provision) and tender offer in respect of its US$700 million 6.375% Notes due 2020.
  • JSC National Company KazMunayGas (KMG) on its issuance of US$2.75 billion Eurobonds under the US$10.5 billion Global Medium Term Notes Programme.
  • EuroHold Bulgaria AD in connection with the establishment of its €200 million Euro Medium Term Note Programme.
  • bank muscat SAOG and J.P. Morgan Securities plc, as joint lead managers, in connection with the debut issuance of US$1.0 billion 3.958% notes due 2025, issued through a special purpose vehicle, Lamar Funding Limited, and guaranteed by Oman Electricity Transmission Company S.A.O.C (OETC). OETC is ultimately wholly-owned by the Government of Oman.
  • The Republic of Albania on the issuance of its €450 million 5.75% Notes due 2020.
  • JSC National Company KazMunayGas (KMG) in connection with the update of its US$10.5 billion Global Medium Term Note Program and the issuance of the US$1 billion 4.40% Notes due 2023 (Series 6) and the US$ 2 billion 5.75% Notes due 2043 (Series 7). Barclays Capital, Bank of America Merrill Lynch, Halyk Finance and Visor Capital acted as joint lead managers, and the Notes were listed on the London Stock Exchange.
  • Bank of America Merrill Lynch and a multinational banking and financial services company, as joint lead managers, in connection with the issuance by JSC Bank of Georgia of its US$150 million 7.75% Notes due 2017 (to be consolidated and form a single series with the US$250 million 7.75% Notes due 2017 issued by JSC Bank of Georgia on July 5, 2012).
  • Joint Stock Company Kazakhstan Engineering National Company in connection with the issuance of US$ 200 million 4.55% Notes due 2016. The Notes were listed on the Irish Stock Exchange. Halyk Finance, UBS and VTB Capital acted as joint lead managers.
  • Bank Audi s.a.l. in connection with the issuance of US$350 million 6.75% Subordinated Notes due 2023.
  • JSC «KazAgro» National Management Holding in connection with the establishment of its US$ 2 billion Debt Issuance Programme and issuance of US$1 billion 4.625% Notes due 2023 thereunder, which marked KazAgro’s debut international capital markets transaction.
  • JSC Development Bank of Kazakhstan in connection with the tap offering of its US$425 million 4.125% Notes due 2022, which were consolidated to form a single series with the US$1 billion 4.125% Notes due 2022.
  • JSC Development Bank of Kazakhstan in connection with (A) an intermediated exchange offer for an aggregate principal amount of US$500 million of its US$777 million 5.50% Notes due 2015, (B) the update of DBK’s US$2 billion Medium Term Note Programme  and (C) the issuance of US$1 billion 4.125% Notes due 2022 thereunder. This transaction is believed to be the world’s first ever successfully completed 144A intermediated exchange offer. VTB Capital plc, a multinational banking and financial services company and JSC Halyk Finance acted as dealer managers. Listed on the London Stock Exchange. (Commended by the judges of the Financial Times’ Top 50 European Innovative Law Firms)
  • Barclays, HSBC and a multinational banking and financial services company in connection with the tap offering of US$300 million 6.950% Notes due 2042 issued by Kazakhstan Temir Zholy Finance B.V. and guaranteed by JSC National Company Kazakhstan Temir Zholy, JSC Kaztermirtrans and JSC Lokomotiv, which were consolidated and form a single series with the US$800 million 6.950% Notes due 2042 (issued by the KTZ group under the same issuer/guarantor structure).
  • BankMed in connection with the issuance of US$500 million 5.375% deposit certificates due 2017, which are listed on the Luxembourg Stock Exchange. Deutsche Bank acted as Bookrunner and Manager.
  • Byblos Bank S.A.L. in connection with the issuance of US$300 million 6.50% Fiduciary Convertible Notes by The Bank of New York Mellon S.A. (Luxembourg) on a fiduciary basis for the sole purpose of financing a Subordinated Loan to Byblos Bank S.A.L.
  • Bank of America Merrill Lynch, Credit Suisse and a multinational banking and financial services company, as joint lead managers, on the US$250 million offering of 7.75% Notes due 2017 by JSC Bank of Georgia. The Notes were issued pursuant to Rule 144A and Regulation S and are listed on the London Stock Exchange.
  • JSC Georgian Oil and Gas Corporation in connection with its debut bond issue of US$250 million 6.875% Notes due 2017. The Notes were offered pursuant to Rule 144A and Regulation S, and are listed on the London Stock Exchange.
  • JSC Georgian Railway in connection with its US$500 million offering of 7.75% Notes due 2022 and the simultaneous completion of a cash tender offer in respect of its existing US$250 million 9.875% Notes due 2015. Bank of America Merrill Lynch, Goldman Sachs and a multinational banking and financial services company acted as joint lead managers. This transaction marked the first liability management exercise by a state-owned Georgian entity.
  • Georgia (acting through the Ministry of Finance) in connection with the issuance of US$500 million 6.875% Notes due 2021 and the simultaneous completion of a cash tender offer by Georgia in respect of all or any of its outstanding US$500 million 7.50% Notes due 2013. The proceeds of the issuance of the new notes were used, in part, to fund the settlement of the tender offer in order to extend the maturity profile of Georgia’s international public debt. The tender offer was the first such transaction by a sovereign issuer in the region.
  • Georgia (acting through the Ministry of Finance) in connection with the issuance of US$500 million 7.5% Notes due 2013, the first sovereign bond issuance by Georgia.
  • Georgian Railway LLC, in connection with its debut Eurobond issuance of US$250 million Notes due 2015, listed on the London Stock Exchange.
  • “Bank for Development and Foreign Affairs (Vnesheconombank)” (VEB) in connection with the update of its US$30 billion Programme for the issuance of Loan Participation Notes by, but with limited recourse to, VEB Finance plc in June 2011 and the issuance thereunder of US$750 million 5.375% Loan Participation Notes due 2017 in February 2012, having advised on the establishment of the Programme and the issuance, in two tranches, of US$1.6 billion Notes due 2020 under the Programme in July 2010 and the subsequent update and issuance of US$600 million Notes due 2017 and US$1 billion Notes due 2025 under the Programme in November 2010. The establishment of the Programme and initial issuance thereunder was the first debt programme and Eurobond issuance by a Russian state corporation.
  • JSC Halyk Bank in connection with the issuance of US$500 million 7.25% Notes due 2021.
  • Kazakhstan’s National Oil Company, JSC National Company KazMunayGas (KMG) and its Dutch finance subsidiary, KazMunaiGaz Finance Sub B.V., in connection with periodic updates of KMG’s GMTN Programme and issuances of US$1.5 billion of notes in May 2010 and US$1.25 billion of notes in November 2010, having advised on the initial update of the Programme in 2009 and the issuance thereunder of US$1.5 billion of notes in two tranches in July and August 2009.
  • JSC Intergas Central Asia in connection with the substitution of JSC Intergas Central Asia in place of Intergas Finance B.V., as primary obligor, under the US$600 million 6.375% Notes due 2017, issued by Intergas Finance B.V. and guaranteed by JSC Intergas Central Asia and the related listing of the Notes on the Kazakhstan Stock Exchange.
  • JSC Development Bank of Kazakhstan in connection with the update of its US$2 billion Medium Term Note Program and the issuance of US$500 million 5.5% Notes due 2015 and US$277 million 5.5% Notes due 2015 thereunder.
  • JSC Development Bank of Kazakhstan in connection with its successful consent solicitation to amend certain covenants in its US$100 million 7.375% Notes due 2013, its US$100 million 6.500% Notes due 2020 and its US$150 million 6.000% Notes due 2026 issued under its US$2 billion Medium Term Note Programme.
  • The co-arrangers and dealers in connection with all underwritten issuances under the US$22 billion GMTN Program for the Lebanese Republic.
  • A multinational banking and financial services company and Citigroup, as Lead Managers, in connection with the Kingdom of Morocco’s issuance of €500 million 5.375% Notes due 2017.
  • A multinational banking and financial services company and Citigroup, as Lead Managers, in connection with the Arab Republic of Egypt’s issuance of LE 6 billion 8.75% Notes due 2012.
  • Byblos Bank S.A.L., as Borrower, in connection with the issuance of US$200 million 6.5% Convertible Fiduciary Notes due 2012 issued by The Bank of New York (Luxembourg) S.A. for the sole purpose of financing a US$200 million 6.5% Subordinated Loan to Byblos Bank S.A.L.
  • Scotiatrust and Merchant Bank Trinidad and Tobago Limited in connection with the US$150 million Class A and Class B Fixed Rate Bonds issued by the Government of Barbados.

Investment Funds

  • Fund sponsors in connection with the establishment of various real estate investment funds across the Middle East, including a real estate investment fund in Lebanon and a Shari’ah-compliant closed-ended real estate investment fund in The Kingdom of Saudi Arabia.
  • Access Global Capital and Equity Partners in connection with the formation of a number of funds including AGC Equity Partners Holding Ltd. (a multi-class exempted company incorporated with limited liability under the laws of the Cayman Islands) and a private placement of up to US$200 million.

International Debt Restructurings

  • JSC Astana Finance Creditors’ Committee in connection with English and Kazakhstan law issues; approximately US$1.9 billion of debt is being restructured.
  • JSC Temirbank Creditors’ Committee in connection with English and Kazakhstan law issues; approximately US$1.4 billion of debt was being restructured.
  • JSC BTA Bank Senior Lenders and Bondholders Sub-Committee in connection with English and Kazakhstan law issues in relation to the financial restructuring of BTA Bank; approximately US$12 billion plus of debt was restructured.

International Arbitration and Cross-Border Litigation

  • The Government of Georgia in connection with its annulment proceedings and revision proceedings before the International Centre for Settlement of Investment Disputes in respect of an award against Georgia relating to a joint venture agreement and a related concession to develop oil and gas transportation systems in Georgia, and the successful settlement of this matter.
  • The Government of Georgia in connection with proceedings brought before the English High Court in respect of claims under various contracts for the delivery of equipment, and the successful settlement of this matter.

Includes matters handled at Dechert or prior to joining the firm.

Education
  • Bowdoin College, A.B., 1982
  • Harvard Law School, J.D., 1985
Admissions
  • New York
  • Massachusetts