Dentons has acted as English, Russian and US federal securities law counsel to Domodedovo Airport Group on its Rule 144A/Regulation S issuance of USD 453 million 5.35 percent loan participation notes due 2028; the consent solicitation and tender offer in relation to its loan participation notes maturing in 2021; and the capped tender offer with respect to its loan participation notes maturing in 2023.
DME owns and operates DME Airport, the second largest airport in Russia and Eastern Europe in terms of passenger traffic (in the airport category with annual passenger traffic of over 25 million, according to ACI). It served approximately 28.3 million passengers in 2019 and 16.4 million passengers in 2020. The offering represents DME’s debut Rule 144A / Regulation S issuance, following several series of Regulation S issuances since its debut in 2013. This issuance is DME’s longest by maturity and the largest by size so far.
The liability management element of the transaction, which was financed through the new issuance, resulted in the early repayment of 2021 Notes in full and the partial redemption of 2023 Notes, which together with the new issuance resulted in a significant extension of DME’s debt maturity profile. Alfa-Bank, J.P. Morgan, Raiffeisen Bank International, Renaissance Securities, Societe Generale and Sovcombank acted as joint bookrunners for the new issue. J.P. Morgan, Raiffeisen Bank International and Societe Generale acted as joint solicitation agents and dealer managers for the consent solicitation and tender offer.
The Dentons team working on the transaction was led by London-based Partner Cameron Half and Moscow-based Partner Tamer Amara, working with London-based Partner David Cohen and Moscow-based Counsel Filipp Petyukov.
Dentons did not reply to our inquiry about counsel for the banks.