IFLR 1000
The Guide to the World's Leading Financial Law Firms

Positive client feedback from some major clients and recommendations from competitors sees Freshfields join tier one, becoming one of only two firms in Austria with top tier rankings across the board. "I've seen Freshfields very frequently, I think they should be moving up notes," says one peer. One longstanding client of Florian Klimscha holds him in high esteem, saying: "He has an extremely large expertise, he has a very broad knowledge and great communication skills, great mediation and diplomatic skills. He is very focussed on the interest of the involved parties and very pragmatic in discussions." Another complements Klimscha for being "results orientated and client driven".

Deals
Freshfields Vienna office's broad regional focus was well demonstrated by its banking practice in the last 12 months. The most substantial example of cross-border work was its role in Romanian company OMV Petrom Group's €930 million financing where Attila Csongrady represented the arrangers Raiffeisen Bank International and BNP Paribas. Another mandate outside Austria was a $600 million financing for Ukrainian group Ukrlandfarming where Csongrady advised the borrower.

The firm also has plenty of experience advising on domestic transactions. One deal saw it act for paper manufacturer, Sappi Papier Holding, on a refinancing through a €350 million revolving credit facility and two high-yield bond issues of $350 million and €250 million. Klimscha, who led on the deal, was also at the helm when advising UniCredit Bank Austria, Erste Group Bank, Raiffeisen Bank International and Alpine Bau on a €210 million guarantee facility agreement to one borrower.

Among the firm's regulatory advice one highlight was acting for some of the country's leading banks on the reform of Austrian pfandbriefe (German asset-backed bond) and covered bonds legislation.

Freshfields is known for its bond work but also has a good track record of securing roles on some of the biggest equity mandates recently. Friedrich Jergitsch is seen as the firm's key figure.

While peers and clients agree that Marie Theresa Pflugel's retirement will have an impact, there is consensus that it will not affect the practice too adversely. "I think the team is still really good," observes one.

Deals
UniCredit's attempts to meet new European capital requirements has engendered several sizeable transactions for the firm in the last 12 months. One of the most significant equity deals in Europe in 2012 was the embattled bank's capital increase and €7.5 billion rights offering, which included a public offer in Austria. Freshfield's Vienna office had a hand in the deal, with Thomas Zottl and Stephan Pachinger representing the bank on the transaction which cumulatively raised €16.25 billion.

The firm is recommended for its debt expertise specifically and last year advised the arranger of UniCredit Austria's update to its €40 billon EMTN programme. Friedrich Jergitsch and Pachinger were the senior lawyers involved in the deal.

Demonstrating its versatility on the debt side, the firm has acted as the bank and issuer's counsel. On behalf of the former, Pflugel and Pachinger advised RBS as arranger of Telekom Austria and Telekom Finanzmanagement's €2.5 billion EMTN programme which included a draw-down issue of €750 million in notes.

The firm also had a role in a substantial high-yield bond, advising OGX Austria, the Austrian subsidiary of a Brazilian oil and gas company, on its $1.06 billion issuance.

Internationally, Freshfields is a renowned M&A powerhouse and in Austria it's no different. Recognised for its track record of working on the market's biggest deals, the firm has an adaptable team which is a combination of highly regarded and experienced partners like Willibald Plesser and Thomas Zottl and ambitious younger members such as Konrad Gröller. What they share in common is that they are "all excellent transactional lawyers," say rivals, with "a real drive to get the deal done" and a "focus on getting the deal over the line". according to clients.

Deals
Freshfields had roles in major transactions across a variety of sectors. In financial services, one of the largest and most publicised deals in Europe in 2012 was Sberbank's acquisition of Volksbank International, the Eastern European arm of struggling Austrian bank Volksbank. Freshfields partner Willibald Plesser and, the now retired, Maria Pfluegl represented Sberbank, Russia's top lender, on the €505 million acquisition – its first outside the CIS. The deal was significantly larger than the purchase price suggest. As part of the deal, Sberbank assumed the shareholder's loan portfolio valued at €2.1 billion.

In the energy sector, the firm represented EVN and Wien Energie in the acquisition of a 26% stake in Verbund Innkraftwerke, which owns of 13 hydro-electric power plants in Germany. The deal was strategically important for EVN in terms of diversifying its energy portfolio.

A major deal in the telecommunications sector sees the firm acting for Hutchison 3G Holdings Austria, a subsidiary of the Hong Kong based Hutchison Whampoa group, on the acquisition of Orange Austria for €1.3 billion. As part of the transaction, Hutchison 3G has already agreed to sell Orange subsidiary, Yesss! Telekommunikation, including selected frequencies, base stations and IP rights to the Telekom Austria group for about €390 million, but the whole matter is still awaiting merger control approval.

Freshields keeps a solid tier two position. The office is famed in the market for its corporate practice and the general perception is that much of the finance work is done on behalf of borrowers and in relation to corporate transactions.

The firm's deals test this perception, with the team handling a good list of lender mandates in 2011/2012 from clients including Credit Suisse International, Gazprombank, VTB Bank (Germany) and the European Development Bank (EDB).

Competitors have high regard for Mikhail Loktionov and also praise a number of others in the team. Notably, counsel Robert Lang-Anderson is recommended as a "very competent lawyer" for banking work by a peer.

Deals
Dmitry Surikov, Robert Lang-Anderson and Vladislav Skvortsov handled a couple of sizeable banking transactions. In one, the trio advised Gazprombank on a €230 million facility to Sistema Shyam Telecomunications, which was guaranteed by its parent company AFK Sistema. As the borrower was Indian, the deal had Indian law restrictions attached to it.

In November 2011 the trio closed another deal for Gazprombank consisting of a $500 million financing backed by loan participation notes and secured by a pledge of Russian shares.

Mikhail Loktionov led on the majority of deals that saw the firm advise Credit Suisse International on a $70 million facility to CanBaikal Resources in August 2011, to finance the construction of an oil pipeline and oil wells, and a $100 million loan to Exillon Energy in February 2012. The team also acted for VTB Bank (Germany) on the restructuring of a $100 million facility for Moscow real estate developer JSC Open Investments and the European Development Bank on a financing to a Russian cement producer to construct a cement plant in Mordowia.

The firm also won a number of other instructions from Gazprombank, including a structured put option arrangement, and on the borrower side acted for Russian Railways for an unsecured loan from JPMorgan, which closed in November 2011 and was worth €762 million.

Freshfields moves up in the debt table to the second tier and holds its position in the equity rankings. The firm's reputation is on an upwards trajectory generally and at least one serious competitor now regards it as having the third best debt team in Russia.

Mikhail Loktionov manages the capital markets practice as head of the Russian banking and finance department. According to one client, the firm is "fast, provides very prompt answers, always online, working weekends and overnight to put in effort. It is on our panel of law firms and we have been very satisfied with them," says a client. Another says: "We use them for share swaps, prospectus, corporate actions and mandatory tender offers… we are very happy with the whole team".

The debt team recently consolidated but London based Peter Allen and US securities lawyer Don Guiney "have made a good impact", says a peer. Allen especially has a strong reputation in the market and the firm's work for ArcelorMittal has earned it kudos amongst peers, especially as an issuer counsel but also increasingly for the underwriter.

Deals
On the debt side, Mikhail Loktionov led a team to advise Sberbank on a $1 billion issue of 5.717% notes due in 2021 under its existing $10 billion loan participation notes (LPN) programme. Peter Allen, Stuart Grider and Dmitry Surikov also acted for Metalloinvest on a debut Eurobond offering worth $750 million of 6.5% notes due in 2016. The notes were listed on the LSE and offered in the US under Rule 144A and outside the US under Regulation S.

The firm was busy for Russian Railways, which it advised on a series of issuances in 2011. The most recent saw Innokenty Ivanov advise on a €300 million 7.487% 20 year maturity Eurobond notes issue, delivered in June 2011.

On the equity side, Harvey Nugent led a team to assist Polymetal International and JSC Polymetal on an exchange offer a premium listing on the LSE valued at £473 million and completed in October 2011. Surikov also led a team to advise Severstal on its spin-off from Dutch gold producer Nordgold and listing on the LSE. The transaction was valued at $2.1 billion and closed in January 2012.

A final significant equity deal saw Loktionov head a team advising RusHydro on its $1.5 billion rights offering, launched in 2011. The firm won a number of other strong instructions, with Global Port Investments $588 million IPO on the LSE being a particular highlight.

Freshfields has a privileged position in the Russian M&A market and maintains a top notch reputation across the board with enviable endorsement from competitors.

"They have a strong contingent of partners and have scooped up a good proportion of the clients," says one peer, while another says: "They have long standing strength with a Russian client base and this will serve them well, especially as Russian clients are getting more and more important. They are in a good position". "Lots of deal flow, very extensive and very good," adds a competitor. Dmitry Surikov is a big name in the market who "has definitely been around and is a clever guy", says a peer.

Among other things, clients appreciate the size of the team. "They have a very strong M&A team and are good on Russian law… it is bigger than some others and here they have the advantage on the bigger deals," says one client.

In 2011-12 the firm handled deals for banks, Russian corporate and industrial clients and international corporates with Surikov leading much of the effort, while Sebastian Lawson, Neil Radford, Claire Wills and PPP expert Innokenty Ivanov also led on major deals. Igor Gerber is another well-seasoned corporate practitioner.

Deals
London partner Claire Wills supported by Moscow associates Ksenia Kokareva, Pavel Kozyrev and Vasily Dubov, advised Barclays Bank on its sale of Barclays Bank Russia to investors including Igor Kim, who has stakes in MDM and Orient Express Bank. The deal, which saw Barclays sell its Russian retail and commercial banking business, was closed in October 2011.

Dmitry Surikov led a team to advise cement producer Novoroscement on its 100% acquisition of cement factory Verkhnebakansky Tsementny Zavod and also assisted Highstat on its acquisition of Siemens' shares in Power Machines, and then Power Machines on a joint venture to produce gas turbines for power plants with Siemens.

Surikov led on another smaller but interesting deal, working with Sebastian Lawson to assist Severstal buy a minority share from Afferro Mining to gain 100% control of an iron ore mining project in Liberia. The deal closed in April 2012, shortly after the firm had advised Nord Gold on its separation from Severstal.

Neil Radford and Don Guinea acted for JSC Polymetal on the corporate aspects of its acquisition of Polymetal International while Austrian partner Willibald Plesser and Moscow senior associate Elena Sapozhnikova assisted Sberbank on a €505 million acquisition of ten banks across central Europe from Austrian Volksbank International.

Innokenty Ivanov led a team to advise Russian Railways on two transactions which saw it sell 75% minus two shares in rail freight operator Freight One, through an auction process, and a 50% minus two share stake in signalling equipment manufacturer subsidiary Elteza. Both deals were closed in 2011.

Freshfields is widely considered as having the premier project finance team in Russia at the moment, and the teams public-private partnership (PPP) expertise is pivotal to its reputation. "They are top for PPP and also one of the top three in energy side financing," says a peer.

"A very high end classy team," says one client, "we have worked a lot with Fedor Teselkin and he is very pro-active, fast, reliable regardless of the obstacles and he knows UK and Russian law". Another client recommends the firm for its "capacity in infrastructure finance". The firm is involved in large projects relating to roads, airports and utilities and also advises the government on the legislative side of things as expert advisors to the State Duma PPP council.

Innokenty Ivanov leads the practice often with the same entourage of Fedor Teselkin, Alexey Tokovinin, Artem Filchenko, Alex Carver, Keith Gamble, Olga Khoudokormova and Maria Malinovskaya, primarily.

Deals
Innokenty Ivanov teamed up with Fedor Teselkin on all the highlight deals. The pair advised a consortium of VTB Capital and Gazprom Bank as preferred bidders in the €2.9 billion public-private partnership (PPP) project to construct and operate the Western High Speed Diameter toll road in St Petersburg. The deal is possibly the standout project in Russian at the moment.

The firm was also supporting the public side project developer on a multi-billion dollar high-speed rail link project, yet to be announced.

Another deal had the team acting as counsel to the VTB Capital, Fraport and Coupelouzos consortium on the $1.8 billion Pulkovo PPP project in St Petersburg for the city airport, one of the largest PPP in Russia to date and the largest airport PPP in Europe in 2011.

In a fourth transaction, a team also including Dmitry Surikov, advised a consortium of lenders VTB Bank and Sberbank for the $2 billion financing to construct and operate the first section of the Moscow St Petersburg toll road. Financial close was expected in 2012.

In a final standout mandated, in 2012 the firm was busy advising the City of St Petersburg and Vodokanal of St Petersburg on the PPP Neva Water project. The project was in the bidding stage.

Freshfields has a solid all round practice with Mikhail Loktionov recognised as its main partner.

Deals
Mikhail Loktionov, Kirsten Floss and senior associate Ivan Sezin advised VTB Bank on the restructuring of a $100 million secured financing by the bank to Russian real estate developer JSC Open Investments. The work was completed in March 2012.