In 2020 EY Ukraine demonstrated an unrivalled track record of advising on infrastructure, public-private partnership (PPP) and investment projects. The pipeline of PPP transactions in Ukrainian sea ports is highlighted by acting for public side and signing of concession agreements in relation to Kherson and Olvia sea ports in 2020, and is followed by advisory assistance with pre-feasibility analysis of transferring the assets of the First and Container Terminals of Chornomorsk Sea Port into concession, which is supported by the IFC and EBRD. Furthermore, EY is providing all around legal, commercial, financial and strategic advice on this unique project involving development of foreign direct investment strategy for the Ukrainian government. Another highlight is the IFC-led two-stage project for development of a legal framework and business model for water user organizations (WUOs) in Ukraine, advice on bankable options for investment in irrigation infrastructure, and support with launching the pilot WUOs project. On top of that, EY completed the IFC-led project involving a pre-feasibility assessment of the potential options for private investment in the infrastructure of four regional airports in Ukraine — Lviv, Kherson, Chernivtsi, Zaporizhzhya. Bogdan Malniev is known as an infrastructure focused professional on concession projects. The team also includes Borys Lobovyk and Andrii Moskaliuk.

Sayenko Kharenko possesses well-versed expertise, with special focus on infrastructure and construction contentious matters, encompassing ports and terminals, municipal and industrial infrastructure. The firm provided full legal support to the Swiss-Cypriot consortium consisting of Risoil and Luraq in tenders for both pilot Kherson and ­Olvia sea port concession projects, and represented the interests of Risoil Kherson LLC, the winner in the Kherson sea port tender, on negotiating the concession agreement and submission of application for approval from the AMCU. The firm also advised an investor on the potential ­project related to concession of the ferry complex in ­Chornomorsk. It most recently advised one of the largest grain transshipment terminals in Ukraine on various legal matters related to land and operation development in Odesa Port. The firm handles sector specific disputes, and represents the interests of a Turkish contractor in arbitration proceedings with a municipal company in a dispute associated with delays in completing construction works under the FIDIC-based contract within the framework of the EUR 360 million Dnipro metro construction project financed by the EBRD and EIB. The infrastructure team is led by Volodymyr Yaremko supported by Vladlena ^­Lavrushyna.

Ukrainian boutique law firm AGRECA demonstrates a complete offering across the entire transport and infrastructure life-circle. It enjoys a strong following on the part of private business, sponsor-side companies, international financial institutions (IFIs), institutional investors, etc. The team has strong credentials in highways and rail networks. For example, the firm is called upon to assist in the preparation of a pre-feasibility study for attracting private investment and developing PPP within the framework of implementing the Ukraine National Roads Program; took part in preparing a pre-feasibility study on re­alization of concession projects of passenger railway stations. The firm supported transport company Levada Cargo LLC in the construction of container railway terminal. On the top of that, AGRECA handles the first privatization project in the area of port infrastructure, and represents the Transship group of companies in the course of privatization of the State Enterprise Ust-Dunaisk Sea Trade Port. Another highlight is assisting Ukrelevatorprom LLC (ADM Group) in a tender to lease property of the State Enterprise Odesa Sea Trade Port. With its now 15-year long commitment to the sector, the firm’s partners ­Andrii Pidhainyi and Marina Sharapa are present across groundbreaking projects, and contribute to policy-making initiatives. Both are consistently referred for extensive regulatory expertise.

Coupled with its well-established real estate practice, Kinstellar has rapidly developed its presence in the infrastructure sector, being involved in the benchmark projects in port, roads and municipal infrastructure. The Kyiv team successfully represented Qatari port operator QTerminals LLC in the first ever and largest port concession tender in Ukraine, followed by the signing of the agreement for the 35-year concession of Olvia port, valued at USD 122.9 million. The firm provides ongoing advice on the legal aspects of fulfillment of conditions precedent under the concession agreement, land lease and land rent negotiation, construction regulatory matters. Another recent mandate is advising one of Ukraine’s leading road construction companies, ­Automagistral-Pivden (AMP), on the preparation of the first unsolicited proposal for the construction of the 300-km long Krakovets — Lviv — Brody — Rivne motorway, to be undertaken on a PPP or concession basis. Moreover, the firm was appointed legal counsel to the World Bank Group for the project Policies, Financing and Private Sector Participation Study for Troyeschina Rapid Transit (TRT), which provides for arrangement of bus-train and tram-train routes on parts of existing automobile roads and railways within the city of Kyiv. Oleg ­Matiusha, head of practice, received exceptional market recognition for his unique concession experience from the investor’s side.

Enhanced with its international standing CMS Cameron ­McKenna Nabarro Olswang is adept at handling joint venture agreements, advising infrastructure acquisitions, port terminals construction projects and financing transactions. The firm provides continuous support for one of Ukraine’s largest marine infrastructure market players. In 2020 the dedicated team advised DP World on acquiring control in TIS Container Terminal Ukraine, the deepest and most technologically advanced container terminal in Ukraine’s Black Sea port of Yuzhniy. A multi-office team advised the Export-Import Bank of Korea (KEXIM) on a secured USD 36 million financing to Grain Terminal Holdings, a Singapore-based joint venture between Posco International and the Orexim Group that controls a Ukrainian grain terminal based in Mykolaiv. The firm is a lead counsel on financing municipal infrastructure projects in Ukraine. The projects are led by office partners — Tetyana Dovgan, Graham Conlon, ­Natalia Kushniruk and Ihor Olekhov.

Asters demonstrates multidisciplinary capacities in advising on the infrastructure sector, which encompasses development of railway and road infrastructure, FIDIC contracts and related disputes, public procurement tenders, structuring market access. The banking team of Iryna Pokanay is a legal counsel for IFIs on extending finance to various initiatives on development of the municipal infrastructure, and to improve urban transport and social infrastructure. The team, as guided by Oleg Boichuk, renders ongoing support to Webuild SpA (ex Salini Impregilo SpA.), a leading global player in the construction of major complex infrastructures, on a broad range of corporate matters and other local legal issues, including public construction contracts, restructuring, licensing; and advises the consortium of EMIT Group S.r.l. and Atzwanger in connection with a contract for the reconstruction of water treatment plant in a Ukrainian city. The firm has well-established positions in the aviation area, and possesses expertise in airport infrastructure.

Given the strong following of foreign investors, local companies and state enterprises, AVELLUM expands its practice of infrastructure that utilizes transactions, investment structuring, land allocation and construction, including applicability of FIDIC-based contracts. The firm is present in the area of sea ports, terminals, industrial and social infrastructure. In a recent highlight the team advised an acquisition of an oil transshipment terminal by one of the largest Ukrainian oil and gas producers with a view to expand its presence on the Ukrainian market. Maksym Maksymenko, head of the real estate and infrastructure practice, plays an active role in practice development.

Baker McKenzie’s infrastructure, power and project finance practice advises on significant deals and project development in the Ukrainian infrastructure sector. The firm commands sector-wide coverage, receiving mandates in ports and terminals, automobile roads, railways. This past year the firm advised Glencore Agriculture Limited, the agricultural commodities giant, on its acquisition of LLC Everi port terminal, a leading vegetable oil export terminal in the city of Mykolaiv, from the Orexim Group of companies. The team continues to advise the EBRD and the Ministry of Regional Development, Construction, Housing and Communal Services of Ukraine on reforming the construction sector’s regulatory framework, and assist with the introduction of internationally recognized contract conditions into Ukrainian contractual practices. The practice group is traditionally supervised by co-managing partner Serhiy Piontkovsky. ­Andrii Moskalyk is a market-respected counsel with established expertise in transactions on energy infrastructure development.

The Kyiv office of Dentons advises on infrastructure development of highways, ports and terminals, municipal utilities, energy infrastructure. The cross-practice team is sought after public-private partnership, privatization and other types of structuring investments. Most recently the firm advised international investor on status of local auto roads in Ternopil Region and the State Agency of Auto Roads and its local branch to manage such roads and hold tenders for their reconstruction. Given the firm’s leading positions in the energy sector, its team is actively involved in energy infrastructure, transmission and transportation projects, advising on implementation of significant PPPs. Volodymyr Monastyrskyy and Adam Mycyk are the lead partners.

The Kyiv office of DLA Piper^[1] obtains significant mandates in projects involving ­private investment in Ukrainian port infrastructure. The office advises on construction issues pertaining to marine terminals, state property lease and privatization, public-private partnership arrangements. The aerospace and defense sectors are an area of unique focus, where the office is retained for strategic mandates. The workflow is led by Natalia Kochergina and Galyna Zagorodniuk.

Eterna Law advises foreign private investors on sector specific regulations, participation in public procurement and potential PPP. ­Areas of recent focus include road construction, construction and rent matters in ports, strategic cooperation, joint activities, finance attraction. The firm handles representation of foreign investor regarding a potential PPP project in energy sector and represented Ukrainian Railways in disputes. The practice is led by Oleh Malskyy and Andrey Astapov.

Being historically well-versed for handling construction and development projects, domestic law firm Gramatskiy & Partners took in significant projects of logistics, municipal, social and recreational infrastructure. In addition to pure construction and infrastructure regulatory expertise the firm conducts structuring investments, respective corporate and commercial matters. This past year the firm advised on restructuring and restart of the project for the construction and reconstruction of European Square in downtown Kyiv. The firm most recently represented Bastion Group on the acquisition of PJSC Kyivpasservice, which owns bus stations and railway stations in Kyiv and Kyiv Region, during privatization. The long-lasting representation is acting for Seven Hills, an established client of the firm, on construction of the Aeroport City office and logistics complex with developed infrastructure near Boryspil Airport along Boryspil Highway. The firm’s leader, Ernest Gramatskiy, is one of the most recognized legal practitioners among developers, contractors and professional investors.

Ukrainian law firm Ilyashev & Partners, which has its own network of offices, is growing its presence in river and port infrastructure, and preserves a strong footprint in regulatory disputes. The firm represents Danube Shipping-Stevedoring Company (COFCO Agri Ukraine) in a dispute with the State Enterprise Ukrainian Sea Ports Authority (USPA) regarding using the berth and berth infrastructure of Mykolaiv Sea Port. This past year the firm represented Busserk, a leading Turkish company in the administration of sea ports and stevedoring activity, on participation in the tender on transfer into concession of properties of the state enterprises Kherson Sea and Trade Port and the USPA. Ukrrichflot is represented in a range of infrastructure and competition matters in the state authorities. The multidisciplinary team is led by partners Mikhail Ilyashev and Oleksandr Fefelov. Giving advice on environmental issues and subsequent disputes with ecology inspections is another area of the firm’s practice work. Sergey Nedelko, head of the Odesa office, has port specific knowledge.

Backed by the strong positions of real estate and construction practice, Ukrainian law firm ADER HABER stepped rapidly into the infrastructure area. The team recently represented Sinohydro Corporation Limited in Ukraine, which is a contractor of a large infrastructure project for the reconstruction of roads in Ukraine, namely the project for the reconstruction of the M06 highway (bypassing Zhytomyr), and handled the issue of relocation of the transmission line, which is complicated by unresolved land issues. Real estate partner Alexandra ­Fedotova is the main point of contact.

Ukrainian law firm AEQUO has multidisciplinary capacities to provide legal support in transactions and disputes involving infrastructure assets. In particular, the major transactional highlight in the sector was advising Posco International on the acquisition of a majority stake in a Ukrainian grain export terminal, and in setting up a related joint venture to oversee the operation of the terminal. In addition, the firm represented US-based company Cummins, Inc. and ETC in the process of formation a joint venture with NPROXX, a world leader in high pressure hydrogen storage a world leader in high pressure hydrogen storage. The team advises LTG Cargo, a division of Lithuanian Railways, on planning, structuring and establishing its business presence in the Ukrainian market of cargo transportation by rail. Disputes concerning infrastructure related property are also in the area of focus. The ­projects are led by firm’ partners — Denis Lysenko, Anna Babych, Yulia Kyrpa and Sergey Denisenko.

The full-service law firm INTEGRITES supports foreign contractors operating in the infrastructure sector to launch their presence in Ukraine and develops legal strategies for their participation in tenders. The firm’s presence is seen in the construction of highways and public roads, urban transport infrastructure and social infrastructure, industrial utilities. Dispute resolution is another strong advantage on the market. The firm acts as a Ukrainian law counsel for SE NPC Ukrenergo in investment arbitration against Russia regarding the expropriation of the power grid, related infrastructure and other property by the Russian authorities following the annexation of Ukraine’s Crimea in 2014. Managing partner Dr. Oleksiy Feliv runs the practice.

Marchenko Partners is focused on sophisticated transactions, and this past year it completed representation of the Dubai-based logistics group DP World in a multi-million dollar acquisition of a controlling 51% stake in major Ukrainian stevedoring operator TIS Container Terminal, which is one of the largest M&A infrastructure transactions in Ukraine to date. Roman Shulyar, corporate and M&A partner, led the project.

The Kharkiv-based Shkrebets & Partners advises on municipal and waste infrastructure, assisting with construction matters and litigation.

REGIONAL COUNSEL: PORT INFRASTRUCTURE

 

Being close to the main Ukrainian sea ports and enjoying established relationships with infrastructure industry leaders, ­Odesa-based ANK Law Office is the market leading legal counsel for supporting large-scale projects in ports and terminals. In 2020 the team conducted the instructions of clients operating port terminals and assisted in the restructuring of loans granted within project financing. The firm extends legal support to Delta Wilmar CIS in realization of the investment project in Yuzhniy Sea Port on constructing a plan for soya bean processing and maritime terminal for storage and transshipment of grain cargoes and meal pellets, and a new berth in the port’s water area. ANK’s long-standing client Container Terminal Odesa is represented within construction of third and fourth launch facility of the container terminal of Odesa port; and is advised on the rebuilding of railway lines at its territory for improving logistics and increasing throughput of the terminal. The firm recently represented SC YURAN, a member of the Brooklyn-Kyiv group, in the process of its participation in the concession competition for selection of the concessioner for Kherson Sea Port. The firm is also experienced in industrial infrastructure, having advised VG Trade within construction of a silo complex in the village of Maharyntsy in Vinnitsa Region and the procedure on putting the silos into operation. Dmytro Kolodiazhnyi is endorsed for his knowledge in port infrastructure regulatory issues. The key executive team also includes Vladyslav Brig, Iryna Nogina, and is guided by Oleksandr Kyfak.

Jurline, the Odesa-based law firm, historically supports activities of sea terminals (easements and lease of port infrastructure facilities, joint activities in sea ports, construction and modernization of port infrastructure facilities, hydraulic structures, dredging, etc.). In its track record the firm supported multimillion investment projects for the construction of port infrastructure facilities, lease agreements for integral property complexes and privatization, and construction and launch of transshipment complexes and sea terminals in Odesa Region. The firm recently advised on the implementation of the contract for dredging services in the port of Constanta (Romania). Sound representation of TIS-Mindobryva Ltd on the claim of the Ukrainian Sea Ports Authority for the recovery of debt for the use of berth No.17 in the port of Yuzhniy resulted in favor of the client. Partners Volodymyr Zubar and Oleg Kutateladze are known for unique transaction experience that is ongoing and related to TIS Terminal. Maxim Kapelist and Vitaliy Kutateladze are other key practitioners.

Legrant, the Odesa-based law firm, has a successful track record of regulatory disputes in port infrastructure and supports ports development projects and arising operational issues. This past year the team was enlisted to support new investment projects in sea ports, and demonstrates further expertise in terminal construction matters, state property lease, concessions, investment obligations and risks. Managing partner Tatyana Titarenko is highly active in developing the practice. Liudmila Sizonenko is another key team member.

^[1] Effective 14 June 2021, the Kyiv office of DLA Piper was acquired by Kinstellar.