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Brexit: Disclosure Implications for U.S.-Listed Companies

Speaker(s): James A. McDonald, Pranav L. Trivedi
Recorded on: Jan. 5, 2017
PLI Program #: 205909

Pranav L. Trivedi is head of Skadden’s London office and serves on the fi m’s Policy Committee. His practice focuses on international corporate finance including initial public offerings and privatisations, cross-border mergers and acquisitions, joint ventures and private equity. Mr. Trivedi represents U.S. and Western European companies in corporate fi and M&A transactions involving companies throughout Eastern Europe, Russia and Central Asia.

Mr. Trivedi’s experience in corporate finance transactions includes advising:

  • JSC Gazprom (Russia) in its listing on the Singapore Stock Exchange effected by the intro- duction of up to 4 billion global depositary shares, representing up to 8 billion ordinary shares of JSC Gazprom. This was the first listing “by introduction” of depositary receipts on the Singapore Exchange, and the first listing by a Russian company on the Singapore Stock Exchange;
  • Credit Suisse, J.P. Morgan, VTB Capital, Deutsche Bank, UBS Investment Bank and TPG Capital BD as joint bookrunners in the US$1 billion initial public offering of global depositary receipts of Lenta Ltd. This is the first dual listing of GDRs on the London and Moscow Stock Exchange;
  • QIWI plc (Russia), a provider of electronic payment services, in its US$212 million initial public offering of American depositary shares (ADS) with a listing on the Nasdaq Global Select Market, and its listing of ADS on the Moscow Interbank Currency Exchange. QIWI plc is the first Russian company to complete an IPO under the U.S. JOBS Act, and the first foreign company to list on a Russian stock exchange;
  • Eurasia Drilling Company Limited (Russia), a provider of oil drilling services, in connec- tion with its debut seven-year US$600 million 4.875% Rule 144A/Regulation S bond issue listed on the regulated market of the Irish Stock Exchange;
  • SIBUR, the largest integrated gas processing and petrochemicals company in Russia/CIS/ CEE, in connection with its debut five-year US$1 billion 3.914% Rule 144A/Regulation S bond issue listed on the regulated market of the Irish Stock Exchange;
  • Barclays Bank PLC, Citigroup Global Markets Limited, ING Bank N.V., London Branch and the Royal Bank of Scotland plc. in connection with the offering by VimpelCom Holdings B.V. of US$600 million 5.20% senior unsecured notes due 2019, US$1 billion 5.95% senior unsecured notes due 2023 and RUB12 billion 9.00% senior unsecured notes due 2018;
  • Brunswick Rail in connection with its US$600 million 6.55% high-yield bonds due 2017. This deal was awarded “2012 Deal of the Year for Central and Eastern Europe” by Euromoney magazine;
  • the underwriters in a US$560 million SEC-registered secondary offering of preferred shares by Mechel OAO, a mining and metals company in Russia;
  • Citigroup and Goldman Sachs International as joint global coordinators and Alfa Capital Markets, Citigroup and Goldman Sachs International as joint bookrunners to X5 Retail Group N.V. (X5) in its US$1.1 billion rights offering and follow-on secondary offering of 48,106,700 GDRs to existing holders of GDRs;


J.D., Columbia Law School, 1991 (with honors)

B.A., Yale University, 1988 (summa cum laude)

Bar Admissions

District of Columbia

New  York




James McDonald concentrates in corporate finance transactions, focusing on international offerings of securities, including high-yield debt offerings. Mr. McDonald’s transactional experience includes representing issuers and underwriters on a broad range of corporate finance transactions in Europe and the United States.

Mr. McDonald is recognized as a leading individual in IFLR1000 and The Legal 500, including for his work on high-yield transactions and initial public offerings.

His recent high-yield debt offerings experience includes representing Stena AB, a Swedish-based operator of ferry services, in connection with multiple offerings of high-yield debt securities and in connection with tender offers for its debt securities; LM Group Holding A/S, a manufacturer of wind turbine blades, in connection with the refinancing of its existing indebtedness, which included the issuance of fixed-rate senior secured high-yield bonds; TMF Group, an administrative services company, in a high-yield bond offering; HellermannTyton, a provider of networking, cable and wire management systems based in Luxembourg, in a high-yield bond offering; Central European Distribution Corporation, a producer and distributor of alcoholic beverages, in its reorganization, which involved a high-yield bond issuance; Avanza Grupo SA, an operator of bus services and bus terminals in Spain, in a high-yield bond offering; SEAT Pagine Gialle, an Italian publisher of yellow pages, in connection with multiple offerings of high-yield senior secured bonds; and Mark IV, LLC, a manufacturer of automotive systems and components, in its €200 million offering of high-yield secured notes. Mr. McDonald also has advised the issuer or underwriters in the high-yield offerings of EB Holdings, Eco-bat Technologies Limited and New World Resources (NWR), among others.

Mr. McDonald’s experience in debt capital markets also includes advising on the issuance of Eurobonds and convertible bonds. He has represented, for example, Algeta ASA, a developer of alpha-pharmaceuticals, in its US$120 million placement of 3.375% unsecured convertible bonds due 2018 (the bonds are convertible into ordinary shares of Algeta); Evraz Group plc, a leading steel producer, in connection with a consent solicitation relating to its outstanding eurobonds; the underwriters in the National Bank of Greece SA’s raising of US$2.3 billion by offering existing shareholders new shares and convertible notes, and in a US$713 million offering of Series E, fixed/floating rate, Tier 1 notes by National Bank of Greece Funding Limited; ASML Holding N.V., a leading manufacturer of lithography systems, in connection with offerings of convertible debt securities and its eurobond offering; Assicurazioni Generali S.p.A. in connection with its offering of perpetual fixed/floating rate notes; and the underwriters in connection with the offering of hybrid securities by QBE Insurance Group.

Mr. McDonald has advised the underwriters or issuers in connection with numerous equity transactions. His recent experience includes advising Israel Corporation Ltd. in its spin-off of Kenon Holdings Ltd. into a separate, publicly traded company; Marine Harvest ASA, a seafood company, in its initial listing of American depositary shares on the New York Stock Exchange; Algeta ASA in its US$48 million placing of new ordinary shares, which included a private placement in the U.S.; Alpha Bank A.E. in connection with its €1.2 billion Rule 144A/Regulation S offering of ordinary shares, and its €4.6 billion recapitalization; the joint global coordinators in the US$2.2 billion combined primary/secondary IPO of ordinary shares of NWR; SAFT Groupe S.A., a manufacturer of advanced technology batteries in France, in its US$331 million IPO on Euronext Paris; the joint global coordinators in the US$643 million IPO of Bergesen Worldwide Gas ASA (Norway), an owner and operator of gas tanker ships; the underwriters to the National Bank of Greece SA in multiple equity transactions, including separate €1.25 billion and €3 billion rights offerings; and the joint global coordinators in the privatization of Telenor ASA, the Norwegian government-owned telecommunications company, via a US$1.7 billion IPO of ordinary shares. Mr. McDonald also has advised on the equity offerings of Belgacom, X5 Retail Group N.V., Banco Comercial Português, S.A., OJSC Magnitogorsk Iron & Steel Works, Enel S.p.A., Findexa Limited and Evraz Group S.A.

Mr. McDonald also is experienced in advising clients on SEC filings and other U.S. securities law matters, and he has represented clients including ASML Holding N.V., Marine Harvest and DRDGOLD Limited on such issues. His highlights also include advising Fresenius SE in connection with its acquisition of APP Pharmaceuticals, including SEC registration and Nasdaq listing of contingent value rights issued by a subsidiary of Fresenius.

Bar Admissions

New York


M.B.A., Boston University School of Management, 1999
J.D., Boston University School of Law, 1998
B.A., Cornell University, 1993