Advising on Series of Security Transactions over IP with the Total Pledge Value of over 1,000,000,000 Rub Within a Syndicated Loan Transaction

Client AO Raiffeisenbank and PJSC ROSBANK (Russia)

Description

In order to refinance the principal debt under the concluded loan agreements and to finance the expenses related to marketing activities, well-reputable Russian banks AO Raiffeisenbank and PJSC ROSBANK (the Clients) have opened a new loan facility for their client – the Internet platform (the Borrower). The security interest structure under the loan agreement concluded between the Clients and the Borrower included, among other things, a grant of series of security interests with regard to a portfolio of various intellectual property subject matters and rights, including trade marks (service marks) and licensing rights (arising out of the existing license agreements). The Clients’ legal counsels engaged us as experts in securing financial transactions through “intelligent pledges” for team legal support and closure of a number of pledge (security) transactions.

Solution

In the course of this project aimed directly at securing the performance of credit-related obligations, the experts of Gorodissky & Partners, headed by its Partner – Sergey Medvedev, PhD, LLM, - provided the required legal assistance to Clients in resolving several issues related to the grant of security interests over the Borrower’s intellectual property rights. In particular, within this project, we provided our services on checking the relevant intellectual property subject matters (legal title diligence), checking and preparing the relevant transaction documents, in particular, security agreements related to trade marks (service marks) and the licensee’s rights, and arranging the official registration of the granted security interests with Rospatent. In addition, in order to protect the Clients’ interests in case of enforcement of the relevant security agreements and subsequent (potential) foreclosure procedures, we have prepared and issued to the Clients our legal opinions on validity and enforceability of the security agreements underlying the transaction at issue.

Result

As a result of provision by the Clients of the loan secured, inter alia, by certain intangible assets, the Borrower will be able to continue the successful development of its business and promotion of its national digital brand. The pledge value of the brand and other collateral intellectual property subject matters exceeded the amount of 1,000,000,000 Russian rubles. It should be specifically noted that as part of securing this particular loan transaction the experts of Gorodissky & Partners have once again succeeded in registering a series of security interests over the licensing rights with Rospatent for the purpose of additional acknowledgement of the Clients’ security rights. Along with our firm, this project has also been handled by lawyers of an international law firm being the leader in banking & finance, who have provided the Clients with a legal support on the transaction.