Omni LAW FIRM

OMNI has a market leading banking and finance practice. We represent lenders (including investment and commercial banks, international financial institutions and funds) and borrowers alike in all types of financings. Since our establishment we have handled financing transactions for the total value around of USD 4 billion.

Some of the transactions we were involved in include:

• acting for the Ministry of Finance of the Republic of Azerbaijan in a series of ECA-backed financings for the purposes of various infrastructure projects in the Republic of Azerbaijan (with total value in excess of USD 1 billion);

• representing major foreign banks and funds in connection with loans and other debt instruments to various Azerbaijani banks and corporates;

• representing international financial institutions (EBRD, IFC, BSTDB, IDB) in their operations in Azerbaijan, including various types of loans to Azerbaijani banks, corporates and microfinance institutions (SME lines, microfinance loans, revolving credit facilities, A/B loans, CLN programs, subordinated loans);

• acting for AZAL (national air career) in connection with 2 PDP facilities for acquisition of ATR and Boeing aircraft with a total approximate value of USD 200,000,000;

• acting for SOCAR (State Oil Company of the Azerbaijan Republic) and its affiliate AzSD Limited (holder of participating interest in Shah Deniz PSA) in connection with a USD 200,000,000 financing. The loan is secured by the proceeds from sale of gas and condensate from Shah Deniz gas field. The deal was a rare (if not the only) debt financing transaction involving Azerbaijani borrower after the collapse of financial markets in the fall of 2008;

• acting for State Oil Company of Azerbaijan Republic (SOCAR) in connection with a USD 610,000,000 corporate loan, believed to be the first unsecured facility to an Azerbaijani corporate outside banking sector and the largest financing of 2008;

• acting as a local counsel to SOCAR and its affiliate Az(ACG) Ltd. in a USD 750,000,000 financing, which was the largest financing transaction in Azerbaijan in 2005, including support during all the stages of the deal and issuing an Azerbaijani law legal opinion in favor of BNP Paribas led consortium of banks (Project Finance magazine's "European Oil & Gas Deal of the Year" for 2006). This was the inaugural transaction for an Azerbaijani company in the international loan market;

• acting in connection with a EUR 300,000,000 facility taken by Azerenergy (incumbent energy provider) to be used for construction of Janub power plant;

In addition to transactional work, we are active in advising clients on regulatory aspects of Azerbaijani banking and financial services market. Representative regulatory matters include:

• advising investment banks on possibility of derivative transactions under ISDA documentation and repo transactions under GMRA documentation under Azerbaijani legal framework;

• advising an IFI on the status of non-banking credit organizations and their transformation into banks;

• advising foreign banks in connection with licensing and regulatory requirements for their operations and products involving Azerbaijani banks and corporates;

• performing capacity and authority checks on transaction counterparts of foreign banks in connection with their operations in Azerbaijan;

• feasibility study for the IDB on possibilities of employing Islamic financing modes within the current legal framework and required legislative changes;

• assisting a foreign bank on regulatory compliance issues in connection with change of shareholders of an Azerbaijani bank;

• advising a foreign bank on all matters in connection with acquisition of an Azerbaijani bank;

• advising on regulatory regime applicable to mortgage loans and possibilities of mortgage securitization transactions;

• partners Roman Alloyarov and Ismail Zargarli acted as EBRD’s local counsels in a mortgage registry project aimed at establishment of a mortgage registry for immovables;

• advising a global provider of payment services on the regulatory regime in banking and financial sector and its projects in Azerbaijan;

• advising a major credit card company on anti-money laundering legislation;

• advising a major investment bank on anti-money laundering legislation.