On August 4, 2025, amendments to the laws on syndicated loans and the securities market came into force (Federal Law No. 245-FZ of July 23, 2025, "On Amendments to the Federal Law 'On Syndicated Loans (Loans) and Amendments to Certain Legislative Acts of the Russian Federation' and Article 15.1 of the Federal Law 'On the Securities Market'—hereinafter, the Amendments).
Overall, the Amendments expand the opportunities for trading interests in syndicated loans issued under Russian law since 2020. The Amendments allow for:
repackaging such interests in syndicates into structured bonds issued by a specialized financial company (SFC);
more flexible structuring of loan participation agreements (LPAs).
In this article, we will only consider the Amendments to the law relating to SFCs. We will discuss the changes regarding LPAs in a separate post.
Before A paradoxical situation existed before the Amendments came into effect: shares in Russian-law syndicates concluded since December 2018 were more difficult to sell than shares in "old" Russian syndicates or syndicates issued under English law.
Since 2019, banks have been repackaging numerous English-law and "old" Russian syndicates into bonds issued by specialized financial institutions (SFIs). Especially many of these deals were concluded, for obvious reasons, after 2022. However, for some reason, repackaging "new" Russian syndicates into bonds was prohibited.
A Russian investor, even a qualified one, is unlikely to be familiar with the terms "repackaging" and SFIs. The fact is that "repackaged" bonds are not traded either on the stock exchange or over-the-counter (OTC). A recent article in Kommersant slightly lifted the veil of secrecy over this issue for the general market. such instruments.
We are currently assisting some investment banks in preparing "repackaging" deals for a wider range of qualified investors. These deals will allow investors, for the first time, to invest in the debt of companies that have not previously issued on the bond market. The amendments to the law couldn't have come at a better time – they will further expand the range of companies whose debt will be available to investors through repackaging.
Under the Amendments, a SFO can either directly participate in a syndicate or acquire an economic interest in a syndicated loan without joining a syndicate by entering into a SFOCA.
We welcome the Amendments and are happy to discuss with our clients the new products they enable.
Overall, the Amendments expand the opportunities for trading interests in syndicated loans issued under Russian law since 2020. The Amendments allow for:
repackaging such interests in syndicates into structured bonds issued by a specialized financial company (SFC);
more flexible structuring of loan participation agreements (LPAs).
In this article, we will only consider the Amendments to the law relating to SFCs. We will discuss the changes regarding LPAs in a separate post.
Before A paradoxical situation existed before the Amendments came into effect: shares in Russian-law syndicates concluded since December 2018 were more difficult to sell than shares in "old" Russian syndicates or syndicates issued under English law.
Since 2019, banks have been repackaging numerous English-law and "old" Russian syndicates into bonds issued by specialized financial institutions (SFIs). Especially many of these deals were concluded, for obvious reasons, after 2022. However, for some reason, repackaging "new" Russian syndicates into bonds was prohibited.
A Russian investor, even a qualified one, is unlikely to be familiar with the terms "repackaging" and SFIs. The fact is that "repackaged" bonds are not traded either on the stock exchange or over-the-counter (OTC). A recent article in Kommersant slightly lifted the veil of secrecy over this issue for the general market. such instruments.
We are currently assisting some investment banks in preparing "repackaging" deals for a wider range of qualified investors. These deals will allow investors, for the first time, to invest in the debt of companies that have not previously issued on the bond market. The amendments to the law couldn't have come at a better time – they will further expand the range of companies whose debt will be available to investors through repackaging.
Under the Amendments, a SFO can either directly participate in a syndicate or acquire an economic interest in a syndicated loan without joining a syndicate by entering into a SFOCA.
We welcome the Amendments and are happy to discuss with our clients the new products they enable.