White & Case advises NPC Ukrenergo and Ministry of Finance of Ukraine on landmark debt-for-energy swap and successful restructuring of Ukrenergo’s outstanding guaranteed Eurobonds

Global law firm White & Case LLP has advised long-standing clients National Power Company Ukrenergo and the Ministry of Finance of Ukraine (MinFin) on the successful restructuring of Ukrenergo's US$825 million 6.875% Guaranteed Green and Sustainability-Linked Notes due 2028, issued in 2021 (the Eurobonds).

Following an agreement in principle originally reached with the Ad Hoc Group of holders of the Eurobonds in April 2025 and a revised agreement in principle reached in April 2026, the restructuring was successfully completed in October 2026. The transaction was effected through a Tender Offer, Exchange Offer and Consent Solicitation, pursuant to which the Eurobonds were either purchased for cash pursuant to an unmodified Dutch auction or exchanged for new unguaranteed securities issued by Ukrenergo. Holders of 97.49% of the outstanding Eurobonds participated in the transaction.

The Tender Offer and cash component of the transaction were funded by new financing raised by Mavka Finance DAC, a special purpose vehicle, through the issuance of US$494.75 million 8.6% Secured Reconstruction Notes due 2041. The Reconstruction Notes benefit from Ukraine's direct sovereign guarantee and from political risk insurance provided by the US International Development Finance Corporation (DFC), and received an Aa3 rating by Moody's.

The transaction represents a first-of-its kind debt-for-energy swap transaction, where the DFC-supported debt-buyback resulted in principal and interest savings of approximately US$135 million, which will be used to repair, rebuild and maintain Ukrenergo's network damaged by Russia's war against Ukraine and to strengthen the resilience of Ukraine's energy transmission system.

White & Case partner Ian Clark, who co-led the Firm's deal team, said: "This was one of the most consequential restructurings we have worked on in Ukraine. The transaction both contributes to Ukrenergo's financial stability and provides the company with fresh resources to keep Ukraine's power grid operating despite huge wartime challenges. The result we helped deliver works for Ukrenergo, for its private sector partners, and for our long-standing client Ukraine."

White & Case partner Olga Fedosova, who led the Firm's deal team, said: "Few transactions carry the weight this one does. Ukrenergo keeps Ukraine's lights on under constant attack, and this restructuring was essential to secure the financing it needs to continue operating and rebuilding. It was an extraordinarily complex deal, combining a debt exchange with new DFC-backed financing, but the result speaks for itself: real debt relief for Ukrenergo and real resources freed up for Ukraine's energy infrastructure at a moment when nothing matters more."

For over 25 years, White & Case has advised Ukraine and its most important state-owned entities on dozens of international financing transactions and comprehensive liability management and restructuring transactions, including the debt deferral transactions of Ukraine, Ukrenergo and Ukravtodor in 2022, the comprehensive sovereign debt restructuring of 2015 and 2024, and the restructuring of Ukrainian GDP Warrants in 2025.

The White & Case team which advised on the transaction included partners Ian Clark (London) and Olga Fedosova (Paris), counsel James Clarke (London) and associate Dimitrios Lyratzakis (London), with additional support from a number of other lawyers across the Firm.

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