Dragon Capital acts as Solicitation Agent in connection with US$ 895m Eurobonds consent solicitation of Ukrainian Railways

Dragon Capital and J.P. Morgan acted as Solicitation Agents in relation to the consent solicitation by Joint Stock Company “Ukrainian railways” from the noteholders of its outstanding US$ 595 million 8.25% loan participation notes due 2024 (the “2024 Notes”) and US$ 300 million 7.875% loan participation notes due 2026 (the “2026 Notes”).

The liability management exercise sought the noteholders’ approval to defer all payments under the Eurobonds for a period of 24 months (the “Support Period”), namely:

  • the maturity extension of 2024 Notes by 2 years until 2026;
  • the maturity extension of 2026 Notes by 2 years until 2028;
  • the postponement of all coupon payments until January 2025 with all deferred amounts to continue accruing interest at the respective bond’s coupon rate;
  • at the end of the Support Period all deferred amounts to be either paid in cash or capitalized to the outstanding principal of the bonds at the discretion of Ukrainian railways.


The proposed amendments were successfully approved by the noteholders: more than 75% in principal amount of the 2024 Notes outstanding voted in favour, in respect of the 2026 Notes the required quorum was present and more than three-quarters of the votes cast were in favour.

The postponement of all payments under the Eurobonds will allow Ukrainian railways to reduce the burden on the company's liquidity in such difficult and unprecedented times for Ukraine and will enable the company to unlock vital financial resources for the recovery of damaged railway infrastructure and the rolling stock, as well as restoration of connections with the de-occupied territories.

Brian Best, Managing Director, Head of Investment Banking at Dragon Capital:

"We are grateful to the management of Ukrainian railways and the Ministry of Infrastructure of Ukraine for trusting Dragon Capital and our colleagues from J.P. Morgan to act as advisors on these restructurings.

We have come a long way, but the reached agreements will allow Ukrainian railways to focus on solving critical issues and continue to transport stably in the unpredictable conditions of war. And this is now priority #1.

The noteholders’ approval to defer all payments and to support the restructuring proposal once again speaks of the comprehensive support of Ukraine in its struggle."