Ropes & Gray Advises Russian Standard Corporation in Strategic Alliance with CEDC

(LONDON) 24 April 2012 – Ropes & Gray is representing Russian Standard Corporation (with its affiliated companies, “Russian Standard”), a leading private company in Russia with business interests in premium vodka, spirits distribution, banking and insurance, in entering into a strategic alliance with Central European Distribution Corporation (Nasdaq: CEDC). The parties have signed definitive agreements that provide for an initial investment by Russian Standard of US$100,000,000 in CEDC through the purchase of a combination of newly issued shares of CEDC common stock and exchangeable notes (exchangeable into common shares of CEDC following shareholder approval) to be issued by CEDC. In addition, Russian Standard has agreed to purchase up to US$210,000,000 principal amount of newly issued, unsecured CEDC senior notes due July 31, 2016 at a blended interest rate of 6.00%. The proceeds of these investments will be used to retire CEDC's 3.00% Senior Convertible Notes due 2013.

The Ropes & Gray team was led by Boston-based partner Chris Comeau, handling the equity investment and U.S. securities law issues, and London-based partner Jane Rogers, handling the debt investment. Boston-based partner David Saltzman led the tax aspects of the deal. The team included associates Jason Freedman (San Francisco); Michael Kazakevich (London); and Diana Nenchev (Boston).

Jane Rogers added, “This transaction presented an opportunity for Ropes & Gray to take advantage of our depth and breadth in structuring and negotiating complex equity and debt investments across our geographies and demonstrates our team approach and the tight integration of our practice across offices. Our clients rely on our ability to work seamlessly across the globe and deliver on what they need. ”

The closing of the transactions contemplated by the definitive agreements will take place in three stages and is subject to customary conditions.

Ropes & Gray, a global law firm with more than 1,100 lawyers and professionals, provides clients with execution of their transactions from offices in the world’s major centers of business, finance, technology and government – London, Hong Kong, Shanghai, Tokyo, New York, Washington, D.C., Boston, Chicago, San Francisco and Silicon Valley. The firm is highly and consistently ranked for its practices in private equity, M&A, finance, investment management, hedge funds, life sciences, health care, intellectual property, litigation, securities litigation and government enforcement.