Tulupova, Polina

Polina Tulupova

Counsel

polina.tulupova@lw.com
    Tulupova, Polina

    Polina Tulupova

    Counsel

    polina.tulupova@lw.com

    Profile

    Polina Tulupova advises on a full range of equity derivatives and equity-linked transactions in the US market.

    Polina combines extensive experience navigating both US domestic equities and the equities of US-listed foreign private issuers, including dual-listed issuers, to advise investment banks and users of such financial products — such as issuers, private equity sponsors, hedge funds, and high-net-worth individuals — on:

    • Convertible bonds, including related call spreads (capped calls) and stock borrow facilities, as well as exchanges, repurchases, and unwinds
    • Financing strategies related to concentrated equity positions via over-the-counter derivatives (hedging and/or monetization)
    • Fixed and variable share forward sales and related equity offerings, including registered at-the-market offerings (in particular, for REITs)
    • Accelerated share repurchases
    • Fund-linked securities, such as collateralized fund obligations
    • Margin loans

    In her prior work at another leading international law firm and while on secondment to Credit Suisse’s Equity Corporate Finance Desk, she was involved in some of the EMEA region’s most significant equity capital markets transactions from 2010 to 2016. 

    A recognized leader at the firm, Polina recently served as co-leader of the Women Lawyers Group in the New York office.

    Experience

    Polina’s representative experience includes advising:

    • Investment banks on NIO’s US$650 million, US$1.3 billion, and US$1 billion Rule 144A or Rule 144A / Regulation S convertible note offerings, including related issuer hedging (capped call) and borrow facilitation (zero-strike call) transactions and exchanges/repurchases of the previously issued convertible notes
    • Goldman Sachs Financial Markets on forward sales of common stock in Green Brick Partners by accounts managed by Greenlight Capital and affiliates, following an underwritten offering of common stock in Green Brick Partners by one of the accounts
    • The initial purchasers on iQIYI’s US$600 million Regulation S convertible notes offering 
    • The placement agent and advisor to the acquiring US corporate on the exchange of the target’s outstanding convertible debt into the acquiror’s common stock and unwind of the related capped calls, in connection with a multibillion-dollar acquisition of the target
    • Investment banks and issuers in multiple at-the-market (ATM) programs with a forward component, including execution of related forwards during the life of the program, including for Kennedy-Wilson Holdings, Digital Realty Trust, and CyrusOne
    • Farfetch on multiple convertible note offerings, including its US$350 million Rule 144A convertible senior notes and US$600 million PIPE convertible notes issued to Alibaba Group and Richemont in connection with their global strategic partnership
    • Investment banks and issuers on the majority of marketed convertible offerings by US listed issuers from Israel since 2018 (including where applicable related capped call transactions)
    • The Central Bank of Russia and Sberbank of Russia on the US$5.2 billion sale of 7.58% of the share capital of Sberbank (structured as a Rule 144A/Regulation S offering of ordinary shares and global depositary receipts concurrent with Sberbank’s secondary listing on the London Stock Exchange and an offering of ordinary shares in Russia on the Moscow Exchange)*

    *Matter handled prior to joining Latham

    Qualifications

    Bar Qualification

    • New York

    Education

    • LL.M., Harvard Law School, 2010
    • MA in Jurisprudence, Moscow State University of International Relations, 2006
      summa cum laude
    • BA, Moscow State University of International Relations, 2004
      summa cum laude

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