The buyer of the Transfin-M leasing company, TFM Garant, Alexei Taycher, received money for the deal from Transfin-M itself. In order to finance its buyer, the leasing company pledged property at VTB. Under the terms of the transaction, the buyer must also redeem the bonds of the company that are on the balance sheet of the previous owner - NPF Blagosostoyanie. The buyer will also fulfill this part of the contract at the expense of Transfin-M. Experts note that M&A transactions of this kind are becoming rare, and it will not be easy to pay off the leasing company's new debt.
Kommersant learned the details of the transaction for the sale of NPF Blagosostoyanie to its leasing company. At the beginning of November, the pension fund announced that it had sold Transfin-M to TFM-Garant, in which 70% belonged to the ex-adviser of Russian Railways, Alexey Taycher, the rest was owned by the new Transfin-M management, members of the board Maxim Anischenkov, Alexander Holland and Ivan the Blagodatsky (see Kommersant on November 8). The deal amounted to 32.6 billion rubles. According to the interlocutor of Kommersant, familiar with the terms of the sale of the leasing company, Transfin-M pledged its unencumbered property under a VTB loan. According to him, the loan amount could be “55 billion rubles. or close to that. " The leasing company transferred the received funds to TFM-Garant, and this company bought Transfin-M on them, the source said. Another source, familiar with the terms of the deal, confirmed that Transfin-M property was pledged within its framework. However, he does not know for whom the loan was technically issued (for a leasing company or for TFM-Garant).
Kommersant’s interlocutors claim that the deal implied another condition - NPF Blagosostoyanie should get rid of Transfin-M bonds on its balance sheet worth about 30 billion rubles. (see Kommersant of June 24). There is not enough borrowed funds to buy them or repay them. However, Transfin-M has free cash placed on deposits (7 billion rubles as of June 30, according to IFRS financial statements). According to one of the interlocutors, these funds are also not enough for buyers, so they will have to expect the receipt of client funds as a result of the closure of a number of contracts. The parties should pay off the bonds for the most part this year, and partly next year, the source adds.
Officials TFM-Garant and Transfin-M stated that the information was false, declining to comment further. The interlocutor, close to the buyers, assures that the loan amount and obligations to redeem the bonds are different, but refused to provide accurate data. VTB did not comment on the deal. In NPF Blagosostoyanie it was not possible to get a comment promptly.
NPF Blagosostoyanie sold a leasing subsidiary mainly for mandatory stress tests. Taking into account bonds, Transfin-M held the largest place in the fund's portfolio of pension reserves and affected the risk of asset concentration. This asset is profitable: in 2018, Transfin-M earned 4.4 billion rubles. profit under IFRS, and for the first half of 2019 - 8.7 billion rubles., But of which 6 billion rubles. were obtained through the sale of leased property. However, according to experts, even taking into account such financial results, servicing a company’s loan will not be easy. “In my opinion, it will be difficult for a company with its current level of profitability to repay this debt on its own in the medium term,” says Ruslan Bulatov, director of Fitch Ratings. “The loan is likely to be quite long and designed to have a synergistic effect from other buyers’ assets. ”
The transaction mechanism itself is non-market in nature, M&A market experts draw attention. “The story is typically Russian, before transactions of this kind were quite popular, but in the banking sector with the advent of the head of the Central Bank, Elvira Nabiullina, they became a rarity,” explains Dmitry Kurbatsky, managing partner of the Dmitry Donskoy financial group. On the leasing market, the Central Bank only introduces regulation, and M&A transactions do not yet require its approval.