Boris Mintz intends to give up control over O1 Properties

One of the largest owners of Moscow-class A-O1 Properties offices, Boris Mints, began negotiations with holders of Eurobonds for $ 350 million concerning a possible change of the company's controlling shareholder.
This was told to Vedomosti by a person close to one of the bondholders, Mints's acquaintance and a person close to one of the minority shareholders of O1 Properties. One of Vedomosti's interlocutors knows that negotiations with investors in London are planned this week.

Eurobonds for $ 350 million were issued by O1 Properties Finance plc in 2016. The securities should be redeemed in September 2021, the coupon for them is 8.25%, the periodicity of payment is six months. Since early April, the price of eurobonds has fallen by 17 percentage points to 63.5%, yield increased by 9.9 percentage points to 25.4%, according to Reuters.

Under the terms of the issue, it is indicated that the holders of the securities may early present them for redemption, in case of a change of the controlling shareholder, the issuer will have to pay 101% of the par value, as well as the accrued but not paid coupons. The guarantor for securities is O1 Properties, so the condition for the change of control extends to the case when owners change at the company itself.

The representative of the O1 Group confirmed that the prospectus of bonds O1 Properties includes an item on early repayment in case of a change in the controlling shareholder. He did not answer other questions: the company does not disclose the details of the relationship with investors.

The regulation on the change of control is contained not only in the terms of issue, but also in the main part of the company's secured loans, the S & P report said. The change of control may lead to the need for payments on most of the debt, if required by creditors, the analysts of the agency said. As of December 31, 2017, O1 Properties had secured debt of $ 2.133 billion and unsecured debt of $ 930 million. "As of December 31, the company did not have enough liquidity to pay off all these debts. However, these are long-term debts, and investors have not yet demanded their repayment, since a change of control has not yet occurred, "says S & P analyst Anton Geise.

O1 Properties can go under the control of Cyprus Riverstretch Trading & Investments, the sources of Vedomosti reported. This company was hired by the concern Rossium Roman Avdeyev to work on structuring the deal to return the funds, after the Moscow credit bank, controlled by Rossiyu, transferred the debt to the concern O1 Group in the amount of 25 billion rubles. The pledge for this debt is a controlling stake in O1 Properties, analysts at S & P write. 62.5% were pledged, Moody's said. A large payment of O1 Group on this debt is due in June, they noted. If O1 Group does not fulfill its obligations under the loan, it may lose control over O1 Properties, Moody's analysts wrote. However, according to one of Vedomosti's interlocutors, the parties agreed and the group is ready to transfer the pledged O1 Properties.

Holders may refuse to present the securities for early repayment, and in return the issuer may offer them certain compensation, says Oleg Bychkov, partner of the law office of the EMPP: "In order to fix this agreement, the parties can change the terms of the securities issue or enter into an additional agreement to it - though, for restructuring papers must be voted by at least 75% of the holders of the issue. "Also, the issuer and holders may enter into an agreement outside the scope of the issue: for example, investors can purchase assets from companies for refusing an offer or a third party (including a new owner) with a large discount, he concludes.