How the creditors of Svyaznoy ended up in a trap

Why Maxim Nogotkov's attempts to transfer Svyaznoy Group to a new owner fail again and again? It seems, that even having agreed on one version, he never ceases to look for more profitable deal. But the delay reduces the cost of the retail chain.
Yes, I am ready to give consent to the transfer of its shares. Ready to give it today. " This phrase, uttered at the end of December 2014 the founder of "The Messenger" Maxim Nogotkova during a teleconference with the participation of a creditor of the company Oleg Malis and lawyers (entry is at the disposal of "Vedomosti"), was to testify about the imminent change of control over the center of the "Messenger" - Cyprus offshore Trellas Enterprises Ltd - by Nogotkova to score in Malis debt. In fact, it began with the history of the struggle for the assets of one of the largest retail networks in Russia.

Two days after the call on December 26 Marigold call the registrar and will withdraw the decree on the transfer of shares Malis and another major creditor "Coherent" - Promsvyazbank will complain to the Federal Antimonopoly Service (FAS), which, in his view, the transition "Coherent" under control Malis may violate antitrust laws.

In an interview with "Kommersant", and then in an interview with "Vedomosti" Malis says that does not understand how Marigold could revoke an irrevocable power of attorney to transfer shares Trellas. "Definitely eit is not the most obvious question is not "black and white" - responds to this Marigold. The answer to the question unbanal businessmen looking for is now in the courts of Cyprus. "Vedomosti" tried to understand what upset, it would seem, has a perfect deal.

As "The Messenger" did not give "ONEKSIM"

Until December 2014, Oleg Malis and a group of "The Messenger" nothing is tied. Except for the fact that the older brother, Oleg, Alexander, since 2009 manages the main competitor of "The Messenger" - "Euroset". "Euroset" and "The Messenger" is not just engage in a price war and argued for the outlets.

And in December 2014, "Onexim" Mikhail Prokhorov suddenly ceded company Solvers Oleg Malis rights to the loan of $ 127 million including interest. Collateral for the loan was controlling stake Trellas, which owns the entire group, "The Messenger".

Malis, according to three of his friends, is paid "ONEKSIM" for the right to claim the loan of $ 60 million and promised to pay the rest later. Supplement with upside will be made after a possible resale of the asset, according to one of the interlocutors "InEdom. " Sam Malis and representative of the "Onexim" terms of the transaction does not comment.

Prokhorov's group this month to deal with Malis was itself a contender for the purchase of "The Messenger". However, NPF "Welfare", which is "The Messenger" must be more than 3 billion rubles., "Onexim," going on a parity basis in Nogotkova purchase 90% of shares of CJSC "Group" The Messenger "companies controlling eponymous salon network connection. It was assumed that the remaining "10-15%" of the group and other assets Trellas - «The Messenger Bank", an online retailer of jewelry Pandora Enter and network - will have Nogotkova. However, the deal fell apart, too: Marigold refused to sign legally binding documents, said later, "Onexim".

Having "the nuances of non-commercial nature," explains Marigold: "The deal could be closed only on the condition that it will agree with all the other creditors. We have not agreed on the fact that "Onexim" wanted to negotiate with other lenders unlimited time, and I thought that this time should be limited to two months, or must be the guarantors financial support to the group of companies. " In addition, said Marigold, he with "Onexim" there were different views on the future of the bank.

"Onexim" appealed to the court and asked Cyprus to seize all assets and property Nogotkova for failure to meet their debt obligations. The court granted the request. "I can not sell anything without the consent of the creditors: all the assets arrested, Trellas incapacitated" - he confirms himself Marigold.

As "The Messenger" has appeared many needs

Ransom loan "Onexim," Malis found that Trellas owns Dutch Svyaznoy NV, and she, in turn, through the GC "The Messenger" - Russian "Coherent-Logistics". Around the latter company and is based retail chain "The Messenger": it consisted leases salons, network managers work in it. But the brand "The Messenger" is assigned to Trellas, which also owns other businesses based Nogotkova - jewelry stores Pandora, Enter, and "The Messenger Bank".

It turns out that controlling all key groups of companies incorporated bylarge loans, "Coherent-Logistics" - the Sberbank loan (. 5.6 billion rubles), a majority Svyaznoy NV pledged to the PSB (. credit for 6 billion rubles), and a controlling stake Trellas laid on that same loan "Onexim "for $ 120 million.

Moreover, the company has linked the group and mutual debt. Subsidiaries Trellas structures have long been its creditors - "Money raised on the development of the" Messenger of the bank "and Enter», Marigold explains. Trellas debt to the "daughters" and is now a significant, say two Nogotkova friends. Of the total debt "Coherent" more than 60 billion rubles. about 15 billion rubles. falls on the Pandora service provider, the company "Panklub", 15 billion rubles. - On "Coherent-Logistics" and about 30 billion rubles. - On Trellas, follows the stories of people close to the "Messenger", and the creditors Nogotkova.

In negotiations with creditors Marigold often used the argument that if we do not get a new loan, you will not be able to buy a new batch of phones, so - fall sale, the company may have problems worse for everyone. This storycould last for a long time, if not a crisis, said one of the interlocutors "Vedomosti". Marigold is sure that lenders are well aware, underneath that give money: "All knew in advance of our ownership structure, see where any liens. There is no violation of anyone's rights. "

The situation could be remedied sale retail business mobile operator MTS - negotiate with him actively conducted in the summer of 2014, Marigold told "Vedomosti". But at the height of their principal owner AFK "Sistema" - the largest shareholder of MTS - Vladimir Yevtushenko he was under house arrest, and the deal has stalled. Meanwhile, due for repayment "Onexim" loan, and there was no money. Here and we were talking about that Marigold would lose control over the group.

As "The Messenger" is not given Malis

In late December, Malis, learned that Solvers will not receive control over Trellas, and ceased to communicate with Nogotkova.

Marigold explains what happened like this: "When Oleg [Malis] said that he intends to implement a pledge, he said, that will not change the management of the company" Cvyaznoy "will remain independent and that he would negotiate with all the creditors. Initially, these statements were confirmed. But in late December, I received e-mail from the director general of "liaison" Michael stitch, in which he thanked me over many years of working together, and reported that retires. The statement, however, he did not write, because at that time was on leave. And from the general director Yevgeny Prokhorov Enter and have a letter of resignation. "

Subsequently Thach explained that he was threatened and forced to do things that he does not agree, Marigold says: "There have been given the command to stop paying suppliers and earn money - it is not clear for what purposes and tasks. He did not want to take responsibility for these decisions. " Solvers really recommended management "liaison" to save money and "delay" payments, where you can not argue Malis: "It was necessary to build up a" liquidity cushion "- a common practice, nothing extraordinary." Similarly, acted "Euroset", once in October 2008, it was acquired by Alexander Mamut, he recalls.

touch Confirmdil "Vedomosti" that at the end of 2014 considered the possibility of leaving the "Messenger", since the first contact with Malis seemed uncomfortable, and management style and offers the future of the majority shareholder - incompatible with the ideology of the former company. But now all the questions are removed, and plans to go there "with all parties in the process is equally established constructive relations," he emphasizes Touch.

In a recent interview with "Kommersant" Malis suggested that the true reason for revocation of the transfer order - collusion between Nogotkova and two lenders, Promsvyazbank and NPF "Welfare". "The role of Maxim Nogotkova is what he told us holding hands, and the two pockets sharyat: yet we impede Cyprus (we are talking about the case on the transfer Trellas shares -" Sheets ".) Bank and NPF used the situation as a default and take the assets ", - Malis expounding his version. As a result, certain Malis, Marigold and lenders expect to sell 49% of the GK MTS "The Messenger", which, according to him, ready to buy this package for9 billion rubles.

"I'm only interested in the issue of preservation" liaison "and the independence of its management - retorted Marigold. - Through the "Messenger" are large cash flows, and it would be right to manage them himself management, not allowing them any good or bad Trellas creditors. No other wishes I do not. "

As "The Messenger" is not given to PSB

Promsvyazbank and "Welfare" tried to become co-owners of "The Messenger". In January NPF "Welfare" auctioned collateral for overdue loan - 15% of the shares Svyaznoy NV, and he himself had bought the stake from Trellas discount. Malis told "Kommersant" that the auction, according to him, was unlawful: "The lawyers brought from the court file photo pillars in Amsterdam on which hung a notice of holding an auction for the sale of Svyaznoy NV directly over the announcements of the concert or the loss of a cat hanging ad: "For sale Russia's largest electronics retailer." We have stated in court that it was a conspiracy, that these auctions are absolute nonsense and illegal.The referee has agreed with our arguments. "

A similar auction was going to spend on January 30 PSB; he could buy his part of the deposit - 51% Svyaznoy NV But after an appeal lawyers Solvers Amsterdam District Court banned the auction as long as the Cypriot court decides who owns the control Trellas.

At the same time, says a representative of Promsvyazbank and support representatives Malis, PSB asked the court to recover from the Trellas 2 billion rubles. on the loan that the bank in December 2014 called overdue. "However, this default can be regarded as artificial as actually paid interest on the loan," - says legal consultant George Malis Azarov. According to his words, he addressed Solvers in the same Dutch court to challenge the requirement of Promsvyazbank. As a result, the court found that Solvers is not a direct party to the dispute - the application must be very Trellas. But the appointed board of directors Nogotkova does nothing to protect the interests of Trellas, which also indicates that there is collusion between Nogotkova and Promsvyazbank, Azarov said.

PreSedAtel board of Promsvyazbank Artem Konstandyan denies the bank's participation in collusion with someone else. Allegations of collusion has been refuted and the Dutch court, he said.

If the Promsvyazbank ahead "Onexim," and took a stake in Svyaznoy NV, it could be a simple majority to approve the sale of GC "The Messenger" whom he wants, reason two people familiar with the creditors "Coherent".

Marigold for reasons of economic benefits sided PSB, said Malis. According to one of the partners of Promsvyazbank, the promised Nogotkov in the case of transition "Messenger" to the bank saving him post operational control of the company. Marigold himself denies this: "Personally, I did not promise anybody anything, and did not offer - or MTS, or PSB, or" Welfare ".

But he does not hide his preference for the creditors, creditor bankers Malis: "With Malis I met on 17 December about his deal with" Onexim "has learned from RBC. And we PSB 10-year relationship. And then, and PSB, and NPF "Welfare", and Sberbank - moreie financial institutions willing to financially support and develop the company. They have money. Therefore, in general, for the control group of banks or pension fund of assets better than the control Oleg. "

Who wants

The big mystery to all the interlocutors "Vedomosti" the question remains, for whose benefit an Malis. One does not exclude that Malis could borrow money from someone of the partners - for example, USM Holding Alisher Usmanov (controls "Megaphone" Malis partner in development project "Moscow City"). USM Advisors CEO Ivan Streshinsky Usmanov denies any involvement with the company in the history of "The Messenger". Malis also denies speculation that represents someone's interests in the transaction only its own funds participated with "Onexim". "I have good relations with shareholders" MegaFon ", and with the shareholders" VimpelCom ", and with the representatives of MTS shareholders, but that does not mean that I'm with someone negotiated or agreed," - he said, not excluding, however, no alliances in the future.

It seems Malis and he expects to sell its stake in "The Messenger" MTS, concludes the former owner "Euroset" Evgeny Chichvarkin: the situation is such that many sellers and the buyer alone.

Malis says that in January, met with representatives of MTS: "They have a very pragmatic position. They have already approved the budget for the deal - 9 bln. - And want to buy 51% of the company. And they do not care who that 51% of them will. "

Malis said he hoped and hoped for the support of all creditors, as it believes that a restructuring proposal for the benefit of all. He hoped, for example, on the support of Sberbank, told his friends, but in the end the bank has taken a neutral stance: he continues to lend to the operating activities of the "Messenger". Sberbank does not support any of the parties to the conflict, confirms the bank employee. While Sberbank loans "The Messenger", extends financial guarantees to suppliers, the retailer operates in normal mode, generates income, vendors shipped his goods. Otherwise, the supplier would have lost the trust and business stood - and then MaIsa would have more arguments to convince other creditors to give up their claims and deposits at a discount, agree counterparty "The Messenger" and network officer.

What do eventually want to creditors

Representatives of Sberbank and NPF "Welfare" declined to comment. At PSB, according KONSTANDYAN, have no desire to search for buyers and the sale of "The Messenger" - the task to recover their loans. People close to the three creditors "Coherent" fear that Malis, if he does not manage to sell the company MTS, it will collapse. Judging by the actions taken by a businessman, he had a desire to put in the "Messenger" its management, spoil the retailer's relationship with vendors, says one of the interlocutors "Vedomosti". After that, he would have to rewrite most of the leased salons in "Euroset" (because they are the official order to FAS never have permission to sell "The Messenger" or "Euroset" nor "MegaFon"), leaving the "Coherent" only his own salons that actually budie equivalent to the loss of business and the market for "Coherent", suggest the interlocutors "Vedomosti". And for non-payment of debt is the creditors, they conclude. And explains: Now the lenders are fighting for their money - they do not need company.

"All this is from the conspiracy theories. Why do I need to cover the companies in which I have invested my money? This version - an attempt to justify the aggressive actions of the creditors, "- says it Malis.

Solvers offered to creditors to establish a supervisory board for the entire group, he says: it would have lenders representatives. But the representatives, in turn, would have the right to block any strategic decision, says the businessman.

But after the exacerbation of the situation with the banks, the founder of "The Messenger" have problems in relations with former managers and partners. Top managers of "The Messenger" has always belonged to the company, not as hired employees, but as co-owners - Marigold promised them a share of the business, the cost of which they create, says a former employee of the group. "Usually Maxim came and said that the bonus is not buis, money is needed for development and need to wait a little, - says one of them. - People were waiting. Many have worked with him for many years, during this time had a good relationship - it is impossible not to trust the person that you are not deceived before. " But last year, the mood changed. Group "The Messenger" left the two key manager - one of the oldest Nogotkova partners, minority shareholder Enter Sergei Rumyantsev, and Managing Director of "The Messenger" Jury Labis.

Two lender "Coherent" fear that the situation with no delay of assets may lead to the fact that suppliers will refuse "The Messenger" in trade credits. This will negatively affect the operations of the company and therefore its cost.

What he wants to Marigold? The position, he said, is simple: "wait, how much assets will be realized." MTS is interested in purchasing "The Messenger", talks about it, it is with the creditors, said Marigold. Prior to default on the loan, "Onexim" MTS has assessed 100% Svyaznoy NV at 30 billion rubles. after the deduction of operating debt.

In October 2014 the FAS odobsludge petition MTS to buy a controlling stake GC "The Messenger". But since then much has changed, said a representative of MTS Dmitry Solodovnikov. "We are ready to consider the possibility of buying a stake in" The Messenger "after all the issues will be settled with the creditors. The decision will be made taking into account the economic situation at a particular time ", - he added.

The owned Marigold

In Trellas group includes four major asset.

Network "The Messenger" 3100 combines cellular retail salons (number three in Russia). . Turnover in 2013, according to the company, 556 billion rubles, revenues - 108 billion rubles, EBITDA -. 4,65 billion rubles. Data for 2014 yet.

Enter specializes in selling non-food products. It includes both an online store and traditional shops in Moscow and regions (109 points). Turnover including VAT in 2014 - about 9 billion rubles.

Pandora - a network of 200 jewelry stores. According to "SPARK-Interfax", revenues for 2013 - 6.2 billion rubles, net profit -.. 1.7 billion rubles "The Messenger Bank" on January 1, 2015 with assets by 63.4 billion rubles. The first paragrapholovinu 2014 finished with a loss of 3.8 billion rubles. (IFRS) - twice more than in the same period in 2013