Poker with bankers: how Igor Zyuzin beat Mechel creditors

Sberbank, VTB and Gazprombank could not deprive the founder of Mechel of control over the company. Now Igor Zyuzin is closer than ever to defeating the creditors
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A few years ago, a Russian businessman Igor Zyuzin gave a present with a hint - the deluxe edition of the novel by Fyodor Dostoevsky's "The Gambler". Igor then joked that the player he does not consider himself. "But what is happening now with the" Mechel "proves the opposite - says his friend. - He's all while sitting in the casino at the table raises the stakes, bluff, very pleased with the process and obviously does not want to finish. "

Zyuzin was always enthusiastic person, but it has long skillfully restrained second founder "Mechel" Vladimir Iorih. "Remember, as in Pushkin? They came together ... like ice and fire. Zyuzin developed "Mechel" and spoke with authority, and Iorih watching the economy and to ensure that Igor did not ditched their excessive activity of the company ", - he says Forbes said. After leaving Ioriha of "Mechel" in 2006 Zyuzin, no one can stop. Holding started buying factories and started costly construction, attracting borrowed funds.

"Mechel" mired in debt. And the major lenders - Gazprombank, Sberbank andVTB seemed to run out of patience. Go bankrupt, "Mechel" or take it from Zyuzin - their agreed position until the fall of 2014. But in May 2015 is a completely different picture: Gazprombank and VTB agreed to restructure the debt, as well as a syndicate of Western banks, and most implacable of creditors - Sberbank - is willing to sell "Mechel" Zyuzin debt and leave alone. How risky collier beat experienced financiers?

The debt per capita

For several months in the waiting room wall Igor Zyuzin hangs a sheet of paper with the inscription: "The loan - like a sin: it is better not to take." This is a warning to everyone to came in, ordered to place himself Zyuzin: he knows exactly to what can bring the loan. Businessman borrow money at costly investment projects - the construction of rolling mill at Chelyabinsk Metallurgical Plant, the development of the Elga coking coal deposit and construction of a railway from Elga to the Baikal-Amur Mainline. These settings Zyuzin has invested about $ 4 billion. Then the prices for steel products and coal fell, and "Mechel"He seemed in a very difficult position.

By the end of 2013 the debt of "Mechel" was $ 9 billion, and the ratio of net debt / EBITDA - 11,9. Only interest payments on debt in 2013, the company was forced to spend more than earned, - $ 742 million versus $ 730 million EBITDA. In November 2013, the capitalization of "Mechel" fell to $ 862 million, and was even lower in May 2015 - $ 530 million For comparison: in the summer of 2008, the company was worth 45 times as much - $ 24 billion Courts swamped with lawsuits on bankruptcy subsidiaries ".. Mechel ". We began the delay of salary, and businesses often labor inspectors.

"Practically no longer the Institute of borrowed money in the country. All took out a loan for five years, and then extended ", - explained people from surrounding Zyuzin. The main creditors - VTB, Gazprombank and Sberbank - for a long time, went to meet metallurgist. At the end of 2013 three banks agreed to kovenantnye holidays for "Mechel" to the end of 2014. Sberbank has signed a restructuring of the debt by $ 774 million: the obligation of "Mechel" extended for five years with grace period Poguesolutions to the I quarter of 2015. Restructuring agreed and a syndicate of Western banks, which "Mechel" owed $ 1 billion. In April 2014, VTB agreed to a restructuring of the debt in the amount of $ 440 million, which "Mechel" was needed to pay off in 2014.
"The problem with the debt load had to be solved fundamentally," - says the man from the environment Zyuzin. But not everyone wanted to participate in it: Alfa Bank did not enter into the pool and refused to let go of "Mechel" on kovenantnye vacation. Although debt private bank amounted to only $ 150 million, or 1.7% of the debt mountain-metallurgical company, defaulted on it threatened a cross-default on other loans, pointed out in "Mechel" statements.

The meeting on the situation in "Mechel", which is March 13, 2014 called Finance Minister Anton Siluanov, passed in a raised voice. President of Alfa Bank Petr Aven demanded early repayment of $ 150 million, his speech was very emotional, told Forbes one of the participants of the event.

"Let us Ministry of Defense contracts, money and other pensioners of the state program, whichgive the state banks, and then we will support the "Mechel". And we have investors "- supposedly exclaimed Aven.

"What do I do?" - Asked Zyuzin to the First Deputy Prime Minister Igor Shuvalov. He advised to pay the "Alpha", because she shouts. "And the rest?" - Asked Zyuzin. "So after all the others do not cry ..." - allegedly said Shuvalov.

Sberbank President German Gref said at that meeting was not present, but when he learned of the results ( "Mechel" will repay the debt to Alfa Bank in advance), fell into a rage, tells a familiar head of Sberbank. And when Zyuzin turned to him with a request to restructure, explaining its necessity benefit "Alpha", Gref was nothing wanted to hear. "Back in December 2013 Zyuzin Gref gave my word that if he would support him, no more restructuring is needed. Sberbank supported him. And then a few months later Zyuzin comes and says that due to Alfa-Bank had all the breaks. As a result, it is Alfa-Bank gave money, and Sberbank "planted." So how Gref had to act? "- Outragedtsya in an interview with Forbes correspondent banker familiar.

"Mechel" really started to pay off with Alfa Bank in advance, and as soon as the payment of the offer on the bonds at $ 400 million A VTB and Sberbank have agreed on a common position:. If the "Mechel" does not receive state aid, they are bankrupt. Zyuzin, having received from creditors refused, began to look for money to fulfill its obligations in other places and found support from RZD President Vladimir Yakunin: if Russian Railways bought the "Mechel" railway from Elga deposit to the BAM, the company Zyuzin could significantly reduce debt burden. Nineteen March 2014 Yakunin and Zyuzin met with President Vladimir Putin and handed him a letter "on the issue related to the further development of the Elga coal deposit and the eastern section of the Baikal-Amur Mainline."

Forbes familiarized with the document. Yakunin and Zyuzin wrote the president that since 2007 "Mechel" is implementing a strategic investment project for the development of the largest deposits of coking coal, allowingyuschy fully provide the country with this raw material and to achieve "a competitive position in coal exports to Asia-Pacific markets." But there is a problem: "Mechel" has built a railway line 321 km long on borrowed money, and coal prices have fallen, and the company can not complete construction of the road and at the same time to effectively develop the coal complex. Railways, in turn, would like to purchase the railroad "Mechel" for 60 billion rubles, as is engaged in complex development of the BAM. But to borrow money for this purpose can not be "zero due to indexation of tariffs and the need to keep the debt burden" within certain limits. Therefore, it is best to carry out the capital increase Railways from the budget, which the company will spend to purchase the railway at "Mechel". Right at Zyuzin Yakunin and Putin put a resolution, "Shuvalov. Please review and submit proposals to support the "Mechel" company. Urgently".

Thus, two variants of support of "Mechel" appeared once in April 2014. Railways are considering the possibility of redemption Ulak railroad -Elga have "Mechel", and creditor banks have offered a plan of refinancing of loans of "Mechel" through VEB. It was: "Mechel" to issue convertible bonds for 180 billion rubles to VEB buys, taking the necessary amount VTB, Gazprombank and Sberbank. "VEB - Development Bank, it does not pursue profit, and should prevent the bankruptcy of a large company, avoiding the growth of unemployment", - explained the "Kommersant" a source at one of the creditor banks.

Banks with "Mechel" defended the government's financial model of the company in refinancing loans through VEB, said one of the participants in the negotiation process. But in July, the government buried this option. "EBV can be understood - refinancing" Mechel "180 billion rubles will not fit into the statutory documents of VEB," - says one of the developers of the scheme. VEB Chairman Vladimir Dmitriev in July 2014 explained: "Management has considered all the proposed options for restructuring the company and its debt and found them unprofitable for VEB". Ha person close to one of the creditors of "Mechel", said Dmitriev had agreed to the deal, but Shuvalov spoke against it. In addition, as explained another participant of the negotiation process, to issue convertible bonds it was risky: "Shares" Mechel ", which is traded on the New York Stock Exchange, are issued directly to the United States. Therefore, any American shareholder with five stocks can go out and stop the additional issue. "

Abandoning refinancing loans "Mechel" by VEB, the government at the same time drew the attention of all interested parties on the unreasonableness of the bankruptcy of "Mechel" and offered to study the issue again with options redemption of Railways Railway Ulak - Elga, says one of the interlocutors. But Yakunin doing this for several months, but the support on this point is not found.

The situation with "Mechel" debt at an impasse, and creditors - VTB, Sberbank and Gazprombank - have put forward an ultimatum to Zyuzin, offering three options. First, $ 3 billion from $ 5.5 billion debt exchange to lenders 75% of the shares of "Mechel", in ZyuzinIt is 10%, and an option to buy back for the same $ 3 billion plus 15% of that amount for each year of the option. Second: Zyuzin sells its entire stake for a symbolic price of $ 5 - $ 1 for each company (SPV), which owns its shares in the "Mechel". Third, banks are launching the mechanism of bankruptcy. After the information about the banks appeared in the media, the owners of preferred shares cheapened "Mechel" began to shift to the increasing costs of ordinary shares in the event of a buyout offer to other shareholders. It seems that the company may be about to change the owner.

The man from the environment Zyuzin says that the businessman retorted: "How can you give a $ 5 package, which at the exchange is worth $ 500 million, and the price already takes into account all the risks," said Forbes source, who came to the government for support Zyuzin did not expect that, instead of foreclosure railroad offered to give him a penny for the business of life. "Banks were surprised by such audacity. Not only that, he refused to pay the debts, so more and asked for the top half, "- says Forbes source close to one of the banks. "I kazhtsya, in this situation, to pay some money for "Mechel" dumb ", - commented later, the head of VTB Andrey Kostin information about a possible sale of the company at the forum" Russia Calling ".

At the talks the bankers and Zyuzin stopped, and "Mechel" has started to allow the first delay of the loan.

"I think Zyuzin has achieved what he wanted, - the familiar" Mechel "of the owner. - It was important to show that he is not afraid of bankruptcy, he does not believe in it and know that the banks themselves are not ready to it. "

According to a Forbes interlocutors when presidential aide on economic issues Andrei Belousov studied the situation with debts of "Mechel", the verdict was clear: the bankruptcy of the company will bring down the banking system. The debt of "Mechel" was approximately 20-25% of the capital of Gazprombank, approximately 10-15% of the capital of VTB, about 10% of the capital "Uralsib" and 3% of the capital of the Savings Bank. So move Zyuzin was not only spectacular, but also effective. After such harsh ultimatums he managed not only to retain control of the company, but also to split rallied creditorsat.

Gazprombank: Call a friend

Zyuzin is not always well-kept stroke, says one of his friends. "There are times when it can get confused and worried. But in a depressed state, he falls for a few days, no more - says Forbes said. - And then suddenly comes and says: "Well, you fools! I've been up all night, thought and understood. We must act. "

On the banks of the ultimatum Zyuzin answered tough letter to Putin in which virtually accused the bankers in raiding. Businessman wrote that banks offered him a version of "actual seizure of property from the majority shareholder, the essence of which is the sale of his shares worth about $ 500 million for a nominal fee of $ 5." "This proposal was accompanied by threats to the asset owner charges a loss of confidence, inability to engage in constructive dialogue, as well as the threat of bankruptcy procedure start" "Mechel" and its businesses ... I think issues in this context, illegal and unacceptable ", - summed up Zyuzin beforeletter, the text of which resulted in "Vedomosti". Putin instructed Deputy Prime Minister Arkady Dvorkovich "to continue working on the conclusion of the crisis."

Suddenly, one of the creditors was replaced by anger at the mercy. In the fall of 2014 in the office of Dmitry Medvedev's prime minister sounded a very important phone call to Zyuzin. This is called the chairman of board of Gazprombank Andrey Akimov. "Akimov said that the conversion of debt strongly disagree and Medvedev said that Sberbank and VTB pursue obscure interests that could lead to the collapse of" Mechel ". The head of Gazprombank assured Medvedev that the bank and Zyuzin are in a coordinated position on the future of "Mechel" and know how to maintain the integrity of the company.

Two Forbes source explained replaced Gazprombank course: early case of "Mechel" at the bank, Vice-Chairman of the Board, but then "penetrated into the situation personally Bank head Andrei Akimov, Zyuzin met and decided to help him." Sam told the banker of Forbes, that "Mechel" for it is not worse than the other companies, which is the sovereigngovernmental support: "There are times when you do not need to look, a private company or the state, but simply to show statesmanship and help the large industrial enterprises."

"He just is not profitable to bankrupt the company. Gazprombank loan greatest, so he would lose more than all the rest ", - says" Mechel "a former top manager.

"Mechel" and its subsidiaries had bank $ 1.4 billion dollar loan and another $ 0.9 billion denominated in rubles. For comparison, the debt of "Mechel" to VTB, as of autumn 2014 - $ 1.6 billion, and in front of the Savings Bank - $ 1.4 billion.

On Gazprombank position and could affect the country's economic situation - devaluation was at hand "Mechel". Due to its ruble debt of the company fell by a third. At the same time more than half of revenue, "Mechel" gets in the currency. According to a source in the Forbes "Mechel", in 2015 the company expects EBITDA of $ 1 billion, 40% more than in 2014. In short, Zyuzin have another argument proving that the worst phase in the "Mechel" business is over, the main invest-ments are made, and is about to begin the return, shares his impressions investment banker, who participated in one of the "Mechel" host presentations.

Either way, an unexpected move Akimov did not like his colleagues from VTB and Sberbank, which are already being filed lawsuits to "Mechel" and to negotiate with the debtor did not intend. Moreover, in November Sberbank proposed an even tougher version of the restructuring: Zyuzin had to transfer 90% of the creditors of "Mechel". He categorically rejected such a scenario, and with Akimov worked out a new plan. Due to the devaluation Zyuzin was able to pay the interest on loans and now only asked for postponement of payment of the debt of the body (for two years) and prolongation of the term of maturity for another 3-5 years, says his friend. Instead businessman discussing the transfer to creditors a 30% stake and making available to them financial control. Sberbank refused, but the position of VTB became softer.

VTB: flexible position

For VTB looks the most inconsistent lender. Since the autumn of 2014 the bank filed a lawsuit four Russian courts to "Mbrow "and" daughters "of the recovery of a debt totaling 54 billion rubles, but it does not interrupt the negotiations with Zyuzin. "Over the past year, they often changed their position, that we have already got confused and did not fully understand what they really want," - says the source Forbes, participating in negotiations on "Mechel" on one side. VTB believes that such a tactic and makes Zyuzin become more compliant and fulfill the bank's requirements. "We had a particular problem: we did not pay. When we went to exercise their rights through the courts and reached almost to bankruptcy, and then were able to negotiate ", - says one of Forbes VTB top managers. Success in court VTB really is: after considering claims court ordered the "Mechel" to repay the 3 billion rubles of overdue interest payments. "Mechel" began to pay interest and penalties on loans, VTB representative confirmed.

Zyuzin role in negotiations with VTB secondary importance, says a source familiar with the negotiations, the first violin plays Akimov.

In just a few months the head of Gazprombank managed to Ubeit the head of VTB Andrey Kostin, it is more profitable to restructure debt than bankrupt, "Mechel".
However, another source close to the negotiations said that the rhetoric against Kostina "Mechel" has changed after a personal meeting with Zyuzin.

Every lender must be negotiated individually with each of the banks worked out its restructuring terms, explains the familiar Zyuzin. This is the principle of "divide and rule" in action. At that meeting Zyuzin Kostin promised to repay the arrears and to provide additional collateral for loans, said another source of Forbes, close to the negotiations. And despite the fact that VTB has won a court action to recover with "Mechel" of 50 billion rubles, the bank is ready to go to the world, Forbes said one of the top managers of VTB. Here are the terms: if the "Mechel" will repay all late payments, and it is about 3 billion rubles, VTB withdraws all claims to the company Zyuzin and agree to debt restructuring. The two main lenders are willing to provide respite Zyuzin. But with the third creditor - Sberbank - everything is much more complicated.

Sberbank Grefagainst

Between them ran like a black cat - so describe the relationship Gref and Zyuzin Forbes sides. Gref does not want to communicate with Zyuzin personally, to press his hand and look into the eyes, say a few interlocutors Forbes. At the same time, until recently, have Zyuzin and Sberbank head were normal working relationship. Familiar Gref recalled that, as Minister of Economic Development, the one with great respect for the industrialist Zyuzin. Back in late 2013 Gref, negotiating with "Mechel" on debt restructuring, saying that "the process of debt recovery is going well."

Everything changed in 2014. Now Gref criticizes Zyuzin and in private meetings and publicly. "I would gently say, the owner is really about control of the situation in the company, and the financial and actual", - said in November 2014 Gref. What happened between Gref and Zyuzin? Forbes sides came to the conclusion that there was tension after the story of Alfa-Bank, and then kopilos "and finally spilled." "Igor is too tired Gref their combinations, - the former"Mechel" s employee. - In addition, the Savings Bank a strong position. He secured the loan of 100 percent reserve and now is trying to squeeze the maximum. " Because of all three creditor only Sberbank impact loans "Mechel" on small capital, he can pull the rubber, said one of the interlocutors Forbes.

"Gref can not stand it when trying to put pressure on him, using the links at the top," - said Gref familiar about the treatment Zyuzin to the president.

This version is confirmed by another interviewee Forbes familiar with the course on "Mechel" of the negotiations. "Zyuzin complained of Sberbank, and rattled off a bunch of nasty things almost in raiding Gref accused, - he says. - What kind of communication after such statements can we talk? "

To be able to communicate to the head of the Savings Bank of the ideas, the owner of "Mechel" on the recommendation of the bank has resorted to the services of Rothschild Group. But eminent mediator he is not much help. After the Rothschild Group has built a financial model of the company, the head of the Moscow office of James Friel said that the conversion of debt into shares and there is no needthe company is able to service the debt. But Sberbank was not convinced, and all attempts to agree Gref denies. Constructive proposals is not there, he said. "There was a desire to travel at our expense. They want to pay nothing and get a complete restructuring - it does not happen, life is organized differently ", - Gref said in March.

In the spring of 2015, Sberbank demanded that "Mechel" and its subsidiaries, interest payments and principal and filed several lawsuits to 3.8 billion rubles. "We went to court, because the problem of" Mechel "remains unsolved - Forbes says the first deputy chairman of Sberbank Maxim Poletaev. - We still see that today the company's revenue is not enough for you to service fully all its debts. " According Poletaeva Sberbank could agree to a debt restructuring only if the conditions are met, that the lender has designated almost a year ago. "We want to control the" Mechel ", may not be the parent company, but the main subsidiaries - CMP, Korshunov Mining Plant," Mechel Mining "," Southern Kuzbass "and eschfew, "- emphasizes Poletaev. "Sberbank requirement disproportionate to its share in the loan portfolio of" Mechel "- is perplexed people from surrounding Zyuzin.

If Zyuzin will not go to Sberbank conditions Poletaev does not exclude bankruptcy claims. "We do not have a 90-day delay, which allows us to file for bankruptcy, but if 90 days pass and we do not see progress, we will not procrastinate on this issue", - he says.

But bankruptcy is still not the main scenario. For several months, Sberbank is negotiating the sale of debt. Among the potential buyers, according to Forbes source - Gazprombank and a number of Russian companies. Who else is ready to buy debt "Mechel" Sberbank Poletaev says. According to Gref, the familiar, the deal could be closed in the near future. And perhaps, "Mechel" to be another war, because the new lender may be even more critical.

The novel "The Gambler" ends with the main character: "Tomorrow, everything will end tomorrow!" The game does not end Zyuzin. "He's a brilliant Tacta. Look how long it spreads negotiating partners in the corners, promising them one thing after another. It is important to show that he was involved in the discussions, trying to solve the problem, - the interlocutor of Forbes explains. - I'm sure it comes to the government and said: Behold this agreed, that this agreed, and only one stubborn Sberbank, how is it ".

According to one of the former employees of "Mechel", Zyuzin quite frankly did not see the fault in the company's financial problems. "He believes that he is an industrialist and raises production in the country, and the problem of debt is not really his problem - says a former employee. - He once we gave the example of the Chinese company. Vaughn is the Chinese debt / EBITDA and 20, and nothing, the state supports them. " But what do Zyuzin, if the state does not support it and it is still deprived of the company? "Zyuzin not afraid of anything - said his friend. - He will fight to the last, but if he loses, will build a new company from scratch. He once mentioned that he was ready for it. "