Dozens of legal entities, approximately 30 billion rubles in cash and almost no debts - The Bell found out how Sergey Studennikov created the country's largest seller of alcohol, the Red & White network. After the announcement of its merger with Dixie and Bristol, the entire market argues that it is: the classic M & A or business at Studennikov was “squeezed out”. We found out which versions are being discussed by acquaintances of Studennikov and his new partner - one of the most closed businessmen in Russia, Igor Kesayev.
As a result of the merger of Dixie, Bristol and Red & White, not only the third largest retail chain will appear in Russia - the combined company will become the country's largest alcohol seller and the only retailer able to challenge unconditional market leaders, X5 and Magnit.
In the message of the companies, the transaction is called “parity asset pooling” using “monetary instruments that will allow equalizing assets”. It’s unclear who will pay what to whom, but the essence of the deal does not change: the owners of Dixie Igor Kesayev and Sergey Katsiev buy Red & White and receive 51% of the combined company, the owner of the purchased network Sergey Studennikov - 49%.
Analysts call Red & White a “pearl of the deal,” and it's hard to argue with them. Not a single major player in the Russian food retail market has had such growth rates for at least 10 years. In 2015–2017, Red & White’s revenues averaged 65% each. Andrei Krivenko’s “Tasteville” did grow at a similar rate, but they are incomparable in scale - in 2017, Red & White gained $ 215 billion in rubles, and “Tasteville” - by 39 billion.
“They were able to build a real discounter in their segment - they groped for a business model that works,” said Aton analyst Viktor Dima. But it is impossible to say exactly how things are going with the Stoudennikov company, he and other analysts and market participants admit. In addition to the number of stores and the estimated revenue of the network business, almost nothing is known. “Red & White” is a non-public company, to say for sure, it’s profitable or opens stores on credit and saves huge debts, it’s not from the outside, recognizes Alexey Krivoshapko, the most experienced analyst of the Russian retail market, managing director of Prosperity Capital.
A local businessman, Sergei Studennikov, opened the first store "Red & White" in Kopeysk, Chelyabinsk Region, in 2006. The name was invented “in a burning mode,” he said in 2015: “red” was responsible for wine, “white” - for vodka. The foundation of the company coincided with the shortage of alcohol on the shelves due to the introduction of the electronic accounting system EGAIS and the ban on imports from Moldova, and the new format of small specialty stores-discounters with a wide range of alcohol was in an advantageous position.
By 2015, Red & White had 1,800 stores across Russia. Over the next three years, their number has tripled - now there are already 5,500. All of these are small (70–100 sq. M) points in rented space. But in 2015, Studennikov estimated the cost of opening a single point at 10 million rubles, which means that in three years the company had to spend at least 30 billion rubles of pure cash only on opening stores. network, says The Bell is a businessman working in the Ural retail market since the early 1990s. “With such growth rates, they just have to be in debt. Where else to get money? “Magnet”, which also quickly opened in the mid-2000s, was then so heavily credited that it would not have survived 2008, had it not been for an IPO. And there were no IPOs here, ”says the founder of one of the largest Russian retail chains, who is familiar with the Red & White business.
But, according to the former top manager of the Uralsib Bank (along with Sberbank, one of the two largest lenders of Red & White), the network’s debt remained small even at the stage of rapid development. “The company took the money, but in the ordinary. The business model was successful, the employees were financially motivated. They quickly knocked out local players from the regions, and when they increased the scale, they had direct deliveries from suppliers and, with a low margin, they alone practically became profitable. ”
There are really legends about the “financial motivation” of the Red and White employees: allegedly managers who did not fulfill the monthly sales plan were forced to fill in unsold goods as shortages and sell on their own. In an interview with RBC, Studennikov denied this, but the source of The Bell, who recently hired former Red & White employees, confirms that store managers complained that they received alcohol boxes instead of wages, which they then went to sell to their neighbors.
There is no public information about investors or large loans of the Studennikov company. In the press service of the Red & White, The Bell’s request was left unanswered. In an interview with RBC, Studennikov himself answered the question of how the company financed the development: “Private money is attracted in the same way as bank money, but this has nothing to do with owning the company.” According to the Urals retailer, at one time there was a version that the private investor Krasniy & Bely was the former owner of the Makfa agricultural holding, and in 2010–2014 Chelyabinsk Governor Mikhail Yurevich. In 2017, a criminal case was filed against Yurevich, now he is on the international wanted list. Phone ex-governor is now unavailable..
On December 26, a real special operation took place in the offices and warehouses of Krasny & Bely - searches and seizures that, according to the network’s own statement, paralyzed its work and were conducted simultaneously by employees of the Federal Tax Service, the Federal Service for Alcohol, the FSB and the OMON. Less than a month has passed between the special operation and the deal, and now market participants are wondering about the connection between these two events.
There is no exact information about the nature of the claims of the security forces to the network, the company itself announced that it is a question of suspicion of tax evasion and counterfeit trade. The only thing that is known for certain (and this is confirmed by the source of The Bell, who is familiar with the situation in the network), - that the tax authority had complaints about the intricate ownership structure of the network. The questions were caused by the fact that the network is managed through several dozen operating companies, the man who had long been working in the retail market told The Bell in the fall.
The company is managed through more than 50 legal entities established by Sergey Studennikov. Another ten companies, according to SPARK, are owned by Elena Soboleva, who is called the media by Studennikov’s wife in the media (“The owner of the company is my family,” said RBC in 2015). Most companies are derived from the words "Alpha", "Beta" and "Labyrinth" (for example, "Alpha-Surgut", "Labyrinth-Ufa" and so on).
In common ownership of Studennikov and Soboleva, one company, Alfa-Kurgan, which operates a store in Shadrinsk, Kurgan Region, and previously ran a store in Kurgan itself, follows from these government agencies. The company is unprofitable: in 2017, with revenue of 3.7 billion rubles, it reported losses of more than 30 million rubles, so it did not pay income tax.
About half of the legal entities are registered in the Chelyabinsk region, where Studennikov was born and lives. All companies are united by the right to use the Red & White trademark and the presence of licenses for the retail sale of alcohol. Most companies rent one or more premises for Red & White shops.
Doing business through dozens of small legal entities is a classic method of optimizing taxation: if the company's annual revenue does not exceed 50 million rubles, it may not pay 20% VAT and 20% income tax, and only 15% of turnover will be limited, says the managing partner of the law firm EMPP Sergey Egorov. But the proceeds of most legal entities of Studennikov significantly exceed 1 billion rubles, and all companies pay at least 100 million rubles of taxes a year.
“The excessively complex holding management structure attracts the attention of regulators to the business, and the methods of“ unraveling ”the corporate tangle often turn out to be exactly the way they applied to Red & White in an important moment for the business to negotiate a deal,” concludes Sergei Avakyan . The owner of the company, creating many legal entities, not only optimizes taxes, but also diversifies its risks - for example, such a structure creates conditions under which trumped-up criminal cases do not paralyze the entire holding, said Konstantin Trapaidze, chairman of the bar association, Your Legal Counsel.
The main shareholder of the new network will be Igor Kesayev, the senior partner of Sergey Katsiyev in Dixy and their other businesses. Kesaev - one of the most closed Russian businessmen - he earned his main money in the tobacco business.
Graduate MGIMO Kesaev started to sell cigarettes in the early 1990s, and became a major wholesaler after the scandals around the benefits of the import of cigarettes provided by the government of Boris Yeltsin to the National Sports Fund, associations of veterans, Afghans and the disabled and the ROC. In 1996, the benefits were canceled. Kesaev, who had lived the previous three years in Switzerland, where the European headquarters of the world's largest tobacco company Philip Morris International was located, returned to Russia and became the Russian distributor of PMI, Forbes said.
To avoid conflicts of interest, Kesaev headed the company “Mercury”, which worked with PMI, and his younger partner, Sergey Katsiev, the second structure, “Megapolis”, which sold products of other brands. By the mid-2000s, when the tobacco concerns acquired production in Russia, Mercury and Megapolis bought up competitors and merged, becoming the monopoly wholesaler of Philip Morris and JTI in Russia - this is 70% of the market. In 2006, Megapolis's revenues amounted to $ 2.7 billion, more than that of any Russian retailer, and by 2012 reached $ 12 billion. Net profit in the wholesale business is minimal — only 1-3%. But in 2013, Kesaev and Katsiyev could once again earn from their indispensability: amid tightening anti-tobacco legislation, Philip Morris and JTI bought 20% of the combined Megapolis, paying $ 40 billion for 40% of the company.
Earned money in the tobacco market Kesayev invested in a variety of ways. $ 1 billion, as a true Russian billionaire, he invested in the construction of the skyscraper "Mercury" in "Moscow City". I bought the legendary weapons factory to them. Degtyareva in Kovrov. Not very successfully (but without losses) tried to invest in oil companies. But the main deal was the purchase of a controlling stake in the Dixie network from its founder Oleg Leonov in December 2007. According to analysts, Kesayev paid $ 600 million for a 50.9% stake in the seventh-largest grocery retailer. In 2011, Dixie spent almost $ 1 billion on the purchase of the Victoria network. But this transaction did not allow to catch up with the market leaders, and Dixy was the only one of all major Russian retailers that ended 2016–2017 at a loss. In 2018, the company left the Moscow Stock Exchange, but the last published report suggests that it remains unprofitable.
In parallel with Dixie, Kesayev and Katsiyev have been developing a second network since 2012, very similar to Red & White, such as the same small Bristol alcohol shops. In the appearance of this business, there was an obvious logic: since 2013, in Russia, the sale of cigarettes in the kiosks was legally banned, and the tobacco wholesalers had to develop their own sales channel. In the year of the launch of “Bristol” Sergey Katsiyev and the then general director of Dixie Ilya Yakubson came to Chelyabinsk “to see the stores,” said Studennikov. According to an acquaintance of Katsiyev, at that time businessmen were thinking about buying the “Red & White”, but Studennikov “refused them sharply”. According to SPARK, "Bristol" in 2017, with 67 billion rubles of revenue, earned 10 million rubles of net profit. The previous four years, the network showed losses, for example, in 2016 - 355 million rubles.
Kesayev has a reputation as a tough businessman. At a time when Kesayev and Katsiev were buying wholesale companies in the tobacco market, competitors pointed out: those who did not agree to sell the business had problems with law enforcement agencies.
The former owner of a wholesale tobacco company told Forbes: the owner of Megapolis offered him to sell the company for $ 10 million. The seller refused, and right after that the tax and law enforcement agencies came to him, and the manufacturer with whom he worked had problems. “I was told in plain text that they had already reached an agreement with everyone, so all that remained was to collect the money and move away,” they had to sell the business.
Another deal in which Kesayev appeared immediately after the siloviki was the purchase of shares of the KiN brandy factory in Moscow. In July 2007, the GUVD of Moscow conducted searches at the plant in a tax evasion case with the assistance of one-day firms. The plant’s lawyers announced a raider seizure, and sources close to its private shareholder Armen Yeganyan hinted that the Bank of Moscow was behind it, which was building its own alcoholic holding. But three months later, 52% of the plant was bought by Kesayev from Yeganyan and his partners (although he did not manage to get the shares, however).
Forbes sources talked about Kesayev’s connections with high-ranking security officials. Since the mid-2000s, the former deputy head of the FSB, Vladimir Anisimov, has worked as vice-president of Mercury for security. He still heads the board of directors of the Degtyarev plant owned by Kesayev. Anisimov has many influential acquaintances - for example, he owns shares in the Usovo Manor cottage settlement on Rublevka, along with the namesake of the former head of the FSB CSS, and now the main “security man” VTB Sergey Shishov. Their partners in “Usadba”, judging by their full name, are the sons of businessman Timofey Klinovsky, who helped many high-ranking law enforcement officers to buy real estate on Rublevka.
However, two people who sold their assets to Kesayev told The Bell that they had agreed on the deals in good faith and without any problems, but were satisfied with the result. The same was said by Forbes and several other former tobacco wholesalers who sold the business to Megapolis.
“Kesaev is a smart guy, no one sees or hears him, but he has been growing for so many years,” says one of his acquaintances. - Not a party, family. He had a partner in the construction of the tower in Moscow City, he died, and then it turned out that there were a lot of debts. Igor paid off with everyone. ” Kesayev’s success in the tobacco business is explained by patronage not at all of the siloviki, but by international tobacco corporations: “This is a completely different scale - there are billions behind them, they can dump as you like.”
A spokesman for Kesayev told The Bell that the Red & White deal was a market one, completely voluntary and in no way connected with searches of security forces in the network at the end of December 2018. Negotiations about it have been going on for a long time, and the merger initiative came from the shareholders of Dixie and Bristol, Kesayev and Katsiev, he added.