Kommersant learned that after the multi-billion dollar claims of the Central Bank to the "Opening of the holding company" Vadim Belyaev and VTB partners, crediting the holding to buy out Arkhangelskgeoldobychi (AGD) from LUKoil for $ 1.45 billion, tries to protect its positions on the asset. The interlocutors of Kommersant do not rule out that AGD may eventually withdraw to ALROSA, but they are ready to negotiate only at an "adequate price". "Opening Holding" itself assures that it does not consider the sale of the diamond company.
The Cyprus Lakover Trading Ltd belonging to the "Opening to the Holding" in the beginning of July made changes to the charter, which expand powers to dispose of its shares and revenues from the "protected party" - the holder of pledges, rights and other instruments. Previously, the authority to register share transactions was with the board of directors, shareholders had a preemptive right to buy back. But now this is not applicable if the transaction is initiated by a "protected party". In the case of Lakover, it obviously is VTB, to whom the company gave a guarantee of $ 1 billion on the loan "Opening Industrial Investments" (PSI). Among the assets of Lakover - a loan of 22 billion rubles issued by the diamond mining company Arkhangelskgeoldobycha (owned by the Grib pipe) belonging to the OPI. ($ 390 million) at 8.73% until 2023, which went to pay off AGD debt to LUKOIL, the former owner of the diamond company.
"Opening Holding" in May 2017 bought AGD for $ 1.45 billion, the bulk of the funds given to VTB. The amount of the loan was not disclosed, but in addition to the Lakover guarantee, there is AGD's guarantee to the bank for $ 1.5 billion until 2024. The bank was founded by all the companies that participated in the transaction, their accounts and income rights.
According to Dmitry Kletochkin, partner of Rustam Kurmaev and Partners, from Lakover documents "it is very likely that a" protected party "can completely seize control of Lakover at a certain moment." It is fair to assume that such a "protected side" is VTB, and changes in the Lakover statute are undoubtedly made to protect the bank and its investments, the lawyer says.
AGD also bought a Belgian trader Grib Diamonds from Lakover in June, through which up to 95% of its diamonds are sold. And in January, Sergey Neruchev became the general director of AGD, who is considered by the sources of Kommersant's interests as a representative of VTB's interests.
VTB protects its rights while the Central Bank has multi-billion claims to the "Opening of the holding company." In August 2017, the bank "FC Otkrytie", which formed the basis of its business, transferred to the Central Bank from the holding, a "hole" of 250-400 billion rubles was revealed in the bank. Deputy Central Bank Vasily Pozdyshev in early July told Interfax that the banks of FC Otkrytie are going to collect all of the debt of 335 billion rubles from the opening of the holding company. He added that if the holding company can not return funds or assets, it is likely that it will go bankrupt. FC Otkrytie intends to take AGD to the account of debts, said a source of Kommersant close to FC.
Dmitry Kletochkin points out that the outcome of the "fight between the Central Bank and VTB" depends on the size of claims rights, good faith behavior, etc. "In bankruptcy, you can try to recognize pledges as invalid," he notes, adding that it is possible to simply change the owner of AGD that VTB will remain the creditor of the group.
But there are questions on the return of the debt "The opening of the holding." Kommersant sources said earlier that AGD could generate cash flow for servicing and repaying VTB's loan. The head of the bank, Andrey Kostin, commenting on the risk of AHD's transition to VTB, said in May: "We would like, of course, but hardly. Seriously, the asset is good. " But analysts believe that the owner of AGD will have to extend the maturity of the debt.
According to estimates of Oleg Petropavlovskiy from BCS, EBITDA AGD in 2017 was about $ 200 million, and free cash flow is about $ 130 million. The company should spend at least $ 20 million per year on CAPEX, interest payments of the holding company can reach $ 80 million per year. Then, to repay the loan, even with the growth of production (from 4.4 million to 4.9 million carats), AGD may take more than 15 years, the analyst believes. According to his estimates, ALROSA trades at a multiplier of 5 EV / EBITDA, AGD should cost about 4 EV / EBITDA, or $ 750 million in debt, "and it is unlikely that Opening Holding or VTB will be prepared for such a discount."
One source at Kommersant says that ALROSA is apparently now seeing VTB as a more attractive borrower than Opening Holding. ALROSA was told that "they did not receive any proposals on the Mushroom tube and are not currently negotiating." "At the same time, the asset is of high quality, and ALROSA understands its adequate price," they say. In the opening of the holding, Kommersant was told that they do not consider the sale of AGD. VTB was told that the loan of the holding is "stably serviced", the bank is "interested in a transparent management structure" and initially demanded the consolidation of Grib Diamonds with AGD. On other issues, "Kommersant" in the "Opening of the holding company" and VTB did not answer, FC "Otkrytie" ignored the request of "Kommersant".