RBC got acquainted with some materials of the trial between Transneft and Sberbank. The company's management was warned about the risk of a multi-billion loss, its probability was estimated at 10%, follows from the internal presentation of Transneft. This is a copy of the materials of the Savings Bank itself, the oil transport company says: there was no independent analysis of the consequences of the transaction. Transneft did not.
In December 2013, Transneft and Sberbank concluded a deal with two options for a period of two years, until September 2015 (see the cut-in). In 2015, due to the devaluation of the ruble, Transneft suffered a loss of 67 billion rubles from the transaction, and in January 2017 challenged it in court, accusing Sberbank of bad faith. The first court instance sided with Transneft, but the appellate court overturned this decision, and the cassation instance will begin the trial on November 30.
The legal dispute between Sberbank and Transneft concerns transactions with derivative financial instruments, which were concluded in 2013, when the dollar rate was 32.5 rubles. Sberbank offered Transneft a sophisticated derivative to reduce the cost of servicing the bond debt ($ 1.05 billion with maturity in 2018). It was a combination of two barrier options for the sale and purchase of currency. Under the initial conditions, Transneft's option worked with an increase in the dollar rate above 45 rubles. for the dollar, but later the barrier was raised to 50.35 rubles. for the dollar, and the option of Sberbank - with the fall in the exchange rate of the US currency below 32.5 rubles. In 2014, the dollar's exchange rate to the ruble soared by 1.7 times (to 56.65 rubles per dollar by the end of the year). In September 2015, the dollar rose to 66 rubles, and Transneft had to pay almost 67 billion rubles to Sberbank.
RBC got acquainted with the internal presentation of Transneft, presented in the case materials. This is a document dated December 25, 2013, entitled "On the use of tools to reduce the cost of servicing corporate ruble bonds" AK "Transneft". Representative of Transneft Igor Demin confirmed the authenticity of the document, he said, he was presented to the company's board.
The presentation indicated that an option deal with Sberbank would reduce the coupon rate on ruble bonds of Transneft by about 1 percentage point, from 9.65 to 8.65%, and the savings could amount to 1.3 billion rubles. The probability of loss on the transaction, the document notes, is relatively low - about 10%, but in case of realization of the risk, the loss will amount to 22.3 billion rubles. and more. Earlier in the court, Transneft indicated that it was unable to independently assess the risks of transactions with Sberbank due to lack of experience and expertise in the field of concluding transactions with complex derivative instruments. Because of "unscrupulous actions" of the bank, Transneft considered that it "does not assume any significant risks", the company's position is cited in the court's decision.
"By submitting this presentation, we wanted to demonstrate to the court that we did not conduct any independent analysis of all the risks, but relied entirely on Sberbank's opinion on this issue," said RBC Demin. The fact is that she completely repeats the document of Sberbank, sent to Transneft on the eve (in the court's decision, the presentation of Sberbank "Reducing the cost of servicing the ruble debt for AK Transneft" on November 22, 2013 is mentioned), he added. The representative of Sberbank declined to comment on the contents of the November presentation of the bank. "As long as the legal dispute continues, we can not disclose all the details and evidence," he said, adding that "a lot of detailed materials were sent to Transneft, on the basis of which the company formed its professional judgment on a possible loss on the transaction and probabilities the onset of such an event ".
"We never stated that Sberbank did not warn us about the risks at all, but noted how it did it and when," says Igor Demin. "For 11 months, the bank offered us this deal, insisting on its conclusion in December, and at the last moment sent information about the risks. But by sending us this information, the bank should discuss these risks with us, make sure that we understand them correctly and that the company is ready to take on such risks. This was not done, "he said.
In addition to the presentation, Sberbank sent a declaration of risk to Transneft on December 18, 2013, which described four variants of the forecast of the dollar exchange rate, the court of first instance said. The basic forecast (probability of 86.1%) of the bank assumed that the ruble / dollar exchange rate would not reach the barrier value, the bank estimated the risk of the rate rising above the barrier value at 9%.
Demin says that the dispute does not concern the interpretation of the agreement with Sberbank. "We can not judge our position in this dispute on the pages taken out of context. In the materials of the case, more than a thousand pages of documents, on the basis of which we prove that the bank in principle behaved badly, even if during the discussion of the transaction, and presented some one necessary document. The bank should have told us at once that the deal was speculative, not a hedge, and discussed in detail all the consequences. We were not going to make a deal, Sberbank promised to reduce the cost of debt servicing, "he says.
The representative of Sberbank, in turn, told RBC that the bank did not impose a Transneft deal and took into account all its comments and objections, including the option of increasing the barrier condition.