The Summa group has another partner in the FESCO group - TPG Capital. As it became known to Kommersant, the investment fund received more than 17% of FESCO shares; From whom they were purchased, the parties have not yet commented. But another Summa partner, Mark Garber's GHP Group, remains a co-owner of FESCO.
Yesterday, the Prime agency published a list of candidates for the new Board of Directors of OAO Far Eastern Shipping Company (leading entity FESCO group). It included 11 people. From the new main owner of FESCO of the Summa group, its president Alexander Vinokurov, Marat Shaidaev, Natalya Chumachenko, Ekaterina Vlasova, Dmitry Kalinin and Sergey Zakharov were nominated. The East Capital investment fund, which owns about 7% of FESCO shares, nominated a partner Hans Gustav Jakob Grapengeisser. No representatives have been nominated from the EBRD and GHP Group, which also owned FESCO shares until recently. Ruslan Alikhanov was nominated by McKinsey consulting company. But the most unexpected was the appearance of three candidates from the TPG investment fund - Stefan Kowski, Steven Mark Peel and Dmitry Shvets. It was not possible to contact the Summa representative yesterday. But a Kommersant source close to the group explained that TPG is a minority shareholder of FESCO.
TPG Capital is one of the largest private investment funds in the world. Founded in 1992 by lawyer David Bonderman and financiers James Coulter and William Price, who today are the main owners of the fund. According to its own data, the fund manages more than $54 billion. TPG Capital has been operating in Russia since 1998. Now in Russia, the fund owns a controlling stake in the Lenta hypermarket chain, in addition, TPG Capital acquired a $100 million stake in VTB as part of the privatization of a 10% stake in the bank.
FESCO unites the railway operators Transgarant and Russkaya Troika (a joint venture with Russian Railways), Dalreftrans, the Vladivostok Commercial Sea Port, the Vladivostok Container Terminal and other assets. The Group also owns more than 20% of OAO Transcontainer.
Summa, in partnership with Mark Garber and Ian Hannam's GHP Group, consolidated about 70% of FESCO shares in mid-December 2012, mostly buying them from Sergey Generalov's structures. The transaction amount exceeded $1 billion. Kommersant's source in GHP Group specified that it received about 19.9% of FESCO. According to Kommersant's interlocutor, Mr. Garber is on very good terms with the shareholders of Summa and actually holds the package in its interests, without being an active co-owner.
Another Kommersant source familiar with the situation claims that the appearance of the TPG fund in the capital of FESCO was also “initially supposed”, but was not disclosed. Now, according to Kommersant's interlocutor, TPG has more than 17% of FESCO shares. From whom the papers were bought, he does not know for sure, believing that partly from Summa, and partly from minority shareholders. Kommersant's interlocutor added that the main owner of FESCO has "good relations" with TPG. "The president of Summa, Alexander Vinokurov, worked at TPG, the contacts remained," he explains. Kommersant's source notes that TPG intends to "actually participate in determining FESCO's strategy", which is why it nominated candidates to the board of directors.
Portnews Development Director Nadezhda Malysheva noted that the purchase of Sergey Generalov's transport business turned out to be "a very difficult deal" for Summa, since several partners had to be involved in it at once. "But for FESCO itself, the presence of such a minority shareholder as TPG is useful," the expert believes, explaining that this, firstly, financial resource and secondly, strong international managers.
Evgeny Timoshinov, Egor Popov
Copy-paste.
Hundreds of percent profits, asset stripping, tax evasion and power grabs
The conflict between the shareholders of the Russian trading network Lenta, at first glance, seems quite typical. Fights near the office, the seizure of the director's office, shooting and glass breaking - all this could be observed regularly during the redistribution of property in the mid-1990s, and a little less often - in the last decade. The situation with Lenta would not be particularly remarkable if it were not for one important circumstance - for the most part, the owners of the company are no longer Russian, but Western investors. And the initiator of the use of forceful methods of resolving issues was a major American investment fund TPG Capital. So what led to open confrontation - Russian reality had such a detrimental effect on Western investors, or whether they themselves spoke at domestic market with their own rules of the game?
Recall that the shareholders of Lenta were divided into two opposing camps. On the one hand is the entrepreneur August Meyer, who controls through Svoboda Corp. 41% of Lenta, on the other hand, TPG Capital and VTB Capital, which own 80/20 Luna Inc. She, in turn, owns a 35.4% stake in Lenta. During a widely publicized armed conflict Jan Dunning, representing the interests of TPG Capital, took office CEO"Tapes", ousting Sergei Yushchenko from there.
A lot has been said about the essence of the conflict in the last month, but one significant question remains unanswered: why did a large Western investment fund use such aggressive tactics to seize the enterprise? After analyzing the materials of foreign media over the past few years, we can conclude that this is not the first time TPG Capital has used such methods.
Judging by the extremely low number of mentions in the media, TPG Capital is one of the most closed investment companies on the world market. This assumption is confirmed by the official website of the fund - on it, in addition to two paragraphs of text in the section "About the company" and contact information, there is absolutely nothing. At the same time, according to the most conservative estimates, the fund manages assets worldwide worth several tens of billions of dollars.
TPG Capital was founded in 1992 by former lawyer David Bonderman and financiers James Coulter and William Price. They are also its owners. Priority areas of activity - retail, energy, media, consumer sector, airlines. The fund gained worldwide fame in the 1990s through a series of transactions to acquire shares in bankrupt airlines. The fund offered financial assistance distressed businesses in exchange for large blocks of shares. The result of these transactions was a profit amounting to hundreds of percent. For example, by investing $66 million in the resuscitation of Continental Airlines in 1993, the fund ended up making a tenfold profit. Similar operations were carried out in subsequent years, including after the September 11 tragedy, when airlines experienced particular difficulties. “After 9/11, there was too much panic and things got a lot more interesting,” James Coulter was quoted as saying by Time.
Thanks to these operations, the TPG Capital fund in the West has gained a reputation as a resuscitator who saves a patient by taking part of his internal organs as payment for his services.
The methods of work of TPG Capital have repeatedly caused dissatisfaction with the governments of the countries in which the fund operates. Judging by the scandals that received publicity in the foreign media, the actions of American investors often ran counter to local legislation. So, in 2005, according to The Australian newspaper, TPG Capital sold its stake in the South Korean bank Korea First Bank for $1.25 billion, making a huge profit. But through the use of an intermediary scheme registered in the Labuan Islands, the fund managed to evade taxes in local budget. Korean tax services In the end, they got absolutely nothing. A few years after that, the same scheme was undertaken in Australia with the Myer retail chain - thanks to registration in an offshore tax haven, the country's budget was left with nothing. This provoked a protracted conflict between the fund and the Australian customs service, which, according to some reports, continues to this day.
It should be noted that the aggressive policy of TPG Capital did not always bring the desired result. Many projects turned into serious losses for the fund. Unsuccessful, for example, was the acquisition of the confectionery division of Kraft Foods. Having invested $ 200 million, the fund received practically nothing, since the products of the purchased confectionery factories could not compete with goods from Mexico. Time has also failed to turn catalog clothing company J. Crew into a serious retailer, according to Time. The fund suffered huge losses on investments in the mortgage giant Washington Mutual. According to the British newspaper The Times, the fund lost $1.35 billion on investments in this company.
However, in light of the conflict around Lenta, it is not these indicators that are of particular interest, but one relatively recent story described in the Financial Times newspaper. In 2007, TPG Capital raised significant funds to invest in Asian countries. One of the acquisition targets was the Chinese company Nissin Leasing. Having seized a large block of shares in the company, in mid-2008 the fund came into conflict with other shareholders and the company's management at that time. Chinese managers did not share the investors' plans for their company. Then TPG Capital decided to remove the leadership of the Chinese company.
At the board of directors of Nissin Leasing, which was not attended by representatives of the Chinese side, a new director of the company was elected. The next day he came to the office of the enterprise, accompanied by a whole brigade of security guards. His goal was to obtain the seal necessary for paperwork. However, Nissin Leasing employees resisted, as they considered the decision of the board of directors illegitimate. The police soon arrived on the scene of the fighting and helped break the resistance of the defending Chinese managers. The new director's team occupied the office and expelled the old employees from it.
This story is remarkable in that it resembles the situation around Lenta in the smallest detail, with the only caveat that in China TPG Capital controls 60% of the company's shares, and in the case of Lenta, only a third of the stake. However, in all other respects the stories agree. It turns out that the features of the Russian national market nothing to do with the conflict around Lenta. Power grab is just one of the tools in the rich tactical arsenal of one of the world's largest investment funds.
TPG Capital puts an end to the corporate dispute around Lenta with the help of hammers, private security fighters and pistols
Revolution in Lenta
Russian business is returning to the 90s: the St. Petersburg office of the Lenta retail company was stormed yesterday with tear gas and smoke bombs. So the shareholders of the company are trying to find out who is its legitimate CEO.
Several dozen people stormed Lenta's office, led by Ian Dunning, who calls himself the legitimate CEO of the company and represents its shareholders, VTB Capital and TPG. This was told to Vedomosti by Sergei Yushchenko, who holds the same position on behalf of another co-owner of the network, August Meyer. Dunning made his first attempts to force his way into Lenta's office on Monday, and yesterday he was able to occupy the CEO's office. According to Yushchenko, the attackers used tear gas and smoke bombs. The Lenta guards fired back in response, the St. Petersburg resource Fontanka.ru reported.
After the fight started, the police arrived at the office. According to a source in the Central Internal Affairs Directorate of St. Petersburg, about 20 "the most active participants in the offense" were detained, who were taken to the police for investigation. “Without explaining the reasons and despite the arguments of the lawyers, the police dragged Yushchenko and me away from the entrance and detained, thanks to which Dunning, together with the capture group, managed to get inside,” said Dmitry Kostygin, chairman of the Lenta board of directors. According to him, both have already been released, and a total of more than 40 people were detained. After the assault, Dunning went out to the journalists who had gathered near the building and stated that “the event was forced,” since he considers himself a legitimate director, but his opponents refused to let him in the day before. workplace.
Last year, VTB Capital and TPG bought out a stake in Lenta from its founder, Sergei Zherebtsov (now they control a 30.8% stake in the network through Luna). The new co-owners differed in their views on the network development strategy with Meyer (owns 41.04% of the shares through Svoboda). In May, the board of directors, consisting of three people representing the interests of Svoboda, decided to dismiss Dunning from the post of general director and appoint Yushchenko to this position. Representatives of TPG and VTB Capital did not agree with this and later repeatedly stated that Yushchenko's appointment was carried out in violation of corporate procedures.
In the evening, VTB Capital and TPG said they were "delighted" that Dunning "gained access to operational management in accordance with his authority." The representative of the EBRD (owns 11% of the company) also calls Dunning the only legitimate CEO of Lenta.
He declined to comment further. Yushchenko assessed what happened as "legal lawlessness": "TPG and VTB Capital violated the law, violated the shareholder agreement and the company's charter, I intend to file a complaint with the prosecutor's office."
Power captures of offices of large companies - a bright sign Russian business 90s, but last years they are rare. According to Dmitry Stepanov, a partner at Egorov Puginsky Afanasiev & Partners, power clashes between shareholders of large companies have hardly occurred in recent years, although they are still quite common in the regions. Perhaps the last time the co-owners of a large company used weapons to resolve a dispute, Vedomosti’s interlocutors say, was the seizure by 200 armed fighters of the office of the Razvitie construction holding in Granatny Lane in June 2005, allegedly on the orders of the owner of Nafta-Moskva, Suleiman Kerimov. Three years earlier, the former president of Slavneft, Mikhail Gutseriev, with the help of riot police and Mezhprombank security officers, stormed the office of the oil company.
The conflict between the shareholders of the Lenta trading network at first glance seems quite typical. Fights near the office, the seizure of the director's office, shooting and glass breaking - all this could be observed regularly during the redistribution of property in the mid-90s, and a little less often - in the last decade. The situation with Lenta would not be particularly remarkable if it were not for one important circumstance - for the most part, the owners of the company are no longer Russian, but Western investors. And the initiator of the use of forceful methods of resolving issues was the large American investment fund TPG Capital. So what led to an open confrontation - did Russian reality have such a detrimental effect on Western investors, or did the investors themselves come out on Russian market with their own rules of the game?
Recall that the shareholders of Lenta were divided into two opposing camps. On the one hand, entrepreneur August Meyer, who controls through Svoboda Corp. 41% of Lenta, on the other hand, TPG Capital and VTB Capital, which own 80/20 Luna Inc. She, in turn, owns a 35.4% stake in Lenta. During a widely publicized armed conflict , Jan Dunning, representing the interests of TPG Capital, took over the office of Lenta CEO, ousting Sergei Yushchenko from there.
A lot has already been said about the essence of the conflict itself in the last month, but one significant question remained unanswered - why did a large Western investment fund use such aggressive tactics to seize the enterprise? After analyzing the materials of foreign media over the past few years, we found out that this is not the first time TPG Capital has used such methods.
Judging by the extremely low number of mentions in the media, TPG Capital is one of the most closed investment companies in the world market. This assumption is also confirmed by the official website of the fund - apart from two paragraphs of text in the "About the company" section and contact information, there is absolutely nothing on it. At the same time, according to the most conservative estimates, the fund manages assets worldwide worth several tens of billions of dollars.
TPG Capital was founded in 1992 by former lawyer David Bonderman and financiers James Coulter and William Price. They are also its owners. Priority areas of activity are retail, energy, media, consumer sector, airlines. The fund gained fame all over the world in the 90s of a series of transactions for the acquisition of shares in bankrupt airlines. The fund offered financial assistance to struggling businesses in exchange for large blocks of shares. The result of these transactions was a profit amounting to hundreds of percent. For example, by investing $66 million in the resuscitation of Continental Airlines in 1993, the fund ended up making a tenfold profit. Similar operations were carried out in subsequent years, including after the September 11 tragedy, when airlines experienced particular difficulties. “After 9/11, there was too much panic and things got a lot more interesting,” James Coulter was quoted as saying by Time.
Thanks to these operations, the TPG Capital fund in the West has gained a reputation as a resuscitator who saves a patient by taking part of his internal organs as payment for his services.
The methods of work of TPG Capital have repeatedly caused dissatisfaction with the governments of the countries in which the fund operates. Judging by the scandals that received publicity in the foreign media, the actions of American investors often ran counter to local legislation. So, in 2005, according to The Australian newspaper, TPG Capital sold its stake in the South Korean bank Korea First Bank for $1.25 billion, making a huge profit. But thanks to the use of a scheme with the sale through an intermediary registered in the Labuan Islands, the fund managed to evade paying taxes to the local budget. In the end, the Korean tax authorities received absolutely nothing. A few years after that, the same scheme was undertaken in Australia with the Myer retail chain - thanks to registration in an offshore tax haven, the country's budget was left with nothing. This provoked a protracted conflict between the fund and the Australian customs service, which, according to some reports, continues to this day.
It should be noted that the aggressive policy of TPG Capital did not always bring the desired result. Many projects turned into serious losses for the fund. Unsuccessful, for example, was the acquisition of the confectionery division of Kraft Foods. Having invested $ 200 million, the fund received practically nothing, since the products of the purchased confectionery factories could not compete with goods from Mexico. Time has also failed to turn catalog clothing company J. Crew into a serious retailer, according to Time. The fund suffered huge losses on investments in the mortgage giant Washington Mutual. According to the British newspaper "The Times", the fund lost $1.35 billion on investments in this company.
However, in light of the conflict around Lenta, it is not these indicators that are of particular interest, but one relatively recent story described in the Financial Times newspaper. In 2007, TPG Capital raised significant funds to invest in Asian countries. One of the acquisition targets was the Chinese company Nissin Leasing. Having seized a large block of shares in the company, in mid-2008 the fund came into conflict with other shareholders and the company's management at that time. Chinese managers did not share the investors' plans for their company. Then TPG Capital decided to remove the leadership of the Chinese company. At the board of directors of Nissin Leasing, which was not attended by representatives of the Chinese side, a new director of the company was elected. The next day he came to the office of the enterprise, accompanied by a whole brigade of security guards. His goal was to obtain the seal necessary for paperwork. However, Nissin Leasing employees resisted, as they considered the decision of the board of directors illegitimate. The police soon arrived on the scene of the fighting and helped break the resistance of the defending Chinese managers. The new director's team occupied the office and expelled the old employees from it.
This story is remarkable in that it resembles the situation around Lenta in the smallest detail, with the only caveat that in China TPG Capital controls 60% of the company's shares, and in the case of Lenta, only a third of the stake. However, in all other respects the stories agree. It appears that the peculiarities of the Russian national market have nothing to do with the conflict around Lenta. Power grab is just one of the tools in the rich tactical arsenal of one of the world's largest investment funds.
Vitaly Srednov
On Friday, Oleg Zherebtsov terminated an option agreement with Marshall Capital Partners to sell his stake in Lenta, a source on the network said. Marshall received a three-month option to 35.4% of the chain for $95 million in June, paying the businessman $1 million upfront.
A written notice from Oleg Zherebtsov regarding the refusal to exercise the option and readiness to pay a penalty was received by Marshall on Friday, fund manager Konstantin Malofeev confirmed. According to him, "now the fund's lawyers are studying this notice for possible actions by Marshall." The penalty provided for by the option is about $5 million.
Kommersant's interlocutor at Lenta says that TPG gave Zherebtsov an interest-free loan of about $10 million to pay off Marshall and pay off interest on loans from MDM Bank and Royal Bank of Scotland (in 2007, the businessman borrowed $60 million from them under pledge of their shares in Lenta).
Lenta LLC (owned by Lenta Ltd) owns 36 hypermarkets. Sales in 2008 - 2.344 billion dollars (3rd place among grocery retailers in Russia in terms of revenue after X5 Retail Group and Magnet). 35.4% of the shares of Lenta Ltd belong to Oleg Zherebtsov, about 36% - to August Meyer, 11.1% - to the EBRD, the remaining shares are distributed among 11 minority shareholders.
TPG Capital is one of the largest investment companies in the world, managing over $45 billion in assets. Lenta is the fund's first investment in Russia, although it has been operating here for two years. So, in the summer of 2007, the fund was preparing to buy out control over the Seventh Continent network, but the deal fell through. In April 2008, TPG signed a contract for the sale of 50% minus one share of the pharmaceutical distributor SIA-International, but refused the purchase, paying a fine of $50 million to the owner of the company, Igor Rudinsky.
Direct Investment and special projects VTB Capital was founded in the summer of 2008. It operates on the principle of a direct investment fund, and does not work with the assets of troubled borrowers of VTB Bank, a representative of the fund claims. In the summer, VTB Bank increased credit limit"Lente" from 3.5 billion rubles to 4.25 billion rubles.
Despite the fact that Oleg Zherebtsov will have to use more than half of the proceeds from the transaction to repay personal loans, the sale of his stake is the first M&A market history in retail since the crisis began, says Natalia Zagvozdina, senior analyst at Renaissance Capital. Thus, in December 2008 Krasnoyarsk ALPI gave 22 premises of its stores to Sberbank also in repayment of loans. In March, 75% of the Samokhval network was transferred to repay loans to banks Vozrozhdenie and the Northern Sea Route. In June, Mosmart's shareholders ceded control over the network to Sberbank Capital LLC (a 100% subsidiary of Sberbank) and Evgeny Novitsky, vice president of AFK Sistema. The new owners paid a nominal amount for Mosmart shares on the terms of prolongation and gradual repayment of the chain's loans. In July, the main owner of the Spar chain transferred control of the chain to entrepreneur Alexander Mamut as part of a $25 million loan.
