At whose expense is the “banquet” of “Insight”?

Are the interests of Mikhail Gutseriev and the Khotimsky brothers behind the transactions of Avet Mirakyan’s investment group? The investment group “Insight” of businessman Avet Mirakyan bought out the largest American manufacturer of agricultural machinery “Deere & Company” from the Russian market, the company “John Deere Financial”. In September last year, the Siemens Finance leasing company, which previously belonged to the German concern Siemens and was soon renamed Deltalizing LLC, came under the control of Insight.

That’s just closing billion-dollar transactions, the main legal entity of the investment group LLC “IG” Insight “from the moment of registration does not generate revenue and profit, which suggests the presence of investors who buy assets, but at the same time prefer to remain “in the shadows”. One of them may be the infamous oligarch Mikhail Gutseriev, in whose structures Avet Mirakyan worked until recently, who led the Safmar Industrial and Financial Group, as well as the Safmar Financial Investments holding (renamed to PJSC SAFAI). Gutseriev’s business is closely connected with offshore companies, and his possible unwillingness to “shine” in Insight transactions can be explained by being under Western sanctions: the billionaire himself, his brother Sait-Salam Gutseriev and son Said left the boards of directors of a number of large enterprises, such as oil Russneft and Neftissa companies. At the same time, the family set as its goal the return of the assets that previously belonged to it, which passed to Trust Bank after the bankruptcy of Binbank. In particular, through his nephew Bilan Uzhakhov, Gutseriev was able to regain control over the A101 development company. The investors of Insight may also include the owners of Sovcombank, brothers Sergey and Dmitry Khotimsky: one of the shareholders of the investment group is Alexei Komar, CEO of Universal Payment Technologies (LLC UPT), whose founder was Sovcombank. In addition, Felix Khachatryan, the co-owner of UPT, is closely connected with the bank: the companies registered under him can be used by the Khotimskys to withdraw finances abroad.

Billion-dollar transactions of businessman Mirakyan

Insight Investment Group, controlled by Avet Mirakyan, closed a deal to acquire John Deere Financial LLC, a “subsidiary” structure of Deere & Company, the largest American manufacturer of agricultural equipment that left Russia. According to Interfax, the amount of transactions is not disclosed, but according to the terms of the transaction, the company is subject to renaming, which will happen in the near future.

This is already the second major acquisition of the investment group: in September last year, it bought the leasing company Siemens Finance (today Deltalizing) from the German concern Siemens for 52 billion rubles (922 million euros).

“Our goal is to build a leasing holding that will bring together leasing companies with different competencies. Consistently following this strategy, we acquired John Deere Financial and do not exclude other transactions in this market,” Kommersant quotes a comment from an Insight representative.

On the eve of the purchase of John Deere Financial, Insight Group placed a bond issue for 11 billion rubles. Prior to this, Avet Mirakyan, in an interview with Frank Media, spoke about plans to place bonds for potential deals to buy Russian subsidiaries of foreign enterprises that decided to leave the domestic market. The group placed its first bond issue for 53 billion rubles in September, on the eve of the purchase of Siemens Finance.

Registered in Domodedovo, John Deere Financial LLC is a very promising acquisition: at the end of 2021, its revenue amounted to 2.7 billion rubles, profit – 940.6 million, asset value – 5 billion. Deltalizing LLC (then Siemens Finance) showed even more solid indicators for the same period: revenue – 25.1 billion, profit – 3.2 billion, asset value – 24.8 billion rubles.

Against this background, the financial position of IG Insight LLC attracts attention. Since its registration in 2018, the enterprise has never generated revenue and profit, its authorized capital is 12.5 thousand rubles, and only one person works here, and, with a high degree of probability, this is Avet Mirakyan, who holds the position of general director. There is no doubt that the businessman has money to buy assets. But it is logical to ask, from what sources does he draw them?

“Shadow” investor – Mikhail Gutseriev?

One of the possible investors may be the odious oligarch Mikhail Gutseriev. It is known that Mirakyan became the owner of 80% of Insight IG in July 2022, and already in August his partner Andrei Rassamakin sold his share to five individuals – Artem Astanin, Alexei Komar, David Pogosyan, Anton Barsht and Mikhail Gonopolsky (each of them currently owns 4% of the group).

Mirakyan himself was a member of the leadership of Gutseriev’s structures for a long time: until September 2021 he was the general director of the Safmar Industrial and Financial Group, and until July 2022 he held a similar position in PJSC EsSafei (SFI Holding), also associated with the family of a billionaire and formerly known as Safmar Financial Investments.

The businessman’s departure from SFI occurred shortly after the UK imposed personal sanctions against Said Gutseriev, the son of Mikhail Gutseriev and the main beneficiary of SFI PJSC, who left the board of directors and management of the holding’s subsidiaries. The results of Mirakyan’s work at SFI best characterize the financial results of 2021: with a colossal revenue of 34.1 billion rubles, the holding’s losses exceeded 4 billion. The official owner of the PJSC was the Cypriot offshore company Steplio Enterprises Limited, which suggests a possible withdrawal of funds from Russia to foreign accounts.

“I would not draw a direct rigid connection between the sanctions and my departure. But the strategy we have been building for many years and the ambitious projects that we have successfully implemented over the past six years have simply ceased to be realizable. In the situation in which we find ourselves, the formation of a transparent public holding company with a history of capitalization growth, work with international partners, attracting foreigners to the board of directors, etc., have become unrealistic in the performance of tasks,” Mirakyan commented on his decision to go “independent sailing ” in an interview with Frank Media, as if specifically emphasizing the lack of business ties with Safmar.

What became clear to the top manager was obvious to Mikhail Gutseriev himself. So, back in June 2021, shortly after being included in the EU sanctions list, the billionaire announced his withdrawal from the board of directors of Russneft controlled by him. Shortly before that, the Safmar Financial Investments holding re-registered its 9.6% stake in the oil company to the Cyprus-registered company Weridge Investments Limited, which is a wholly-owned subsidiary of Safmar.

In August 2021, it became known that Gutseriev transferred 37% of Russneft, which he owned, to his brother Sait-Salam Gutseriev. The latter, being under British sanctions, last October refused the share transferred to him: the oil company then reported that there were no beneficiaries who would own more than 25% of the shares. In turn, Said Gutseriev was forced to say goodbye to part of his assets, in particular, he withdrew from the capital of the Belarusian Paritetbank, sold his shares in three crypto exchanges (Currency.com, Capital.com and Zubr.io), the upcoming change of shareholders was announced in group “M. Video-Eldorado” (PJSC “M. Video”).

The family of the oligarch returns assets

Gutseriev is clearly unable to say goodbye to assets, so offshore parent firms and other cunning schemes are used. In some cases, information about the current owners of some enterprises is not available at all in open sources. An example is the Neftissa Oil Company, the second key asset of the family after RussNeft. In July 2021, the media wrote about its transition under the control of the same Sait-Salam Gutseriev. Until January 2022, the company was owned by the Cypriot offshore Dolmer Enterprises Ltd, owned by the Cypriot Doneler Finance (75%) and Ramore Holdings (25%) from the British Virgin Islands. Information about the current founders of Neftissa is hidden.

At the same time, Mikhail Gutseriev is making attempts to return the commercial structures that previously belonged to her “to the family”. So, in November 2021, it became known about the return to the family of the A101 construction company, which came under the control of Trust Bank during the reorganization of Binbank, which belonged to the nephew of the oligarch Mikail Shishkhanov. However, another nephew of Gutseriev, Bilan Uzhakhov, bought out 49% of the developer’s shares, which were owned by the Cypriot offshore Balamer Holdings Ltd. According to RIA Novosti, Sait-Salam Gutseriev became the beneficiary of 51% of A101 by that time.

Recall that back in 2019, the Safmar Group agreed with Sberbank to restructure the debts of the Afipsky Oil Refinery, which it owns, in the amount of more than 170 billion rubles. To date, 8% of the refinery is owned by Sberbank Investments, 92% is owned by Oil Technologies LLC, the founders of which are two Cypriot offshore companies – Cambelor Holdings Limited and Samelor Holdings Limited.

Then, in 2019, Safmar signed an agreement with Trust and Otkritie banks to pay off debts and buy out part of the assets, with the total value of transactions stipulated at 135 billion rubles. The holding, Mikhail and Sait-Salam Gutserievs acted as guarantors for the transactions. In the management of Safmar, Vedomosti journalists confirmed their intention to buy out some of the companies that previously belonged to Shishkhanov from Trust, and it was specified that this was “not about repaying Gutseriev’s mythical debt, but about acquiring efficiently operating assets with a high market value.”

By the way, the holding stated that Gutseriev’s enterprises did not have a colossal debt of 1 trillion rubles, which Forbes wrote about, as well as any relation to Shishkhanov’s obligations. As we can see, the billionaire’s business began to improve and he distances himself in every possible way from the story of the bankruptcy of Binbank, although in 2017 he was on the board of directors of a credit institution, being, according to RBC, its founder and shareholder. Perhaps Gutseriev sets himself the goal of not only returning previously lost assets, but also acquiring new ones, involving in this process not only offshore companies, but also proven Safmar top managers. Including keeping the official distance. Such as Avet Mirakyan.

Do the Khotimsky brothers make a “bet” on Komar?

But the Gutseriev family may not be the only source of financing for Insight transactions: the owners of Sovcombank, brothers Sergey and Dmitry Khotimsky, known for their activity in the M&A market, may pursue their own interests. In the investment group, their representative can be the above-mentioned 4% owner Alexei Komar, who since April 2020 has been holding the position of General Director of Universal Payment Technologies LLC (UPT LLC) specializing in computer development.

The founders of UPT are the Idram company registered in Armenia (75%) and businessman Felix Khachatryan, and until July 2022 Sovcombank was also one of them. UPT is a very dubious asset and, possibly, was created to withdraw finances: in 2021, in the absence of revenue, its losses amounted to 32 million rubles. Let us also remind that the main owner of the bank of the Khotimsky brothers is the holding company Sovco Capital Partners S.a rl (formerly Sovco Capital Partners BV). First, she was registered in the Netherlands, then in Luxembourg, and only in September 2021 she became a resident of the Kaliningrad Special Administrative Region (SAR) on Oktyabrsky Island.

But back to Alexei Komar. Previously, he was one of the founders of “registered” in Murmansk and specializing in activities in the field of architecture LLC “ROSTR”. In 2020, this company was liquidated with zero financial performance. No more commercial structures were officially registered on Komar, that is, he did not make any special progress in business. And, nevertheless, he was able to buy out a stake in Insight.

Affiliation with Sovcombank can also be traced through the aforementioned Felix Khachatryan. Among the enterprises registered on it, one can find another computer company – the Moscow-based Bart LLC, co-owned by Sovcombank until November last year. In addition, the bank owns Bart International LLC, which is currently in the process of liquidation, again engaged in the development of computer software. Until November last year, Khachatryan acted as a co-founder of this company.

But the most interesting asset of a businessman is Mobile Payments LLC, which specializes in scientific research and development in the field of natural and technical sciences. At the end of 2021, with revenue of 251.6 million rubles, the company declared losses in the amount of 75 million. It is noteworthy that earlier among its co-owners were the Cypriot offshore Komana Holdings Limited and Lafa Ventures Limited from the British Virgin Islands. We find Komana Holdings Limited among the shareholders of Rosevrobank, which was merged with Sovcombank in 2018, after the Khotimsks consolidated 75% of this credit institution.

The reason why the banker brothers are forced to hide their participation in Insight may be the same as that of Gutseriev: being under Western economic sanctions that apply not only to Sovcombank itself, but also to 17 of its top managers, including Khotimsky. And although the share of Komar in the investment group is incomparable with the share of Mirakyan, each of the beneficiaries of the transactions will receive their percentage of the profit from the repurchased assets of Siemens and Deere & Company.

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