One of the largest Russian IT integrators, T1 Group, is restructuring debts inherited from its former owners, the Ananyev brothers. The company, in particular, received 100% in Agora Resources LLC, to which it owed 2.2 billion rubles. The T1 Group itself does not comment on the details of the transaction. Lawyers suggest that the holding reduces debts before entering the IPO.
T1 LLC (the parent structure of T1 Group) became the owner of 100% of Agora Resources LLC on February 9, found “Kommersant” in the SPARK-Interfax database. Prior to the transaction, the company, through Agora Holding, belonged in equal shares to Maxim Malyev and Igor Omelchenko. According to SPARK-Interfax, Agora Resources LLC was established in 2016 with the main activity of providing financial services. Revenue at the end of 2021 amounted to 237 million rubles. with a net profit of 32.9 million rubles.
Agora Resources has been associated with T1 structures since the time when it was called Technoserv, owned by Alexei and Dmitry Ananiev and was in a pre-bankruptcy state. Technoserv was founded by the Ananyev brothers in 1992. In January 2018, they divided the assets, Alexey Ananiev received Technoserv. He sold a 40% stake in VTB, and then pledged another 49.99% there. In December 2018, Mr. Ananiev was removed from management, and in April 2021, VTB changed the name of the holding to T1 Group.
It follows from the filing cabinet of the arbitration court that in February 2018, Sibenergomash LLC filed a lawsuit to declare Technoserv AS LLC bankrupt (then the company belonged to the Ananyevs, and is now part of T1). The amount of the claim exceeded 2.2 billion rubles. But Sibenergomash became a creditor of Technoserv AS not directly, but through a multi-stage assignment of claims from Globex Bank (it ceased to exist in 2018, and in 2020 the ex-president of Globex Vitaly Vavilin was convicted of issuing knowingly bad loans companies Technoserv AS and Technoserv Management). In August 2018, the arbitration court introduced a monitoring procedure into Technoserv AS.
But in October 2019, Agora Resources acquired the rights of claim against the debtor from Sibenergomash, became the legal successor in the case, and then waived the claims against Technoserv AS. The bankruptcy case was dismissed. Thus, T1 actually acquired the company, which owes 2.2 billion rubles. T1 does not disclose the details and objectives of the transaction, noting only that “they are aimed at debt restructuring.” At the end of 2022, T1’s revenue exceeded 150 billion rubles, Igor Kalganov, CEO of the holding, said in an interview with Kommersant on February 16. At the same time, he noted that the company is considering an IPO in 2024.
Usually, buying a creditor and waiving his claims are part of a debt restructuring plan, says Oleg Ganyushin, head of corporate law and bankruptcy at Versus.legal. At the same time, T1 now 100% owns both the creditor and the debtor, that is, they are part of the same group of companies and the debt may simply not be collected for some time, says Ulezko.Legal lawyer Oleksandra Ulezko: external creditors can intervene as long as there is no threat of bankruptcy of any of the companies.
According to Oleg Ganyushin, two scenarios are possible: “The investor bought the claim, replaced the creditor and has agreements with the debtor to return the money invisible to third parties, that is, the restructuring has been completed, but the debt has not actually been returned. Or not only a formal restructuring took place, but also the actual repayment of the debt.” In any case, Mr. Ganyushin clarifies, writing off the debt means the emergence of income in this amount for Technoserv AS and entails the need to calculate and pay income tax. “As a rule, market participants tend to postpone such consequences, but with a planned IPO, intra-group debt forgiveness may be interesting: the amount of liabilities in the balance sheet will decrease, and the income indicator will increase,” explains Oleg Ganyushin.
Pro’SPECT’s managing partner, Oleg Bychkov, says that if the creditor is now owned by T1, the debt may be reflected differently in the financial statements than it is to an external creditor. In the future, T1 can reduce it, forgive it, and so on – this will have a positive effect on reporting, Mr. Bychkov clarifies: “In the context of a potential IPO, the smaller the company’s debt, the higher its attractiveness for investors.”