E. Stetsko

At the beginning of last year, Alisher Usmanov and Vasily Anisimov bought 97% of the shares of Mikhailovsky GOK, having received a five-year loan of $1 billion from VTB. Soon after, the GOK also acquired Ural Steel (the former Nosta metallurgical plant) from Usmanov’s structures for approximately $600 million. Another GOK and another metallurgical plant until recently belonged to Usmanov together with another partner, Andrey Skoch, through Gazmetall CJSC, in which each owned half.

However, by autumn, Usmanov had reached an agreement with both partners to consolidate the disparate metallurgical assets.

“I will own 50%, Andrey Skoch’s fund will own 30%, and Anisimov will own 20%,” he told Vedomosti in September. Appraisers, including Deloitte, valued OEMK and Lebedinsky GOK at $6–7 billion, and Mikhailovsky GOK together with Ural Steel at $3.6 billion, a source at Gazmetall said. According to him, the consolidation of these enterprises was completed last week.

True, the holding structure turned out to be multi-stage: the owner of Mikhailovsky GOK was not Gazmetall itself, but its subsidiaries – Lebedinsky GOK (it got about 70% of the shares) and Oskol Plant (about 30% of the shares). They were the ones who bought 99% of Mikhailovsky GOK from six companies of Usmanov and Anisimov for $3.6 billion. Sberbank helped to complete the deal, issuing three-year loans to Lebedinsky GOK in the amount of 38 billion rubles and to OEMK – for 15.7 billion rubles (such data is contained in the official reports of these enterprises). A source of Vedomosti from Gazmetall adds that the loans were secured by the trade contracts of the enterprises. According to him, another $1 billion was paid in shares that were in cross-ownership of these enterprises. That is, the sellers of Mikhailovsky GOK received 7.9% of OEMK shares and 16.2% of Lebedinsky GOK shares.

The funds and shares received went to Sitbon Investment Ltd, a company 50/50 owned by Anisimov (through Coalco) and Usmanov (through Sentek). According to a source at Gazmetall, the money has already been used to pay for other transactions (see inset), and Coalco transferred about $1 billion to Andrey Skoch’s structures as an additional payment for 20% of Gazmetall shares.

Vedomosti was unable to contact Skoch. But Vasily Anisimov confirmed the fact that the consolidation was completed using this scheme. Usmanov's representative added that the holding's structure would change in the future: Lebedinsky GOK would own Mikhailovsky GOK, and OEMK would own another steel producer, Ural Steel.

The Metropol analyst believes that the value of Mikhailovsky GOK and Uralskaya Stal was underestimated - the enterprises are now worth $5 billion, and his colleague from Trust, Alexander Yakubov, is sure that OEMK and Lebedinsky GOK were overestimated - according to his estimates, they are worth $5.5 billion. "The valuation of the enterprises was most likely a compromise between the three current shareholders of Gazmetall, because the deal allowed them to resolve all their issues directly or indirectly related to consolidation," says Yakubov. Denis Nushtayev from Metropol notes that the chosen scheme is optimal for consolidating these assets. The current ownership structure of Gazmetall shareholders is more transparent than what it was, Yakubov agrees, although it is always better for a holding to own enterprises directly. "But even with such a structure, Gazmetall can already conduct an IPO," Yakubov notes. – For example, Evraz Group did not directly own all of its enterprises when it was listed on the stock exchange.” Nushtayev says that in a year and a half, Gazmetall shareholders will be able to sell up to 20%, based on Gazmetall’s value of $10–12 billion.

Usmanov gathered partners