Two worlds - one deal: how Rosneft’s purchase of TNK-BP turned out for all interested parties. Why does Rosneft buy TNK-BP? How much did Rosneft buy BP?

The CEO of TNK-BP, in his office, together with his deputy Maxim Barsky, was watching a news broadcast on TV. On the screen, Russian President Vladimir Putin, BP head Robert Dudley, Deputy Prime Minister and Chairman of the Board of Directors of Rosneft Igor Sechin and Rosneft President Eduard Khudainatov signed an agreement on a global strategic alliance. After the deal, Rosneft was to become the owner of a 5% stake in one of the world's largest oil companies in exchange for 9.5% of its shares. The partners also agreed to create a joint venture to work on the Arctic shelf.

“Well, let’s go to court,” Friedman said to Barsky after watching the news. The shareholder agreement between the owners of TNK-BP - British BP and the AAR consortium (Alfa Group, Access Industries, Renova) - implied exclusive work in the Russian oil market without the participation of third parties. “How to go to court? - Barsky was surprised. “We live in Russia, they can take everything away!” “Well, what can we do, then we’ll fight,” Friedman shrugged.

Alpha is no stranger to suing. And two months later, the Stockholm arbitration court banned the deal between BP and Rosneft. This put an end to the already tense relations between the Russian and British owners of TNK-BP. On March 21, 2013, Rosneft bought TNK-BP and became the world's largest public oil and gas company in terms of production volumes and raw material reserves.

The “deal of the century” was organized by Sechin, who left the government in advance and headed Rosneft. The purchase of TNK-BP took place at the peak of oil prices: the state-owned company paid a record $56 billion for its greatness. Now, when energy prices have collapsed, the entire Rosneft is worth $46 billion - less than what AAR and BP received. Friedman and the company invest the proceeds from the sale mainly abroad. So far, they have invested $5.7 billion in the oil sector - in March 2015 they bought the German oil company Dea.

Igor Sechin and Mikhail Fridman have radically different approaches to life, business, and the state. Take oil prices, for example. We need to get used to low oil prices, Friedman wrote in his article in the Financial Times. Prices will still rise, you just need to wait, Sechin retorted in the same publication. Which one of them won?

Friedman's mistake

Sechin and Friedman are absolute antipodes, although both have a huge influence on the Russian economy and both wanted to become part of the global economy, just in different ways, says their mutual friend. Friedman had long had ambitions to become an international businessman. This could have happened if he had exchanged his Russian oil assets for a stake in some global company, for example BP. Two businessmen familiar with Friedman told Forbes that even Putin allegedly supported his intentions regarding BP, because Russian investments in the West could be an instrument of political influence.

But Friedman made a global mistake - back in the 2000s, he ruined his relationship with Robert Dudley, the future CEO of BP, and closed his way to BP, without knowing it, explains one of Forbes’ interlocutors.

In the 1990s, BP came to Russia and behaved like a colonialist. This is how global oil and gas giants behave in any third world country, but in Russia they did not succeed with this approach, recalls a former TNK-BP employee. “They thought that if they had an agreement with the government, they could develop without any problems. But it didn’t work: problems regularly arose with Russian partners,” he emphasizes. At the same time, BP still considered Russia as an important market. She needed a partner with lobbying resources. Seasoned in battles for oil assets, the Alfistas, in turn, needed an international investor. “It was a kind of insurance against a hostile takeover by the state, and it worked,” says Ivan Mazalov, head of the Russian representative office of Prosperity Capital Management, one of the largest minority shareholders of TNK-BP. In 2003, Alpha, Access Industries, Renova, on the one hand, and BP, on the other, merged their assets into TNK-BP.

There were always disagreements after the creation of the company, recalls a former TNK-BP employee. Development plans, what assets to acquire, what to invest in and what not - any issue became a battlefield. They even argued about dividends: before the accident on a BP drilling platform in the Gulf of Mexico in 2010, the British often proposed cutting dividends in favor of investment. After the accident, BP urgently needed money, and the situation changed exactly the opposite.

Traditionally, BP has had a stronger influence on the company. And although ownership was parity, and shareholders were equally represented on the board of directors, the position of general director was assigned to BP in the shareholders agreement. The head of TNK-BP, Robert Dudley, is described by people who knew him during his time at the Russian-British oil company as an “intelligent, adequate, positive” person. A true democrat: he rode with everyone in the elevator, recalls one of the former employees. But the last year of his work in the company, 2008, was especially difficult; Russian shareholders literally squeezed Dudley out of the company in order to gain more influence over management.

Harassment, searches, visa refusals - Dudley admitted to his inner circle that, against the backdrop of everything that was happening, it began to seem to him that the employees were laughing at him behind his back. At one time, Dudley even had to manage the company from some secret location. Putin publicly commented on the conflict between the AAR and BP. He stated that he warned TNK-BP shareholders about possible problems when the company was just being created: a 50/50 parity structure does not work. “Agree among yourselves so that one of you has a controlling stake. We don't mind it being VR. We will support if it is the Russian part of a joint venture - a TNK, but there needs to be an owner, and when there is no clearly defined authority, there will be problems in such a structure,” he said on May 31, 2008 in an interview with the French Le Monde.

Dudley eventually left TNK-BP. And BP itself began to think about leaving Russia, Forbes’ source in Rosneft assures. “In fact, in many ways, the fact that Rosneft later acquired TNK-BP became the only way to preserve BP in Russia,” he says. But this was not the determining factor in BP’s relations with Russia. Dudley was named as one of the contenders for the post of CEO of BP back in 2006, but the position eventually went to Tony Hayward. And when Hayward left after the accident in the Gulf of Mexico in 2010, Dudley, who took his place, wanted to somehow respond to his offenders from Russia, one of Forbes’ interlocutors believes: “As soon as Dudley headed BP, for Friedman, no matter what he was imagined, the prospect of any transaction making him a shareholder of BP was closed - Dudley simply would never allow this.”

Sechin's ambitions

Dudley signed an “Arctic” deal with Rosneft, absolutely deliberately violating the shareholder agreement with AAR on TNK-BP, says one of Forbes’ interlocutors. In his opinion, the head of Verkhovna Rada saw Sechin’s ambitions very well and played on his desire to “crush everything around him.” Maxim Barsky, who today heads the Matra Petroleum company, told Forbes that before signing the agreement with Rosneft, Dudley flew to Moscow several times and, behind the backs of the Russian shareholders of TNK-BP, met with the management of Rosneft.

On the day the deal with Rosneft was signed, Dudley visited the office of his Russian partners in TNK-BP. Alfa co-owner German Khan and Barsky met with him. By this time, they already knew about the impending deal, but Dudley had no idea about it. “And Dudley told us that he was going to exchange shares with Rosneft. “Do you mind?” “No,” we answered, “I don’t mind.” And not a word about the Arctic. Then I couldn’t stand it and said to him: “Well, don’t you want to tell us anything about the Arctic?” He replied that nothing was known yet. And so he left us, and in the evening he signed this agreement with Rosneft,” recalls Barsky.

Friedman wasn't kidding when he threatened to sue Dudley after watching the news on TV. At that time, he served as CEO of TNK-BP, the company's legal department was completely under the control of Russian shareholders, and this legal department smashed British lawyers to smithereens in court. The main argument was the fact that BP did not offer TNK-BP to participate in the “Arctic” deal with Rosneft. “If they had offered, we would have agreed, because it was a very promising story at that time,” says Barsky.

After the decision of the Stockholm arbitration, BP was forced to invite TNK-BP to take part in joint work in the Arctic. After this, the board of directors of TNK-BP constantly met and discussed whether to go to the Arctic together with BP and Rosneft. Four representatives of the AAR were in favor, recalls Barsky, and four representatives of BP on the board of directors reasonably remarked: “What do you understand in the Arctic, you won’t be able to work there.” One of the independent directors, Alexander Shokhin, was on the side of AAR, the second, James Lang, was on the side of BP. The decisive vote was the third independent director - former Federal Chancellor of Germany Gerhard Schröder, and the parties fought for him, Barsky recalls.

Schröder really found himself in a difficult situation and was waiting for a political signal. In one of the interviews, Putin was again asked about the conflict in TNK-BP, and he replied that all disagreements must be resolved through a shareholder agreement. For Schroeder, this was a signal - and TNK-BP voted to participate in the project. Rosneft’s deal with BP essentially fell apart immediately, recalls Barsky. Rosneft needed BP technologies for working on the shelf, but not a troubled partnership with Alfa.

The Stockholm Arbitration Court allocated two months to resolve all controversial issues regarding the “Arctic” deal, otherwise it simply would not have taken place. Rosneft had only a few days left, and then Sechin proposed to the AAR consortium to sell its stake in TNK-BP, although initially this option was not considered at all. A day before the deadline, Friedman had a buyout offer on his desk, which was generally acceptable to AAR. But Sechin set a condition: first, AAR must withdraw the claim from the Stockholm Arbitration Court and only then sign documents on the sale of a stake in TNK-BP. Friedman suggested the reverse procedure.

“That was the key moment. Igor Ivanovich then said: here is the Deputy Prime Minister, I give you my word, go, take [the documents from the Stockholm Arbitration], there are only a day left,” recalls an eyewitness of those events. There were disagreements within the AAR on this matter, “not everyone has nerves as steely as Friedman.” As a result, the consortium supported Friedman's position, and none of the transactions took place. In June 2011, in an interview with The Wall Street Journal, Sechin said that the main loser in the situation with the cancellation of the “Arctic” deal was the AAR, that the question was not about “revenge or punishment” of the AAR, and wished them “every success.”

And although the conflict between Russian and British shareholders did not end there, it was the dispute over the Arctic that laid the foundation for the future “deal of the century”: the unstable “50/50” structure has finally outlived its usefulness. Due to the ongoing corporate conflict, TNK-BP was practically paralyzed, and someone had to leave. For almost two years, AAR, BP and Rosneft discussed who would leave and under what conditions. In October 2012, Igor Sechin reported to Putin that the state company was buying out all of TNK-BP, and BP would become a shareholder of the merged company. The President approved this plan.

Help for traders

Friedman is a businessman to the core: cold, calculating, cynical. Many people who know him note his insight and intelligence. He always emphasized that he was engaged exclusively in private business and avoided, for example, the sphere of government procurement. Friedman, who is not closely associated with state-owned companies and political figures, always speaks of the authorities with respect. And Sechin was an effective deputy prime minister, he made decisions in the interests of the state, very correct decisions, says one of the acquaintances of the Rosneft president. Sechin equated Putin’s will, state security and the public good. After the purchase of TNK-BP, a lot has changed.

In the spring of 2015, Bloomberg, citing sources from among the advisers to the Russian President, wrote that a crack was emerging in the relationship between Vladimir Putin and Igor Sechin, allegedly due to the huge debts of Rosneft, constant requests for state support and tax breaks, as well as due to the collapse of the exchange rate ruble after the placement of the company's bonds in December 2014. And although there is no real evidence of Sechin’s disgrace, the fact remains that Rosneft has huge debts, and it itself is worth less than it once paid for TNK-BP.

“Company capitalization is an unrepresentative indicator, especially in Russia and especially in the current conditions. It reflects country risks to a greater extent than the state of the company. The company must be assessed based on fundamental indicators, emphasizes Rosneft Vice President Mikhail Leontyev. - And these are not only production volumes and reserves, these are also qualitative indicators: production costs, debt burden. "Rosneft has today returned to the level of debt burden that it had before the purchase of TNK-BP." Before the deal, Rosneft's debt to EBITDA ratio was 1.17, and at the end of the third quarter of 2015 (latest data for March) - 1.61 in rubles and 1.27 in dollars. The large foreign currency debt, as the company itself has repeatedly noted, is regularly paid off. This is true, but there are nuances.

Rosneft's net debt at the end of the third quarter of 2015 was $24.5 billion, the total debt was $47.5 billion. This does not take into account pre-export financing - Rosneft does not include it in the total debt. Therefore, the real debt burden is much higher. In the third quarter of 2015, Rosneft showed in its financial report that it received almost 1 trillion rubles from “the world’s largest oil trading companies,” or approximately $16 billion. What are we talking about? It all started with the purchase of TNK-BP.

The world did not have enough money to buy TNK-BP, a former employee of one of the global oil traders sneers. In November 2012 - February 2013, Rosneft borrowed $31 billion from foreign banks and placed Eurobonds for $3 billion. Approximately $10 billion was missing. This money in the form of pre-export financing for Rosneft was provided by the world's largest traders Glencore and Vitol in exchange for supply of 67 million tons of oil over five years: Glencore - 46.9 million tons and Vitol - 20.1 million tons. The seller and buyers did not disclose the cost of the contracts, but at prices more than $100 per barrel, such a volume of oil would cost at least $49 billion .

A former employee of one of the trading companies says that traders actually received a significant discount to the market price. Oil deliveries and repayment of pre-export financing are carried out through specially created companies (SPVs) Ros-GIP (Glencore) and Ros-Vit (Vitol) - both companies are included in the rating of the largest buyers of Russian oil (see page 233). It was by structuring the deal to purchase TNK-BP that Rosneft tested a new way of working with traders.

In June 2013, Rosneft entered into a similar contract with Trafigura with an advance payment of $1.5 billion and the supply of 10 million tons of oil over five years. In February 2015, another contract was concluded, the terms of which are unknown, but the supply volume exceeds 15 million tons, and the prepayment allowed Rosneft to pay more than $7 billion as part of debt repayment against the backdrop of US and EU sanctions. Similar agreements were signed with the Chinese China National United Oil Corporation (a subsidiary of CNPC) and Tonner S.A.R.L.

On September 7, 2015, at a conference in Singapore, Igor Sechin, seeing Jonathan Kollek, the former vice president of TNK-BP and now the head of Trafigura Eurasia, kissed him on both cheeks, which the Financial Times saw as evidence of the deepest ties between the Swiss oil trader and the Kremlin oilman. Of course, because Rosneft is highly dependent on its traders.

Due to falling oil prices, the company is forced to increase supplies under pre-export financing contracts and, as a result, sometimes cancels regular sales tenders. If you violate the terms of pre-export financing, the trader can demand export proceeds from the company. Thus, almost all of Rosneft’s oil has already been contracted and paid for several years in advance, says one industry source. However, another Forbes interlocutor notes that “maybe, under a different leader, Rosneft would have gone bankrupt long ago, but it works.”

An interesting detail: in November 2015, Alfa Bank acquired a stake ($150 million) in the syndicated loan Ros-GIP and Ros-Vit, which is secured by oil supplies to Rosneft, from a syndicate member - Morgan Stanley bank.

Did Friedman find a use for the money received for TNK-BP?

Immediately after the sale of TNK-BP, he said that he would invest in those sectors that interested him previously: fuel and energy complex, telecommunications, retail, banking sector. And all of Friedman’s further investment activities showed his interest exclusively in international projects. In June 2013, the investment corporation LetterOne Group, controlled by Alfa Group, announced the creation of L1 Energy to invest in the international oil and gas sector. Herman Khan was appointed chief executive officer of L1 Energy, and the advisory board included ex-head of BP Lord John Brown and head of AAR Stan Polovets.

Already in November 2013, the company announced its interest in the oil and gas assets of the German RWE - Dea company. Only a year and a half later, after struggling with British authorities who were unwilling to approve the deal, Friedman closed the deal to purchase the assets. At the same time, he had to sell shares in fields in the North Sea that are under the jurisdiction of Great Britain. The British government never approved Friedman's work on these projects. Dea, however, still has gas storage capacity in Germany, as well as projects in Norway, Denmark, Algeria, and Libya. In Egypt, after acquiring Dea, Friedman received a joint project with BP (in a ratio of 35% to 65%), but later L1 announced the sale of a stake in this project. Based on Dea, Friedman plans to develop an international oil business: in December 2015, Dea bought E.ON's assets on the Norwegian shelf for $1.6 billion, and also announced plans to operate in Mexico, South America, Iran and Brazil.

Dea L1 spent only a small part of the money received for TNK-BP on the purchase, since it attracted loans. L1 invested about $4.5 billion in the Pamplona funds of Alex Knaster, a former partner of Alfa Group, spent about a billion on the purchase of student dormitories in the UK, and $200 million on the purchase of Uber shares. The rest of the money is managed by a special treasury, the funds are placed on bank deposits and in risk-free securities, said a source close to Alfa.

Newspaper dispute

At the beginning of 2015, Friedman and Sechin, literally two weeks apart, published articles in the Financial Times and presented their vision of the oil market. Their positions were radically different: Sechin followed the concept of “peak production”, and Friedman followed the concept of “peak demand”. Friedman's thoughts on oil were published on January 28, and Sechin's on February 15, leaving readers with the feeling that Sechin had decided to respond to Friedman's article. However, Forbes found out that the Financial Times did not immediately publish Sechin’s article, although it was sent “much in advance” and was initiated, in fact, by the author himself.

Sechin explained the fall in world oil prices by the fact that pricing in the market came under the control of speculators and manipulators. He expressed confidence that the demand for oil in the world is still huge. According to Friedman, prices depend on the players’ perception of the market: previously everyone believed that the world’s oil reserves were insufficient, but now they are switching to new technologies and replacing oil with renewable energy sources. The businessman emphasized that he is “not a professional oilman” and his reasoning is based on the fact that “a person will always find a way to get around an obstacle in his path.”

Sechin promised a slight increase in prices by the end of the year, and a further recovery to $90–110 per barrel, because expensive oil production projects will be frozen during the period of low prices. Friedman is convinced that the world has entered a long period of low oil prices, which will increase the efficiency of companies and reduce the influence of lobbying in the oil sector. According to the businessman, countries with market economies and protected rights to private property are mainly interested in energy innovation. Sechin agrees with him on this: he writes that increased regulation in the market is unnecessary and only “worsens the situation.”

Sechin's perception of the global oil market may have been influenced by Daniel Yergin, author of the famous work Extraction: A World History of the Struggle for Oil, Money and Power. The book was published in Russia twice, the second edition in 2011 with the sponsorship of Rosneft. “For oil workers, the book will help reveal the main processes of the industry, its driving forces, and better predict the future,” Sechin wrote in the preface. However, Ergin's predictions did not come true.

The expert was skeptical about the “shale revolution”, considered oil a product of the future and expected a long period of high oil prices. This directly echoes Sechin’s article, where he writes that “the world needs oil.” As Kommersant wrote, Sechin read Ergin’s book in 2004 and “recounted the stories described in it with enthusiasm.” He then met the author and engaged him as a consultant for the government and Rosneft. “I think that Ergin, consciously or unconsciously, misled Sechin with his theory about peak production, and now we have what we have: Rosneft with debts against the backdrop of low prices,” says one of Forbes’ interlocutors. A source in Rosneft does not agree with the complete coincidence of the views of Sechin and Ergin. “Ergin’s position is, of course, tailored to the United States and its interests in the oil market, while Sechin’s is tailored to Russia and its interests,” he notes.

Did Friedman foresee that oil prices would fall so much when he sold TNK-BP? Hardly. Several of his acquaintances say that he did not want to sell the company. But, as they say, the strongest are lucky.

State-owned Rosneft today announced the completion of the project announced in October 2012. transactions to purchase from the British BP and the Russian consortium AAR the TNK-BP company, the third largest producer in Russia. The deal, which BP CEO Robert Dudley described as “an interesting adventure,” was closed earlier than expected: it was originally planned to be completed before the end of the first half of this year. Rosneft paid for its purchase primarily with borrowed money, which it had previously managed to attract on favorable terms, and shares, as a result of which BP increased its stake in the Russian oil company to 19.75%. Experts call the deal brilliant for Rosneft and one of the best in the history of the Russian oil sector. They assess the growth potential of Rosneft's capitalization as very high, emphasizing that the level of corporate governance in it can improve with an increase in the share of British BP in the Russian oil company...

The results of the deal...

Unofficial information that the deal could be closed today appeared this morning. As a result, as Rosneft reported, the share repurchase was completed at 15:53 Moscow time. The deal was carried out simultaneously in several places on Earth (Caribbean Islands, Cyprus, Europe), including offshore zones. Control over the TNK-BP company was completely transferred to Rosneft.

Rosneft paid $27.73 billion to the Russian shareholders of TNK-BP, which owned 50% of the company - the consortium of Alfa Group, Access Industries and Renova Group (AAR). AAR co-owner Mikhail Fridman has already reported that most of this money will remain in Russia. At the same time, Stan Polovets, chief managing director of AAR, noted that “the deal to sell a stake in TNK-BP opens up opportunities for participation in new large-scale projects in the Russian Federation and abroad.”

As for BP, the former owner of the remaining 50% of the Russian-British joint venture, it received 12.84% of Rosneft shares and $16.65 billion in cash (including dividends of $0.71 billion received by BP in December 2012, the total amount reached the previously agreed upon - $17.12 billion). At the same time, BP allocated $4.87 billion to purchase a 5.66% stake in Rosneft from Rosneftegaz OJSC. As a result of all these transactions, BP received $12.48 billion and, taking into account the 1.25% of Rosneft shares it already owned, BP became the owner of 19.75% of the shares of OJSC NK Rosneft.

It also became known that the head of R. Dudley joined the TNK-BP integration committee, headed by the president of the Russian state oil company Igor Sechin. As previously reported, according to the order of the Russian government, R. Dudley was also nominated to the board of directors of Rosneft as a representative of the state...

Rosneft President Igor Sechin will personally take charge of the management of TNK-BP, Interfax reports. He himself answered a question from journalists about this. “This is not an M&A deal, this is the world's largest economic acquisition deal. “Whoever bought it is the one who manages,” commented Igor Sechin...

A wall behind Rosneft...

In turn, R. Dudley expressed the opinion that today has become “historic for BP in Russia.” He emphasized that BP has been operating in the Russian Federation for more than twenty years, and over the past ten years has been the largest foreign investor in Russia through its participation in TNK-BP. “We are committed to building on this success with today’s transaction, which increases our stake in Rosneft and provides us with an excellent opportunity to build new partnerships with Russia’s largest oil company,” said R. Dudley.

We also note that I. Sechin and R. Dudley took part in a meeting with Russian President Vladimir Putin, who congratulated the participants in the deal on its completion and wished them success. “The deal was large, complex, multifaceted, very large in scope. This, as I understand it, is the largest direct purchase and sale transaction in the global economy today,” V. Putin noted. He called BP's acquisition of Rosneft shares "a very important step in the privatization of state property."

R. Dudley, responding to V. Putin, noted that the sale of a stake in TNK-BP was “a very interesting adventure.” “We really enjoyed it and had a great time working with Igor Ivanovich (Sechin) and the entire Rosneft team,” emphasized R. Dudley. “We are very glad that we will become the second largest shareholder of Rosneft, we are very supportive, we stand behind this company, we came seriously and for a long time, and if suddenly any rumors circulate that we want to sell shares, - “Don’t believe these rumors, please,” the head of BP assured the Russian president.

Skydiving...

Immediately after the announcement that the sale of TNK-BP was completed, a number of key top managers announced their departure from the company. In particular, its former co-owners German Khan and Viktor Vekselberg left the company. TNK-BP Chief Financial Officer Jonathan Muir and Executive Vice President Mikhail Slobodin also announced their dismissal from TNK-BP. Previously, unofficial information appeared that the top management of TNK-BP, in case of dismissal, would receive “golden parachutes” in the amount of two annual salaries, but so far neither Rosneft, nor AAR, nor TNK-BP have officially commented on this.

Cheap buy...

Speaking about the terms of the deal to purchase TNK-BP, FG BCS analyst Vladislav Metnev expressed to RBC the opinion that “this is one of the best deals in the history of the Russian oil sector.” Rosneft successfully took advantage of the situation of conflict between shareholders and was able to offer a reasonable way out of the conflict situation for both AAR and BP. In turn, the structure of the deal helped BP maintain its presence in Russia, and AAR helped monetize this asset,” points out V. Metnev. Veles Capital analyst Vasily Tanurkov calls the deal “very, very profitable” for Rosneft. Rosneft bought TNK-BP with borrowed money, and very cheaply - we are talking about 3.25-3.5%. TNK-BP brings, roughly speaking, about $7-8 billion in profit per year, and they paid $56 billion for it. That is, relatively speaking, it turns out that we took the money at 3.5% and placed it at a 12-15% yield.” ,” points out V. Tanurkov.

He emphasizes that TNK-BP is one of the most efficient among Russian oil producing companies. “Its profitability has historically been at the highest levels for the industry, and production growth has continued quite well. In fact, the investment turns out to be simply brilliant,” the expert concludes.

Prospects...

According to V. Tanurkov, “from the point of view of the investment attractiveness of Rosneft for foreigners, the fact that BP has become one of the largest shareholders plays a very positive role.” “Still, the main stake belongs to the state, but since the gradual privatization of Rosneft is planned, in the future, apparently, it may turn out that BP will generally be the largest shareholder. This naturally attracts foreigners,” says V. Tanurkov. V. Metnev believes that an increase in BP’s share could lead to an increase in the level of corporate governance in Rosneft, “at least at the level of making major decisions regarding investment programs, regarding the company’s development strategy.” Regarding the possibility of further increasing BP's stake in Rosneft, he believes that “BP would like to receive a blocking stake, but it does not seem that this is one of the desired scenarios of the main shareholder of Rosneft, represented by Rosneftegaz, by the Russian authorities.” Uralsib Capital analyst Alexey Kokin believes that BP will likely receive two seats on the Rosneft board of directors. The expert also hopes that thanks to BP, Rosneft will “finally have a development strategy.” The analyst notes that by the end of the year the company may formulate its strategy together with BP.

Director of the analytical department of Alpari, Alexander Razuvaev, emphasizes that the united company will produce about 4 million barrels. per day, reserves will amount to 28 billion barrels, estimated sales volume - $160 billion, EBITDA - $32.9 billion. At the same time, I. Sechin, at a meeting with V. Putin, expressed his assessment of the prospects of the united company. “According to updated data, production in 2013 will amount to over 206 million tons of oil, gas production volumes - 47 billion cubic meters. m, processing - 95 million tons. Revenue will be 4.9 trillion rubles. (about $160 billion - RBC),” said the head of Rosneft. He estimated the possible synergistic effect from the merger of companies in the amount of up to $10 billion.

V. Tanurkov from Veles Capital finds it difficult to estimate the size of the possible synergistic effect, recalling that earlier estimates were made at the level of $3-5 billion. However, he is confident that the effect will be “very significant.” “It is clear that it will be at least due to transport and administrative costs,” the analyst points out.

At the same time, both V. Tanurkov and A. Razuvaev compare Rosneft, which has “grown up” after the purchase of TNK-BP, with Gazprom. “The new Rosneft is becoming very similar to Gazprom. The only exception is that the transportation of raw materials in Russia is still separated from production, which, from our point of view, is more correct,” points out A. Razuvaev. In his opinion, Transneft must be left independent. “The merger of two state companies (Rosneft and Transneft), from our point of view, is a very bad idea. At the same time, Rosneft is a much more transparent and efficient company than Gazprom, which means it deserves a premium in evaluation,” said A. Razuvaev.

AForex expert Narek Avakyan emphasizes that the deal will open up new opportunities for Rosneft to develop international business, since TNK-BP previously had experience in implementing international projects (in particular in the Middle East) and Rosneft’s portfolio of international orders in connection with this it can be significantly replenished. “However, every coin also has a flip side - an even greater strengthening of the oil and gas industry in Russia will increase the dependence of the federal budget on external market conditions for oil prices. Therefore, it would also not be entirely correct to judge this deal solely from an optimistic point of view,” the expert believes.

Speaking about the prospects for possible further expansion of Rosneft, A. Razuvaev from Alpari points out that “Surgutneftegaz could be its next target.” “The deal could take place in the fall and will definitely be in the interests of Rosneft and the state,” the analyst predicts.

Return to the Arctic...

In addition, V. Tanurkov from Veles-Capital and V. Metnev from BCS are unanimous in their expectations that after the TNK-BP deal, Rosneft and BP can return to plans for cooperation in the development of the Arctic shelf. Previously, the companies planned to create an alliance for these purposes, but the plans were upset due to the opposition of the Russian shareholders of TNK-BP, who insisted that BP in Russia should be with the Russian-British joint venture. They managed to defend their position in court, and now the obstacles to cooperation between Rosneft and BP in the Arctic have disappeared. True, over the past time, Rosneft has managed to conclude agreements on cooperation on the Arctic shelf with the American Exxon...

http://quote.rbc.ru/

Unofficial information that the deal could be closed on March 21 appeared in the morning. As a result, as Rosneft reported, the repurchase of shares was completed at 15:53 Moscow time. The transaction was carried out simultaneously in several places on Earth (Caribbean Islands, Cyprus, Europe), including in offshore zones. Control over the TNK-BP company was completely transferred to Rosneft.

Rosneft paid $27.73 billion to the Russian shareholders of TNK-BP, which owned 50% of the company - the consortium of Alfa Group, Access Industries and Renova Group (AAR). The co-owner of AAR has already announced that most of this money will remain in At the same time, Stan Polovets, chief managing director of AAR, noted that “the deal to sell a stake in TNK-BP opens up opportunities for participation in new large-scale projects in the Russian Federation and abroad.”

As for BP, the former owner of the remaining 50% of the Russian-British joint venture, it received 12.84% of Rosneft shares and $16.65 billion in cash (including dividends of $0.71 billion received by BP in December 2012, the total amount reached the previously agreed amount - $17.12 billion). At the same time, BP allocated $4.87 billion to purchase a 5.66% stake in Rosneft from Rosneftegaz OJSC. As a result of all these transactions, BP received $12.48 billion and, taking into account the 1.25% of Rosneft shares it already owned, BP became the owner of 19.75% of the shares of Rosneft Oil Company OJSC.

It also became known that the head of R. Dudley joined the TNK-BP integration committee, headed by the president of the Russian state-owned oil company. As previously reported, according to the order of the Russian government, R. Dudley was also nominated to the board of directors of Rosneft as a representative of the state.

A wall behind Rosneft

Commenting on the deal, I. Sechin emphasized that he “welcomes BP as a shareholder of Rosneft, which, through representation on the board of directors, will participate in shaping the company’s strategy.” “We hope that BP’s extensive experience will allow us to maximize the synergistic effect in a number of areas during integration,” I. Sechin said. He expressed his conviction that the transition to a new level of relations will bring benefits not only to Rosneft and its shareholders, but also to the Russian oil industry as a whole. Thus, according to I. Sechin, after the purchase of TNK-BP, Rosneft intends to strengthen the geological exploration and production block. “We are strengthening the exploration and production block. The company’s chief geologist is appearing for the first time,” he told reporters.

In turn, R. Dudley expressed the opinion that today has become “historic for BP in Russia.” He emphasized that BP has been operating in the Russian Federation for more than twenty years, and over the past ten years has been the largest foreign investor in Russia through its participation in TNK-BP. “We are committed to building on this success with today’s transaction, which increases our stake in Rosneft and gives us an excellent opportunity to build new partnerships with Russia’s largest oil company,” said R. Dudley.

We also note that I. Sechin and R. Dudley took part in a meeting with the President of the Russian Federation, who congratulated the participants in the deal on its completion and wished them success. “The transaction was large, complex, multifaceted, very large in volume. This, as I understand it, is the largest direct purchase and sale transaction in the world economy today,” V. Putin noted. He called BP's acquisition of Rosneft shares "a very important step in the privatization of state property."

R. Dudley, responding to V. Putin, noted that the sale of a stake in TNK-BP was “a very interesting adventure.” “We really liked it, and it was very good for us to work with Igor Ivanovich (Sechin. - RBC note) and with the entire Rosneft team,” emphasized R. Dudley. “We are very pleased that we will become the second largest shareholder of Rosneft.” , we are very supportive, we stand behind this company, we are here for the long haul, and if suddenly any rumors circulate that we want to sell shares, please do not believe these rumors,” the head of BP assured the Russian president .

A lot of work was done to successfully complete this transaction. As a result, a whole team of managers led by I. Sechin managed to carry out one of the most elegant transactions of our time - a one-time buyout of 100% of the shares of TNK-BP.

Skydiving

Immediately after the announcement that the sale of TNK-BP was completed, a number of key top managers announced their departure from the company. In particular, its former co-owners German Khan and. TNK-BP Chief Financial Officer Jonathan Muir and Executive Vice President Mikhail Slobodin also announced their dismissal from TNK-BP. Previously, unofficial information appeared that the top management of TNK-BP, in case of dismissal, would receive “golden parachutes” in the amount of two annual salaries, but so far neither Rosneft, nor AAR, nor TNK-BP have officially commented on this.

Cheap buy

Speaking about the terms of the deal to purchase TNK-BP, FG BCS analyst Vladislav Metnev expressed to RBC the opinion that “this is one of the best deals in the history of the Russian oil sector.” Rosneft successfully took advantage of the situation of conflict between shareholders and was able to offer a reasonable way out of the conflict situation for both AAR and BP. In turn, the structure of the deal helped BP maintain its presence in Russia, and AAR helped monetize this asset," points out V. Metnev. Veles Capital analyst Vasily Tanurkov calls the deal "very, very profitable" for Rosneft. "Rosneft "bought TNK-BP with borrowed money, and very cheaply - we are talking about about 3.25-3.5%. TNK-BP brings, roughly speaking, about 7-8 billion dollars in profit per year, and they paid 56 billion for it dollars. That is, relatively speaking, it turns out that we took the money at 3.5% and placed it at a 12-15% yield,” points out V. Tanurkov.

He emphasizes that TNK-BP is one of the most efficient among Russian oil producing companies. “Her profitability has historically been at the maximum levels for the industry, production growth has continued quite well. In fact, the investment is simply brilliant,” the expert concludes.

Prospects

Regarding the possibility of further increasing BP's stake in Rosneft, he believes that "BP would like to receive a blocking stake, but it does not seem that this is one of the desired scenarios of the main shareholder of Rosneft, represented by Rosneftegaz, by the Russian authorities." Uralsib Capital analyst Alexey Kokin believes that BP will likely receive two seats on the Rosneft board of directors. The expert also hopes that thanks to BP, Rosneft will “finally have a development strategy.” The analyst notes that by the end of the year the company may formulate its strategy together with BP.

Director of the analytical department of Alpari, Alexander Razuvaev, emphasizes that the united company will produce about 4 million barrels. per day, reserves will amount to 28 billion barrels, estimated sales volume - $160 billion, EBITDA - $32.9 billion. At the same time, I. Sechin, at a meeting with V. Putin, expressed his assessment of the prospects of the united company. “According to updated data, production in 2013 will amount to over 206 million tons of oil, gas production volumes - 47 billion cubic meters, refining - 95 million tons. Revenue will be 4.9 trillion rubles (about 160 billion dollars - Note. RBC ),” said the head of Rosneft. He estimated the possible synergistic effect from the merger of companies in the amount of up to $10 billion.

At the same time, both V. Tanurkov and A. Razuvaev compare Rosneft, which has “grown up” after the purchase of TNK-BP, with Gazprom. “The new Rosneft is becoming very similar to . The only exception is that the transportation of raw materials in Russia is still separated from production, which, from our point of view, is more correct,” A. Razuvaev points out. In his opinion, " " should be left independent. “The merger of two state-owned companies (Rosneft and Transneft), from our point of view, is a very bad idea. At the same time, Rosneft is a much more transparent and efficient company than Gazprom, which means it deserves a premium in valuation,” believes A. Razuvaev.

AForex expert Narek Avakyan emphasizes that the deal will open up new opportunities for Rosneft to develop international business, since TNK-BP previously had experience in implementing international projects (in particular in the Middle East) and Rosneft’s portfolio of international orders in connection with this it can be significantly replenished. “However, every coin has a flip side - an even greater strengthening of the oil and gas industry in Russia will increase the dependence of the federal budget on external market conditions for oil prices. Therefore, judging this deal solely from an optimistic point of view would also not be entirely correct,” the expert believes .

Speaking about the prospects for possible further expansion of Rosneft, A. Razuvaev from Alpari points out that “its next target could be. “The deal could take place in the fall and will definitely be in the interests of Rosneft and the state,” the analyst predicts.

Return to the Arctic

And finally I will say

The experts were not mistaken in their forecasts: during a press conference on the evening of March 21, I. Sechin announced that Rosneft and its British partner British Petroleum (BP) intend to jointly develop fields on the Arctic shelf of the Russian Federation.

I. Sechin noted that Rosneft has licenses to carry out work at 41 offshore fields. In this regard, BP was asked to choose the most optimal project.

The president of the Russian company also noted that in the near future, Rosneft intends to focus on the geological exploration and production block and introduce the position of chief geologist in the company. I. Sechin added that Rosneft intends to form a new division that will develop the company’s gas business.

The head of the Russian company also shed light on issues of operational management. According to I. Sechin, there is no question of a manager regarding the terms of the purchase. “As sad as it may be for some, the nature of an acquisition transaction differs from a merger-acquisition transaction, because when a merger-acquisition takes place, management is combined, they agree on who is responsible for what, who receives what competence,” added I. Sechin . He noted that Rosneft will take into account the need to develop a new asset, and everyone who wants to work “will continue to work.” I. Sechin added that BP will be able to nominate a second candidate for a seat on the board of directors in the summer, after the annual meeting of shareholders.

“In accordance with corporate procedures, Verkhovna Rada will have the opportunity to nominate its candidates. I think this will happen sometime in the summer after the meeting, in accordance with the law on joint stock companies,” said I. Sechin. The annual meeting of shareholders of the state corporation will be held on June 20 in St. Petersburg.

Rosneft on Thursday officially announced that it had consolidated 100% of TNK-BP, acquiring two 50% stakes in the company from BP and AAR in independent transactions, and thus became the world's largest public oil and gas company in terms of hydrocarbon production and reserves. . At the same time, BP, as expected, became the owner of 19.75% of the shares of Rosneft itself.

Rosneft on Thursday closed the deal to acquire BP's 50 percent stake in TNK-BP for $16.65 billion in cash and 12.84 percent of its own shares. Separately, BP acquired a 5.66% stake in Rosneft for $4.87 billion in a deal with the shareholder of the Russian oil company, the state-owned Rosneftegaz OJSC.

As noted in a Rosneft press release, as a result of these transactions, BP received $12.48 billion in cash (including dividends in the amount of $0.71 billion received in December 2012 from TNK-BP). In addition, the British company became the owner of 19.75% of Rosneft shares (including BP's 1.25% stake in the state-owned company).

Also on Thursday, Rosneft completed the acquisition of the AAR consortium's stake in TNK-BP for $27.73 billion in cash.

“... the amounts for the acquisition of shares in TNK-BP from BP and AAR are calculated based on the conditions for the formation of the purchase price provided for in the relevant sale and purchase agreements,” Rosneft notes in a statement.

It is also emphasized that Rosneft “consolidated 100% of TNK-BP and became the world’s largest public oil and gas company in terms of hydrocarbon production and reserves.”

Another message from the Rosneft press service (also published on Thursday) separately comments on future cooperation with BP. It is emphasized that the two companies will begin joint work on the integration of Rosneft and TNK-BP and will at the same time apply “the best business and technological approaches in the world.”

The President of the BP Group of Companies, Robert Dudley, joined the TNK-BP Integration Committee, which is headed by the Chairman of the Board of Rosneft, Igor Sechin, and was also nominated to the Board of Directors of the largest Russian oil company.

In addition, it is reported that Rosneft and BP plan to “consider the possibilities of joint work on individual projects both in Russia and in other countries of the world.”

“We welcome BP as the largest shareholder of Rosneft, which, through representation on the board of directors, will participate in shaping the company’s strategy,” Igor Sechin commented on the deal with BP (his words are quoted in the press release). At the same time, the head of the company expressed hope that BP’s experience will allow Rosneft to “maximize the synergistic effect in a number of areas during integration.”

I. Sechin also noted that the deal with BP is “part of Rosneft’s current strategy to develop cooperation with major international companies.” In his opinion, the transition of relations with the British corporation “to a new level” “will bring benefits not only to Rosneft and its shareholders, but also to the Russian oil industry as a whole.”

Robert Dudley called the closing day of the deal with Rosneft “historic” for BP in Russia. "...over the past ten years we have been the largest foreign investor in Russia through our participation in TNK-BP. We aim to build on this success with today's transaction<...>"- noted, in particular, the British top manager.

According to R. Dudley, BP will help Rosneft realize the synergistic effect from the purchase of TNK-BP, as well as increase production and hydrocarbon reserves, including through unconventional resources - “as it (Rosneft - ed. ) strengthens its position among the world's leading energy companies."

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