Mezhprombank did not get away

The creditors of Mezhprombank (MPB) are less and less likely to regain their funds. The bank owes over 80 billion roubles to them, and risks losing one of its last real assets – 13% of the shares of Sukhoy Research and Construction Bureau, which are pledged for non-paid credits. The cause is trivial: the company simply ceased existing by the moment the court ruled to charge the pledge.

As Maya Chudutova, partner of the company “Yakovlev and Partners”, told “Kommersant”, the ruling by the Ninth Arbitration Court of Appeal to charge the 13% stock of shares of Sukhoy Bureau entered into force back on December 4 of the last year, but the MPB has not yet been able to execute the court act. “Yakovlev and Partners” represents in court the interests of the Deposits’ Insurance Agency (DIA), which is the trustee in bankruptcy of the MPB. According to M.Chudutova, the writ of execution was obtained on December 27 of 2012, after which the executor, according to the existing procedure, should have put the pledge up for auction (that usually takes at least one month and a half). But in mid-January it was suddenly discovered that nothing was actually available for auctioning. Sukhoy OJSC informed on its website on January 14 that the Sukhoy Bureau had simply ceased existing as a result of a reorganization and incorporation into the OJSC.

13,78% of the shares of Sukhoy Bureau were pledged for three corporate credits for a total amount of 100 million USD, given by the MPB in March of 2010, which was never repaid. A third party – the “Supreme” company – was the pledger.

After the Sukhoy Bureau was reorganized, the bank’s perspectives to charge the pledge no longer seem so obvious, says M.Chudutova. It is that the Bureau’s shares should have converted to the shares of Sukhoy OJSC during reorganization. She explains: “Thus the identification indicators of the pledged object were changed”. According to her, the DIA’s next step will be resorting to courts for explanations on the way to execute the charge of the pledge. Should the shares of Sukhoy OJSC be pledged to the MPB, the bank might receive 1,2% of those securities. The “Supreme” company could receive such amount of shares of the “bigger” Sukhoy for its shares of Sukhoy Bureau according to the conversion terms, “Kommersant” calculates.

The reorganization of the Bureau in the form of its incorporation into the OJSC was not what surprised the MPB (significant facts of such intentions of Sukhoy were disclosed last August and September), it was the speed of the process. According to M.Chudutova, nobody informed the bank to that regard. Moreover, she believes that, procrastinating on the court’s ruling to charge the pledge, the respondents were aware of the date of completion of the Sukhoy Bureau reorganization. The court first ruled to charge the pledged shares on September 3 of 2012. The shares were evaluated at 1,3 billion roubles during a court expert’s study, and the court ordered to sell them at that price. But the non-paying borrowers and the pledgor thought that the evaluation had been too low and contested it in October. This did not help them to raise the estimated price of the pledge (the court discounted it by 20% to 1,05 billion roubles), but delayed the making of the ruling on the case by several more months.

Advocate Arthur Rokhlin, Partner of the Law Firm "YUST", says: “Neither the bank nor the agency owns the shares, so Sukhoy Bureau is not obliged to officially inform them of the details of the reorganization”. However, the lawyers believe that the pledger company could actually resort to such opportunity. The “Supreme” company may be related to the structures of the United Industrial Corporation (UIC) of the former Senator Sergey Pugachev, of which the MBP was also a member. At least, the stock of shares of the Bureau, which “Supreme” pledged, is identical in size to the stock of shares of the Bureau, the purchase of which was officially communicated several years ago by UIC at its website (13,78%). As practice of the other court disputes of charging property pledged by the UIC structures, said pledgors are not inclined to surrender the property without a fight. For example, it took the Central Bank over a year to obtain the property pledged by the UIC structures to the CB for credits received by the MPB from the regulator.

In such conditions, the lawyers believe that the respondents might file a new claim to terminate the pledge in connection with the conversion of the shares of Sukhoy Bureau. <…> The lawyers do not venture to prognosticate the outcome of such process. <…>

Meanwhile the MPB has hardly any real assets left, which may be soon claimed by creditors. <…> The MPB still owes its creditors over 80 billion roubles, and the sale of the Sukhoy shares would not do much to remedy the situation. But it could almost double the MPB’s bankrupt estate. As the DIA representatives explained before, only just over 3 billion roubles were put in the bankrupt estate in over two years since the ruling of the bank bankrupt. Approximately one half of that amount is supposed to be payable to the creditors.

Kommersant newspaper, 05.03.2013

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