How the acquisition of “Rolf” will change the balance of power in the author

The purchase of the car dealer company “Rolf” by Sergei Petrov by the holding “Klyuchaut” from the Krasnodar Territory is the largest M u0026 A deal in the history of the national authority. In fact, the owners of “Key” will be the first and fourth players in the market.

On December 13, Alfa-Bank announced that Rolf and its subsidiaries would be consolidated within the framework of the joint SBSV-Klyuchauta group. The bank was a financial advisor and partially financed the purchase. It is noted that Rolf’s current contracts with automakers will be maintained, the company will fully fulfill its current obligations to suppliers, customers and creditors.

The value of the deal was determined on the basis of the market multiplier to EBITDA, including historical and forecast indicators with the planned growth, explained to “Vedomosti” a representative of “Rolf”. The group’s EBITDA in the first half of 2021 increased almost four times to 14.5 billion rubles. The final price is subject to a number of agreed adjustments to the actual values ​​of Rolf’s positions on net debt and working capital, the interlocutor added.

The deal will be financed by the company’s own funds and a long-term loan from Alfa Bank, the credit organization said. The bank has entered into an agreement with Klyuchauta to provide a long-term loan in the form of a syndicated loan in Russian law to finance the deal and refinance part of the current financial obligations of the combined company. The amount of the transaction is not disclosed. On December 13, the parties signed legally binding documents. The deal is expected to close in the first quarter of 2022.

Prior to the deal, which operates mainly in the regions of “Key” in terms of turnover almost 2.5 times inferior to “Rolf”, according to “Avtobiznesrev”. Revenue of Klyuchauta Group of Companies for the first half of 2021 increased by 52% to 69 billion rubles. Rolf’s IFRS revenue almost doubled to 167 billion rubles during this period, and its net profit rose nine times to 9.9 billion rubles. The amount of net debt decreased by 21% to 167 billion rubles. The ratio of net debt to EBITDA on June 30 fell to 0, 63 against 2, 64 years earlier, the company said.

In “Key”, according to its own data, 108 dealerships in 15 regions. Rolf has 59 dealerships in Moscow and St. Petersburg. In the first half of the year, Rolf sold 40,144 new cars and 42,931 used cars, which is 29% and 73% more than in the first half of 2020, respectively.

The new owner of Rolf, Klyuchauta, is owned by the family of businessman Viktor Sergeyev and his partners, according to SPARK-Interfax. Sergeyev himself owns 23% of the group, 10% of his son Anton, 7% – his wife Lydia. Another 30% – in Vera Barinova, 15, 5% – in Yuri Storozhov and the remaining 14, 5% – in Vera Krasova.

Sergei Burgazliev, an independent consultant in the automotive industry, assesses Rolf’s performance as good and believes that the group has enough funds to service its debt. Most likely, the parties will simply partially close the debts of Rolf and Klyuchaut to the banks with this deal and it will be an even bigger asset in the Russian car market, the analyst notes. The amount of the deal, taking into account the value of Rolf’s dealerships, the company’s short-term and long-term liabilities, as well as the discount due to the Prosecutor General’s Office’s claims against the dealership, could reach 35-50 billion rubles, Burgazliev told Vedomosti. But the purchase has yet to be approved by the FAS, said a representative of “Rolf”.

The deal will allow the combined company to increase business sustainability and diversify its sales geography with significant expansion of regions of presence and strengthening of business in Moscow and St. Petersburg, the car dealership said. Now “Key” has only 14 salons in Moscow, the Moscow region and St. Petersburg, while “Rolf” focuses exclusively on these regions. “We strive to maintain the Rolf brand in Moscow and St. Petersburg, as well as the experience and human capital of the dealer at all levels and are confident in the successful further development of the combined company,” said CEO and co-owner of Klyuchauta Viktor Sergeev ( his words are given in the company message).

The strategy of further development involves the implementation of best practices of corporate governance and the IPO of the combined company within three years from the date of closing the deal, the company said in a statement. Earlier in December, Rolf CEO Svetlana Vinogradova told Bloomberg that Rolf was considering an IPO in the second half of 2022. ., Assessed for Forbes founder of “Rolf” Sergei Petrov. In his opinion, this is a good starting point for an IPO.

The criminal case against Petrov, Anatoly Kair, director of Rolf’s business development department, Tatiana Lukavetskaya, former general director of the dealership holding, and Georgy Kafkali, head of the Rolf-controlled Cypriot Panabel Limited, aggravates Rolf’s situation. It is connected with suspicions of withdrawal of the company’s funds abroad. According to the investigation, managers in 2014 illegally transferred Panabel Limited 4 billion rubles. under the guise of a sale of shares of another company, which is part of the perimeter of the holding – “Rolf Estate”. But the value of the asset, according to investigators, was repeatedly inflated and the real value of the shares did not exceed 200 million rubles. Petrov objected, insisting on an adequate share price.

As part of this case, the Prosecutor General’s Office filed a lawsuit in the Khimki district court to recover from the dealer holding and its main owner 1285 billion rubles. At the same time, the court took precautionary measures in the form of seizure of Rolf’s property within the amount of the claims. The blocking of funds caused a restriction in the purchase of “Rolf” used cars from the market, wrote RBC with reference to Vinogradov. The volume of claims of the Prosecutor General’s Office is more than the rest of the funds at the end of the first half of the year on the accounts of “Rolf”, which reached 11.16 billion rubles. But a source close to the company told Vedomosti that the dealer still has large unspent limits on existing credit lines, which can be used to replenish working capital.

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