War between Potanin and Deripaska: One gets Nornickel, while the other – Nastya Rybka only
Oligarch Oleg Deripaska is in distress. Since the beginning of the year, he has been dogged by misfortunes: a sex scandal, sanctions, ongoing standoff with Vladimir Potanin for Nornickel... In fact, these perils may be not coincidental – but interrelated and pretty logical.
The sanctions imposed by the USA on Russian oligarchs and major companies on April 6, 2018 have delivered a strong blow to Oleg Deripaska, owner of RUSAL aluminum holding. On the very first day of trades, the company shares have fallen down in value by 40% on the Stock Exchange of Hong Kong, while his personal value decreased by $1.3 billion. One of the largest aluminum producers in the world has even warned about its possible technical default.
Then foreign buyers of aluminum produced by RUSAL started announcing force majeure events under their contracts, brokers stopped trading company’s shares and eurobonds, while foreign directors resigned from the UC RUSAL Board of Directors.
The sanctions have also affected other assets of Deripaska – shares of Nornickel Metals and Mining Company have lost 14.6% in value on April 9, 2018. According to Vladimir Potanin, President and largest shareholder of Nornickel, although the company wasn’t slapped with American sanctions, it has still encountered the “adverse wind”, while “the investors are displeased when the shares drop in price”.
Potanin, who has been in charge of Nornickel for more than 10 years, has strong reasons to be nervous. First of all, he has lost $2.25 billion because of his ‘partner’. Secondly, a day before the imposition of sanctions, Deripaska has expressed desire to join the Nornickel Board of Directors.
Concurrently, the sanctions targeting the business empire of Deripaska made it possible for Potanin to turn the tide of their long-term confrontation for his benefit. According to him, “it is a good time to strike a balance – what was done and how to develop in the future”.
Oleg Deripaska (born January 2, 1968 in Dzerzhinsk) is a Russian and Cypriot (he has the citizenship of that state) businessman, billionaire, and Chairman of the Board (in 2009–2012, General Director) and sole beneficiary of Basic Element industrial group. He controls En+ holding, RUSAL aluminum holding, GAZ Group, Ingosstrakh, Basel Aero, Kuban Agricultural Holding, and other companies. Last year, Forbes had estimated the wealth of Deripaska at $5.1 billion and ranked him the 23rd richest man of Russia. In 2016, his income was $16.8 billion.
Recently Deripaska has announced his decision not to run for the Board of Directors; later it was reported that the arrangements on the ‘shootout’ procedure enabling Deripaska to buy out the Potanin’s share in Nornickel have been revised.
According to The CrimeRussia source, such an outcome in the confrontation between Deripaska and Potanin was predetermined and the oligarch slapped by the sanctions has no choice but to abandon his claims for Nornickel in the future.
Battle for metal
The struggle between Vladimir Potanin and other contenders for Nornickel has begun back in 2007, after the distribution of assets earlier belonging to Interros holding, including the control block of shares of the aluminum giant.
On January 31, Vladimir Potanin and Mikhail Prokhorov, co-owners of the holding, have announced a division of their business worth over $33 billion. Potanin remained the Head of Interros, retained 26% of shares in Nornickel, and got the right to buy out the remaining 26% of shares from Prokhorov. But surprisingly, Prokhorov sold his portfolio (26% plus 1 share) to RUSAL belonging to Oleg Deripaska.
It was clear from the very beginning that the two oligarch can’t manage the company on a parity basis. Deripaska had tried to convince other shareholders of Nornickel to merge with RUSAL. By that time, the company belonging to Deripaska has already become the largest aluminum producer in the world and its merger with Nornickel could create a global player and double the revenues. Potanin, in turn, started merger negotiations with Metalloinvest Management Company belonging to Alisher Usmanov. Of course, Potanin was displeased with the plans of Deripaska. “His (Deripaska’s) desire to increasingly interfere into the company operations is not consistent with the level of intervention I consider acceptable,” – Potanin said at that time.
Oleg Deripaska (on the left) and Vladimir Potanin in 2013. (Photo: Aleksander Miridonov / Kommersant)
Later Potanin had repeatedly attempted to buy the portfolio of Nornickel shares from RUSAL at prices exceeding the market rates – but Deripaska had repeatedly declined his proposals.
In 2010, Deripaska has decided that the chairs in the Nornickel Board of Directors were distributed unfairly – and RUSAL started filing lawsuits against Interros and Nornickel with Russian and international courts – but none of these claims was satisfied or allowed to proceed.
In 2012, the parties have announced a reconciliation and signed a 5-year agreement stipulating restrictions on sales and purchases of Nornickel shares. Another oligarch – Roman Abramovich – was invited as an arbiter; to enable him to perform the new duties, the main shareholders have sold portions of their portfolios to Abramovich (Potanin sold 2.84% of shares, while Deripaska – 2.03%), established a trust fund, and transferred equal parts of their Nornickel portfolios (7.3% each) to it. The parties have also agreed to cease all legal proceedings and elect a new Board of Directors with even representation: four representatives of Interros and two representatives of RUSAL, including Oleg Deripaska himself.
Nornickel operates on the basis of mines developed back in the 1930s and enriching factory producing nickel and copper. In 1995, 51% of Nornickel shares were acquired by ONEXIM Bank controlled by Vladimir Potanin through a loans-for-shares auction and later became assets of his Interros Group of Companies. By the way, Potanin was the inventor of the idea to hold loans-for-shares auctions. At that time, President Boris Yeltsyn considered those a good way to replenish the federal budget. Later Interros has purchased from the state additional 38% of Nornickel shares.
The agreement had also stipulated the possibility to commence the ‘shootout’ procedure enabling one party to offer the other party to buy out its portfolio at a weighted average price for the last six months plus 20%. Within the 90 days, the other party must either sell its shares at such terms, or buy out the portfolio of the other party, or request a higher price for its portfolio. In the latter case, the initiator of the ‘duel’ must either purchase the opponent’s shares or sell its own portfolio. A refusal to accept the ‘shootout’ may be interpreted as a breach of the shareholders’ agreement – and the other party becomes entitled to purchase the defaulter’s portfolio at a symbolic price of $1 per share. Speaking of the ‘shootout’ procedure, Potanin had noted that the shareholders shall use it only in an exceptional situation – e.g. if their negotiations reach a stalemate or one of the co-owners needs to sell the asset on an urgent basis.
Nickel plant in Norilsk (Photo: Andrei Radchenko)
By 2017, Metalloinvest has sold its shares in Nornickel and completely withdrew from the project. In anticipation of the expiry of their 5-year agreement, Potanin has offered a new Nornickel development plan to Deripaska: purchase Baim copper deposit from Abramov and Abramovich and invest some $4.5 billion into a joint with Russian Platinum venture. But Deripaska was interested only in increasing the dividends – at least, to $2.5 billion per year. Later Potanin admitted that Deripaska had considered Nornickel just a funding source for his other projects.
After the expiration of the shareholders' agreement in December 2017, the parties started acting at their own discretion and in according with their own vision of the company development. On February 27, 2018, the High Court of London started examining a lawsuit filed by RUSAL against other co-owners of Nornickel – Crispian belonging to Roman Abramovich and Aleksander Abramov and Whiteleave belonging to Vladimir Potanin. According to the court materials, Potanin had planned to purchase 4% of company’s chares from Abramovich. At that time, the court has blocked the deal, while the parties agreed that Crispian shall sell 4% of Nornickel shares to its major shareholders proportionally to their shares. In mid-March, it became known that Interros has purchased some 2.1% of shares from Crispian, thus, increasing its portfolio to 32.9%. The share of Deripaska remained the same – 27.8%. In addition, Deripaska has announced his readiness to commence the ‘shootout’ procedure.
Business and sex
To get an idea how Potanin solves his business problems bypassing courts and behind-the-scenes agreements, it is necessary to return back to 2007. In the beginning of that year, nothing had meant trouble for one of the Nornickel co-owners – who has announced the sale of his portfolio and withdrawal from the project as early as in late January. What could happen in one month?
Similarly with Potanin, Mikhail Prokhorov has been relaxing in luxury Courchevel ski resort located in the French Alps on a regular basis since the 1990s. Everybody got used to lively parties thrown by the oligarch. But on January 9, 2007, after one of such parties, Prokhorov was awakened by the police. In the course of a large-scale operation carried out in the framework of a prostitution trafficking (!) case, Prokhorov, his assistant Dmitry Shatov, Oleg Baibakov, Vice President of Nornickel, other guests, and numerous young women – 26 persons in total – have been arrested.
Video: Prokhorov on vacation
Despite several nights spent in a Lyon police station, none of the detainees, including Prokhorov, has confessed to any wrongdoing. All the girls had denied prostitution allegations and claimed to be acquaintances of the quests. In the evening of January 12, Prokhorov has been released without any charges; 1.5 year later, the case was dismissed.
The incident could be considered a small trouble or even a curiosity – but something has changed after the return of Prokhorov to Moscow. Vedomosti newspaper reported, citing its well-aware sources, that Potanin welcoming Prokhorov in the Interros office was looking frightened and didn’t react to his friend’s jokes.
The media began actively discussing the incident in the French Alps. Some time later, Potanin started hinting Prokhorov that after such a scandal, he should resign from the post of the General Director of Nornickel. Prokhorov disagreed and refused to step down. According to Potanin, Vladimir Putin was reportedly displeased with that story – so, the resignation allegedly was the best option not only for the company, but for Prokhorov as well.
Prominent political and public figures have joint the ‘pressure campaign’. For instance, ex-Prime Minister Evgeny Primakov, President of the Chamber of Commerce and Industry, said that all major businessmen he had conversations with were outraged (along with himself) because “this affects the image of Russia and turns the society against the business”.
Vladimir Potanin (born January 3, 1961 in Moscow) is a Russian businessman. He is the owner and President of Interros, one of the largest management companies in Russia (owns portfolios of shares in Nornickel, ProfEstate Group, ProfMedia Holding, and Rosa Khutor Company), General Director of Nornickel, and Chairman of the Board of Trustees of the State Hermitage Museum. Last year, Forbes had estimated the wealth of Potanin at $14.3 billion and ranked him the 8th richest man of Russia. In 2015, Potanin had held the top position on the Forbes list.
Potanin had neither commented the situation nor tried to cover up for his partner. In one of the interviews, being asked: “How can our businessmen avoid harassment on the West?”, Potanin responded: “It is necessary to behave decently!”
Ultimately, Prokhorov agreed to the ‘business divorce’, and in late January, the partners announced the division of their joint business – allegedly, due to differences in their vision of its further development.
It is necessary to note that Vladimir Potanin had celebrated his birthday (January 3) on the same resort and departed from it a day before the police operation. Of course, this might be a coincidence. But a few months later – in March 2007 – the French authorities have awarded the Order of the Legion of Honor to Potanin.
Prokhorov understood the trick played with him and accepted the loss of control over Nornickel. However, he was not going to give up and started his own game. Prokhorov had promised Potanin to sell the portfolio to him; concurrently, he has acquired more company’s shares on the market, blocked the Potanin’s control in other joint projects, signed agreements to divide joint companies, etc. Finally, on April 24, 2008, it became known that RUSAL controlled by Basic Element industrial group belonging to Oleg Deripaska has purchased from Mikhail Prokhorov the blocking portfolio of shares in Nornickel.
Potanin receives an order
Revenge is a dish best served cold – the sale of the portfolio to Deripaska has outraged Potanin. In an interview to The Moscow Times, he said that Prokhorov had promised him and Usmanov to sell Nornickel and purchase Polyus Gold – but failed to do so. “A businessman of that level must be consistent and predictable – not be like a showman or Vladimir Zhirinovsky,” – Potanin resented.
Later, in an interview to Vedomosti newspaper in March 2011, he has characterized his new partners in a similar way: “Deripaska allows himself things unacceptable in a genteel world; many other famous businessmen would be shown the door for such things long ago”.
Another round of their conflict was about to reach its peak in late 2017, after the expiration of the settlement agreement. Apparently, Potanin decided to use an old and time-tested technique to strengthen his positions in this dispute. This refers to the high-profile scandal caused by Nastya Rybka.
It is necessary to note that a book by escort girl Anastasia Vashukevich, also known as Nastya Rybka (Nastya Little Fish), entitled “A Diary. How to Seduce a Billionaire or a Clone for an Oligarch” was published back in spring 2017 – and did not cause any sensation. Then, in early summer 2017, photos taken on the yacht of Deripaska have been published on Rybka’s Instagram – and nobody, including the oligarch himself, was really excited about that.
In fall 2017, Life.ru, REN TV Channel, and some other popular media outlets have supposed that the book by Vashukevich describes Oleg Deripaska – but again, this didn’t cause any public stir.
Only on February 8, 2018, in the midst of a new round of negotiations between the oligarchs, a video published by the Anti-corruption Foundation has come as a bombshell.
"To my shy billionaire Ruslan PodKhvost”
To refresh background: Navalny has accused Deripaska of “corruption ties” with Sergei Prikhodko, Deputy Prime Minister of the Russian Federation, who had allegedly spent 3 days on the billionaire’s yacht in 2016. The corruption involved “yacht trips for a top-rank governmental functionary” and payments for a flight to Norway by a private jet and services “rendered by girls from escort agencies”.
However, corruption is an important topic for Navalny, while in negotiations between Potanin and Deripaska, the same arguments could be used as in the story with Prokhorov: allegedly, the top echelons of power were displeased with Deripaska whose behavior turns the society not only against the business – but against the authorities as well. The logic was simple: how can a person unable to ensure his own security manage an entire sector of the Russian economy?
After the publication of the Anti-corruption Foundation, the team of Deripaska has taken urgent measures to restrict the distribution of the video. On the next day, the Ust-Labinsk District Court (the businessman has spent his childhood in that area) has declared the journalistic investigation restricted information. Based on that verdict, the Federal Service for Supervision of Communications, Information Technology, and Mass Media (Roskomnadzor) started demanding the media outlets to remove the video. The journalistic investigation has been included into the registry of prohibited web sites.
Later it became known that Deripaska has filed a lawsuit against Vashukevich for publication of his private photos, information on his private life, and audio records of his conversations on social networks. In addition to suing the girl, the oligarch has threatened Navalny and all the media outlets distributing his personal information with legal action.
Roskomnadzor started blocking the web site of Navalny and promised to block the entire YouTube if it doesn’t remove the video about Deripaska. The state machine may be really swift and efficient if some important person requires this..
Nastya Rybka had been fooling around for some time – by calling the event on the yacht a “gang rape”, addressing Putin, giving numerous interviews, etc. – but finally she has removed all the photos compromising Deripaska from her Instagram page. Later the material was removed from the web site of the Anti-corruption Foundation as well.
Nastya Rybka on the yacht of Deripaska
On February 26, 2018, the Thai police have detained Nastya Rybka together with her sex guru Alex Leslie. She still remains in custody. The Thai authorities have initially charged the suspects with illegal work and later – with rape and group pimping. Should these accusations be proven in court, Nastya Rybka and Alex Leslie may face up to 20 years in a Thai prison.
But does this really help Deripaska in any way? No, unlikely.
Help from abroad
The outcome of the standoff between two oligarchs had initially seemed unpredictable – after all, the current partner of Potanin (who is not an angel himself) is not better than the previous one – but the American sanctions have arrived just in time. Of course, President Donald Trump had his own reasons to impose those – e.g. to protect local producers and increase the aluminum production capacity utilization factor from 43% in 2017 to 80% in accordance with his election program.
However, conspiracy theorists explain the American sanctions by Potanin’s intrigues. For instance, Ortega Telegram Channel has linked together the business interests of the oligarch and decision of the US President.
According to the channel, Peter Goldsmith, former Attorney General for the UK, and Michael Mukasey, former Attorney General of the USA, have played a key role in this entire story. Back in 2008, Mukasey had reportedly suggested to freeze or seize American assets of Russian businessman and prohibit them from using the banking system. In 2009, Mukasey had opposed, together with Condoleezza Rice, former Secretary of State, the issuance of a special American visa to Deripaska. However, the visa has been granted to the businessman in the framework of a special FBI program for assistance in the searches of missing CIA agent Robert Levinson.
Paul Manafort (Photo: Rick Wilking/ REUTERS)
Concurrently, Mukasey is known for his anti-Trump stance shared by his friend Robert Mueller, Special Counsel for the United States Department of Justice and Head of the Special Counsel investigation of Russian interference in the 2016 United States elections. According to Mueller, Deripaska is “a close associate of Vladimir Putin” and has close ties with Paul Manafort, Donald Trump's presidential campaign manager, currently charged with a number of offences.
According to the Telegram channel, by imposing sanctions against Deripaska, Trump is trying to negate accusations brought against him and fend off any pro-Russian allegations.
With regards to the role of Potanin – both Goldsmith and Mukasey are employed with Debevoise & Plimpton LLP, and the owner of Interros is their client. Furthermore, Goldsmith had personally represented the interests of Potanin in the British court in the case pertaining to the sale of Nornickel shares to Abramovich by Prokhorov.
Whether this is the case or not, the current positions of Deripaska are so weak that he should think not about Nornickel shares – but about salvaging his business empire.
The Government, in the person of State Duma Speaker Vyacheslav Volodin, Minister of Finance Anton Siluanov, and Prime Minister Dmitry Medvedev, has promised to provide financial assistance to oligarchs ‘suffering’ from the sanctions. After all, “the US authorities had repeatedly violated the international law and international trade principles”, while “some 170 thousand people are employed with RUSAL, and the government must take this into account”. It is unlikely, however, that the authorities would be willing to provide some $14–15.4 billion required, according to RUSAL estimations dated February 2018, for the acquisition of the Nornickel shares. In September 2017, the net debt of the company was $7.6 billion, while the total indebtedness of En+ Group encompassing the aluminum and power businesses of Deripaska was over $13 billion.
It is also necessary to keep in mind that the governmental assistance may deprive Deripaska of the control over his assets and result in nationalization of his enterprises.
Video: “Please return the pen,” – said Vladimir Putin to Deripaska during the events in Pikalevo
Deripaska used to play an important role in the export of Russian aluminum abroad – his foreign connections were useful for the state and protected him against any problems at home. But now, despite the aluminum price hikes, the country may not export the metal because of Deripaska. Therefore, the most logic step for the government, as the main interesant of foreign trade, is to remove this ‘toxic’ figure. Especially taking that the United States Department of the Treasury has announced its readiness to lift the sanctions should Deripaska step down from the company management. By the way, the aluminum prices started declining after that statement; apparently, the trend would continue pending the reaction of Deripaska.
It became known recently that the head of RUSAL had tried to protect himself against sanctions back in the end of 2017 by transferring the majority of payments and loans of En+ Group from dollars to euros and pounds and replacing American equipment suppliers by European ones – but so far the situation evolves according to the worst-case scenario.
Take, for instance, a seemingly weird statement made recently by Alexander Bastrykin, Chairman of the Investigative Committee of the Russian Federation (ICR).
In his speech to students of the Faculty of Law of the St. Petersburg State University on the next day after the imposition of sanctions, their new professor Bastrykin accused the son of Deripaska of participation in a protest rally organized by Navalny. Allegedly, Deripaska junior was among the young men climbing a street lamp on Pushkinskaya square and yelling: “Off with the corruption!” – although, according to Bastrykin, Deripaska senior himself is a potential suspect in several corruption cases “if we exclude the amnesty”.
Bastrykin also added that, following his instructions, operatives had a talk with the young man – who has already traveled halfway around the world thanks to his father – and found out that he was just bored. He said: “I was everywhere except for Pushkinskaya square alongside the great poet”.
“Who of you is Deripaska’s son?”
Later Anastasia Samorukova, a lawyer for one of the detained participants of the protest rally, has refuted any involvement of Deripaska’s son into the event. Samorukova claims that she knows the three boys taken off the street lamp by the police, and none of them has anything to do with Deripaska or other businessmen. The three minors were initially arrested on March 26, 2017 for refusal to fulfil requests of the police. Then they were arrested again in April 2017 – while giving an interview to a German TV channel and describing their first arrest – for disturbance of public meetings.
Banker Vladimir Antonov, who was recently remanded in custody, has also been linked with Deripaska by the media. According to Vedomosti newspaper, the RUSAL owner was among the clients of Lithuanian Snoras Bank acquired by Antonov in the early 2000s and nationalized in the early 2010s “to prevent its bankruptcy”.
In fact, Antonov has been arrested for swindling with another financial institution. According to the investigation, in 2015, the businessman has embezzled funds from Sovetsky Bank via a dummy company.
By the way, Potanin had hinted of changing game rules even before the American sanctions. In an interview to The Financial Times, he said that “the fate of such a company as Nornickel may not be determined through a shootout”. “This is insulting for people employed there. From the political, economic, and financial point of view. This is an unacceptable way out of the existing situation,” – Potanin has emphasized.
Deripaska may retain the control over RUSAL – at least, as a hired top manager, but his chances to win the battle for Nornickel currently seem negligible.