1 Apr 2010 18:44

RBC signs debt restructuring deal with main lenders

MOSCOW. April 1 (Interfax) - RBC Information Systems has signed an agreement to restructure debt with its main creditors, the company said in a statement.

RBC and RBK Investments (Cyprus) Ltd have executed legally binding settlement agreements with the initiative group of RBC creditors comprising Alfa-Bank, MDM-Bank, Deutsche Bank AG, CLN Recovery Limited and CJSC Gazenergoprombank, the statement says.

The agreement includes the debt restructuring terms agreed by ONEXIM Group and RBC management with the creditors in September 2009.

The creditors will receive new instruments and cash consideration. These new instruments will include loan participation notes (LPN), ruble-denominated bonds with parameters identical to LPNs (for those creditors holding RBC debt in the amount of less than $200,000, or creditors facing regulatory restrictions in terms of investments in foreign securities), as well as cash settled options in respect of RBC shares.

"The execution of the agreements became possible after the initiative group and Baker & McKenzie, an international legal firm, representing the interests of RBC creditors, approved the set of documentation related to the new instruments," it says.

RBC expects to complete the restructuring within the next two months with the completion of the following events: execution of analogous agreements with the remaining RBC creditors; issuance of the new instruments for the purposes of settlement with the creditors; consolidation of RBC Group's assets under a new holding company; acquisition of a 51% stake in the new holding company for $80,000,000 by Onexim Group; settlement with creditors via the delivery of cash and new instruments.

The new holding company will become RBC-TV Moscow, which will conclude a loan agreement with EMIS Finance B.V., the issuer of the LPN and warrants. RBC-TV Moscow will also issue ruble bonds totaling 690 million rubles in six issues of 115 million rubles each registered in the regional division of the Federal Financial Markets Service (FFMS) in the Central Federal District.

The effect of the restructuring terms and conditions is that 50% of RBC's existing debt obligations (including accrued coupon and default interest) shall be exchanged into 5-year LPNs with a 7% coupon rate.

"The remaining 50% of RBC's debt shall be exchanged at each creditors' discretion into any combination of the following two options: (1) 8-year LPNs with a 6% coupon rate which includes a conditional put option at 5 years, and (2) cash consideration in the amount of 57% or 40% of face value (subject to the overall combination of options (1) and (2) selected by each creditor)," it says.

"In addition, the creditors shall receive cash consideration in the amount of 10% of 8-year LPNs to be received, as well as cash settled options in respect of 200 or 442 shares in the new holding company (subject to the overall combination of options (1) and (2) selected by each creditor) per each $1,000 of debt principal amount exchanged into LPNs," it says.

Once all the settlements with creditors have been completed, all shareholders in the company will be able to exchange shares in OJSC RBC Information Systems for shares in RBC-TV Moscow, which will be converted into an open joint stock company (OJSC).

The placement of supplementary shares in favor of Onexim will be conducted in mid-May, assuming that agreements with creditors are all signed before the beginning of May and the deal is cleared by the FAS in a timely fashion.

After that the shareholders in the company will receive a 49% stake in the new holding, whose entire debt will have been restructured.

RBC-TV Moscow shares will be listed on the MICEX and RTS exchanges.