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 a 19.75% stake in Rosneft (taking into account the 1.25% stake in the state-owned company already owned by BP).

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 of 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."

March 21, purchasing shares of the Russian consortium AAR and British BP. Rosneft paid $27.73 billion for AAR shares. Rosneft bought BP's share for $16.65 billion and 12.84% of its securities.

To finance the acquisitions, Rosneft attracted loans from foreign banks for $31 billion, entered into pre-export financing deals for $10 billion with oil traders Glencore and Vitol, and also placed bonds for $3 billion, RBC daily reports.

As a result of the signed agreements, the British company BP became the largest private shareholder of Rosneft with a share of 19.75%. According to the head of Rosneft, Igor Sechin, following the signing of the deal, BP, through the board of directors, will participate in shaping the company's strategy.

He also said that the united company would produce 206 million tons of oil and 47 billion cubic meters in 2013. m of gas. This is almost twice as much as the production of its closest competitor, the American ExxonMobil.

The integration process between TNK-BP and Rosneft will take about a year. TNK-BP Chief Financial Officer Jonathan Muir, Executive Vice President Mikhail Slobodin, as well as former co-owners of the company German Khan and Viktor Vekselberg will not work in the new company, RBC reported.

The sale of TNK-BP was the result of a shareholder conflict that had lasted for the past five years. Along with disputes over development strategy, AAR and BP accused each other of violating the shareholders' agreement. After several years of conflict, the British company put its stake up for sale in June last year. AAR immediately showed interest in the stake, but then it became known that Rosneft was also ready to purchase BP shares. AAR was unable to attract a loan to complete the transaction due to exclusive agreements between banks and the state-owned company.

Now, as the London newspaper reports, after BP said “hello” to Rosneft and “bye” to the oligarchs from AAR, one of the co-owners of AAR, Mikhail Fridman, will invest a “significant part” of the funds in the oil and gas industry - $14 billion received by him from the sale of a 25% stake in TNK-BP.

Friedman, according to the publication, plans to establish an investment structure that will invest in oil, gas and telecommunications companies in Russia, North and South America, Asia and Africa.

“Through Alfa Group, his financial and industrial consortium, he will invest funds through offices in London, New York and Moscow,” the British publication reported.

The investment company will “focus on opportunities” in exploration and production, field maintenance and transportation of raw materials, said Stan Polovets, executive director of the Alfa-led consortium of Russian shareholders AAR, which sold a 50% stake in TNK-BP to Rosneft.

This is what I wrote about five years ago in this book: “We should admire the resilience of the proud Britons. They really want to stay on our oil and gas market, they really want to influence it, and through this influence Russia’s foreign policy. But it won't work. The difficulties for TNK-BP did not end there. And sooner or later, the British oil monopoly will be squeezed out of Russia, and its oil assets will be sold to a Russian company. “This is bad for us, bad for the company and, of course, very bad for Russia,” Peter Sutherland, chairman of the board of the British oil giant, assesses the developing events. But the author of this book thinks that, on the contrary, it’s good. Very good. Is control over the main resource of the planet, over the main resource of one’s country in the hands of its government, good or bad? Answer this question yourself."

And finally the British are being squeezed out of TNK-BP. They squeeze it out gently, Putin-style. But persistently and steadily. The private company TNK-BP is being completely bought out from its shareholders by the state company Rosneft.

“Earlier today it became known that the Rosneft oil company is purchasing 100% of TNK-BP shares from the AAR consortium and the British oil company BP. The signing of the corresponding agreement was announced by the head of Rosneft, Igor Sechin. "

Does this mean that control over a large part of our mineral resources is returning to the hands of the Russian state? Yes it is.

Let's understand the confusing scheme of buying and selling oil assets.

First, let's make sure that Rosneft is really a state company.

We go to the company’s website and read:

Share capital structure

Composition of shareholders (shareholders) of OJSC NK Rosneft, owning more than 1% of the Company’s authorized capital as of October 1, 2012.

1. 75,16% belongs to , which is 100% federal property.

2. More 9,53% belongs to LLC RN-Razvitie, which in turn belongs to LLC RN-Trade, whose participants are OJSC NK Rosneft (99.9999%) and LLC Neft-Aktiv (0.0001%), at 100% controlled by OJSC NK Rosneft. That is, Rosneft itself controls the company, which owns 9.53% of its shares. This means that these interests belong to the state.

3. The company itself, OJSC NK Rosneft, has on its balance sheet, that is, it owns 3,04% "yourself."

This is where state participation ends. 10,19% which belong to Sberbank cannot be classified as state assets, since the owners of the controlling stake in Sberbank are. We are also not interested in other individuals and legal entities now.

So: 75.16% + 9.53% +3.04% = 87.73% of Rosneft belongs to the state.

Now let’s look at the conditions under which our British “friends” agreed to give TNK-BP shares to Rosneft.

". Upon completion, BP will receive a package of 18.5% of Rosneft shares and $12.3 billion in cash. Taking into account BP’s already existing 1.25% stake in Rosneft, BP’s share in the share capital of the Russian company will be 19.75%.”

So, in order for the British to lose 50% of the shares of the third largest oil company in Russia, we give them 18.5% of Rosneft.

As a result, control remains completely in the hands of Russia: we will have 69.23%, British Petroleum -19.75%.

Of course, we would like our British partners to have a share in the subsoil of Russia equal to zero point zero. But politics is the art of the possible. Not the art of wishful thinking. The British are being removed from control over the subsoil, giving them only a piece of the oil pie. They are removing it after eight years of FIGHTING with them for it!

(Just type “TNK-BP” and the word “problems” into a search engine and you will read how many difficulties and accidents had to be done to “convince” BP to give up TNK-BP shares).

Now the conclusions that arise from all of the above.

No more privatization of Rosneft should take place. Otherwise, you could lose control of this important company. Talk about privatization, smile, but put it off all the time and never carry it out.
The strategic line of the Russian leadership to gain full sovereignty is complete control over Russian mineral resources. But first - the complete rearmament of the army and navy, the development of a new state patriotic ideology. And only then to the negotiating table with our British “friends” - with new trump cards.
To demand today to “drive the British out of our oil industry with a filthy broom” is a complete lack of an adequate assessment of today’s geopolitical reality. This is the same as demanding from Stalin in August 1939 to send the Third Reich away, instead of signing a Non-Aggression Pact with it. Only “Svanidzes” are capable of this...

While “they” are stronger, we need to negotiate.

This is the main art of a politician and head of state.

Rosneft has entered into agreements with the shareholders of TNK-BP - British BP and the Russian consortium Alfa Access-Renova (AAR) - to buy out 100% of this company, the head of Rosneft said. Igor Sechin at a meeting with the president Vladimir Putin. “At the end of last week and the beginning of this week, we completed the main negotiations, and I can report that an agreement was signed to buy out BP’s share (in TNK-BP) from Rosneft,” he said. “We were actively working with the private shareholder - AAR, and a similar agreement was reached on the principles for acquiring their share,” he said.

The head of Rosneft estimated the cost of the transaction to purchase 100% of TNK-BP at $61 billion. “Taking into account the shares of Rosneftegaz, this transaction will require $61 billion, and it will become the third largest transaction in the world,” Igor Sechin told the country’s president and added that the price of Rosneft shares for the purposes of the transaction was named and approved in the agreement at $8 per share. Vladimir Putin called the price of the deal good. “The price is good, even with a small premium,” he noted.

As noted in a press release from the Russian oil company, in connection with the proposed transaction, BP made an offer to purchase an additional 600 million shares of NK Rosneft, representing a 5.66% stake in Rosneft, from its parent company OJSC Rosneftegaz at a price $8.00 per share. Rosneftegaz can accept this proposal until December 3, 2012. Rosneft and BP have entered into a 90-day period of exclusive negotiations with a view to signing a definitive purchase and sale agreement for TNK-BP. “Signing of the final documentation will be possible after receiving approval for the sale of 600 million ordinary shares of Rosneft by Rosneftegaz from the Russian government, as well as final approval of the transaction with TNK-BP by the boards of directors of Rosneft and BP. In addition, completion of both transactions will be subject to the satisfaction of other conditions, including regulatory and other approvals, and are expected to occur simultaneously in the first half of 2013, the company said.

Upon completion of these transactions, BP will own 19.75% of Rosneft shares, including BP's existing 1.25% stake. According to the legislation of the Russian Federation, this ownership stake will give BP the right to appoint two of the nine members to the board of directors of Rosneft.

Rosneft also agreed on the main terms of the deal with the AAR consortium (Alfa-Access Industries-Renova) to acquire AAR’s 50% stake in TNK-BP for cash in the amount of $28 billion, subject to reaching agreement on binding documents, obtaining corporate and regulatory approvals and fulfillment of certain other conditions. Moreover, the deal with AAR is completely independent from the deal with BP.

Rosneft intends to finance the cash component of the transaction using existing cash on Rosneft's balance sheet and new borrowings.

The purchase of a 50 percent stake in TNK-BP from a British company would have a favorable impact on the activities of Rosneft, according to Investcafe analysts. Gregory Birg And Yulia Voitovich. “Due to the fact that TNK-BP has an extensive package of greenfield projects, Rosneft will be able to significantly increase production growth rates and revenue. In addition, the deal with BP will help strengthen cooperation between the companies, which will also have a positive impact on Rosneft's activities in the future, they say. - Thanks to the purchase of 100% of TNK-BP, Rosneft will own about 40% of all production assets in the Russian Federation. However, there are certain disadvantages to buying out all of TNK-BP for Rosneft. Let us recall that to finance the purchase of a 50% stake in TNK-BP, Rosneft planned to raise about $15 billion from the debt markets. The purchase of 100% of TNK-BP shares will require Rosneft to attract additional financing. This will significantly increase the debt burden and thus may lead to a revision of Rosneft’s debt rating.”

Analysts say such a large-scale consolidation in the oil and gas industry could lead to an escalation of the government standoff, as an increase in the state's share in the sector runs counter to plans to implement an extensive privatization program. However, Russian authorities recently announced that the privatization of Rosneft will take place within the previously stated time frame. “Thus, monopolization on the Russian oil market will not happen in the future,” analysts at Investcafe believe.

This is definitely a successful deal for BP, says the head of the investment operations department of Lanta Bank. Oleg Poddymnikov. “Firstly, the company managed to sell the asset at a premium of almost 40% to the market. Secondly, get out of the rather problematic alliance with AAR. In addition, BP receives a significant stake in a state-owned company, which in the future may gain control over the entire TNK-BP, he lists. - For Rosneft there are also advantages in this deal. The company will increase oil reserves by 27.66%, to 18.238 billion barrels. Thus, the reserves will be more than double those of Gazprom and will be 49.15% greater than ExxonMobil. In the event of further consolidation of 100% of TNK-BP shares, reserves will increase by 55% and reach 22.191 billion barrels.”

Of course, from the point of view of management efficiency, state-owned companies do not show the best results, the analyst notes. “On the other hand, it cannot be said that the government is trying to completely get rid of private shareholders in the oil industry. At least, plans for further privatization of the state stake in Rosneft in 2013–2014 remain in force, he says. - We can rather talk about a change in the category of investors. Instead of several large financial industrial groups, a larger number of foreign and Russian portfolio investors will become shareholders. At the same time, the state receives investment and maintains strategic control over the industry. Investors, in turn, may in the future get “oil Gazprom.”

Information about the deal was expected, now Rosneft will become the leader among public companies in terms of production volume, agrees the director of the analytical department of the Alpari company Alexander Razuvaev. “There is an additional advantage for minority shareholders: now Rosneft’s dividends will always be high, which is why they have always loved tanker shares,” he says. - However, I think this is not the last deal, Surgutneftegaz is definitely the next stop, this is not only 60 million tons of oil per year, it is also more than 30 billion dollars in cash. Rosneft will probably need it to reduce its debt burden. The deal will also likely include the redemption of Surgut's treasury securities, which the market estimates amount to up to 90% of ordinary shares. The stake in Slavneft will probably also be sold at a high price to Gazprom to reduce Rosneft’s debt burden.”
According to the analyst, the deal fully fits into Igor Sechin’s line on resource nationalism. “And the expensive valuation reflects the real value of Russian oil and gas assets, which is undervalued on the stock exchange due to the risks of the eurozone,” he says. “I think that after Surgut, the target for takeover will be Zarubezhneft, with a very low probability of Transneft, the remaining companies will remain independent.”

Head of the Department of Assessment and Investment Design, CJSC "MEF-audit" Dmitry Trofimov notes that this transaction is of interest to Rosneft in exactly the format as it is planned. “The exit of only the British from TNK-BP could create certain problems for the subsequent development of this company, since among the shareholders there remained a conflicting party for the British, which could negate the synergistic effect of the transaction for both companies. By purchasing both stakes, Rosneft minimizes its management risks,” he argues. - Of course, the opportunity to become the world's largest company in terms of reserves and production is very attractive, which, of course, should have a positive impact on the company's capitalization. But it is also important that in addition to money, BP receives shares in Rosneft and seats on the board of directors. And at the same time, it is very important that in addition to joint projects and technologies, BP will be able to bring elements of Western corporate culture to Rosneft.”

The settlement of Rosneft shares with BP, on the one hand, brings private capital into Rosneft itself, and on the other hand, TNK-BP becomes a company with state participation, the analyst notes. “The trend towards privatization at maximum prices continues, without losing state control over strategic assets,” he says. - FAS stated that the agency’s decision on the application will depend on the nature of the transaction, including the size of the package. Considering the “strategic nature” of the decisions made, there is no doubt that the “correct” design will be found, especially since the head of Rosneft stated that “the deal will not affect the reserves and the market so much that one can talk about monopolism.” In general, the vector for consolidation remains the same, since “easy” resources are being depleted, and hard-to-recover reserves require expensive technologies.”

Of course, the stated transaction amount of $61 billion is impressive, notes an analyst at IFC Solid. Dmitry Lukashov. “The market capitalization of TNK-BP is only $38 billion. However, I believe that Rosneft did the right thing by taking advantage of the good opportunity to acquire such an attractive asset in its entirety,” he is confident. - Theoretically, Rosneft may subsequently announce an offer to the remaining minority shareholders at the price of the transaction with the main shareholders. In this case, TNK-BP shares may be of interest for the purpose of speculative purchase for small investors. According to my calculations, after the purchase of TNK-BP, Rosneft's share will be 37% in all-Russian oil production and a third in its refining. I believe that monopolization of the domestic market will not happen. It should be noted that less than half of the petroleum products produced are sold in Russia, and the rest is exported. If necessary, oil companies can slightly reduce foreign supplies and easily saturate the domestic market.”

The deal looks like a “puzzle assembled” for all its participants, says Advance Capital partner Karen Dashyan. “The decision on a strategic alliance between BP and Rosneft was made a long time ago, and the shareholder conflict in TNK-BP has reached its climax. At the same time, it is obvious that for a private Russian oil company, growth opportunities in the oil and gas sector of the Russian Federation are extremely limited. At the same time, it should be noted that the terms of the upcoming transaction are fairly fair for all parties, and if in this configuration it is possible to establish effective corporate governance, then the merged company will clearly receive high-quality impulses for growth in the Russian Federation and internationally, he argues. - Today, the landscape in the oil industry is such that it is difficult to develop in new growth areas, such as the Yamal-Nenets Autonomous Okrug, Eastern Siberia, and on the shelf, without government participation. All projects are in one way or another connected with the need to apply preferential tax regimes due to significant investments in geology and infrastructure, on the one hand, and the use of complex international modern and expensive technologies for their development, on the other. Thus, it is obvious that the alliance of state-owned companies and international vertically integrated oil companies is most optimal in the existing, partly “manual” mode of industry management.”

Whether this deal is successful or not, we will only know when the complete merger of the two companies is completed, which may take at least a year, or even more, notes the leading expert of Finam Management Management Company. Dmitry Baranov. “And after that, the merged company will have to operate for at least a year to prove its effectiveness, despite the fact that it has seriously increased in size. And only then will it be possible to evaluate the effectiveness of its activities in a new capacity and the success of the transaction that took place in 2012,” he says. - In general, judging by the way events developed, it seems that each of the parties was quite tired of negotiating and sought to quickly come to some kind of decision. That is, most likely, each of the parties made a certain compromise in order for the deal to be completed in the near future. Perhaps, over time, the details of these negotiations will become known, and we will find out who agreed to what compromises.”

According to the analyst, a version has come to fruition that previously seemed the most fantastic, although it had the right to exist. “Namely, the version that the scheme of the deal is changing and Rosneft will be BP’s new partner in TNK-BP, that is, BP will not leave the company. BP really is not leaving the company, but will become a partner of Rosneft,” he notes. - In addition, the assumption that this deal is not the beginning of the process of nationalization of the entire industry turned out to be correct. High-ranking officials have already confirmed that the privatization of part of Rosneft is planned next year, and in addition, the state is not acquiring other vertically integrated oil companies in one form or another and has not announced anything similar.”

Now it is much more important to see, Dmitry Baranov believes, how this deal will go, how successfully the merger of two companies will be completed, each of which has different development strategies, different business standards, different mining and production assets. “After all, they all have to be combined into a single working mechanism, and this is a very, very difficult task,” he says. “It is possible that the merger procedure will drag on for several years and during its implementation, part of the assets may be sold, and it is not necessary that these will be the assets of TNK-BP; it is possible that these may also be the assets of Rosneft.”

On the mutual exchange of shares and joint development of the Arctic shelf of the Russian Federation. However, the deal was blocked by the AAR consortium, representing the Russian shareholders of TNK-BP.

On March 21, 2013, Rosneft closed the deal to purchase 100% of TNK-BP. The total amount of cash and securities offered for the company was $55.3 billion. Of these, $27.5 billion went to the British oil company BP (including a 12.84% stake in Rosneft), and $27.7 billion went to the AAR consortium.

As part of the agreements reached, BP also acquired a 5.66% stake in Rosneft from the state-owned Rosneftegaz OJSC for $4.87 billion. As a result, BP became the largest shareholder of Rosneft after the state with a 19.75% stake in the company (before the deal, BP owned 1.25% of the shares) and the right to nominate candidates for members of the board of directors.

After the conclusion of the Rosneft deal in terms of production volumes and hydrocarbon reserves. According to Rosneft President Igor Sechin, in 2013 the combined company's production will be 206 million tons of oil and 47 billion cubic meters of gas, refining will reach 95 million tons of oil, and revenue will be 4.9 trillion rubles.

On September 27, 2013, Rosneft President Igor Sechin agreed with the proposal of Russian Prime Minister Dmitry Medvedev, voiced during a discussion at the plenary session of the Sochi-2013 investment forum, for the company to buy back shares from TNK-BP minority shareholders. Sechin announced Rosneft’s readiness to buy out shares of TNK-BP minority shareholders at a premium of 20-30% to the weighted average market price over the past 18 months.

The material was prepared based on information from RIA Novosti and open sources