Vivacom

History

The Bulgarian Telecommunications Company was established in 1992 as part of the separation of the state-owned enterprise Bulgarian Posts and Telecommunications into different companies.

In June 2004, the Bulgarian government sold 65 percent of BTC’s capital to Viva Ventures Holding, a subsidiary of the US private equity fund Advent International, for €280 million. In January 2005, the Bulgarian state made a public offering of the remaining shares and offered 34.78 percent of the company's capital (2,869,573 shares) on the Bulgarian Stock Exchange – Sofia. In May 2005, the BTC was granted a license for the development of third-generation mobile telecommunication systems under the UMTS standard, class B (2x5+5 MHz). The permit is valid for a period of 20 years and the license fee is BGN 42 million.

In November 2005, the company launched its mobile services under the ‘Vivatel’ brand, Bulgaria's third mobile operator. It later became the fastest growing mobile operator in the country. In August 2007, the company was sold again. AIG Investments, through its subsidiary AIG Capital Partners Inc., acquired a majority stake in BTC for a total price of €1,080 million (BGN 2,112 million). In January 2009, the BTC announced a merger with its subsidiary BTC Mobile (Vivatel). The aim of the consolidation was to improve management efficiency, optimize costs, secure sustainable growth, and introduce a single brand.

In September 2009, BTC and Vivatel united under a new brand - VIVACOM.

In late 2012, VTB Capital, the investment arm of Russia’s second-largest bank, has led a consortium (Viva Telecom Bulgaria EAD) to buy a controlling stake in BTC. The consortium included a local partner, Mr. Tzvetan Vassilev. In November 2012, Viva Telecom Bulgaria EAD acquired a 93.99 percent stake in the Bulgarian Telecommunications Company. The transaction became a fact as a result of the approval of a comprehensive scheme for the sale and restructuring of the company. The deal received approval from the European Commission and other regulatory authorities. Local experts state that the purchase of VIVACOM was among the most complicated deals in Bulgaria.

In 2013, Vivacom shareholders, including Tzvetan Vassilev, were issued a EUR150mn credit. Vassilev failed to make timely payments on the loan, due to the problems with Corporate Commercial Bank, where he was a majority shareholder. Soon after, Vassilev fled the country. Since Vassilev could not meet his financial obligations, the loan’s collateral, 100% shares of Vivacom’s holding company, was sold at an open competitive auction. The auction was conducted by Ernst&Young with the participation of major international bidders, including US companies. After 20 rounds of bidding, a consortium of financial investors led by Spas Roussev was declared the winner and new owner of Vivacom. The consortium included VTB Capital and Delta company with its owner Milen Velchev, CEO of VTB Capital AD (the bank's Bulgarian subsidiary).^[12] According to people close to the deal, VTB was the seller and the buyer of the auction at the same time and provided Mr. Roussev required amount.

Based on the last financial report, "Consolidated and separate activities report for the six months ended June 30, 2016", published on official Vivacom site, the Ultimate parent company of Bulgarian Telecommunications Company ("BTC") is V Telecom Investment S.C.A. There are two shareholders which own more than 20% of the V Telecom share capital: LIC Telecommunications S.a.r.l. (Indirectly owned by Empreno Ventures Limited with its beneficial owner Mr. Dmitry Kosarev) with 43,3% of the V Telecom share capital and Crusher Investment Limited, with 33.3%. Inspite of the fact that VTB announced the sale of the Vivacom to Mr. Roussev in November 2015, the transaction hasn't closed yet and Mr. Dmitry Kosarev remains the largest shareholder of the company.

In June 2016, over 87% of bondholders for BTC’s EUR400mn Eurobond issue granted their consent for change of control over the company, as disclosed on the Irish Stock Exchange, further supporting the auction’s legitimacy. The acquisition also received merger control clearance from the Bulgarian Commission for Protection of Competition and the European Commission. According to Mr. Kosarev interview the European Commission has not approved the deal yet. The Bulgarian Commission for the Protection of Competition has given the authorization on the basis of incorrect data about the consortium's structure and role of the VTB in it provided by the buyer. This resolution was challenged in the Bulgarian court by Empreno.

Empreno has filed a lawsuit against VTB Capital in the High Court of London, the litigation is still pending.

In August 2016, Empreno sent an appeal to the VTB Supervisory board members to warn them about VTB management's plan to allocate a €240-million fraudulent loan to the consortium of buyers for the purchase of InterV company (indirect holding company of the BTC). During the bond holders consent obtaining process, VTB has not provided a number of important information, misleading them. As a result the US Trustee bank, which is representing bond holders interests, refused to sign any consent documents. As a consequence of long negotiations, bond holders agreed to provide consent in case of implementation a number of important conditions, such as: ceasing of all litigation and legal confirmation of Mr. Roussev and Mr. Velchev capital origin. Legally there is no consent, because neither one nor the other requirement can not be done. Thus, if VTB sells pledged as collateral shares, it provides bond holders an opportunity for bonds early redemption, which inevitably would lead to the company bankruptcy.

On August 30, 2016 the shareholder announced the deal closure on the company acquisition by Viva Telecom, a consortium headed by Spas Roussev.

Services

Supervisory board

Management Board