An investment fund aggressively buys the debt from ANAF on Adrian Sârbu’s cable car and aims to take control of the company, which concentrates assets worth millions of euros. Stock exchange listing plan
FFB Wolf Hedge Fund, registered in Cyprus by a Romanian investor, uses the legal provisions on subrogation and aims to take over the majority creditor status of the Teleferic Prahova company, indirectly controlled by the founder and owner of Mediafax Group, Adrian Sârbu, by massively acquiring tax receivables. As a secured debt holder, it is targeted for a capital increase through the conversion of receivables, the value of which exceeds the share capital, and the dilution to irrelevance of the founder of PRO TV Adrian Sârbu. Plans are also being considered for the company to be listed on the AeRO market of the Bucharest Stock Exchange. Before being presented here, the information was announced long before on Profit Insider Lawrence Summers, former US Treasury Secretary, president of Harvard University and chief economist of the World Bank, the one who anticipated the current inflationary crisis, opens the Profit.ro Gala. Special prizes, in a special year Subrogation is the legal operation of replacing the creditor with the one who makes the payment of his claim on behalf of the debtor; the third party who pays will take the place of the creditor, and the debtor will have a debt to the third party. The company operates the cable car cabins in Sinaia, Predeal and Bușteni. Profit.ro previously reported that the majority shareholder of the company is, according to termene.ro, Prosperya Financial Management SRL, with 92.6% of the capital. This is controlled by Consiglia Management Intl SRL, with 75.5% of the shares. At Consiglia, the main partner is Smart Financial Services SRL (70%), an entity in which Adrian Sârbu is the sole shareholder and administrator. Now, Teleferic Prahova could be taken over by the fund registered in Cyprus by investor Pistae Nucu Florin, who, according to Profit.ro, has moved to the massive acquisition of ANAF claims in order to acquire the position of majority secured creditor of the company, which is in insolvency. Pistae was the CEO of Creditanstalt Asset Management and Sierra Quadrant Investment Fund. He also owned, through an investment fund, the Robinson Hotel in Predeal.
FFB Wolf Hedge Fund, which claims to have become the most important active player in the Creditors’ Meeting, is challenging in court the modification of the company’s organizational plan to sell some assets, an intention previously announced by Profit.ro. Assets of the company Teleferic Prahova, which entered insolvency in 2016, were put up for sale in the spring by auction, consisting of cable transport facilities, buildings, constructions, developments and the land that make up the “Teleferic Sinaia” asset. From Sârbu’s portfolio, Mediafax Group, with Ziarul Financiar, filed for insolvency on December 16, 2014, with total debts indicated at 40 million euros. At the time of insolvency, ING was listed in the final creditors’ table with a recoverable amount of 15.4 million euros, but in the meantime Sârbu has also sold assets, namely the brands Gândul, Prosport, Promotor, Descoperă, Ce se înveți Doctore?, Apropo TV, Go4IT and The One, and there is also a recent agreement with Dan Țucu, the owner of Mobexpert, announced for the first time by Profit.ro. The Teleferic Prahova company is now in the attention of the investment fund, including with a prospect of listing on the stock exchange. “Our plan is to get it out of insolvency with all its assets – that’s why we pay the creditors – to put it on the stock exchange and from there to get the money we invested,” Pistae, who in 2011 launched Fonduri pe Indici, a group of financial vehicles that also includes the fund that says it bought the receivables from Teleferic Prahova, told Profit.ro. How the Cyprus fund ended up The creditor who can take control of the company FFB Wolf Hedge Fund says that it entered the creditors’ table by purchasing, before the pandemic, a marginal title of the Bucharest Stock Exchange over Teleferic Prahova, which it bought from the Central Depository. When the creditors’ table was established, the fund had claims for an amount of just over 14,000 lei. However, its presence on this list allowed the financial vehicle to use subrogation to pay the claims of third-party debtors in its intention to become the main creditor.
The fund – where Pistae also has the largest holding – moved from August to the acquisition of the claim from ANAF. The first “ring” of the state claim was approximately 281,000 lei, paid in 4 installments in the last days of the summer. “We bought 100%,” says Pistae, who also worked for the National Securities Commission (CNVM), the capital market regulator, at the beginning of the institution, in the meantime integrated into the Financial Supervisory Authority (ASF). Profit.ro also has ANAF documents for the payment of approximately 128,000 lei in 2 installments, in September, and another 2 installments equivalent to just over 95,000 lei, in the first part of this month. Termene.ro indicates that Teleferic had debts to the Tax Authorities, but paid them.
The 2 million lei claim from ANAF is presented as ensuring the majority in the Creditors’ Meeting and, based on it, the hedge fund wants to trigger a capital increase by converting claims that would exceed the share capital, of 603,000 lei, of Teleferic Prahova. The assets in the mountain have an aggregate value of approximately 20 million euros, according to the BCR assessment. The Susai hotel in Predeal is also mentioned in the discussion. The unit was announced a year ago as having been purchased by the Israeli real estate developer Hagag Development Europe. However, when asked by Profit.ro whether Hagag Development Europe owns the Susai hotel or if the acquisition was abandoned, the company’s representatives said that they did not wish to comment. Also, the latest activity report of the judicial administrator of Teleferic Prahova, from September, still refers to the asset in Susai. Last year, Teleferic had business of 22.35 million lei and a net profit of 3.92 million lei.
The company’s structure says that the assets should not be sold, from the perspective of the fund that is targeting the takeover. “If you sell the assets, you do nothing with them…”, says Pistae, who also owned, through an investment fund, the Robinson Hotel in Predeal and from the sale of which he also has the money to buy the debt from ANAF. “If you sell Sinaia, you sell 45% of the proceeds.” The largest part of the unpaid debt to the state was represented by the royalty for the ski area of 1.53 million lei, to which was added a mountain rescue fee of approximately 204,000 lei and building taxes of almost 100,000 lei.
The General Directorate of Public Finance Brașov was listed in the creditors’ table at the opening of the insolvency process, in 2016, with the equivalent of 57% of the total receivables, clearly outweighing the bank debts to BCR, which listed the credit institution with a percentage of 11.70% of the total creditor. Pistae says that it also made an offer to the creditor BCR, which the bank refused.
He also says that he waited for some time to pass – there were also the pandemic years, when nothing could be done – to see the payment behavior of the company, which is under judicial administration of the Sierra Quadrant and Tanasa și Asociații SPRL consortium. He considered that the assets could be sold to certain individuals, so he moved on to the aggressive acquisition of ANAF receivables. Contacted by Profit.ro, the judicial administrator Tanasa și Asociații SPRL did not respond to the steps initiated by FFB Wolf Hedge Fund at Teleferic Prahova. The “wolf fund” would, however, be more ruthless than the Tax Office. The receivables carried by ANAF for 5-6 years will be requested for conversion into shares, which would make the entity registered in Cyprus the majority shareholder of the company whose cable car cabins transport tourists from the most visited mountain towns in Romania. The story is also written at Dinamo. The legislation in force states that subrogation takes effect from the moment of payment that the third party makes in favor of the creditor and produces effects against the main debtor and those who guaranteed the obligation. These are legal provisions that were also used at the Dinamo football club. Last month, the Bucharest Court approved the modified reorganization plan of the judicial administrator by converting some receivables into shares. Following this operation, the Peluza Cătălin Hîldan Dinamo Association becomes the majority shareholder with 99.17% of the entity that owns the football club, Dorin Șerdean’s Lotus Perfect Products reaches a holding of 0.75% of the shares (from 72.92%), Dumitru Badea remains with a stake of 0.73% and Cornel Dinu with 0.03%.
This is the scenario that FFB Wolf Hedge Fund is also targeting. Last month, the financial vehicle opposed the steps initiated by the judicial administrator to sell some of the company’s assets, worth 2.03 million euros. The reorganization plan, approved in 2016, aimed at payments to secured creditors within 3 years, from the sale of cars. However, for the sale of some real estate assets, a change to the reorganization plan was needed, presented as being blocked by the Fund through the litigation initiated at the Brașov Court.
The alternative to selling in pieces is to keep the company intact (with all assets) and list it on the AeRO market of the Bucharest Stock Exchange. Basically, the exit of Pistae, an investor who carries out most of his transactions on foreign markets, would be by selling to portfolio investors the shares of the company that operates the popular cable car cabins in the resorts of the Prahova Valley. “We want to get it out of insolvency completely, put it on the stock exchange and get our money out of there,” Pistae concluded for Profit.ro. The Prahova Cable Car case shows that, through legislation, the state has taken on powerful allies in recovering its receivables. The acquisition of receivables from ANAF by third parties, using subrogation, is an additional tool.
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