The American Chamber of Commerce in Ukraine Held a Backstage Roundtable to Benefit a Corporate Raider, Argentem Creek Partners

Sergiy Groza and Volodymyr Naumenko, beneficial owners of GNT Group, are surprised by the unintelligible conduct of the American Chamber of Commerce in Ukraine (ACC). On June 16, 2023, a roundtable dedicated to the business conflict between Olimpex Coupe International, ZPK Inzerno Export, and Metalsukraine Corp Ltd., members of the GNT Group holding company, and their creditors, Argentem Creek Partners (ACP) and Innovatus Capital Partners, was held secretively in Kyiv under the ACC’s auspices.

The companies became aware that this public event was supported by the American Chamber of Commerce in Ukraine, which invited officers of state-owned institutions, such as State-owned Enterprise Odesa Sea Commercial Port, State-owned Enterprise Administration of Sea Ports of Ukraine, and the State Property Fund of Ukraine’s, to take part. The roundtable was initiated by ACP, a U. S. fund, and law firms Hillmont Partners (representing ACP) and Avellum (representing Innovatus).

However, event organizers grossly violated the principle of equal rights and equal access to information for all parties to the conflict. Firstly, the events calendar published on the ACC’s website does not mention the roundtable event at all. Secondly, representatives of the other party to the conflict. Thirdly, Hryhorii Pavlenko, a lawyer representing beneficial owners of the GNT Group holding company (the debtor), was kicked out from the roundtable when he came to the meeting scheduled at the InterContinental Kyiv hotel.

Thus, the ACC facilitated and created a situation where representatives of one party to a conflict (that is, the creditors, ACP and Innovatus) had an opportunity to discuss it secretly with officials of the Ukrainian state authorities without any participation of the other party, a representative of the GNT Group’s (the debtor) beneficial owners.

In our opinion, by doing so, the ACC, as a legal entity operating under private law, violated provisions of the Law of Ukraine “On Prevention of Corruption” (in particular, its Articles 60 “Requirements for Transparency and Access to Information” and 61 “General Principles of Preventing Corruption in Operations of a Legal Entity.”

Let us reiterate that ACP, a U. S. company, started a hostile takeover of the business of GNT Group, an owner of a large grain terminal in Odesa Sea Commercial Port, in late December 2022. The creditor, ACP, unlawfully appointed Hillmont Partners lawyers, who have no experience in the stevedoring business, as directors to holding member companies.

Later, ACP unlawfully initiated the bankruptcy of the Group’s companies operating under the grain corridor deal by loading Ukrainian grain for export on vessels at the port.

Currently, this case is being litigated before Ukrainian and foreign courts. Beneficial owners of the GNT Group made repeated public statements about all these circumstances in Ukrainian and foreign media.

The American Chamber of Commerce in Ukraine, which declares behaving ethically and honestly as a principle underpinning its business dealings, was fully able to familiarize itself with both parties’ stances and make a balanced decision on their equitable participation in a meeting with the Ukrainian officials.

According to earlier reports by Ukrainian media, Hillmont Partners is closely connected with the pro-government Members of Rada. Journalists suggested in their investigation that the authorities could exert some administrative and corruption-related pressure on the judicial, law enforcement, and registration systems in favor of ACP.

Іnvestigators also noted that in November 2022, Davyd Arakhamia, a Member of Rada, was reported to have met ACP representatives in Vienna. He confirmed it personally to journalists. interview with Censor Business

The actions of the American Chamber of Commerce in Ukraine remain unclear to beneficial owners of GNT Group. To protect their rights, the Group’s member companies will send official appeals and inquiries regarding these events to the National Corruption Prevention Agency, the American Chamber of Commerce in Ukraine, the U. S. Embassy in Ukraine, the State-owned Enterprise Odesa Sea Commercial Port, the State-owned Enterprise Administration of Sea Ports of Ukraine, and the State Property Fund of Ukraine’s.

February 9, 2023.

Court Prevents Argentem Creek Partners as a Creditor from Selling GNT Group’s Grain Terminal in Odesa

On February 7, 2023, the Nicosia District Court (Cyprus) issued an order preventing the creditor, Argentem Creek Partners (ACP), and its agent Madison Pacific Trust Ltd (Hong Kong), from taking action aimed at gaining possession, encumbering, or selling the grain terminal in Odesa Commercial Sea Port owned by the GNT Group and its rightful owners, Volodymyr Naumenko and Sergiy Groza.

Shareholders had to seek the order because of the quite aggressive actions taken by creditors against the GNT Group. Owners of the Group referred the matter to the court in Cyprus to limit the threats to the operation of the grain corridor caused by such actions.

According to the GNT Group’s earlier statements the creditors are trying to devalue the business for the subsequent non-transparent resale of the company’s assets to an interested third party. Volodymyr Naumenko and Sergiy Groza, owners of the GNT Group, emphasized in their interview with Censor Business that they “...kept negotiating the debt restructuring in the first half of December not to lose the GNT Group’s working capital, as its loss would worsen its performance indicators...” However, by all appearances, the creditors started with the company’s hostile takeover in late December.

It became known on February 6 that the ACP initiated the bankruptcy of Olimpex Coupe International, the company that operates the grain terminal. Thus, the creditor decided to drive the grain terminal to bankruptcy during the war and amidst grain corridor operations to benefit from selling the company. The creditors do not care that agrarian producers would hardly entrust their grain to a company managed by a bankruptcy trustee, thus endangering the operation of the grain agreements.

Fortunately for Ukraine’s key role in ensuring food security, the order of the Cyprus courts substantially limits the ACP’s opportunities to destroy Ukrainian businesses. Currently, the grain is shipped from Odesa Sea Port under the control of the GNT Group’s specialists without involving the ACP in this activity.

The GNP Group obtained a US$ 75 million loan from the Argentem Creek Partners in 2019 against the pledge of the company’s corporate rights, with the value exceeding the loan amount severalfold. The war against russia complicated the repayment of these loans. However, the commencement of the grain corridor operation gave rise to opportunities to settle the loans. The GNT Group has repeatedly stated its willingness to repay the debt in any civilized manner. However, the creditor flatly refuses to negotiate with the GNT Group. Instead, the ACP initiated debt enforcement with elements of the company’s hostile takeover.

In December 2022, the GNT was only allowed two hours to meet the ACP’s demand to repay the loan. The creditor’s representatives used a power of attorney to immediately change the legal domiciles of the GNT Group’s managing companies from Odesa to Lviv. It makes no business sense to relocate during the war because the grain terminal cannot be moved to Lviv anyway. Also, a replacement of directors of the Ukrainian companies was initiated. It goes against the Corporate Agreement, under which a creditor’s representative is only permitted to appoint Commercial Directors with signing powers without replacing companies’ Directors.

The GNT emphasizes that the ACP started enforcing debt only after the terminal had become a valuable asset. About 1.5 million tonnes of agrarian products were handled at the GNT Group’s terminal over the six months of the operation of the grain corridor.

GNP Group is challenging ACP-initiated unlawful decisions by registrars and courts before courts of law to prevent the grain terminal’s operations from being blocked.

The GNT Group is a leading Ukrainian stevedoring company operating in Odesa Commercial Sea Port and an exporter of agricultural products. Transshipping grain and oilseeds and providing ancillary services (such as freight forwarding and ship agency services) have been the GNT Group’s core business, starting with establishing the Olimpex Coupe International company in 1993. The company operates based on its modern grain terminal and Dry Port site that accommodates a grain and oilseeds treatment facility. Olimpex Coupe International’s grain terminal ranks among Ukraine’s Top 10 grain terminals. Investments in its development exceeded $80 million.

January 17, 2023.

An Attempt Initiated by Argentem Creek Partners to Takeover GNT Group’s Business Can Affect the Grain Corridor’s Operation Negatively

Odesa (Ukraine) – Dubai (UAE) Argentem Creek Partners (ACP), a U. S. hedge fund, announced on January 16, 2023, that the High Court of Justice of England ordered the garnishment of assets to the tune of $118 million held by Serhii Groza and Volodymyr Naumenko, co-owners of GNT Group and Olimpex Coupe grain terminal in Odesa. Before that, Argentem Creek Partners initiated a replacement of executives in companies shipping grain for export via Odesa Commercial Sea Port.

GNT Group states that the action taken by Argentem Creek Partners to block operations of the Ukrainian grain terminal can disrupt grain shipments under the grain corridor, which is critically important for Ukraine and the whole world. Currently, the terminal’s operations are under control by the company, with all contracts being performed.

At the same time, the company is challenging currently available ACP-initiated unlawful decisions by registrars and Ukrainian and foreign courts before courts of law to prevent the grain terminal’s operations from being blocked.

GNT Group denies all allegations hurled at it and is prepared to meet its obligations to creditors in any civilized manner. This conflict has been provoked artificially by Argentem Creek Partners and Innovatus Capital Partners to ensure a rapid takeover of the stevedoring business in Ukraine because of the operation of the grain corridor. The steps they made were unnecessary to solving the issue of debt repayment.

GNT Group believes that by doing so, the creditors are trying to devalue the business for the subsequent non-transparent resale of the company’s assets to an interested third party.

GNT Group’s stance and conclusions are supported by the following arguments.

1. In 2019, G. N. Terminal Enterprises LTD (Dubai, UAE) managing company, a member of GNT Group, took out two loans – $75 million from ACP and $20 million from Innovatus. However, GNT Groups faced challenges with repaying the loan principal due to the aftermath of the Covid-19 pandemic of 2020-21 and an all-out war against russia in 2022.

The company negotiated restructuring and time extension for repayments with the creditors in writing till December 2022. With the grain corridor in operation, GNT Group had guaranteed prospects of repaying the debt both at the expense of its ongoing commercial operations and by refinancing the debt and raising business development investments from large international funds. The creditors were informed accordingly. They were also offered an option of selling a part of the company transparently to repay the debt.

The Group’s business has been audited by international audit firms regularly. However, in the summer of 2022, the Board of Directors consisting of ACP’s appointees only invited Ziff-Ivin Associates Ltd – a company that has already analyzed GNT Group’s commercial operations – to conduct the audit.

Because of that, GNT Group did not expect Argentem Creek Partners to take hostile steps to enforce the debt collection, for instance, by suing and blocking operations of the Ukrainian companies, such as Olimpex Coupe International LLC, Metalsukraine Corp Ltd LLC, and Inzernoexport Grain Transhipment Facility LLC. The companies listed above are managed by G.N. Terminal Enterprises LTD; they directly own and operate grain transshipment terminals in the seaport.

2. The creditors’ actions are indicative of an attempted hostile takeover (raiding) of GNT Group’s stevedoring business. The terminals operate in Odesa, but representatives of the creditor (Madison Pacific Trust Limited) changed the legal domiciles of the companies from Odesa to Lviv. They appointed lawyers from Hillmont Partners law firm, who have no work experience in the logistical services market, as Directors of these companies. The Directors were appointed contrary to the Corporate Agreement, under which a creditor’s representative is only permitted to appoint Commercial Directors with signing powers without replacing companies’ Directors.

With its 1500-strong employee team, the Group has always discharged its debt obligations meticulously over 25 years of doing business. In addition, GNT Group has demonstrated its transparency and trust of high-profile lenders in practice many times, having received $59 million of business development financing from the European Bank for Reconstruction and Development (EBRD).

Over six months of the operation of the so-called “grain agreement,” also known as the Initiative on the Safe Transportation of Grain and Foodstuffs from Ukrainian Ports, GNT Group shipped about 1.5 million tonnes of agricultural products via its terminals or 8.5% of the total of 17.5 million tonnes.

These high commercial performance indicators may have provoked Argentem Creek Partners to take a hostile action. However, it will give rise to further problems for agrarian exports during the war against russia, when it is critically important to ensure food security and cause Ukraine’s commitments to the UN and international partners to be met. In their statement, Argentem Creek Partners even admit that the conflict they initiated can give rise to “grain corridor disruptions.”

GNT Group’s employee team has already sent a letter to Volodymyr Zelenskyy, the President of Ukraine, to inform him about the threats to the operation of the grain corridor, the potential loss of jobs and reputational risks for Ukraine.

GNT Group started developing its business in 1993 by establishing Olimpex Coupe International, a company that started its operations based on PPK-7 of the Odesa Commercial Seaport State-owned Enterprise. Currently, GNT Group’s core business includes the transshipment of grain crops and oilseeds with ancillary services (freight forwarding, ship agency services) based on the modern grain terminal owned by the company at the back of berths 3 and 4 of Odesa Commercial Seaport and the Dry Port site that accommodates a grain and oilseeds treatment facility. Olimpex Coupe International’s grain terminal ranks among Ukraine’s Top 10 grain terminals. Investments in its development exceeded $80 million.

December 23, 2022.

GNT Group statement regarding loan repayment to Argentem Creek Partners

Argentem Creek Partners, a US-based credit specialist firm, announced about having launched enforcement action against GNT Group, which manages “Olimpex Coupe International” grain terminal based in the Odesa Sea Port. This action is connected with the $25mn and $50mn Facility Agreements secured in November 2019. In this regard, G.N. Terminal Enterprises Limited, holding and managing company of GNT Group, has issued the following statement.

The history of “Olimpex Coupe International” grain terminal in Odessa Sea Port goes back to year 2000. In over 20 years, we managed to build one of ten largest grain terminals in Ukraine — from scratch. All this time we have been cooperating with large international companies and financial institutions. In total, more than $80 was invested in building the said terminal. For instance, in 2009-2019, CSH Inc. and European Bank for Reconstruction and Development provided financing for the project development.

In November 2019, GNT Group managing company secured Facility Commitments for $25mn and $50mn from Argentem Creek Partners. Almost all these funds have been used to repay the EBRD loan and to buy out the 26% stake of CHS Europe S.a.r.l. in “Olimpex Coupe International” grain terminal.

In their statement, Argentem Creek Partners claimed they suspected GNT Group in ‘siginficant corporate wrongdoing’. However, the Facility Agreements were concluded in such a manner that all Facility Commitments were precisely provided for and limited to “CHS Acquisition” and “EBRD Prepayment Amount”.

Moreover, pursuant to the Facility Agreement, all communications with GNT Group were to be carried out by the Faciilty Agent — Madison Pacific Trust Limited, and no direct communication between Argentem Creek Partners and GNT Group was possible. Ukrainian sea ports were completely blocked by Russia after the beginning of the war in February 2022, which severely affected the grain market. The Facility Agreement allowed to receive waivers, which have been granted to GNT Group.

GNT Group is ready to the preparedness to repay the Loans under the Facility Agreement and is open to negotiations with Argentem Creek Partners regarding providing our financial statements for the auditing. We assure that GNT Group is one of the logistics operators of the UN-supported Black Sea Grain Initiative and has never been engaged in any ‘corporate wrongdoing’ throughout its more than 20 year-long history.

Odesa, December 26, 2022.

GNT Group responds to the allegations of Innovatus Capital Partners

On December 19, 2022, the US-based investment company Innovatus Capital Partners alleged that GNT Group was engaged in a criminal activity with regards to the $25mn of trade finance indebtedness tied to the stored grain collateral at the Group’s grain terminal “Olimpex Coupe International”. GNT Group rejects the said allegations and has issued the following statement.

On February 24, 2022, when Russia started war against Ukraine, grain commodities pledged to Innovatus Capital Partners, was stored at “Olimpex Coupe International” grain terminal.

Since the beginning of war, all sea port operations in Ukraine have been fully blocked, making grain export impossible to carry out. Odessa Sea Port has been working with significant restrictions since the beginning of February 2022, when Russia conducted ‘military training’ in the Black Sea area.

Prolonged storage of grain at the port terminal can lead to its excessive moisture and deterioration. The grain terminal facilities are not suited for the long-term storage of grain because of the absence of aeration system. Constant shelling made shipment rotation impossible, and the terminal experienced regular power outages. Moreover, the change of temperature from cold winter to warm summer had additional negative impact on the prolonged storage of grain. Also, the operational control of Odessa Sea Port was overtaken by the military administration and curfew was imposed.

Immediately after the beginning of the war, on February 25, 2022 “Olimpex Coupe International” informed Innovatus Capital Partners about the inability to provide for the grain storage and quality control.

GNT Group’s employees managed to obtain access to the grain terminal at Odesa Sea Port only at the beginning of May 2022, as Russia was conducting active offensive military operations in the Black Sea area and Odesa port has been under real risk of invasion. The limited access of personnel to the terminal, “Olimpex Coupe International” was unable to ensure the proper storage of grain.

On May 13, 2022, Bureau Veritas, the international inspection and certification company, conducted inspection of the said grain, which resulted in discovering and documenting its deterioration. Moist grain in enclosed space can be dangerously explosive — should the grain silo be subject to shelling. For that reason, grain terminal management made a decision to immediately transport the deteriorated grain for disposal. It’s also worth mentioning that Cotecna company conducted a similar inspection in February 2022, before the war began, which confirmed the presence of grain commodities pledged to Innovatus Capital Partners’ grain on the grain terminal facilities.

After the UN-supported Black Sea Grain Initiative was launched, fresh shipments of grain were returned to the facilities of “Olimpex Coupe International”.

Since the beginning of October 2022, GNT Group management continued negotiations regarding the repayment of the $20mn loan to Innovatus Capital Partners, with the latter having expressed their wish to expediently cease operations in Ukraine and accept the loan repayment with a significant haircut. At the moment, GNT Group is not able to complete the repayment of that loan because its attempts are being blocked by the other lender — Argentem Creek Partners LP, which demands for the facility commitments to be repaid on Pari Passu (equal footing) terms.

On December 13, 2022, GNT Group confirmed its intent to repay the loan to Innovatus Capital Partners in communication with Ana Firmato, its Managing Director, however, the approval of this action from Argentem Creek Partners LP has not been received. The negotiations will continue.

GNT Group is ready to make every effort to resolve this situation that’s been complicated for all parties involved and hopes for the open and constructive position of our lenders. We assure that the volume of shipments at the terminal is sufficient for us to repay our facility commitments.

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