* Loans raised to buy out Fridman's 25 pct stake
* TeliaSonera to get special dividend - sources
* MegaFon plans $4 bln IPO in London
* Tavrin to be CEO with immediate effect
By Maria Kiselyova and Douglas Busvine
MOSCOW, April 20 MegaFon has borrowed
$4.5 billion to help finance a buyout of Mikhail Fridman's 25.1
percent stake, bringing Russia's No.2 mobile phone operator
closer to a possible $4 billion London IPO later this year.
MegaFon also named Ivan Tavrin as chief executive on Friday,
putting in place another part of a transaction that will hand
control to Alisher Usmanov, Russia's richest man with a fortune
estimated at $18.1 billion.
The ownership shake-up and initial public offering, which
would be the largest in London since commodities trader Glencore
floated last May, seeks to position MegaFon for the
costly rollout of next-generation 4G mobile services in Russia.
Outgoing CEO Sergei Soldatenkov has been tipped to become
telecoms minister in President-elect Vladimir Putin's next
administration. Tavrin, who joined MegaFon this year, used to
work for media group UTV, in which Usmanov is a shareholder.
MegaFon said it had obtained a credit line of up to $1.5
billion from state-controlled lender Sberbank.
State-owned Gazprombank later said it had lent MegaFon $1
billion for five years in a two-tranche deal.
Earlier this week, MegaFon took out a $2 billion syndicated
loan from Western banks, adding to $1.5 billion net cash on its
balance sheet it can spend on the deal.
While the deal's final structure is not finalised, MegaFon
was expected to buy part of Fridman's 25.1 percent stake, valued
at $5 billion, with Usmanov acquiring the rest, one banking
source familiar with the matter told Reuters.
In the IPO of a 20 percent stake, tentatively planned for
the second half of 2012, TeliaSonera would sell two
thirds of the shares on offer, with the rest coming from stock
held in treasury by MegaFon, the source said.
Two sources said TeliaSonera would also receive a special
dividend. "The only way to counterbalance the market risk (of an
IPO) is to give the company additional liquidity through a
dividend," the banker said.
MegaFon, Usmanov, TeliaSonera and Fridman have declined to
comment on the talks.
The transactions are being structured so that Usmanov, who
has a 31.1 percent economic interest in MegaFon, will secure
overall control, while TeliaSonera, which now owns 43.8 percent,
will be a minority partner.
Usmanov and TeliaSonera own part of their MegaFon stakes
through holding company Telecominvest, which Usmanov controls.
That effectively gives him a 39.3 percent current voting stake
compared with TeliaSonera's 35.6 percent.
Cancellation of some treasury stock held by MegaFon as a
result of the Fridman buyout would help push Usmanov's voting
interest over the crucial 50 percent threshold.
Bankers, meanwhile, have said MegaFon was preparing to pick
banks to run an IPO that would give MegaFon an equity value of
$20 billion - a premium to rivals MTS and Vimpelcom
"The company does not deserve a discount. It has great
prospects. It managed to grow to No.2 over a short period of
time and has a strong position in mobile broadband," said
Yevgeny Golosnoy, a telecoms analyst at Nomos Bank in Moscow.
"But a premium is unlikely because it is a new company for
the market. If it places at (the same multiples as) MTS, it will
be a good result."
Market leader MTS's enterprise value - the cost of buying a
company and its debt - is 4.6 times forecast 2012 earnings
before interest, taxation, depreciation and amortization
Applying that multiple to MegaFon, before accounting for the
latest borrowing, yields a valuation of around $17.3 billion,
said Konstantin Chernyshev, head of research at Uralsib.
"I do not think anyone will pay a 10 percent premium, in
particular because the money raised through IPO will go to
shareholders and not to the company," said Chernyshev, adding
planned stock offerings by Sberbank and VTB this year
could sap investor appetite.