Oracle announced that it would continue negotiations on the debts of its Russian subsidiary.

Oracle announced that it would continue negotiations on the debts of its Russian subsidiary.
Photo is illustrative in nature. From open sources.
Oracle's Russian subsidiary has yet to agree on terms for the buyout of its 1.4 billion rubles in debt. Some creditors believe the matter is irretrievable, but the American company stated that negotiations are ongoing.

An Oracle representative told RBC that the company remains interested in resolving the debt dispute of its Russian subsidiary, Oracle Computer Equipment, and is open to dialogue based on the initial offer to purchase the claims of all creditors. However, he noted that not all creditors have agreed to this offer at this time.

Oracle Computer Equipment developed software and provided technical support for Oracle solutions. Its clients included the Federal Tax Service, the Treasury, the Ministry of Finance , the Ministry of Transport, the Central Bank , and large commercial organizations. In March 2022, Oracle suspended its operations in the country, ceasing technical support and fulfilling existing contracts. In August 2023, its Russian subsidiary was declared bankrupt following a lawsuit filed by the it company Croc. Bankruptcy proceedings subsequently commenced. Creditors include the IT company Force Development Center, Marvel Distribution, Alfa-Bank, Sberbank, MegaFon, Jet Infosystems, and others. The total amount of their claims is 1.4 billion rubles. According to information received from the bankruptcy trustee, by February 17, 96 million rubles had been collected for the bankruptcy estate, compared to 83 million rubles in October 2024.

Last October, Oracle sent a letter to its Russian creditors regarding the dispute settlement, proposing to enter into an assignment agreement (assignment of claims ) and purchase the Russian subsidiary's debt for no more than 60% of the par value. The deal stipulated that the creditors waive any new claims against the Russian entity.

According to one of RBC's sources among creditors, the document in question was a draft agreement that Oracle planned to conclude with each of Oracle Computer Equipment's creditors, but so far none of them have been able to reach an agreement with the American IT company.

This was confirmed by Yegor Nepomnyashchikh, the bankruptcy trustee in the case. He expressed doubt about Oracle's intentions to reach an agreement and resolve the conflict. According to Nepomnyashchikh, Oracle "is avoiding further negotiations in every possible way and is not responding to the clarifications to the agreement submitted by creditors." "I have repeatedly proposed creating a standing committee with the largest creditors, the bankruptcy trustee, and Oracle's lawyers to coordinate certain issues. But Oracle's lawyers refuse this; their position is: either sign what Oracle has already proposed, or no negotiations," he said. According to Nepomnyashchikh, among the creditors' questions regarding Oracle's October proposal were: who exactly will pay the debt, and whose money will it be? Will the creditors receive the security guarantees Oracle stipulated for itself in the agreement? What about sanctioned companies, such as Sberbank? Furthermore, the creditors have not received confirmation that Oracle has received a license from the US regulator for such a transaction and that the document contained the terms and conditions that were announced.

Another creditor source said that at the last meeting, which took place on April 21, Oracle representatives in RUSSIA "made it clear that they had nothing to offer and that there were no further plans to resolve the debt issue."

Why Oracle Can't Reach an Agreement with Creditors

An RBC source among creditors claims that Oracle representatives initially stated that the company was only interested in a full repurchase of the ledger, meaning an agreement with all creditors that the company was not interested in partial repayment. According to this source, some creditors considered it reasonable to accept Oracle's offer, but they were unable to reach an agreement with the others. Another RBC source involved in the process cited "not so much disagreements between the parties as the existence of sanctions restrictions on such transactions, despite the initial approval of US regulators," as a possible reason for Oracle's behavior. Oracle's October letter stated that "permission to repurchase part of the debt was obtained after several months of interaction with the regulator." The permission stipulated that the maximum amount, as well as other terms of the repurchase, could not be changed.

The initial offer to settle 60% of the debt is "generous" by Russian standards (the average settlement in bankruptcy proceedings is around 5%), says Ivan Veselov, a partner in the dispute resolution practice at ALUMNI Partners. He noted that under Russian law, there are no obstacles for Oracle to resume negotiations; a settlement agreement can be reached at any point during the bankruptcy proceedings. Without such an agreement, the bankruptcy of a company of this magnitude could continue for another three to five years, depending on the effectiveness of the bankruptcy trustee's efforts to challenge transactions, impose subsidiary liability, dispose of the bankruptcy estate, and other factors, Veselov noted. "Perhaps the predicted return of American businesses to Russia in the near future will allow the company to resume operations, so the settlement agreement will effectively be aimed at debt restructuring," he added.

Due to the provisions of bankruptcy law, it is impossible to talk about individual satisfaction of creditors' claims, especially partial satisfaction, said Sergei Uchitel, a partner at Pen & Paper Law Firm. The duration of the bankruptcy proceedings, he explained, will depend on the completion of all necessary actions aimed at forming the bankruptcy estate: challenging suspicious transactions of the debtor and holding the debtor's controlling parties liable for subsidiary liability. Ultimately, if the debtor has no assets left in Russia, the bankruptcy proceedings may end for creditors without their claims being satisfied, Uchitel noted. In his opinion, the only real chance for creditors to receive any payments is to reach an agreement with Oracle. "Otherwise, especially if Oracle has decided to permanently cease operations in Russia, the company may withdraw from the negotiations. It is clear that in the current geopolitical situation, any decisions of Russian courts will not be recognized and enforced in the West. The very fact that Oracle is participating in the negotiations may indicate that 'not all bridges have been burned yet,'" the lawyer said.

According to Anton Baturin, senior lawyer in the litigation and arbitration practice at EPAM Law Firm, Oracle's future position depends on the progress of Russian-American negotiations on lifting sanctions, whether the company plans to return to the Russian market, and whether the subsidiary liability ruling can be enforced abroad.

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