The clock is ticking for the German online travel firm Unister, which filed for insolvency on Monday following the deaths of two co-founders in a plane crash last week.
After the bankruptcy of Unister subsidiary Urlaubstours, which gathers and markets package tours, it’s becoming ever more difficult for the insolvency administrator Lucas Flöther to stabilize the group's situation – and turn it over in its entirety to an investor.
Leipzig-based Unister is the financially struggling parent company of about 40 travel-related websites such as ab-in-den-urlaub.de and travel24.de and numbers among Germany’s largest holiday brokers. The company has about 1,100 employees.
Co-founders Thomas Wagner and Oliver Schilling were killed when their plane crashed in Slovenia on its way from Venice to Leipzig last week.
Unister has said Mr. Wagner traveled to Venice to find investors for the company. But 10,000 Swiss Francs found at the crash site have raised questions about the nature of his financial dealings.
Unister had a high double-digit number of potential investors. We have to examine these expressions of interest in the coming days. Then we can start a rapid process to select an investor. Lucas Flöther, Unister Administrator
Handelsblatt has obtained an email addressed to Mr. Wagner in which a financier offers the Unister managing director a €10 million ($11 million) loan from an Israeli diamond dealer.
The financier, Karsten K., describes extremely generous terms. For two years, the loan would be interest free and for the next eight years interest would rise to just 2.75 percent. The Israeli diamond dealer, Levy V., did not need collateral, according to the email.
Mr. Wagner was supposed to travel to Venice and pay Karsten K. €1 million. In exchange, Mr. Wagner would receive €2.5 million up front and the remaining €7.5 million would come later.
It's still unclear whether or not the email explains Mr. Wagner's Venice trip. What is clear is that Unister does not have an investor. A spokesman for Mr. Flöther, the insolvency administrator, said one conceivable alternative to finding an elusive investor would be a so-called transferred restructuring
This would involve the transfer of healthy assets to a rescue company that would ultimately have to be sold in order to pay off creditors with the proceeds. Contracts with third parties, however, would have to be renegotiated.
The spokesman cited an insolvency plan as another possibility. If employees and creditors agree to renounce part of the claims, Unister could be restructured in its entirety.
In certain circumstances, the debtors wouldn't even have to agree to such a plan. They include the heirs to the founders Mr. Wagner (39.43 percent of shares) and Mr. Schilling (10.33 percent).
The other Unister shareholders are Sebastian Gantzckow (18 percent), Daniel Kirchhof (16.9 percent), Christian Schilling (10.33 percent) and Opus Asset Management (5 percent).
Mr. Kirchhof was bitterly opposed to the company's decision to file for insolvency on Monday, and he has fought Mr. Flöther's search for a new investor. In the end, however, shareholders such as Mr. Kirchhof don't have much power at this point in the game.
"The rights of the shareholders are very restricted during insolvency," Mr. Flöther, the insolvency administrator, told Handelsblatt. "Fundamentally, the creditors have the only say."
In the first 24 hours after Unister filed for bankruptcy, “a high double-digit number of potential investors” established contact, Mr. Flöther told German business magazine WirtschaftsWoche. “We have to sort out and examine these expressions of interest in the coming days. Then we can start a rapid process to select an investor.”
The television broadcaster Pro Sieben Sat 1, which was rumored to have unsuccessfully negotiated for a stake in Unister in early 2015, said in response to an inquiry: “We always take a look at potential assets; but in the specific case of Unister, we cannot say anything.” Concert-ticket seller CTS Eventim, which had also signaled interest recently, were also reserved in reaction to an inquiry.
Insurance giant HanseMerkur is a creditor but not a potential buyer, Handelsblatt has learned. The Hamburg-based insurer is said to have injected €40 million into Unister with a loan that has been due since October.
In commercial terms, HanseMerkur kept its distance and let the settlement center Reisegarant, owned by its rival Generali, handle the travel insurance certificates that Unister's tour operator Urlaubstours handed over to customers.
Last year, HanseMerkur had its eyes on Unister's financial comparison portal Geld.de, whose purchase price would have been charged against the outstanding accounts. But the deal fell through. In the end, the website was sold to Wiesbaden-based financial services provider JDC.
In early 2015, Mr. Wagner developed a plan of first establishing Internet subsidiaries and then selling them for a profit, a plan similar to the model of Berlin-based startup incubator Rocket.
Mr. Wagner had already spun off Unister Travel. In addition, he established business unit Comparison for financial and insurance comparison websites such as Kredit.de and Versicherungen.de. A third unit, Ventures, includes capital-intensive startups and joint ventures such as Shopping.de.
The individual firm Unister Travel Retail had revenues of €81 million and profits of €24 million in 2014, according to figures published a few days ago in the German Federal Gazette.
Unister Travel Betriebsgesellschaft reported revenues of €21 million and profits of €19 million. And in the first nine months of 2015, the publicly listed subsidiary Travel24 had €12 million in revenues and profits of €400,000.
The figures don’t reveal whether these financial successes were at the expense of other Unister firms. No consolidated financial statement exists.
"There was massive over-indebtedness," a source familiar with Unister's business practices told Handelsblatt on condition of anonymity.
"Money was constantly being taken from the firms that had cash, and it was happening without any legal foundation," the source said. "It was total chaos."
Subsidiaries from the non-travel sector were closely intertwined with Unister Travel. For example, Ad Up Technology AG sees to it that online advertising appears on Internet pages – especially on its own.
Moreover, Unister Travel is burdened with high marketing costs – especially for Google and television advertising. Insolvency administrator Mr. Flöther announced that contracts with such prominent figures as soccer star Michael Ballack are being reappraised.
Buyers of so-called gray-market airline tickets, which are booked via such subsidiary portals as ab-in-den-urlaub.de, have no grounds for worry, Mr. Flöther said. Tour operators that make their own remaining seats available on Unister websites have always received customers' money on time.
Mr. Flöther said “external ticket wholesalers” that aren’t affected by the insolvency are responsible for money collection, not Unister.
Christoph Schlautmann covers the logistics and waste management sectors for Handelsblatt. To contact the author: [email protected]