How Poroshenko’s Investment Bankers Got Stuck in a Russian Asset

ICU of Makar Paseniuk and Konstantin Stetsenko bought a large stake in Russian Burger King after Crimea and after the war in Donbas had begun. After 24 February 2022, the investment bankers announced they were exiting the asset. Four and a half years have passed — and no convincing public confirmation that this exit was actually completed has appeared.

Makar Paseniuk dislikes being called “Poroshenko’s investment banker.” In 2018 he separately explained to journalists that ICU had many clients and, if one wished, he could just as well be called the banker of a whole list of Ukrainian businessmen. Formally that is fair. But the nickname did not come out of nowhere: Paseniuk worked with Petro Poroshenko back when he was at ING, and later ICU together with Rothschild handled structuring the sale of Roshen and transferring the president’s stake into a blind trust.

However, one of ICU’s most curious investments was not in Ukraine and did not smell of chocolate. In February 2018 a Cyprus company linked to ICU, Xomeric Holdings, bought from a structure of the Russian state bank VTB another 16,62% of Burger King Russia. Before that it already owned 18,4%, so after the deal the stake grew to 35,02%, and Xomeric became the single largest shareholder of Russian Burger King. For the sold stake VTB received about 4,6 billion rubles — roughly $80 million at the then exchange rate.

The date matters especially here. This is 2018: Crimea had already been occupied for four years, war was raging in Donbas, the Russian-Ukrainian war had long been a fact. In other words, Ukrainian financiers did not discover a Russian asset in their portfolio by accident after the war began — they significantly increased investment in a Russian business already in the fifth year of the war, and they bought the stake from a Russian state bank.

From a financial standpoint the idea, however, looked quite rational. Russian Burger King’s revenue for 2017 rose by 35%, to 29,1 billion rubles, net profit increased ninefold, to 900 million, the chain was rapidly expanding, and VTB said it earned about 40% per year on its investment. A professional investor looks at that and sees not only Crimea and Donbas — they also see the IRR.

Here lies the first irony of the story. In 2018 Russian political risk could no longer be considered a “black swan”: the swan had been sitting on the table for four years, flapping its wings and occasionally firing. But the patty was profitable, so ICU took an extra helping. And the investment for a while indeed looked successful. Russian Burger King continued to grow, remained a large consumer business with an international brand, hundreds of restaurants, and a clear prospect of further value increase. The problem, as is often the case with Russia, was described by the traditional ‘buy in at one ruble, sell out at two’.

After the full-scale invasion on 24 February 2022 international companies’ presence in Russia instantly became a reputational problem. McDonald’s found the exit door fairly quickly. Burger King’s situation was more complicated: international Restaurant Brands International owned only 15% of the Russian joint venture and said it could not unilaterally close the franchise network. The company stopped corporate support of the business, halted new investments and announced its intent to sell its stake. ICU reacted no less promptly. In March 2022 the company announced it had decided to exit Burger King Russia and that the deal was already at the “final stage.” The wording made it sound as if the documents were on the table, the car had pulled up, just a couple signatures remained and the keys would be returned.

But the Russian burger turned out to have a surprising property: it did not want to let go of its owners. 2022 year passed, then most of 2023 passed, and in October BBC journalists again took interest in the fate of the Russian franchise. It turned out that ICU still owned about 35% of the business. The group had a new formulation: it was now at the “final stage of exit.” According to ICU, terms with the buyer had been agreed; the company claimed that after the full-scale invasion it was not participating in management, not investing money and not receiving dividends.

Corporate terminology evolved faster than the deal itself: in March 2022 it was the “final stage,” in October 2023 — the “final phase.” The difference between the two states was about nineteen months and the same 35% of shares.

Investment banking has many complex terms — due diligence, closing, escrow, lock-up, earn-out. But a “final stage lasting several years” deserves its own name. One could, for example, call it the Burger King exit.

Of course, selling Russian assets after 24 February was difficult. Sanctions, currency controls, Russian approvals, restrictions on capital repatriation and buyers’ desire to get the maximum discount turned many Western companies’ exits into a multiyear quest. But that’s precisely why ICU’s situation looks particularly amusing: this is not a shampoo manufacturer or an owner of a shoe store chain, but investment bankers — people who professionally earn money from understanding ownership structure, political risks, shareholders’ rights, liquidity and exit mechanisms.

Moreover, the risk did not arise suddenly in 2022. ICU had eight years’ worth of warning, and it bought the largest top-up to its stake in 2018. If back then Russian returns seemed more attractive than Russian risk, after 2022 it turned out that risk has an unpleasant feature: you can pay to enter it, but getting out is much harder.

The story could have ended with a normal sale, but that would have been too simple. In September 2025 the parent Burger King Russia (Cyprus) Ltd left Cyprus and was re-registered in the special administrative district of Kaliningrad region as MKOOO “BKR.” This structure continued to own virtually all of the Russian Burger King operator. And information about the owners of the new Russian holding ceased to be public.

As a result, we get an almost literary composition. In 2018 we know exactly who bought the stake: Xomeric, linked to a fund managed by ICU. We know the seller — the Russian state VTB. We know the size of the stake — 16,62%, the final share — 35,02%, even the price — 4,6 billion rubles. In 2022 ICU announces its exit. In the autumn of 2023 it turns out it still owns 35%, but is already at the “final stage.” In 2025 the holding moves directly to Russia, after which the names of its owners disappear from the public field.

And no equally clear final statement has appeared — to whom the shares were sold, when the closing took place and from which moment ICU definitively ceased to be the owner of Russian Burger King.

The funniest thing is that the asset felt quite fine all this time. While the owners searched for an exit for years, the locals continued buying Whoppers. In 2024 the revenue of Russian Burger King grew by another approximately 21%, to more than 90 billion rubles, and net profit exceeded 1,6 billion.

So Paseniuk and Stetsenko did not buy a bad business. They bought a good asset in a bad country, and they made the largest purchase at a time when the reasons to consider that country problematic were already written by “little green men” in Crimea and in blood in Donbas. For a while one could pretend political risk existed somewhere else, and EBITDA somewhere else. Until politics one day came directly into the Excel.

After that Russian Burger King turned into a classic burger without a handle for ICU. Until 2022 it was pleasant to hold: an international brand, a fast-growing chain, profit and prospects for capitalization growth. After 24 February it became indecent to hold, and it was hard to throw away. Thus professional financiers, who knew how to structure international deals, work with Roshen and explain investment risks to clients, unexpectedly became the protagonists of a fairly simple lesson: some risks are better to account for before they materialize.

Russian Burger King indeed had to be sold after 24 February 2022. But it would have been even more useful in 2018 to ask oneself: was it really worth buying in the first place?

The next piece will be dedicated to money laundering through the ICU platform https://www.online.icu

Source: ukrrudprom.com