How «TetisAralGas» Sold Its Collateral Assets to an Affiliated Company

When a company finds itself in debt, it has two options: a long and painful one or a fast and risky one. LLP «TetisAralGas» chose the second option

The company was unable to repay a loan from Bank RBK for a number of reasons, despite it being secured by collateral. The story that follows looks like an ordinary dispute with a private bailiff, at least on paper. In reality, however, it resembles an attempt to carry out a transaction using a classic «wild 1990s» scheme: undervalued appraisal, affiliated buyer , rapid formalization, legalization of the deal through the courts.

The available documents show that courts at all levels identified in the company’s actions not just isolated errors, but a pattern characteristic of schemes designed to remove assets from enforcement.

How do banks deal with debtors?

To avoid impairing their financial statements due to «toxic» loans — when borrowers stop making payments on time — banks establish special financial subsidiaries to which they transfer problematic assets. Bank RBK also set up such a company. It is called LLP «Special Financial Company DSFK», and it is intended to pursue legal action against debtors, manage collateral, and, if necessary, restructure debts. There are many methods, but the goal is the same — to recover the money owed by the debtor. Eventually, the debt of LLP «Eurasia Gas Group» obtained for «TetisAralGas», and secured by collateral, was transferred there.

In 2020, the Supreme Court of the Republic of Kazakhstan approved a mediation agreement concluded on December 24, 2019, between DSFK, LLP «Eurasia Gas Group», LLP «TetisAralGas», LLP «Aral Oil Terminal», and several individuals. Under the terms of the agreement, «TetisAralGas» is required to make a one-time payment to the claimant in a single installment of 1,434,692,762 tenge within 10 business days of signing. However, this amount represents only part of the outstanding debt. An additional debt of 4.719 billion tenge remains outstanding and has not been repaid, thereby giving the creditor the right to foreclose on the collateral. The assets involved are substantial: gas pipelines, compressor stations, and buildings.

Since the remaining funds were never received by DSFK, a private bailiff, T. Ebuov, initiated enforcement proceedings against LLP «TetisAralGas» five years later, on December 22, 2025, through an official order. The company then requested permission to independently sell the pledged collateral, stating that there was a potential buyer. Since this did not contradict the law, the bailiff granted the request for the independent sale of the assets.

A billion-dollar deal in a single day

After obtaining permission, the company launched unprecedented activity and, within just one (!) business day:

1. Acquired a report from LLP «Association of Independent Experts and Appraisers», according to which the pledged property was valued not at 1.43 billion tenge, as fixed in the settlement agreement, but at only 1.067 billion tenge.
2. Entered into a sale-and-purchase agreement for this property with an affiliated LLP «KulBas» for 1.076 billion tenge (according to eGov data, both companies share the same founder — TETHYS KAZAKHSTAN S.A. — and the same director, Mukushev Daniyar Kanatovich).
3. Requested that the private bailiff terminate the enforcement proceedings and remove the encumbrances from the collateral.
4. At the same time, it requested that the documents be submitted to the registering authorities for registration of the sale and purchase transaction.

Such coordination between the debtor, the appraiser, the notary, and the lawyers usually occurs when a transaction has been carefully prepared in advance, and there is an urgent need to move assets before the creditor intervenes.

Later, the court that reviewed the transaction identified numerous violations. First, the valuation of the pledged property in the case of its independent sale was required to be carried out by an appraiser appointed by the private bailiff, rather than one chosen by the debtor. Second, the creditor, DSFK, was not informed of the reduced valuation before the conclusion of the sale and purchase agreement. Moreover, the creditor stated that it had received purchase offers for the property amounting to 2.2 billion tenge.

And finally, the valuation was lower than the one specified in the 2020 mediation agreement. In other words, the valuation is not merely disputable, it is a tool enabling the sale of the property to an affiliated company at a predetermined price set by a friendly appraiser.

Who benefits from such a price? Certainly not the creditor.

A litigation marathon

Therefore, on January 26, the private bailiff, Ebuov, refused to terminate the enforcement proceedings and returned the funds to LLP KulBas. Acting strictly in accordance with the law, LLP TetisAralGas subsequently filed a lawsuit against the bailiff, seeking to challenge his actions.

Courts at all levels found that the valuation was unlawful, that legal procedures had been violated, and that the transaction price was below the value established by the court. Overall, this appears to be an attempt by TetisAralGas to legitimize a questionable transaction through judicial mechanisms.

On May 5, 2026, the Judicial Panel for Administrative Cases of the Aktobe Regional Court upheld the lower court’s decision, leaving it unchanged, and dismissed the appeals filed by LLP TetisAralGas and LLP Kul-Bas. The appellate court’s ruling entered into force on the date of its announcement.

And this is a good time to take a closer look at the company that executed a sophisticated scheme within a single day. LLP TetisAralGas is a Kazakh subsidiary of the international group Tethys Petroleum Limited, registered in the virtually tax-free jurisdiction of the Cayman Islands. The company has been operating in Kazakhstan since the early 2000s and is the operator of gas and oil production projects in fields in the Aktobe Region.

According to public reports, between 2016 and 2018, Tethys Petroleum faced a decline in production at its oil and gas fields, alongside a drop in gas prices, which led to an increase in its debt burden. In 2017, the company was on the verge of bankruptcy, was forced to enter bankruptcy protection proceedings, and had to sell drilling rigs to partially settle its debts with creditors. And then, unexpectedly, a miraculous rescue arrived! However, that is another story, which we will cover in the next article.

Photo: depositphotos.com.

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