SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
December 18, 2018
Schiphol Boulevard 165
1118 BG Schiphol
+31 (0)20 206 6970
(Address, Including ZIP Code, and Telephone Number,
Including Area Code, of Registrant's Principal Executive Offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F X Form 40-F ___
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ____
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ____
On December 18, 2018, Yandex N.V. announced that its principal Russian operating subsidiary, Yandex LLC (“Yandex”), has entered into a transaction for the purchase of a property site at 15 Kosygina Street, Moscow, Russia (the “Kosygina Site”). Furnished as Exhibit 99.1 to this Report on Form 6-K is a press release of the Company, dated December 18, 2018, announcing the planned new headquarters campus.
The Kosygina Site is currently principally occupied by the Korston Hotel and is located near the Palace of Pioneers and Moscow State University. The Kosygina Site consists of an aggregate of approximately 4 hectares of land space.
In connection with the planned acquisition of the Kosygina Site, Yandex, directly and indirectly, has entered into a series of agreements with Orlenok Hotel Complex OJSC, the owner of the principal facility on the Kosygina Site, as well as a number of additional owners of smaller adjacent facilities and lease rights to the land. Yandex intends to acquire the rights to the land, buildings and fixtures, including the underlying long-term land leases from the Moscow City government related to the land plot. More than 90% of the land plot is currently leased by Orlenok Hotel Complex OJSC and is subject to a mortgage in connection with a credit facility agreement with VTB Bank (PJSC), which will be repaid and released in connection with the acquisition.
The total aggregate acquisition cost of the Kosygina Site will be approximately US$145 million (exclusive of 18% VAT). The transaction agreements contain representations, warranties and undertakings customary for a transaction of this nature, including a condition that all purchases and sales of individual facilities be completed simultaneously, as well as a condition that appropriate additional governmental approvals and permits be obtained. Pursuant to local governmental process, Yandex is not permitted to make any public disclosure of its specific development plans, including timing and costs, until that approval process has been completed. Following approval, Yandex will update the market on the full development plans, including anticipated timing and costs. Yandex anticipates that the new headquarters complex will allow for growth in the medium-term.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: December 18, 2018By: /s/Greg Abovsky
Chief Operating Officer and Chief Financial Officer
INDEX TO EXHIBITS
Press release of the Company, dated December 18, 2018, announcing Yandex’s planned new headquarters campus.
Yandex to Acquire a Property Site for its New Moscow Headquarters
MOSCOW and AMSTERDAM, the Netherlands, Dec 18, 2018 -- Yandex (NASDAQ:YNDX), a technology company that builds intelligent products and services powered by machine learning, today announced that it has entered into binding agreements for the purchase of rights to a land plot of approximately 4 hectares situated at 15 Kosygina Street, Moscow, Russia (the “Kosygina Site”), subject to further approvals by the Moscow City Government. Currently, the Kosygina Site is principally occupied by the Korston Hotel. The total acquisition cost of the Kosygina Site will be approximately US$145 million (exclusive of 18% VAT).
"We are very excited with the opportunity to create our own campus in the heart of Moscow, in close proximity to the science and educational cluster of Russia. We believe it will allow us to continue attracting new talent, help us grow, scale and invent new products and services for our users," says Arkady Volozh, Chief Executive Officer of Yandex. "From a financial perspective, we think that the transaction is an effective use of capital and a prudent approach to managing our operating expenses in the longer term."
In connection with the planned acquisition of the Kosygina Site, Yandex has entered into a series of agreements with Orlenok Hotel Complex OJSC, the owner of the principal facility on the Kosygina Site, as well as a number of additional owners of smaller adjacent facilities. The closing of the site acquisition remains subject to certain conditions, including required regulatory approvals and actions, and is anticipated to occur in the near term.
Following completion of the site acquisition, Yandex intends to develop its headquarters design proposal for the site. Yandex will provide updates on the anticipated timing and expenses, related to the project development after the required approvals for the finalized project are obtained. The site acquisition will be incremental to the group’s capital expenditure plans. The one-off impact will be immediately recorded in the group’s financials at the closing of the deal.
As of December 18, 2018, Yandex’s principal Russian operating subsidiary currently has lease agreements for approximately 88,000 square meters in two office centers in Moscow. This includes approximately 61,000 square meters in the Krasnaya Roza office complex, which serves as the group headquarters, under a lease denominated in U.S. dollars and an additional 27,000 square meters in the Aurora business park, under a lease denominated in rubles. Both lease agreements expire on December 31, 2021. Currently, approximately 6,500 employees work in the group’s offices in Moscow. For the first nine months of 2018, the group’s aggregate lease expenses in Moscow represented 340 basis points of the group’s adjusted EBITDA margin.
Yandex is being advised by White & Case, acting as legal advisor, and the investment banking division of VTB Capital, acting as financial advisor in connection with the deal. Cushman & Wakefield was acting as real estate advisor to the group in connection with reviewing strategic real-estate alternatives.
Yandex (NASDAQ:YNDX) is a technology company that builds intelligent products and services powered by machine learning. Our goal is to help consumers and businesses better navigate the online and offline world. Since 1997, we have delivered world-class, locally relevant search and information services. Additionally, we have developed market-leading on-demand transportation
services, navigation products, and other mobile applications for millions of consumers across the globe. Yandex, which has 30 offices worldwide, has been listed on the NASDAQ since 2011.
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