Business
Yandex Agrees Indicative Terms for Purchase of Convertible Notes Following Amendment of Convertible Notes Terms
MOSCOW, RUSSIA and AMSTERDAM, NETHERLANDS / ACCESSWIRE / June 10, 2022 / Yandex N.V. ("Yandex"), a Dutch public limited company and the parent company of one
About this update from Nebius Group N.v.
[{"type":"text","content":"MOSCOW, RUSSIA and AMSTERDAM, NETHERLANDS / ACCESSWIRE / June 10, 2022 / Yandex N.V. (\"Yandex\"), a Dutch public limited company and the parent company of one of Europe's largest internet businesses, has announced that the terms of its $1.25 billion 0.75% Convertible Notes due 2025 (the \"Notes\") have been amended and that it has agreed terms with the steering committee of an ad hoc group of noteholders (the \"Ad Hoc Group\") for the purchase by Yandex and its subsidiary of Notes from participating noteholders (the \"Purchase\"). The Ad Hoc Group is being advised by Weil, Gotshal & Manges (London) LLP and Houlihan Lokey EMEA LLP.The indicative terms of the Purchase provide for a purchase price of $140,000 in cash and 957 Yandex Class A shares for each $200,000 in principal amount of Notes purchased (the \"Purchase Price\").Yandex will use its commercially reasonable efforts to deliver the share consideration following the closing of the Purchase when it is permissible for the relevant shares to be delivered and received under applicable laws and regulations.The Yandex group intends to fund the cash component of the Purchase Price primarily by means of a commercial loan in compliance with Russian, United States, United Kingdom, European Union and United Nations laws and regulations.Yandex intends to implement the Purchase by way of one or more agreements with participating noteholders (each, a \"Purchase Agreement\"). Yandex expects that each Purchase Agreements will be subject to certain conditions precedent, including the agreement of all definitive documentation required to implement the Purchase, that all necessary authorisations and government approvals will have been obtained for the Purchase and that the consummation of the Purchase will not conflict with any applicable law or regulation. Yandex intends to surrender any Notes purchased by it pursuant to the Purchase to the Principal Paying, Transfer and Conversion Agent for the Notes for cancellation in accordance with the terms and conditions of the Notes (the \"Conditions\"). The majority of such cancellations are expected to take place immediately after completion of the Purchase, with the remainder taking place when it is permissible to do so in accordance with applicable laws and regulations.Noteholders holding not less than 75% of the aggregate principal amount of ...