The

The owners of Vedomosti – Demyan Kudryavtsev and his partners – announced their intention to sell the publication to the general director of the publishing house Nasha Versiya Konstantin Zyatkov and managing director of Arbat Capital Alexei Golubovich on March 17. Customers immediately gained access to Vedomosti management. But the deal has not yet taken place, and Golubovich even managed to announce his withdrawal. Why is it so dragging on? Perhaps the reason for this is the gigantic debts of Vedomosti and its shareholder.

The founder of the publication is Business News Media JSC (BNM). The company’s revenue, as follows from the data of “SPARK-Interfax”, the last few years ranges from 750 million rubles. up to 865 million rubles., in 2014-2018. net profit was only once, in 2016 – 56 million rubles. According to management reporting, Vedomosti was also profitable in 2018 and remained profitable in 2019, said BNM General Director Gleb Prozorov.

According to BNM documents that Vedomosti reviewed, now the company’s debts amount to 810 million rubles. The debts arose due to the obligatory license payments of Vedomosti to shareholders – Pearson, Dow Jones and Sanoma: annually the publication was obliged to transfer to them a total of 18% of the proceeds. In 2009, as a result of the global economic crisis, Vedomosti’s advertising revenue plummeted, but shareholders refused to lower the next payment, declaring it to be a debt in return, a person close to the company said. After the sale of Vedomosti, the publisher owed this money to the new owners – this is a large part of the current debt of the BNM.

But these debts are just the tip of the iceberg. The sole shareholder of Business News Media is Arkan Investment JSC. In turn, the founder of Vedomosti was and remains her only asset. Debt of Arkan Investment at the end of 2018, according to SPARK-Interfax, amounted to 2.4 billion rubles. (30.2 million euros at the Central Bank rate as of December 31). Medusa, citing a source, writes that at the end of last year this figure was 2 billion rubles. This is the money owned by Rosneft’s RRDB bank, Medusa writes. They reached Arkan Investment through a laying company – Constanta LLC.

Last September, the newspaper Vedomosti celebrated its 20th anniversary. It was created on a parity basis by three foreign companies: Independent Media of the Dutch Derk Sauer, and the publishers of the Financial Times and The Wall Street Journal – the British Pearson and the American Dow Jones. “Vedomosti” they owned through the Cyprus Delovoi Standart Ltd.

In 2005, Sauer sold Independent Media with all the assets of the Finnish company Sanoma for 142 million euros. Together with 33.3% in Vedomosti, she got the newspaper The Moscow Times, as well as Russian-language versions of the magazines Cosmopolitan, Esquire, Harvard Business Review, Men’s Health, National Geographic and so on.

After 10 years, Sanoma left Russia. At the beginning of 2015, part of its assets, including a stake in Vedomosti, was acquired by former associate of Boris Berezovsky and general director of the publishing house Kommersant Demyan Kudryavtsev.

And at the end of the year, FT with WSJ were also forced to put up their shares for sale. The fact is that in the fall of 2015, a law was passed in Russia that prohibited foreigners from owning more than 20% of the media in 2016. The same restriction applied to persons with dual citizenship.

These packages also went to Kudryavtsev. He involved his partners in the purchase – a former employee of the Russian Embassy in London Vladimir Voronov and a former top manager of News Corp. Rupert Murdoch – Martin Pompadour. In addition to shares in Delovoi Standart Ltd. partners redeemed and debt “Vedomosti” to pay royalties.

The whole deal cost Kudryavtsev and partners 10 million euros, Medusa writes. The publication cites documents for the transaction with Sanoma, according to which the share of the Finnish company and the debts of Vedomosti to it were estimated at 5.157 million euros: 33.3% Delovoi Standart – at 2.677 million euros, rights of claim – at 2.47 million euros. Vedomosti also familiarized themselves with these documents. From the figures given in them, it follows that Sanoma sold debts at a discount of 25%.

FT and WSJ had to leave Russia in a big hurry, so they sold cheaper than Sanoma. FT and WSJ received 0.5 million euros each for their shares, and they sold the claim for 6.7 million euros at a 40% discount, that is, for 4 million euros, Medusa writes citing its sources.

Since none of the three buyers met the criteria of the law on limiting the shares of foreigners in the media, Delovoi Standart was issued for Kudryavtsev’s wife, Yana Mosel-Kudryavtseva.

However, the law also prohibited the ownership of Russian media through companies in foreign jurisdictions. Therefore, in February 2016, Delovoi Standart sold all 100% of BNM to another Mosel-Kudryavtseva company – Arkan Investment JSC.

That’s just a technical deal it can not be called. Indeed, Arkan paid almost 2.5 times more for BNM shares than they cost partners – 24.2 million euros. The transaction amount is given in the 2015 Delovoi Standart report.

Arkan Investment was established in the fall of 2015. As follows from the company’s reporting, in 2016 it attracted loans worth 2.6 billion rubles, of which 1.74 billion rubles. spent on “the acquisition of shares (shares).” Apparently, we are talking about buying BNM, since Arkan Investment did not have any assets other than the Vedomosti publisher. However, at the exchange rate on February 19, 2016 – the day of the transaction – this is only 20.7 million euros.

General Director of Arkan Investment Alexander Karpov did not say where the company had raised such an amount from.

Kudryavtsev and Voronov did not comment on how Arkan Investment had a debt.

Forbes, citing a source, reports how this situation was described to potential Vedomosti buyers: Gazprombank issued a loan to Arkan for the purchase of BNM shares in 2016 through a laying company. A year later, in 2017, this debt was purchased by the company Constanta. She, in turn, received a loan at RRDB for 28 million euros. More than 70% of the bank’s shares are owned by Rosneft’s subsidiaries.

Journalists of Medusa, Forbes, The Bell and Vedomosti managed to find confirmation of the loans received. On the eve of the purchase of BNM shares on February 17, 2016, Arkan opened three accounts with Gazprombank and closed them on April 20, 2018. It was on this day that the agreement on donating Mosel-Kudryavtseva’s shares of Arkan investment to Voronova’s niece, Ivetta Voronova, dates. Vedomosti got acquainted with a copy of the document.

Voronova is 33 years old. As you can see from her Facebook profile, she graduated from MGIMO and works on TNT. Voronova has confirmed Forbes that she is the owner of Arkan Investment.

The “Constant” itself was created in April 2017, it follows from the data of “SPARK-Interfax”. From the cash flow statement of Constanta, it follows that in 2017 the company received a loan of 1.85 billion rubles. (28.5 million euros at the exchange rate on June 20) and spent 1.79 billion rubles on the purchase of certain debt instruments. (EUR 26 million at the exchange rate at the reporting date – December 31, 2017). At the same time, the ownership rights of Constant LLC itself have been pledged by the RRDB bank since June 20, 2017, as indicated in SPARK-Interfax. It also says that the loan was issued for 12 years – until 2029.

In turn, Arkan Investment shares are pledged to Constanta, as indicated in the donation agreement 100% Arkan Investment between Mosel-Kudryavtseva and Voronova.

The declared profile of Constanta’s activity is oil and natural gas production services. But the company does not conduct real activities, but is registered in the apartment. The owner and CEO Igor Lavrukhin refused to say anything to Vedomosti about the RRDB loan and Arkan’s debt.

Moreover, the publisher of Vedomosti is not subject to encumbrances. Arkan Investment CEO Alexander Karpov told Forbes that the BNM shares “were not pledged and were never pledged to anyone or otherwise encumbered. This can be confirmed by the management of the company itself. ” BNM General Director Gleb Prozorov told Meduza that the company “has no documents” indicating that its shares were pledged.

Representatives of Gazprombank and RRDB did not respond to a request from Vedomosti for loans to Arkan Investment and Constanta LLC.

A source close to the sellers confirmed that in 2015 a significantly lower amount was paid for the Vedomosti publisher and its debts than what was reflected at the next sale of the asset in 2016. Initially, it was about 13 million euros, he said interlocutor of Vedomosti.

He explains the increase in the value of the asset to EUR 24.2 million by the fact that in the first transaction, the cost of Vedomosti was negatively affected by royalties in favor of previous shareholders. After the sale of Vedomosti, they continued to use FT and WSJ content for some time, but new payments were much less and taking into account this, the value of the asset during the next sale increased significantly.

An expert from one of the international rating agencies says that the reference to the sale of an asset for a certain price indicates that there has been a transfer of ownership and the asset has been valued precisely for this amount. But sellers could still not receive money at that time, if, for example, settlements on a transaction are carried out with a delay. In addition, payment can be made not only in money, but also with other assets held by the buyer.

In 2017, the Delovoi Standart was eliminated. There was no receivable for payment of shares of Business News Media at that time, says a person who saw the company’s statements.

A person close to Vedomosti sellers confirms that Arkan Investment borrowed money from banks. In 2016, it attracted approximately 25 million euros from Gazprombank. Kudryavtsev helped in this with his longtime acquaintance and partner in other projects – the owner of Sibanthracite, Dmitry Bosov. (May 6, 2020, Bosov committed suicide). According to the Vedomosti interlocutor, at the request of Bosov, a loan from Arkan Investment was granted by Konstanta, an affiliate with him, who, in turn, took them to RRDB, and the debt to Gazprombank was repaid.

At the same time, loans were in no way connected with Vedomosti. Kudryavtsev and his partners were sure that they needed to expand the media business. Gazprombank’s loan was just attracted for a joint acquisition of Premium Publishing with Bosov, Vedomosti’s interlocutor continues. This publishing house publishes the Cosmopolitan, Home Hearth, Esquire, Grazia, and other magazines in Russia. Previously, along with Vedomosti, they were part of the Sanoma Independent Media. But it was not possible to agree on the purchase of these assets. In parallel, Kudryavtsev and Bosov had other ideas on how to expand this business, and Arkan Investment issued loans to several potentially interesting projects. But by 2019, it became clear that political pressure on the media in Russia is growing more and more, media advertising revenues are rapidly declining, and digital projects are not gaining revenue fast enough. It became clear that expanding the business does not work, said the source of Vedomosti.

An acquaintance of Bosov says that the businessman really helped Kudryavtsev buy Vedomosti. Before that, they were partners in many projects. But Bosov did not participate directly in the project with Vedomosti, but gave money and helped administratively – to agree with someone, to put in a word for Kudryavtsev somewhere.

The interlocutor of Vedomosti does not know the details of attracting loans from Gazprombank and RRDB. He only points out that Constant LLC is not Bosov’s company. It was planned to repay Gazprombank’s loan quickly – “comb the newspaper and sell it for election” by the Russian president in March 2018. Not the best financial performance of the publication bothered anyone. They were going to sell for “political influence,” said the source of Vedomosti. No one “evaluates EBITDA of such assets.”

Another option was to create a media holding, buy glossy magazines, and create television channels. Bosov wanted to do a multidisciplinary media holding in order to sell it later.

Bosov’s representative declined to comment.

The main question in this story is: can Rosneft, through a RRDB loan, influence the editorial policy of Vedomosti?

The Bell found a businessman who, about a year and a half ago, was offered, in fact, take control of Vedomosti. According to him, the negotiations were conducted by “a high-ranking person from Sechin’s entourage.” It was about replacing Kudryavtsev with another nominal owner in exchange for managing and establishing control over the editorial board. But there was no continuation of negotiations, says The Bell’s source.

Another media manager even discussed the possible acquisition of Vedomosti with Rosneft spokesman Mikhail Leontyev, a mutual friend told The Bell. Leontyev was directly involved in the selection of a new acting the editor-in-chief during the negotiations Kudryavtsev about the deal with Golubovich and Zyatkov, said a friend of one of the participants in these negotiations.

Actions appointed at the end of March, acting Vedomosti chief editor Andrei Shmarov indirectly confirm this version. The first two scandals provoked by him in the editorial office are precisely connected with Rosneft. First, he secretly from the authors replaced the title of the article about the transaction with Rosneft’s assets with the opposite in meaning, and soon removed from the website the already published column of the Vedomosti’s permanent author, economist Konstantin Sonin, criticizing the actions of the head of Rosneft Igor Sechin. A little later, he tried to ban the editorial office from mentioning the Levada sociological service, citing dissatisfaction with the presidential administration.

For several years, while Kudryavtsev and partners controlled Vedomosti, the editorial office was faced with only one incident related to the coverage of Rosneft. At the end of August 2017, Rosneft won a lawsuit against AFK Sistema to return 136 billion rubles. losses caused by the Vladimir Evtushenkov Bashneft Corporation. A month after the court decision, a column of Professor Nikita Krichevsky was published on the Vedomosti website, where he cited arguments in favor of such a verdict. Ilya Bulavinov, the editor-in-chief of Vedomosti, published this column, despite the objections of Andrei Sinitsyn, editor of the specialized Opinion department. He quit in protest.

Earlier, in 2016, Vedomosti published an investigation into Igor Sechin’s new home in Barvikha. He considered this a violation of privacy, filed a lawsuit against Vedomosti and won. In subsequent years, Vedomosti repeatedly published critical columns about Rosneft, and reporters writing about the oil industry did not receive any instructions from the editors about a “special attitude” to the state-owned company.

“After the courts of Vedomosti with this famous corporation, depriving me of citizenship [России в 2017 г.] and now actually squeezing out of the country suspect me of conspiracy with these people [из «Роснефти»] simply ridiculous, ”Kudryavtsev told Vedomosti. “I think they always wanted to eat Vedomosti, but before you eat something, you must first stop drinking.” Kudryavtsev also assures that he and partners never did anything that would create risks for the editorial independence of Vedomosti, among other things, they did not do anything that would foreclose on shares of Business News Media.

Leontiev told The Bell when asked about the sale of Vedomosti and the appointment of Shmarov, acting the chief editor, that he had nothing to do with it.

“In the president’s administration, neither the deal with Vedomosti, nor, moreover, Shmarov’s choice as acting chief editor, was agreed upon by anyone,” a source in the Russian presidential administration informed Meduza about this situation.

The article was prepared with the participation of Forbes, The Bell and Medusa journalists.