Banijay Group S.A.S. (“Banijay”) today announced the launch of a €2.373 billion (equivalent) financing through Banijay, Banijay Entertainment S.A.S. and Banijay Group US Holding, Inc., subject to market and other conditions.
The financing package comprises:
- €525 million senior secured notes due 2025 (the “Euro Senior Secured Notes”);
- $363 million senior secured notes due 2025 (the “Dollar Senior Secured Notes”);
- €400 million senior notes due 2026 (the “Senior Notes” and together with the Euro Senior Secured Notes and Dollar Senior Secured Notes, the “Notes”);
- €953 million (equivalent) term loan B facilities in a combination of euros and dollars (the “Senior Facilities”); and
- €170 million (equivalent) multicurrency Revolving Credit Facility, of which €75 million (equivalent) would be available prior to the closing of the acquisition of the Endemol Shine group (the “Endemol Shine Acquisition”).
The proceeds of the financing will be used in a two-step financing transaction.
On the date of issuance of the Notes, the proceeds of the Euro Senior Secured Notes will be used to (i) redeem Banijay’s existing senior secured notes due 2022, (ii) repay in full Banijay’s existing senior credit facilities, (iii) refinance the consideration payable for the previously announced acquisition of The Natural Studios Limited, (iv) fund cash on balance sheet, which is intended to be used as part of the financing of the Endemol Shine Acquisition, and (v) pay fees and expenses in connection with the refinancing.
On the date of completion of the Endemol Shine Acquisition, the proceeds of the Dollar Senior Secured Notes and the Senior Notes, together with equity contributed by certain of Banijay’s shareholders, amounts drawn under the Senior Facilities and the portion of the cash proceeds of the offering of the Euro Senior Secured Notes remaining on balance sheet, to (i) acquirethe Endemol Shine group, (ii) refinance certain existing indebtedness of the Endemol Shine group and (iii) pay the fees and expenses incurred in connection with the transactions.
The consummation of the Endemol Shine Acquisition is subject to the satisfaction of certain conditions, including clearance by the antitrust authorities.
Concurrent with the launch of the financing, Banijay is also issuing a conditional redemption notice for the redemption of its existing senior secured notes due 2022.
This press release does not constitute an offer to sell or the solicitation of an offer to buy the Notes or any other security in any jurisdiction and shall, in any circumstance, not constitute an offer, solicitation or sale in the United States or in any jurisdiction in which, or to any persons to whom, such offering, solicitation or sale would be unlawful. The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or any U.S. state securities laws, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state and local securities laws. Accordingly, the Notes are being offered and sold in the United States only to (i) qualified institutional buyers in accordance with Rule 144A under the Securities Act and (ii) to non-U.S. persons outside the United States in offshore transactions in accordance with Regulation S under the Securities Act.
No action has been, or will be, taken in any jurisdiction (including the United States) by Banijay and Banijay Entertainment S.A.S. (together, the “Issuers”) that would result in a public offering of the Notes or the possession, circulation or distribution of any offering memorandum or any other material relating to the Issuers or the Notes in any jurisdiction where action for such purpose is required.
Promotion of the Notes in the United Kingdom is restricted by the Financial Services and Markets Act 2000 (the “FSMA”), and accordingly, the Notes are not being promoted to the general public in the United Kingdom. This press release is for distribution only to, and is directed solely at persons who (i) have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”), (ii) are high net worth entities falling within Article 49(2) of the Order, or (iii) are persons to whom an invitation or inducement to engage in investment activity within the meaning of section 21 of the FSMA in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as “relevant persons”). This press release is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this press release relates is available only to relevant persons and will be engaged in only with relevant persons.
The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area (“EEA”). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”); or (ii) a customer within the meaning of Directive (EU) 2016/97, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in the Prospectus Regulation. Consequently, no key information document required by Regulation (EU) No 1286/2014 (as amended, the “PRIIPs Regulation”) for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.
In addition, if and to the extent that this press release is communicated in, or the offer of securities to which it relates is made in, any EEA member state, this press release and the offering of any securities described herein are only addressed to and directed at persons in that member state who are “qualified investors” within the meaning of the Prospectus Regulation or in any other circumstances falling within Article 3(2) of the Prospectus Regulation (or who are other persons to whom the offer may lawfully be addressed) and must not be acted on or relied on by other persons in that member state. The offer and sale of the Notes will be made pursuant to an exception under the Prospectus Regulation from the requirement to produce a prospectus for offers of securities. This press release does not constitute a prospectus within the meaning of the Prospectus Regulation or an offer to the public.
The distribution of this press release into certain jurisdictions may be restricted by law. Persons into whose possession this press release comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. This press release is not for distribution in Canada, Japan or Australia. The information in this press release does not constitute an offer of securities for sale in Canada, Japan or Australia.
In connection with the issuance of the Notes, one or more stabilizing managers (or any person acting on behalf of any such stabilizing manager) may over-allot Notes or effect transactions with a view to supporting the market price of the Notes at a level higher than that which might otherwise prevail. However, there is no assurance that any stabilizing manager (or any person acting on behalf of any stabilizing manager) will undertake stabilization action. Any stabilization action may begin on or after the date on which adequate public disclosure of the terms of the offer of the Notes is made and, if begun, may be ended at any time, but it must end no later than the earlier of 30 days after the issue date of the Notes and 60 days after the date of the allotment of the Notes. Any stabilization action or over-allotment must be conducted by any such stabilizing manager (or person acting on behalf of any such stabilizing manager) in accordance with all applicable laws and rules.
Neither the content of Banijay’s website nor any website accessible by hyperlinks on Banijay’s website is incorporated in, or forms part of, this press release. No money, securities or other consideration is being solicited or offered, and, if sent in response to the information contained herein, will not be accepted.
This press release may include projections and other “forward-looking” statements within the meaning of applicable securities laws. Forward-looking statements are based on current expectations and involve a number of known and unknown risks, uncertainties and other factors that could cause the results of Banijay or its industries’ actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. You should not place undue reliance on forward-looking statements and Banijay does not undertake publicly to update or revise any forward-looking statement that may be made herein, whether as a result of new information, future events or otherwise.
MiFID II (ECPs and Professional Clients only) – Manufacturer target market (MIFID II product governance) is eligible counterparties and professional clients (all distribution channels). No PRIIPs key information document (KID) has been prepared as the Notes are not available to any retail investor in the EEA.