Comments Off on Banijay Completes Landmark Deal to Acquire Endemol Shine Group
Banijay today announced the completion of the acquisition of Endemol Shine Group, previously co-owned by The Walt Disney Company (NYSE:DIS) and funds managed by affiliates of Apollo Global Management, Inc. (NYSE: APO). The closed deal, which has been successfully approved by the relevant regulators worldwide in consultation with relevant employee representative bodies, sees the French-headquartered group scale up significantly to approximately 200 entities across 22 countries.
The deal makes Banijay the largest international content producer and distributor, ramping up its distribution division, Banijay Rights, and building a catalogue of over 88,000 hours of multi-genre premium entertainment brands. Cementing a collective of the world’s best creative entrepreneurs and an abundance of first-class and new and innovative IP, the business, which retains its name, will act as a go-to for clients across all territories and genres. Total pro-forma revenue of the combined group for 2019 reached approximately €2.7 billion.
As of today, Banijay represents a number of the world’s biggest brands and global formats including Survivor, Big Brother, Peaky Blinders, Temptation Island, MasterChef, Wallander, The Kardashians, Mr Bean, The Wall, Hunted, Black Mirror, Extreme Makeover: Home Edition and Deal or No Deal.
The combined group will be led by Chief Executive Officer, Marco Bassetti, with Sophie Turner Laing stepping down from her role as Chief Executive Officer of Endemol Shine Group. Turner Laing’s final day will be Friday 10thJuly.
Marco Bassetti, Chief Executive Officer, Banijay comments: “The close of this unique deal represents the joining of two businesses built on entrepreneurialism, creativity and people. Aligned in thinking, and approach, we now stand together as the world’s largest international content creation and distribution group. Expanding our catalogue and investment in high-quality, multi-genre IP, extending our footprint significantly, and welcoming a number of new world-class creatives, we hope to become a go-to for clients, and home for the best talent to create the most innovative and fresh scripted and non-scripted programming. With newfound scale and increased strength in the industry, we are excited by the path ahead. I’d like to finish by thanking Sophie for her ongoing support and hard work in such a challenging year.”
Sophie Turner Laing, Chief Executive Officer, Endemol Shine Group comments: “This deal bookmarks a creatively rich, commercially successful and relentlessly prolific five and a half years as Endemol Shine Group. It has been a real privilege and honour to lead such a talented and dynamic group of people, each of whom has played their part in, and should be proud of, our many collective successes over this time. As the start of an exciting new chapter in the company’s story, it is also the appropriate time for me to step down as CEO, and I wish Marco and his team the very best for the future.”
The acquisition has been financed through a capital increase of Banijay Group and debt financing, and was combined with a full refinancing of the financial debt of Banijay and Endemol Shine. Deutsche Bank, Natixis and Société Générale acted as global coordinators and joint bookrunners and BNP Paribas and Bank of America as joint bookrunners on the debt financing. Post- closing, the combined group will be held by LDH (67.1%) and Vivendi (32.9%).
LDH is a holding company controlled by Financière LOV (more than 52% of the capital), Stéphane Courbit’s investment arm. LDH has the following other shareholders: the Italian Group De Agostini and Fimalac, the investment company of Marc Ladreit de Lacharrière. In addition to a direct investment in LDH, Fimalac has reinforced its long-term partnership with Financière LOV by increasing its stake in Financière LOV from 5.75% to 8.4%.
Rothschild and PJ Solomon (a Natixis affiliate) acted as financial advisors to Banijay Group. Société Générale acted as financial advisor to Financière LOV. Darrois Villey Maillot Brochier and Kirkland & Ellis LLP advised Banijay Group in connection with the transaction. Deutsche Bank, Natixis, Société Générale, BNP Paribas and Bank of America underwrote the financial debt and were advised by Latham & Watkins AARPI.
LionTree Advisors acted as financial advisor to Endemol Shine Group, including The Walt Disney Company and the Apollo funds, in connection with the transaction. Deutsche Bank acted as financial advisor to Endemol Shine Group in connection with the transaction. Paul, Weiss, Rifkind, Wharton & Garrison LLP advised the Apollo funds and Endemol Shine Group in connection with the transaction. Cravath, Swaine & Moore LLP advised The Walt Disney Company in connection with the transaction. Hogan Lovells International LLP advised Endemol Shine Group in connection with the transaction.
Comments Off on Banijay Rights Expands Leadership Team
Banijay Rights, the leading distribution arm of Banijay Group, today announces it has bolstered its leadership team, with Roisin Thomas remaining as COO and John Richards taking up the post of CFO. Both reporting to Chief Executive, Cathy Payne, who today starts her new role, the newly devised team will oversee all operational and financial matters for the growing division.
Since 2015, Thomas has served as COO at the distribution business, having joined Zodiak Media back in 2011 pre its merger with Banijay Group, where she served as Chief of Staff to two successive Group CEOs. She started her career as a corporate media lawyer and spent over five years at leading media law firm Olswang, where she advised on a range of high profile corporate and commercial deals. She also fulfilled roles at EMI Music and Matheson after qualifying in Ireland in 2004. Moving forwards, she will support Payne in developing and implementing Banijay Rights’ overarching business strategy.
Richards joins the company from Endemol Shine International, where, since 2015, he was Chief Financial Officer and before that, Finance Director of Endemol Worldwide Distribution. There, he was responsible for providing direction and leadership for the finance team and working with CEO, Cathy Payne, to help achieve growth. Having also served for four years as Finance Director of Tiger Aspect Productions and Darlow Smithson Productions, he led the merger of both companies into Endemol Group in 2009 following their sale by IMG. Before that, Richards spent over seven years with IMG having qualified at PWC in 2000.
Cathy Payne says: “As the business sits on the cusp of major growth, it was important to have a strong team in place to manage us efficiently through the changes. In Roisin and John, we have the perfect mix of financial acumen, operational nous and extensive industry knowledge, making us well-prepared for the future. I look forward to getting started with the new team today.”
Roisin Thomas says: “We have a busy road ahead and as the business approaches a significant phase of growth, John’s expertise is very much welcome. I look forward to partnering with him and Cathy to take Banijay Rights to the next level with the support of our wonderful team.”
John Richards says: “Banijay Rights boasts a sterling reputation, multitude of content and has an exciting future ahead. It’s great to be re-joining Cathy there and I am pleased to working with Roisin to drive further growth for the business.”
Cathy Payne now serves as CEO of Banijay Rights, with Tim Mutimer taking up the post of EVP, EMEA Sales & Acquisitions.
Comments Off on Banijay Group Enlists Cathy Payne to Lead Distribution
Banijay Group today confirms the appointment of Cathy Payne as CEO, Banijay Rights. Previously CEO, Endemol Shine International, she has been brought on board to lead the business’ growing global distribution strategy and activities and take the division through its impending next phase.
An industry veteran, Payne brings a wealth of experience and commercial acumen, and will be tasked with overseeing the positioning and exploitation of Banijay Rights’ expanding catalogue, building the business’ reputation and that of its brands across the world. The move follows almost ten years of service with Endemol, most recently under the guise of Endemol Shine International, where she directed all worldwide distribution efforts, steering its six-territory strong team and in-house and third-party content sales, as well as working closely with the commercial team on IP exploitation. During her tenure, she projected the business’ Scripted capabilities through international co-productions and was behind the global roll-out and success of numerous hit brands including Peaky Blinders, Mr Bean, Grantchester, Tin Star and Younger, alongside the continued longevity ofHome and Away, in addition to working alongside the production and creative businesses on expanding non-scripted franchises: MasterChef, Big Brother, Extreme Makeover Home Edition, Ambulance and Lego Masters.
Prior to taking on the role of Chief Executive, Endemol Worldwide Distribution, in 2009, Payne was Chief Executive at Southern Star International. There, over the course of 20 years, she was responsible for building one of the largest distributors of English-language content outside of the U.S.
In line with the expansion plans for distribution, Tim Mutimer will now fulfil the role of EVP, EMEA Sales & Acquisitions, Banijay Rights. Working collaboratively with Payne, he will oversee the team and all activity for the region.
Payne will adopt her new role on Monday 27 April 2020, reporting to CEO, Marco Bassetti.
Marco Bassetti, Chief Executive, Banijay Group comments: “Cathy is an exceptional leader and incredibly well-respected industry mogul. A creative entrepreneur with extraordinary market knowledge and commercial intelligence, she is behind some of the world’s biggest distribution successes. Having worked with her directly and admired her work from afar, we have long-followed her journey and could not be more excited to have her joining ours, as we continue to build the business and its footprint worldwide.”
Cathy Payne adds: “It has never been a more exciting time for content creation and distribution, and I am energised to be joining the team as it embarks on this period of expansion.”
The Banijay Rights catalogue currently comprises some of the world’s leading formats and titles including Survivor, Versailles, Temptation Island, Wife Swap, The Restaurant, The Inbetweeners, The Crystal Maze, Wisting, Occupied and The Secret Life of 4 Year Olds.
Comments Off on Banijay Launches €2.373 Billion (Equivalent) Refinancing and Acquisition Financing For The Acquisition Of The Endemol Shine Group
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.