Banijay Group S.A.S. (“Banijay”) today announced the successful pricing of a notes offering as part of a €2.378 billion (equivalent) financing through Banijay, Banijay Entertainment S.A.S. and Banijay Group US Holding, Inc.
The financing package comprises:
- €575 million senior secured notes due 2025, which priced at par and have a coupon of 3.500% per annum (the “Euro Senior Secured Notes”);
- $403 million senior secured notes due 2025, which priced at par and have a coupon of 5.375% per annum (the “Dollar Senior Secured Notes”);
- €400 million senior notes due 2026, which priced at par and have a coupon of 6.500% per annum (the “Senior Notes” and together with the Euro Senior Secured Notes and Dollar Senior Secured Notes, the “Notes”);
- €453 million term loan B facility, which bears interest at a rate of EURIBOR plus 3.75% per annum, with a customary margin ratchet mechanism with a 0.0% EURIBOR floor (the “EUR Term Loan B”);
- $460 million term loan B facility, which bears interest at a rate of LIBOR plus 3.75% per annum, with a 0.0% LIBOR floor (together with the EUR Term Loan B, 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) acquire the 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 closing of the sale of the Notes is scheduled to be completed on February 11, 2020, and is subject to customary conditions. The consummation of the Endemol Shine Acquisition is subject to the satisfaction of certain conditions, including clearance by the antitrust authorities.