Latham advises on €2.378 billion high yield bond / term loan B financing for Banijay’s acquisition of Endemol Shine
Banijay Group has announced the issuance of €400 million in aggregate principal amount of its 6.500% Senior Notes due 2026 and the issuance by its subsidiary, Banijay Entertainment, of €575 million in aggregate principal amount of its 3.500% Senior Secured Notes due 2025 and $403 million in aggregate principal amount of its 5.375% Senior Secured Notes due 2025. In addition to the offering of the notes, new credit facilities consisting of a €453 million term loan B facility, a $460 million term loan B facility and a €170 million (equivalent) multicurrency Revolving Credit Facility have been put in place.
The Banijay group is using the proceeds of the offering of the notes in a two-step process. On February 11, 2020, upon issuance of the notes, it has refinanced certain of its outstanding debt, including the redemption of all of its outstanding senior secured notes due 2022, with a portion of the proceeds of the Euro Senior Secured Notes offering and the proceeds of the Dollar Senior Secured Notes and the Senior Notes were escrowed. On completion of the Endemol Shine Acquisition, the proceeds of the Dollar Senior Secured Notes and the Senior Notes will be released from escrow and the Banijay group will use the remaining Notes proceeds, together with an equity contribution from certain of its shareholders and drawings under the new credit facilities, to finance the acquisition of the Endemol Shine group and refinance certain existing indebtedness of the Endemol Shine group.
The completion of the Endemol Shine Acquisition is subject to the satisfaction of certain conditions, including clearance by antitrust authorities.
Banijay and Endemol Shine produce successful, long-running formats and programs, such as Big Brother, MasterChef, Peaky Blinders, Survivor, Temptation Island, Keeping Up with the Kardashians, Wife Swap, Black Mirror, Don’t Forget The Lyrics!, The Secret Life of 4 Year Olds, Versailles, Fort Boyard, Money Drop, Deal or No Deal and Occupied.
Latham & Watkins advised the syndicate of banks, comprising Deutsche Bank, Natixis, Société Générale, Bank of America, and BNP Paribas, with a team led by Paris partners Thomas Margenet-Baudry and Michel Houdayer and London partner Dan Maze, with the help of Paris associates Jemma Lohr McPherson and Laurie Tomassian on capital markets aspects, as well as London partner Karan Chopra, Paris associates Olivier Stefanelli and Chiraz Kmar Turki, London associates Lewis Atherton and Siobhan Kennedy, and New York associate Michela Mancini on bank finance aspects. Paris partner Olivia Rauch-Ravisé and associate Clémence Morel advised the banks on French tax matters.