Commentary & Deal Flow

Banijay EUR1.29bn (up from EUR1.25bn) equivalent (EUR/USD) 144A/Reg S 3-part. Via DB (B&D USD sr sec and EUR sr notes)/Natixis (B&D, pot-style, EUR sr sec)/SocGen joint glocos/joint books, BNP/BofA passive books. No reg rights. List ISE. NY Law.

- EUR525m Banijay Entertainment SAS sr sec notes due Feb 2025 (5y). NC2 (MWC B+50bp). Equity claw: 2y 40%. Special call: 10% per year the 1st 2 years at 103. B1/B/B+ (stable/stable). IPT low 4s. Price talk: 3.75%-4.00%. Final pricing: 3.50% (single point).

- USD402m (up from USD363m (EUR325m equivalent)) Banijay Entertainment SAS sr sec notes due Feb 2025 (5y). NC2 (MWC T+50bp). Equity claw: 2y 40%. Special call: 10% per year the 1st 2 years at 103. B1/B/B+ (stable/stable). USD40m switched from the USD term loan B to the USD sr sec notes. IPT 6.25%-6.50%. Price talk: 5.75% area. Revised price talk: 5.50% area.

- EUR400m Banijay Group SAS sr notes due Feb 2026 (6y). NC2.5 (MWC B+50bp). Equity claw: 2.5y 40%. Caa1/CCC+/CCC+ (stable/stable/stable). IPT mid 7s. Price talk 6.50%-6.75%. Final pricing: 6.50% (single point).

Roadshow Jan 22-31 (Jan 22-24 London West End/London City/Paris, Jan 28-31 NY/Boston/West Coast). Books closed: USD 4pm NYT yesterday, EUR 11am UKT today. Pricing today. UOP: along with EUR65m cash on hand, and EUR503m and USD460m (down from US$500m) sr sec term loan B, to fund the acquisition of Endemol Shine from Walt Disney and Apollo Global (EUR313.6m cash) and refinance Endemol Shine's EUR1.65bn total existing debt (largely its EUR1.553bn credit facilities), fund the tender offer/redemption of Banijay's EUR365m 4% sr sec notes due 07/01/22 (callable at 1032.00), refi the EUR22m drawn on its revolver for the consideration paid for Bear Grylls acquisition, and EUR65m for GCP. Shareholders - LDH (CEO Stephane Courbit) and Vivendi - will contribute EUR275m new equity. Biz: independent Media content creator. HQ: Paris, France. (Acquisition announced 10/26/19).