Commentary & Deal Flow

Banijay (BANIJA) EUR1.34bn (up from EUR1.29bn and 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. Settles Feb 11 (T+5).

- EUR575m (up from EUR525m) Banijay Entertainment SAS sr sec notes due -1-March-2025 (5y). NC2 (MWC B+50bp), then at 101.750, 100.875, 100. Equity claw: 2y 40% at 103.50. Special call: 10% per year the 1st 2 years at 103. B1/B/B+ (stable/stable). Reg S ISIN: XS2112340679. EUR50m switched from the EUR term loan B. IPT low 4s. Price talk: 3.75%-4.00%. Final pricing: 3.50% (single point). Launched: EUR575m at 3.50%. Priced: 3.50% at 100. +414bp vs DBR 0.5% 15-Feb-2025.

- USD403m (up from USD363m (EUR325m equivalent)) Banijay Entertainment SAS sr sec notes due 01-March-2025 (5y). NC2 (MWC T+50bp), then at 102.688, 101.344, 100. Equity claw: 2y 40% at 105.375. Special call: 10% per year the 1st 2 years at 103. B1/B/B+ (stable/stable). 144A CUSIP: 060335AA4. 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. Launched: $403m at 5.375%. Priced: 5.375% at 100. +397bp vs UST 1.375% 31-Jan-2025.

- EUR400m Banijay Group SAS sr notes due 01-March-2026 (6y). NC2.5 (MWC B+50bp), then at 103.25, 101.625, 100. Equity claw: 2.5y 40% at 106.50. Caa1/CCC+/CCC+ (stable/stable/stable). Reg S ISIN: XS2112335752. IPT mid 7s. Price talk 6.50%-6.75%. Final pricing: 6.50% (single point). Launched: EUR400m at 6.50%. Priced: 6.50% at 100. +712bp vs DBR 0.5% 15-Feb-2026.

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. UOP: along with EUR65m cash on hand, and EUR453n (down from EUR503m) 5y NC6mo at 101, E+375bp at 100 (0% floor) sr sec term loan B and USD460m (down from US$500m) 5y NC6mo at 101, L+375bp at 99.75 (0% floor) 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).