News Corporation, Sky Deutschland AG and Its New Bank Syndicate Reach Agreement on Financing Measures
News Corporation today announced it has reached an agreement with Sky
Deutschland AG (“Sky Deutschland”) and its new bank syndicate to support
both a new financing structure and the issuance of €438 million of new
equity.
The new bank financing, which will be guaranteed by News Corporation,
will replace Sky Deutschland’s current bank debt facilities.
Additionally, News Corporation will guarantee certain rights payments
associated with Sky Deutschland’s Bundesliga broadcasting license and
support the raising of additional funds of €438 million (which includes
the outstanding €144 million of equity under the capital measures
announced by Sky Deutschland on February 2, 2012) to support Sky
Deutschland on the continuing execution of its strategy.
“We have always believed in Sky Deutschland’s ability to transform the
pay TV experience in Germany and Austria and this new financing
structure further validates that longstanding commitment,” said Chase
Carey, President and Chief Operating Officer, News Corporation. “News
Corporation’s continued investment underscores the value we see in Sky
Deutschland and the significant market opportunities it faces, and
reflects our confidence in its management team and their strategies for
growth.”
Under the new financing structure, Sky Deutschland’s existing bank debt
facilities will be repaid in full and be replaced by a new €300 million
five-year bank credit facility. News Corporation has committed to
provide a guarantee to Sky Deutschland’s lending banks and to act as
guarantor to the German Football League (DFL) for Sky Deutschland’s new
Bundesliga broadcasting license for the 2013/14 to 2016/17 seasons in an
amount of up to 50 percent of the license fee per season. In addition,
News Corporation has agreed to extend the maturity of existing
shareholder loans of €106 million plus accrued interest.
The €438 million of new equity includes a private placement today of
77.9 million new registered shares in Sky Deutschland issued to News
Corporation at a price of €4.46 per new share for an aggregate price of
€347.4 million. On registration, News Corporation’s stake in Sky
Deutschland will increase from 49.9 percent to 54.5 percent.
The remaining funds of €90.6 million to reach an aggregate of €438
million are expected to be raised by Sky Deutschland through a rights
offering of new registered shares to be offered to Sky Deutschland
shareholders. In order to ensure that the overall proceeds to Sky
Deutschland amount to €438 million, News Corporation will provide a loan
if the rights offering is not fully subscribed. News Corporation has
committed to fully exercise its subscription rights, including those
that will result from today’s private placement, and has the right to
subscribe in whole or in part for any new shares that are not subscribed
for by other Sky Deutschland shareholders.
As a result of this transaction Sky Deutschland will become a
consolidated entity of News Corporation.
News Corporation’s commitments are subject to certain conditions, in
particular but not limited to: the new credit facility is and remains in
full force and effect, no material adverse change has occurred in the
financial and business development of Sky Deutschland, and other
customary conditions. News Corporation may waive the requirement to
comply with individual conditions.
Deutsche Bank is acting as financial advisor to News Corporation in this
transaction.
About News Corporation
News Corporation (NASDAQ: NWS, NWSA; ASX: NWS, NWSLV) had total
assets as of September 30, 2012 of approximately US$60 billion and total
annual revenues of approximately US$34 billion. News Corporation is a
diversified global media company with operations in six industry
segments: cable network programming; filmed entertainment; television;
direct broadcast satellite television; publishing; and other. The
activities of News Corporation are conducted principally in the United
States, Continental Europe, the United Kingdom, Australia, Asia and
Latin America.
This press release does not constitute an offer of securities for
sale or a solicitation of an offer to purchase securities in the United
States. The shares of Sky Deutschland AG may not be offered or sold in
the United States under the U.S. Securities Act of 1933, as amended,
absent registration or an exemption from registration. No public
offering of shares will be made in the United States.