Allen & Overy LLP advises its long-standing client News Corporation in connection with a comprehensive refinancing of Sky Deutschland AG. The refinancing comprises financing measures with expected gross proceeds totalling EUR 438 million, a guarantee for the Bundesliga broadcasting licence and new credit facilities guaranteed by News Corporation with a total volume of EUR 300 million.
The planned financing measures include a private placement of shares from a capital increase with exclusion of shareholders' subscription rights in an amount of 10 percent of the share capital of Sky Deutschland AG, a rights offering for the issuance of new shares and, if necessary, the provision of a shareholder loan and a renewal of previous shareholder loans granted by News Adelaide Holdings B.V.
The new shares issued in connection with the private placement have been subscribed for by News Adelaide Holdings B.V., a wholly-owned indirect subsidiary of News Corporation. The volume of the issue is approximately EUR 347 million. The shortfall in relation to the total amount of EUR 438 million is proposed to be raised through a rights offering for new shares from authorised capital. Following the registration of the capital increase with exclusion of subscription rights, News Corporation holds through its wholly-owned indirect subsidiary News Adelaide Holdings B.V. approximately 54.5 percent of the shares in Sky Deutschland AG.
Moreover, News Corporation has committed to act as guarantor to Deutsche Fußball Liga (DFL) for the Bundesliga broadcasting licence for the 2013/14 to 2016/17 seasons.
Furthermore, Sky Deutschland AG reached an agreement with a bank syndicate to provide new credit facilities with a total volume of EUR 300 million with and a term of five years. The new credit facilities are intended to replace the current credit facilities and will be fully guaranteed by News Corporation and its subsidiary News America Incorporated.
The Allen & Overy team comprised partners Dr. Oliver Seiler (Equity Capital Markets, Frankfurt) and Dr. Walter Uebelhoer (Banking and Finance, Munich) as well as associates Dr. Simon Hennes (Banking and Finance, Munich) and David Rath (Equity Capital Markets, Frankfurt).
http://www.allenovery.com/news/en-gb/articles/Pages/Allen--Overy-ber%C3…
