International law firm Weil, Gotshal & Manges has advised Polish Television Holding, B.V. (PTH), a special purpose subsidiary of the ITI Group, the leading media and entertainment group in Poland, in connection with an offering of €300 million of high yield PIK toggle notes to finance the redemption of outstanding high yield notes. Weil acted as US and Polish counsel to PTH.

The team was led by US high yield debt partner David Meredith and the UK/US team included English law finance partner James Hogben, associates Rob Beard, Meghan Stanton, James Crook and Georgina Wilson, and New York tax partner Larry Horton. Weil’s Warsaw team was led by partners Anna Frankowska and Artur Zawadowski and included counsel Zofia Frydrychowicz and associates Anna Blonska, Jacek Balicki, Piotr Grabarczyk, Marcin Plonka, and Jerzy Bombczynski. Simpson Thacher & Bartlett LLP advised the initial purchasers with respect to US law and White & Case with respect to Polish law.

The ITI Group owns a stake in TVN, Poland’s leading private television broadcaster. Weil has advised ITI and TVN previously on a number of significant corporate and finance transactions, including TVN’s issue of €430 million of senior notes that were issued earlier this week. In 2012 Weil advised ITI and TVN in connection with an agreement with French entertainment company Groupe Canal+ to combine their pay-TV operations in Poland, in a joint venture called "nC+". As part of the transaction, Groupe Canal+ also acquired a minority stake in TVN from ITI with the option to gain control commencing three years after the closing of the transaction. Prior to that, David Meredith advised PTH in connection with its debut high yield issuance in 2010, and TVN in connection with its 2010 offering of €175 million fixed rate senior notes due 2018.

David Meredith commented: "PIK toggle notes remain a niche solution in the European high yield market and can turn up in a variety of situations. This issuer is far more presentable than many others that turn to PIK toggle notes, and puts bondholders between well-regarded corporate parent shareholders, and a solidly performing listed company in Poland. The underwriters devised bespoke embedded options in these notes that allow the bondholders to actively manage their role in the capital structure that controls TVN to a greater degree than usual”.