ProSiebenSat.1 Media AG (Germany) - Dec 2007

unquote
01 December 2007

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Kohlberg Kravis Roberts & Co (KKR) and Permira are acquiring 12% of ProSiebenSat.1, which were held as an indirect participation by publishing group Axel Springer AG, for a reported €509.4m, with the share price at €19.40 per common and preference share. The acquisition is executed through Lavena Holding 4 GmbH, which now beneficially owns 88% of the voting common shares and approximately 13% of the non-voting preference shares.

ProSiebenSat.1 Media AG was formed in 2000 as the result of a merger between Sat.1 and ProSieben.

In March 2003, a consortium of private equity investors acquired some 36% of the equity in ProSiebenSat.1 Media AG from insolvent KirchMedia GmbH & Co KGaA. The consortium was led by Saban Capital Group and included Bain Capital, Hellmann & Friedman, Providence Equity Partners, Quadrangle Group and Thomas Lee Partners (September 2003, page 22). At this stage, Axel Springer already had a 10% stake in the company (10% common and 10% preference shares). In fact, Axel Springer has owned a stake in Sat.1 since the beginning of 1984.

In March 2007, funds advised by KKR and Permira acquired a 50.5% stake in ProSiebenSat.1 Media AG via the acquisition vehicle Lavena Holding 4 GmbH from German Media Partners. The value of the transaction was approximately €3.1bn (February 2007, page 1 and page 26). ProSiebenSat.1 acquired SBS Broadcasting Group for €3.3bn in July 2007, making it the second-largest TV broadcaster in the European Union after the RTL Group (September 2007, page 48).

Company

ProSiebenSat.1 AG is headquartered in Munich and employs a staff of 6,000. The company reported a turnover for the first three quarters of 2007 of €1.721bn. With 26 commercial TV stations, 24 pay TV channels and 22 radio networks the ProSiebenSat.1 Group is one of the largest pan-European broadcasting groups. The corporation’s core business is Free TV. With its four stations, Sat.1, ProSieben, kabel eins and N24, it owns Germany’s largest family of commercial TV channels. It is listed in the German MDAX.

Advisers

Debt - Clifford Chance LLP, Alan Inglis (Legal)Equity - Ernst & Young, Juergen Scheidsteger, Ulrich Michaelis (Tax)Equity - Freshfields Bruckhaus Deringer, Heiner Braun, Thomas Tschentscher (Legal)Equity - Simpson, Thacher & Bartlett, Tony Keal (Legal)Vendor - Shearman & Sterling, Rainer Wilke (Legal)

Sourced from: Deutsche unquote" 95 (Feb 2008)