Paris, 7 November 2019
Darrois Villey Maillot Brochier advises Banijay Group in connection with the conclusion of a definitive agreement to acquire 100% of the equity of EndemolShine Group which is co-owned by The Walt Disney Company (NYSE:DIS) and funds managed by affiliates of Apollo Global Management, Inc. (NYSE: APO).
The acquisition will be financed through a capital increase of Banijay Group and committed debt financing, which includes a committed full refinancing of Banijay and Endemol Shine’s existing financial debt. Post-closing, the combined group will be held by LDH (67.1%) and Vivendi (32.9%).
LDH is a holding company controlled by Financière LOV (52%), Stéphane Courbit’s investment arm. LDH has the following other shareholders: the Italian Group De Agostini with 36% of the capital, and Fimalac, the investment company of Marc Ladreit de Lacharrière, which will own 12% of the capital through a reserved capital increase dedicated to the financing of the Endemol Shine acquisition. In addition to a direct investment in LDH, Fimalac will reinforce its long-term partnership with Financière LOV by increasing its stake in Financière LOV from 5.75% to 8.4%.
The Darrois Villey Maillot Brochier team includes Ben Burman and Christophe Vinsonneau (partners), Cécile de Narp and Maxime Wach (associates) on corporate and M&A aspects, together with Martin Lebeuf (partner), Mathilde Sollier and Martin Grange (associates) on financing aspects and Igor Simic (partner), Alexandre Rios (counsel), Guillaume Aubron and Anne Faber (associates) on antitrust aspects, and Loïc Védie (partner) and Sophie Pages (associate) on tax aspects.
Banijay Group is also advised by Kirkland & Ellis International LLP (London office) on US and UK financing aspects, NautaDutilh N.V. on Dutch law aspects, Ernst and Young on due diligence and specific US and Dutch tax aspects and NewLine on tax aspects.
Bompoint (Louis-François Guéret (partner) and Vincent Ramonéda) and Darrois Villey Maillot Brochier (Emmanuel Brochier, Laurent Gautier (partners) Hadrien Bourrellis and Gersende Renard) advised Vivendi and Fimalac, respectively, as equity investors.