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Le prospectus obligataire de Banijay

De
515 pages
IMPORTANT NOTICE THIS OFFERING IS AVAILABLE ONLY TO INVESTORS WHO ARE EITHER (1) QUALIFIED INSTITUTIONAL BUYERS WITHIN THE MEANING OF RULE 144A UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE ‘‘SECURITIES ACT’’), OR (2) PURCHASING THE SECURITIES DESCRIBED IN THE ATTACHED PRELIMINARY OFFERING MEMORANDUM OUTSIDE OF THE UNITED STATES IN OFFSHORE TRANSACTIONS IN RELIANCE ON REGULATION S UNDER THE SECURITIES ACT (AND, IF INVESTORS ARE RESIDENT IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA, A QUALIFIED INVESTOR WITHIN THE MEANING OF ARTICLE 2(1)(E) OF DIRECTIVE 2003/71/EC (AND AMENDMENTS THERETO, INCLUDING DIRECTIVE 2010/73/EU) AND ANY RELEVANT IMPLEMENTING MEASURE IN EACH MEMBER STATE OF THE EUROPEAN ECONOMIC AREA). IMPORTANT: Youmust read the following disclaimer before continuing.The following disclaimer applies to the attached preliminary offering memorandum, and you are therefore advised to read this disclaimer page carefully before reading, accessing or making any other use of the attached preliminary offering memorandum. In accessing the attached preliminary offering memorandum, you agree to be bound by the following terms and conditions, including any modifications to them from time to time, each time you receive any information from us as a result of such access. NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO.
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IMPORTANT NOTICE THIS OFFERING IS AVAILABLE ONLY TO INVESTORS WHO ARE EITHER (1) QUALIFIED INSTITUTIONAL BUYERS WITHIN THE MEANING OF RULE 144A UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE ‘‘SECURITIES ACT’’), OR (2) PURCHASING THE SECURITIES DESCRIBED IN THE ATTACHED PRELIMINARY OFFERING MEMORANDUM OUTSIDE OF THE UNITED STATES IN OFFSHORE TRANSACTIONS IN RELIANCE ON REGULATION S UNDER THE SECURITIES ACT (AND, IF INVESTORS ARE RESIDENT IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA, A QUALIFIED INVESTOR WITHIN THE MEANING OF ARTICLE 2(1)(E) OF DIRECTIVE 2003/71/EC (AND AMENDMENTS THERETO, INCLUDING DIRECTIVE 2010/73/EU) AND ANY RELEVANT IMPLEMENTING MEASURE IN EACH MEMBER STATE OF THE EUROPEAN ECONOMIC AREA).
IMPORTANT: You must read the following disclaimer before continuing.The following disclaimer applies to the attached preliminary offering memorandum, and you are therefore advised to read this disclaimer page carefully before reading, accessing or making any other use of the attached preliminary offering memorandum. In accessing the attached preliminary offering memorandum, you agree to be bound by the following terms and conditions, including any modifications to them from time to time, each time you receive any information from us as a result of such access.
NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE SECURITIES DESCRIBED IN THE ATTACHED PRELIMINARY OFFERING MEMORANDUM HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE SECURITIES ACT OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER JURISDICTION, AND THE SECURITIES MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE OR LOCAL SECURITIES LAWS.
THE FOLLOWING PRELIMINARY OFFERING MEMORANDUM MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS DOCUMENT IN WHOLE OR IN PART IS UNAUTHORIZED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS. Confirmation of your representation: in order to be eligible to view this preliminary offering memorandum or make an investment decision with respect to the Notes, you must either (i) be a qualified institutional buyer (as defined in Rule 144A under the Securities Act) or (ii) be purchasing the Notes outside of the United States in an offshore transaction in reliance on Regulation S; provided that investors resident in a Member State of the European Economic Area must also be a qualified investor (within the meaning of Article 2(1)(e) of Directive 2003/71/EC (and amendments thereto, including Directive 2010/73/EU and any relevant implementing measure in each Member State of the European Economic Area)). You have been sent the attached preliminary offering memorandum on the basis that you have confirmed to the initial purchasers set forth in the attached preliminary offering memorandum (the ‘‘Initial Purchasers’’), being the sender or senders of the attached, that either: (A)(i) you and any customers you represent are outside the United States (and if you are resident in a Member State of the European Economic Area, you are a qualified investor); and (ii) the email address to which this preliminary offering memorandum has been delivered is not located in the United States, its territories and possessions, any state of the United States or the District of Columbia; ‘‘possessions’’ include Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands; or (B) you and any customers you represent are qualified institutional buyers and, in either case, that you consent to delivery by electronic transmission. Prospective purchasers that are qualified institutional buyers are hereby notified that the seller of the Notes will be relying on the exemption from the provisions of Section 5 of the Securities Act pursuant to Rule 144A under the Securities Act. This preliminary offering memorandum has been sent to you in an electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of transmission and, consequently, none of the Initial Purchasers, any person who controls an Initial Purchaser, Banijay Group S.A.S. (the ‘‘Issuer’’), or any of their respective subsidiaries, nor any director, officer, employer, employee or agent of theirs, or affiliate of any such person, accepts any liability or responsibility
whatsoever in respect of any difference between the preliminary offering memorandum distributed to you in electronic format and the hard copy version available to you on request from the Initial Purchasers.
You are reminded that the attached preliminary offering memorandum has been delivered to you on the basis that you are a person into whose possession this preliminary offering memorandum may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located and you may not nor are you authorized to deliver this preliminary offering memorandum to any other person. You may not transmit the attached preliminary offering memorandum (or any copy of it or part thereof) or disclose, whether orally or in writing, any of its contents to any other person except with the consent of the Initial Purchasers. If you receive this document by email, you should not reply by email to this announcement. Any reply email communications, including those you generate by using the ‘‘Reply’’ function on your email software, will be ignored or rejected. If you receive this document by email, your use of this email is at your own risk and it is your responsibility to take precautions to ensure that it is free from viruses and other items of a destructive nature.
The materials relating to the offering of the Notes do not constitute, and may not be used in connection with, an offer or solicitation in any place where offers or solicitations are not permitted by law. If a jurisdiction requires that the offering be made by a licensed broker or dealer and the Initial Purchasers or any affiliate of the Initial Purchasers is a licensed broker or dealer in that jurisdiction, the offering of the Notes shall be deemed to be made by the Initial Purchasers or such affiliate on behalf of the Issuer in such jurisdiction.
Restrictions:Recipients of this preliminary offering memorandum who intend to subscribe for or purchase Notes are reminded that any subscription or purchase may only be made on the basis of the information contained in this preliminary offering memorandum.
Any securities to be issued will not be registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.
This preliminary offering memorandum is for distribution only to, and is directed solely at, persons who (i) are outside the United Kingdom, (ii) are investment professionals, as such term is defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the ‘‘Financial Promotion Order’’), (iii) are persons falling within Articles 49(2)(a) to (d) of the Financial Promotion Order or (iv) are persons to whom an invitation or inducement to engage in investment banking activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000 (the ‘‘FSMA’’)) in connection with the issue or sale of any Notes may otherwise be lawfully communicated or caused to be communicated (all such persons together being referred to as ‘‘relevant persons’’). This preliminary offering memorandum is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this preliminary offering memorandum relates is available only to relevant persons and will be engaged in only with relevant persons. Any person who is not a relevant person should not act or rely on this preliminary offering memorandum or any of its contents.
SUBJECT TO COMPLETION, DATED JUNE 26, 2017
PRELIMINARY OFFERING MEMORANDUM STRICTLY CONFIDENTIAL
NOT FOR GENERAL DISTRIBUTION IN THE UNITED STATES
22JUN201707400840 Banijay Group S.A.S. E350,000,000 % Senior Secured Notes due 2022 Banijay Group S.A.S., asociété par actions simplifiéeincorporated under the laws of France (the ‘‘Issuer’’), is offeringA350.0 million in aggregate principal amount of its % senior secured notes due 2022 (the ‘‘Notes’’) to (i) repay all amounts outstanding under its existing senior credit facilities; (ii) repay a portion of its shareholder debt; (iii) pay the consideration payable for the acquisition of Castaway Television Productions Limited; and (iv) pay certain fees and expenses in connection with the foregoing. The Notes will mature on , 2022. The Issuer will pay interest on the Notes semiannually in arrears on and of each year, commencing on , 2018. Prior to , 2019, the Issuer may redeem all or part of the Notes at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, plus a ‘‘make whole’’ premium as described under ‘‘Description of the Notes—Optional Redemption.’’ In addition, at any time prior to , 2019, the Issuer may, on one or more occasions, redeem up to 40% of the aggregate principal amount of the Notes with the proceeds from specified equity offerings at the redemption prices set forth herein, plus accrued and unpaid interest and additional amounts, if any, to the date of redemption, provided that at least 60% of the original principal amount of the Notes (including any additional Notes) issued under the Indenture (as defined herein) remain outstanding. At any time on or after , 2019, the Issuer may redeem all or part of the Notes at the redemption prices set forth in this offering memorandum. In the event of certain developments affecting taxation, the Issuer may redeem all, but not less than all, of the Notes. If we undergo certain changes of control, each holder may require the Issuer to repurchase all or a portion of its Notes at 101% of their principal amount. See ‘‘Description of the Notes—Optional Redemption—General.’’ The Notes will be senior obligations of the Issuer and will rankpari passuin right of payment with the Issuer’s existing and future debt that is not subordinated in right of payment to the Notes, including the Issuer’s obligations under the New Senior Credit Facilities Agreement (as defined herein), and will rank senior in right of payment to all of the Issuer’s existing and future debt that is subordinated in right of payment to the Notes. The Notes will be guaranteed on a senior secured basis by the Guarantors (as defined herein). Each of the Guarantees (as defined herein) will rankpari passuin right of payment with such Guarantor’s existing and future debt that is not subordinated in right of payment to such Guarantee, including such Guarantor’s obligations under the New Senior Credit Facilities Agreement, and will rank senior in right of payment to the applicable Guarantor’s existing and future debt that is expressly subordinated in right of payment to such Guarantee. The Notes and the Guarantees will be structurally subordinated to any existing and future debt of the Issuer’s existing and future subsidiaries that are not Guarantors. The Notes will be secured on the Issue Date (as defined below) by the Issue Date Collateral (as defined herein), subject to the Agreed Security Principles (as defined herein). In addition, no later than 20 business days following the Issue Date, the Notes will be secured by firstpriority security interests over all the shares of Magnolia SpA (the ‘‘PostCompletion Date Collateral’’ and together with the Issue Date Collateral, the ‘‘Collateral’’). The Collateral will also secure the New Senior Credit Facilities (as defined herein), certain hedging obligations, if any, and certain other future indebtedness permitted to be incurred and secured on the Collateral, each on apari passuSee ‘‘ basis. Summary—The Offering—Security.’’ The validity and enforceability of the Guarantees and the Collateral will be subject to the limitations described in ‘‘Certain Insolvency Law Considerations and Limitations on the Validity and Enforceability of the Guarantees and the Security Interests.’’ This offering memorandum includes more detailed information on the terms of the Notes and the Guarantees, including redemption and repurchase prices, security, covenants, events of default and transfer restrictions. There is currently no public market for the Notes. Application has been made to The International Stock Exchange Authority Limited for the listing of the Notes on the Official List of The International Stock Exchange (the ‘‘Exchange’’). There can be no assurance, however, that the Notes will be listed on the Official List of the Exchange, that such permission to deal in the Notes will be granted or that such listing will be maintained. The Notes will be in registered form and will initially be issued in denominations ofA100,000 and integral multiples ofA1,000 in excess thereof and will only be transferable in minimum principal amounts ofA100,000 and integral multiples ofA1,000 in excess thereof. Each series of Notes will be represented on issue by one or more Global Notes (as defined herein), which we expect will be delivered through Euroclear SA/NV (‘‘Euroclear’’) and Clearstream Banking S.A. (‘‘Clearstream’’) on or about , 2017 (the ‘‘Issue Date’’). Investing in the Notes involves a high degree of risk. See ‘‘Risk Factors’’ beginning on page 27. The Notes and the Guarantees have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the ‘‘Securities Act’’). The Notes may not be offered or sold within the United States, except to qualified institutional buyers in reliance on the exemption from registration provided by Rule 144A under the Securities Act (‘‘Rule 144A’’) and in offshore transactions in reliance on Regulation S under the Securities Act (‘‘Regulation S’’). You are hereby notified that sellers of the Notes may be relying on the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A. See ‘‘Notice to Investors’’ for additional information about eligible offerees and transfer restrictions. Issue price of the Notes: % plus accrued interest, if any, from the Issue Date. Joint Global Coordinators and Joint Physical Bookrunners
Natixis Société Générale Credit Suisse Thefoinrfmo.rTmhaitsiopnreilnitmhiinsaprryeoliffmeirninargymofefTmehreoirndagantedmueofm tiohsrisannoofdtfuearmninoigsffmenroetmocoorsaemnllpdtluhetmeesiseasndmasuyreebcieitacnhda,ni2sg0e1n7do..ttoubyhtseeicitinegWanofferelsthlaymlootsnitireeseucessrucutneiinermgrynaffoerpimillehtrcidsirujehwnoitestiyannieiheotoomrardffnmerusadleifinsalveepmrerodnitniltiet.d
TABLE OF CONTENTS
SUMMARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 CORPORATE AND FINANCING STRUCTURE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 THE OFFERING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 SUMMARY HISTORICAL FINANCIAL AND OTHER INFORMATION . . . . . . . . . . . . . . . . 20 RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27 USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59 CAPITALIZATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60 SELECTED HISTORICAL FINANCIAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . 61 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION . . . . 65 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 76 INDUSTRY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100 BUSINESS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 109 MANAGEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 129 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS . . . . . . . . . . . . . . . . 131 SHAREHOLDERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 133 DESCRIPTION OF OTHER FINANCING ARRANGEMENTS . . . . . . . . . . . . . . . . . . . . . . . . 134 DESCRIPTION OF THE NOTES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 149 BOOKENTRY, DELIVERY AND FORM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 228 CERTAIN TAX CONSEQUENCES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 234 CERTAIN INSOLVENCY LAW CONSIDERATIONS AND LIMITATIONS ON THE VALIDITY AND ENFORCEABILITY OF THE GUARANTEES AND THE SECURITY INTERESTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 241 NOTICE TO INVESTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 283 PLAN OF DISTRIBUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 286 SERVICE OF PROCESS AND ENFORCEMENT OF CIVIL LIABILITIES . . . . . . . . . . . . . . . 289 LEGAL MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 293 INDEPENDENT AUDITORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 294 WHERE YOU CAN FIND OTHER INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 295 LISTING AND GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 296 INDEX TO THE FINANCIAL STATEMENTS AND OTHER FINANCIAL INFORMATION . F1 In making an investment decision, you should rely only on the information contained in this offering memorandum. None of the Issuer, the Guarantors or any of the Initial Purchasers (as defined herein) has authorized anyone to provide you with information that is different from the information contained herein. If given, any such information should not be relied upon. None of the Issuer, the Guarantors or any of the Initial Purchasers is making an offer of the Notes in any jurisdiction where this Offering (as defined herein) is not permitted. You should not assume that the information contained in this offering memorandum is accurate as of any date other than the date on the front cover of this offering memorandum.
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IMPORTANT INFORMATION ABOUT THIS OFFERING MEMORANDUM This Offering is being made in the United States in reliance upon an exemption from registration under the Securities Act for an offer and sale of the Notes which does not involve a public offering. In making your purchase, you will be deemed to have made certain acknowledgments, representations and agreements. See ‘‘Notice to Investors.’’ This offering memorandum is being provided (i) to U.S. investors that the Issuer reasonably believes to be qualified institutional buyers under Rule 144A for informational use solely in connection with their consideration of the purchase of the Notes and (ii) to investors outside the United States in connection with offshore transactions complying with Rule 903 or Rule 904 of Regulation S under the Securities Act. The Notes and the Guarantees described in this offering memorandum have not been registered with, recommended by or approved by the U.S. Securities and Exchange Commission (the ‘‘SEC’’), any state securities commission in the United States or any other securities commission or regulatory authority of any jurisdiction, nor has the SEC, any state securities commission in the United States or any such other securities commission or authority passed upon the accuracy or adequacy of this offering memorandum. Any representation to the contrary is a criminal offense.
In making an investment decision regarding the Notes offered pursuant to this offering memorandum, you must rely on your own examination of the Issuer and the terms of this Offering, including the merits and risks involved. This Offering is being made on the basis of this offering memorandum only. Any decision to purchase Notes in this Offering must be based on the information contained in this offering memorandum.
We have prepared this offering memorandum solely for use in connection with this Offering. You may not distribute this offering memorandum or make photocopies of it without our prior written consent other than to people you have retained to advise you in connection with this Offering.
You are not to construe the contents of this offering memorandum as investment, legal or tax advice. You should consult your own counsel, accountants and other advisors as to the legal, tax, business, financial and related aspects of a purchase of the Notes. You are responsible for making your own examination of the Issuer and your own assessment of the merits and risks of investing in the Notes. None of the Issuer or the Initial Purchasers is making any representation to you regarding the legality of an investment in the Notes by you under appropriate legal investment or similar laws.
The information contained in this offering memorandum has been furnished by the Issuer and other sources we believe to be reliable. This offering memorandum contains summaries, believed to be accurate, of some of the terms of specific documents, but reference is made to the actual documents for the complete information contained in those documents. You should contact the Issuer or the Initial Purchasers with any questions about this Offering. All summaries contained herein are qualified in their entirety by this reference. Copies of certain documents and other information relating to the issuance of the Notes will be available at the specified offices of the Issuer.
The Initial Purchasers will provide prospective investors with a copy of this offering memorandum and any related amendments or supplements. By receiving this offering memorandum, you acknowledge that you have not relied on the Initial Purchasers in connection with your investigation of the accuracy of this information or your decision on whether or not to invest in the Notes.
The information set forth in relation to sections of this offering memorandum describing clearing arrangements, including in the sections entitled ‘‘Description of the Notes’’ and ‘‘BookEntry, Delivery and Form,’’ is subject to any change in or reinterpretation of the rules, regulations and procedures of Euroclear and Clearstream currently in effect. While we accept responsibility for accurately summarizing such information, we accept no further responsibility in respect of such information.
By purchasing the Notes, you will be deemed to have acknowledged that you have reviewed this offering memorandum and have had an opportunity to request, and have received all additional information that you need from us. No person is authorized in connection with this Offering to give any information or to make any representation not contained in this offering memorandum and, if given or made, any other information or representation must not be relied upon as having been authorized by the Issuer or the Initial Purchasers. The information contained in this offering memorandum is accurate as of the date hereof. The Issuer’s and the Issuer’s subsidiaries’ business, financial condition or other information contained in this offering memorandum may change after the date hereof. Neither the delivery of this offering memorandum at any time nor any subsequent commitment to purchase the Notes shall, under any
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circumstances, create any implication that there has been no change in the information set forth in this offering memorandum or in the business of the Issuer since the date of this offering memorandum. The Issuer accepts responsibility for the information contained in this offering memorandum. The Issuer has made all reasonable inquiries and confirmed to the best of its knowledge, information and belief that the information contained in this offering memorandum is true and accurate in all material respects, that the opinions and intentions expressed in this offering memorandum are honestly held, and that it is not aware of any facts the omission of which would make this offering memorandum or any statement contained herein misleading in any material respect. The Initial Purchasers make no representation or warranty, express or implied, as to, and assume no responsibility for, the accuracy or completeness of the information contained in this offering memorandum. Nothing contained in this offering memorandum is, or shall be relied upon as, a promise or representation by the Initial Purchasers as to the past or the future.
In accordance with normal and accepted market practice, none of the Trustee, the Security Agent, the Paying Agent, the Registrar or the Transfer Agent (each as defined herein) is responsible for the contents of this offering memorandum or expresses any opinion as to the merits of the Notes under this offering memorandum.
The Notes are subject to restrictions on transferability and resale and may not be transferred or resold except as permitted under the Securities Act and applicable securities laws of any other jurisdiction. You should be aware that you may be required to bear the financial risks of this investment for an indefinite period of time. See ‘‘Plan of Distribution’’ and ‘‘Notice to Investors.’’
We intend to list the Notes on the Official List of the Exchange, and have submitted this offering memorandum to the competent authority in connection with the listing application. In the course of any review by the competent authority, we may be requested to make changes to the financial and other information included in this offering memorandum. We may also be required to update the information in this offering memorandum to reflect changes in our business, financial condition or results of operations and prospects. We cannot guarantee that our application to list the Notes on the Official List of the Exchange will be approved as of the settlement date for the Notes or any date thereafter, and settlement of the Notes is not conditioned on obtaining such listing or approval.
We reserve the right to withdraw this Offering at any time. We are making this Offering subject to the terms described in this offering memorandum and the purchase agreement between the Issuer and the Initial Purchasers relating to the purchase and sale of the Notes. The Issuer and the Initial Purchasers each reserve the right to reject any commitment to subscribe for the Notes in whole or in part and to allot to any prospective investor less than the full amount of the Notes sought by such investor. The Initial Purchasers and certain of their respective related entities may acquire, for their own accounts, a portion of the Notes.
The distribution of this offering memorandum and the offer and sale of the Notes are restricted by law in some jurisdictions. This offering memorandum does not constitute an offer to sell or an invitation to subscribe for or purchase any of the Notes in any jurisdiction in which such offer or invitation is not authorized or to any person to whom it is unlawful to make such an offer or invitation. Each prospective offeree or purchaser of the Notes must comply with all applicable laws and regulations in force in any jurisdiction in which it purchases, offers or sells the Notes or possesses or distributes this offering memorandum, and must obtain any consent, approval or permission required under any regulations in force in any jurisdiction to which it is subject or in which it makes such purchases, offers or sales, and neither the Issuer nor the Initial Purchasers shall have any responsibility therefor. See ‘‘Plan of Distribution’’ and ‘‘Notice to Investors.’’
If you are in any doubt about the contents of this offering memorandum you should consult your stockbroker, bank manager, solicitor, accountant or other financial advisor. It should be remembered that the price of securities and the income from them can go down as well as up.
STABILIZATION IN CONNECTION WITH THIS OFFERING, NATIXIS (THE ‘‘STABILIZING MANAGER’’) (OR PERSONS ACTING ON ITS BEHALF) MAY OVERALLOT OR EFFECT TRANSACTIONS WITH A VIEW TO SUPPORTING THE MARKET PRICE OF THE NOTES AT A LEVEL OTHER THAN THAT WHICH MIGHT OTHERWISE PREVAIL. HOWEVER, THERE CAN BE NO ASSURANCE THAT THE STABILIZING MANAGER (OR PERSONS ACTING ON ITS BEHALF) WILL UNDERTAKE
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STABILIZATION ACTION. ANY STABILIZATION ACTION MAY BEGIN ON OR AFTER THE DATE ON WHICH ADEQUATE PUBLIC DISCLOSURE OF THE FINAL TERMS OF THIS OFFERING IS MADE AND, IF BEGUN, MAY BE DISCONTINUED AT ANY TIME, BUT IT MUST END NO LATER THAN THE EARLIER OF 30 CALENDAR DAYS AFTER THE ISSUE DATE AND 60 CALENDAR DAYS AFTER THE DATE OF THE ALLOTMENT OF THE NOTES. ANY STABILIZATION ACTION OR OVERALLOTMENT MUST BE CONDUCTED BY THE RELEVANT STABILIZING MANAGER (OR PERSONS ACTING ON ITS BEHALF) IN ACCORDANCE WITH ALL APPLICABLE LAWS AND RULES. FOR A DESCRIPTION OF THESE ACTIVITIES, SEE ‘‘PLAN OF DISTRIBUTION.’’
NOTICE TO INVESTORS IN THE UNITED STATES The Notes will be sold outside the United States pursuant to Regulation S and within the United States to qualified institutional buyers pursuant to Rule 144A. The Notes and the Guarantees have not been and will not be registered under the Securities Act and the Notes and the Guarantees may not be offered or sold within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. See ‘‘Notice to Investors.’’
NOTICE TO INVESTORS IN THE UNITED KINGDOM This offering memorandum is for distribution only to, and is directed solely at, persons who (i) are outside the United Kingdom, (ii) are investment professionals, as such term is defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the ‘‘Financial Promotion Order’’), (iii) are persons falling within Articles 49(2)(a) to (d) of the Financial Promotion Order or (iv) are persons to whom an invitation or inducement to engage in investment banking activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000 (the ‘‘FSMA’’)) in connection with the issue or sale of any Notes may otherwise be lawfully communicated or caused to be communicated (all such persons together being referred to as ‘‘relevant persons’’). This offering memorandum is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this offering memorandum relates is available only to relevant persons and will be engaged in only with relevant persons. Any person who is not a relevant person should not act or rely on this offering memorandum or any of its contents.
NOTICE TO INVESTORS IN THE EUROPEAN ECONOMIC AREA This offering memorandum has been prepared on the basis that all offers of the Notes will be made pursuant to an exemption under the Prospectus Directive (as defined below), from the requirement to produce a prospectus for offers of the Notes. In relation to each member state of the European Economic Area (the ‘‘EEA’’) (each, a ‘‘Relevant Member State’’), with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State no offer of Notes to the public in that Relevant Member State may be made other than: (i) to any legal entity which is a qualified investor as defined in the Prospectus Directive; (ii) to fewer than 150 natural or legal persons (other than qualified investors as defined in the Prospectus Directive); or (iii) in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that no such offer of Notes shall require us or any Initial Purchasers to publish a prospectus pursuant to Article 3 of the Prospectus Directive. Accordingly, any person making or intending to make any offer within the EEA of the Notes should only do so in circumstances in which no obligation arises for us or the Initial Purchasers to produce a prospectus for such offer. Neither we nor the Initial Purchasers have authorized, nor authorize, the making of any offer of Notes through any financial intermediary, other than offers made by the Initial Purchasers, which constitute the final placement of the Notes contemplated in this offering memorandum. For the purposes of this section, the expression an ‘‘offer of Notes to the public’’ in relation to any Notes in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Notes to be offered so as to enable an investor to decide to purchase or subscribe the Notes, as the same may be varied in that Relevant Member State by any measure implementing the Prospectus Directive in that Relevant Member State. The expression ‘‘Prospectus Directive’’ means Directive 2003/71/EC (as amended, including by Directive 2010/73/EU), and includes any relevant implementing measure in the Relevant Member State.
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NOTICE TO INVESTORS IN FRANCE This offering memorandum has not been prepared in the context of a public offering of financial securities in France within the meaning of article L. 4111 of the FrenchCode monétaire et financier and Title I of Book II of theRèglement Général of theAutorité des marchés financiers the French financial markets authority, (the ‘‘AMF’’). Consequently, the Notes may not be, directly or indirectly, offered or sold to the public in France (offre au public de titres financiers), and neither this offering memorandum nor any offering or marketing materials relating to the Notes must be made available or distributed in any way that would constitute, directly or indirectly, an offer to the public in France. The Notes may only be offered or sold in France to qualified investors (investisseurs qualifiés), other than individuals, and/or to providers of investment services relating to portfolio management for the accounts of third parties (personnes fournissant le service d’investissement de gestion de portefeuille pour le compte de tiers), all as defined in and in accordance with articles L. 4112, D. 4111, D. 7441, D. 7541 and D. 7641 of the FrenchCode monétaire et financier. Prospective investors are informed that: (i) this offering memorandum has not been and will not be submitted for prior approval and clearance procedure to the AMF; (ii) in compliance with articles L. 4112, D. 4111, D. 7441, D. 7541 and D. 7641 of the FrenchCode monétaire et financier, any qualified investors (investisseurs qualifiés) subscribing for the Notes should be acting for their own accounts; and (iii) the direct and indirect distribution or sale to the public of the Notes acquired by them may only be made in compliance with articles L. 4111, L. 4112, L. 4121 and L. 6218 of the FrenchCode monétaire et financier.
NOTICE TO INVESTORS IN BELGIUM This offering memorandum relates to a private placement of the Notes and does not constitute an offer or solicitation to the public in Belgium to subscribe for or acquire the Notes. The Offering has not been and will not be notified to, and this offering memorandum has not been and will not be approved by, the Belgian Financial Services and Markets Authority (Autoriteit voor Financiële Diensten en Markten/Autorité des Services et Marchés Financiers) pursuant to the Belgian laws and regulations applicable to the public offering of notes. Accordingly, this Offering, as well as any other materials relating to this Offering, may not be advertised, the Notes may not be offered or sold, and this offering memorandum or any other information circular, brochure or similar document may not be distributed, directly or indirectly, to (i) any other person located and/or resident in Belgium other than in circumstances which do not constitute an offer to the public in Belgium pursuant to the Belgian Law of June 16, 2006 on the public offering of investment instruments and the admission of investment instruments to trading on a regulated market (the ‘‘Belgian Prospectus Law’’) or pursuant to the Belgian Law of August 3, 2012 on certain forms of collective management of investment portfolios or (ii) any person qualifying as a consumer within the meaning of the Belgian Code of Economic Law (Wetboek van 28 februari 2013 van economisch recht/Code du 28 février 2013 de droit économique). This offering memorandum has been issued to the intended recipient for personal use only and exclusively for the purpose of the Offering. Therefore it may not be used for any other purpose, nor passed on to any other person in Belgium. Each investor who in Belgium acquires Notes shall by so doing be taken to have represented and warranted to the Issuer and the Initial Purchasers that it is a qualified investor within the meaning of the Belgian Prospectus Law and/or that it has complied with any other restrictions applicable in Belgium.
NOTICE TO INVESTORS IN CANADA The Notes may be sold only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined in National Instrument 45106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the Notes must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities laws. Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if this offering memorandum (including any amendment thereto) contains a
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misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province or territory for particulars of these rights or consult with a legal advisor. Pursuant to section 3A.3 of National Instrument 33105 Underwriting Conflicts (‘‘NI 33105’’), the Initial Purchasers are not required to comply with the disclosure requirements of NI 33105 regarding underwriter conflicts of interest in connection with this Offering.
NOTICE TO INVESTORS IN GERMANY The Notes may not be offered and sold to the public, except in accordance with the German Securities Prospectus Act (Wertpapierprospektgesetz) or any other laws applicable in Germany governing the issue, offering and sale of securities. This offering memorandum has not been and will not be submitted to, nor has it been nor will it be approved by, the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht). The Issuer has not obtained, and does not intend to obtain, a notification from the German Federal Financial Supervisory Authority or from another competent authority of a member state of the EEA, with which a securities prospectus may have been filed, pursuant to Section 17(3) of the German Securities Prospectus Act. The Notes must not be distributed within Germany by way of a public offer, public advertisement or in any similar manner, and this offering memorandum and any other document relating to the Notes, as well as information contained therein, may not be supplied to the public in Germany or used in connection with any offer for subscription of Notes to the public in Germany. Consequently, in Germany, the Notes will only be available to, and this offering memorandum and any other offering material in relation to the Notes are directed only at, persons who are ‘‘qualified investors’’ (qualifizierte Anleger) within the meaning of Section 2 No. 6 of the German Securities Prospectus Act. This offering memorandum and other offering materials relating to the offer of Notes are strictly confidential and may not be distributed to any person or entity other than the recipients hereof.
NOTICE TO INVESTORS IN LUXEMBOURG The Notes are not offered to the public in or from Luxembourg and each Initial Purchaser has represented and agreed that it will not offer the Notes or cause the offering of the Notes or contribute to the offering of the Notes to the public in or from Luxembourg, unless all the relevant legal and regulatory requirements concerning a public offer in or from Luxembourg have been complied with. In particular, this offer has not been and may not be announced to the public and offering materials may not be made available to the public in Luxembourg.
NOTICE TO INVESTORS IN THE NETHERLANDS The Notes may not be offered, sold or delivered in the Netherlands to anyone other than persons who qualify as Qualified Investors (gekwalificeerde beleggers) as defined in the Dutch Financial Supervision Act (Wet op het financieel toezicht).
NOTICE TO INVESTORS IN THE REPUBLIC OF ITALY The Offering has not been registered with theCommissione Nazionale per le Società e la Borsa (‘‘CONSOB’’) pursuant to Italian securities legislation. Each Initial Purchaser has represented and agreed that any offer, sale or delivery of the Notes or distribution of copies of this offering memorandum or any other document relating to the Notes in the Republic of Italy will be effected in accordance with all Italian securities, tax and exchange control and other applicable laws and regulations. Any such offer, sale or delivery of the Notes or distribution of copies of this offering memorandum or any other document relating to the Notes in the Republic of Italy must be: (i) made by an investment firm, bank or financial intermediary permitted to conduct such activities in the Republic of Italy in accordance with Legislative Decree No. 58 of February 24, 1998, CONSOB Regulation No. 16190 of October 29, 2007 and Legislative Decree No. 385 of September 1, 1993 (in each case as amended from time to time); and (ii) in compliance with any other applicable laws and regulations or requirements imposed by CONSOB or any other Italian authority.
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NOTICE TO INVESTORS IN SWITZERLAND The Notes are being offered in Switzerland on the basis of a private placement only. This offering memorandum does not constitute a prospectus within the meaning of Art. 652A of the Swiss Federal Code of Obligations.
DISCLOSURE REGARDING FORWARDLOOKING STATEMENTS This offering memorandum contains and refers to certain forwardlooking statements with respect to our financial condition, results of operations and business. Forwardlooking statements are statements of future expectations that are based on management’s current expectations and assumptions and involve known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in these statements. Forwardlooking statements include, among others, statements concerning the potential exposure to market risks and statements expressing management’s expectations, beliefs, plans, objectives, intentions, estimates, forecasts, projections and assumptions. All statements other than statements of historical fact are, or may be deemed to be, forward looking statements. Forwardlooking statements are typically identified by words such as ‘‘anticipate,’’ ‘‘believe,’’ ‘‘could,’’ ‘‘estimate,’’ ‘‘expect,’’ ‘‘intend,’’ ‘‘may,’’ ‘‘plan,’’ ‘‘objectives,’’ ‘‘outlook,’’ ‘‘probably,’’ ‘‘project,’’ ‘‘will,’’ ‘‘seek,’’ ‘‘target’’ and other words of similar meaning in connection with a discussion of future operating or financial performance. All of these forwardlooking statements are based on estimates and assumptions made by such entities that, although believed to be reasonable, are inherently uncertain. Therefore, undue reliance should not be placed upon any forwardlooking statements. There are important factors that could cause actual results to differ materially from those contemplated by such forwardlooking statements. In addition, even if our actual results are consistent with the forwardlooking statements contained in this offering memorandum, those results or developments may not be indicative of results or developments in subsequent periods. For example, factors that could cause our actual results to vary from projected future results include, but are not limited to: • our ability to retain key personnel or creative talents or to attract new creative talents; • requests from customers to obtain intellectual property rights on the formats we create and programs we produce; • intellectual property infringements; • our dependency on positive reception by audiences, which is difficult to predict and impacted by various factors that we do not control; • fluctuations of our revenues from period to period; • failure to honor our obligations under the terms of our agreements with broadcasters; • inaccurately anticipating changes and trends in popular culture, media or technology; • the need for additional capital to fund our growing operations, especially for the production of scripted programs; • changes in global or regional economic conditions; • our ability to adapt to new customers or to changes in viewer behavior resulting from the development of new technologies; • increased employment costs; • our ability to compete effectively with existing or new competitors; • currency mismatches; • risks associated with content piracy; • default of counterparties in respect of money owed to us; • we are subject to risks associated with acquisitions and joint ventures; • litigation; • risks from doing business internationally;
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• our ability to exploit secondary rights on the content we produce; • labor disputes; • our shareholding structure; • our ability to implement our business strategy; • changes in tax laws or challenges to the Group’s tax position; • uncertainties and risks in connection with the Castaway Acquisition; • goodwill impairment; and • other risks associated with our indebtedness, the Notes, the Guarantees and the Collateral. The foregoing factors should not be construed as exhaustive. We urge you to read this offering memorandum, including the sections entitled ‘‘Risk Factors,’’ ‘‘Management’s Discussion and Analysis of Financial Condition and Results of Operations,’’ ‘‘Industry’’ and ‘‘Business’’ for a more complete discussion of the factors that could affect our future performance and the industry in which we operate.
Each forwardlooking statement speaks only as of the date of the particular statement. We undertake no obligation to publicly update or revise any forwardlooking statement, whether as a result of new information, future events or otherwise. All forwardlooking statements are expressly qualified in their entirety by the cautionary statements referred to in this section and contained elsewhere in this offering memorandum, including those set forth under ‘‘Risk Factors.’’ In light of these risks, our results could differ materially from the forwardlooking statements contained in this offering memorandum.
TAX CONSIDERATIONS Prospective purchasers of the Notes are advised to consult their own tax advisors as to the consequences of purchasing, holding and disposing of the Notes, including, without limitation, the application of U.S. federal tax laws to their particular situations, as well as any consequences to them under the laws of any other taxing jurisdiction, and the consequences of purchasing the Notes at a price other than the initial issue price in the Offering. See ‘‘Certain Tax Consequences.’’
TRADEMARKS AND TRADE NAMES We own or have rights to certain trademarks or trade names that we use in conjunction with the operation of our businesses. Each trademark, trade name or service mark of any other company appearing in this offering memorandum is the property of its respective holder.
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