TVN completes ‘n’ takeover

Polish media firm TVN has finalised its acquisition of the 49% stake in satellite DTH platform ‘n’ that it did not already own.
Nationwide broadcaster TVN acquired the remaining stake for E188m, snapping up the minority stake from fellow Polish media…

Polish media firm TVN has finalised its acquisition of the 49% stake in satellite DTH platform ‘n’ that it did not already own.

Nationwide broadcaster TVN acquired the remaining stake for E188m, snapping up the minority stake from fellow Polish media group ITI Media Group. Under the terms of the deal, TVN purchased the remaining 9,609 shares, representing 49% of the share capital, in Neovision Holding, the holding company which in turn controls and operates ‘n’.

To fund the E188m total transaction price, TVN has issued E148m in seven-year 10.75% high yield senior unsecured notes and E40m in corporate promissory notes to ITI Media Group and its subsidiaries.

The high yield notes have four-year non-call and rank pari passu with the E405m 10.75% senior notes, due 2017, that were issued by TVN in November 2009. The promissory notes, which have substantially the same terms and conditions as the as the high yield notes, are to be put in an escrow account to be released subject to the satisfaction of certain conditions.

Under the terms of the buyout, which was originally agreed in November 2009, TVN Group will repay the ITI Group ‘n’s existing liabilities of E60m, including the termination of the compensation payment that was due in 2011.

JPMorgan and Nomura acted as advisors to TVN for the E405m bond offering in November 2009 and a TVN spokesperson told SatelliteFinance that JPMorgan also issued a fairness opinion on the transaction of the 49% stake in ‘n’.

While ‘n’ is the smallest of Poland’s three satellite TV platforms, TVN argues that, by combining it with its exiting broadcast services, the group can offer Poland’s only fully integrated multimedia platform. TVN believes this will give it a greater balance in advertising and subscription-based revenues, increase its leverage in content acquisition and present it with new multi-platform cross-selling and promotional opportunities.

TVN is Eastern Europe’s largest listed broadcaster, trading on the Warsaw stock exchange. ITI Group currently holds a majority 57.4% stake in TVN.