After a year of on-again, off-again discussions, Endemol won approval from two-thirds of its lenders for a debt-for-equity swap that will cut its liabilities from €2.8 billion ($3.6 billion) to €500 million but wrest control from its three owners, Mediaset SpA, Goldman Sachs Capital Partners and Cyrte Investments BV.
"We are delighted that the majority of our lenders have in principle agreed to the proposed commercial restructuring terms and we can now enter into the final part of the process," said CFO Just Spee in a statement.
Endemol's three owners have been battling to keep control of the company after nearly breaching debt covenants before extensions allowed them to defer payments while talks continued. But the owners will now see their combined stake fall below 50%.
Mediaset, the media company of former Italian premier Silvio Berlusconi, reportedly voted against Thursday's agreement and failed in an attempt to buy the company with Italian private equity house Clessidra SGR SpA last year. A €1 billion offer from New York media giant Time Warner Inc. was also rebuffed as lenders anticipated the debt-for-equity deal and envisioned a better price once the debt had been restructured.
But Mediaset's public statement did not criticize the restructuring. "The solution ... does not foresee a sale to third parties of the company and consequently Mediaset remains as the only media sector shareholder with all options about its future role (in Endemol) open," the Italian company said in a statement.
Endemol's liabilities are the legacy of its 2007 sale to Mediaset, Goldman and Cyrte. The trio paid 40% of the €3.6 billion asking price in cash and financed the remaining 60%.
Endemol's senior debt holders -- and new owners -- include Apollo Management LP, Centerbridge Partners LP, Providence Equity Partners Inc., Barclays Bank plc, Goldman, Royal Bank of Scotland Group plc and the estate of bankrupt Lehman Brothers Holdings Inc.
Last year, Endemol's Ebitda more than halved to €150 million, according to the Guardian newspaper, while the company said it beat its own sales projections by 10% without giving figures.
Endemol first warned of trouble with bondholders in its 2010 annual report, which showed its loss had ballooned to €1.29 billion from €345 million, much of it on write-downs. In 2010, sales rose 4.7% to €1.25 billion, resulting in Ebitda of €393.8 million.
Mediaset tapped Lazard to help it fight the debt-for-equity swap and launch the offer. Endemol is working with Houlihan Lokey Inc.
A Kirkland & Ellis LLP team led by Phillip Crump and including Kon Asimacopoulos and Matthew Dean provided legal counsel to Apollo, Avenue Capital Group, Centerbridge, Cyrus Capital Partners LP and Providence Equity Partners.
Mayer Brown LLP hires Lawrence V. Berkovich as a partner in the banking and finance practice, amid "rapid growth of the CLO market." For other updates launch today's Movers & shakers slideshow.
The firm's Daniel Bonoff discusses the difficult environment for finding quality targets, but welcomes a hot market for issuers. More video