News and Permira get senior and mezzanine debt commitment for proposed purchase of NDS

By Sara Rosenberg

New York, June 27 - News Corp. and Permira Advisers LLP are planning on getting new senior and mezzanine debt financing to help fund their proposed acquisition of NDS Group plc, according to a news release.

JPMorgan and Morgan Stanley would be the lead banks on the financing.

Under the proposal, News and Permira have offered to purchase NDS, News' majority-owned public subsidiary, for $60 per share and turn it into a private company.

NDS series A ordinary shares would be canceled for per share consideration of $60 in cash, and about 68% of the series B ordinary shares held by News would be canceled in exchange for $60 per share in a mix of cash of about $1.5 billion and a $200 million vendor note.

News currently owns about 72% of the equity and 96% of the voting power of NDS through its ownership of 100% of the outstanding series B shares. News will retain ownership of the remaining 32% of the series B ordinary shares it currently holds, resulting in it owning 49% of NDS pro forma for this transaction.

NDS would issue new series B ordinary shares to the Permira representing 51% of its equity pro forma for this transaction.

Equity financing for the transaction will be provided by funds advised by Permira.

If the proposed transaction proceeds, News and Permira intend to implement the transaction by way of a scheme of arrangement under Part 26 of the Companies Act 2006.

Consummation of the scheme is expected to take place in the fourth quarter, subject to court approval, the approval of series A shareholders, the availability of financing and other customary conditions, including the receipt of required antitrust approvals.

The independent committee will consider the proposed transaction and make recommendations as to whether NDS should enter into and whether shareholders should approve the acquisition agreement.

News is a New York-based media company. NDS is a U.K.-based supplier of open end-to-end digital technology and services to pay-television platform operators and content providers.

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