NDS Finance plans $1.275 billion in credit facility and mezzanine debt for NDS Group purchase

By Sara Rosenberg

New York, Aug. 14 - NDS Finance expects to get $1.275 billion in senior secured credit facility and mezzanine financing to help fund the buyout of NDS Group plc, according to an 8-K filed with the Securities and Exchange Commission Thursday.

Under the agreement, News Corp. and Permira Advisers LLP will purchase all issued and outstanding NDS Group series A ordinary shares for $63 per share in cash.

The completion of the transaction would result in NDS Group ceasing to be a public company, and Permira owning about 51% of the company and News Corp. owning about 49%.

Roughly 67% of the NDS Group series B ordinary shares held by News Corp. would be canceled in exchange for $63 per share in a mix of cash of about $1.52 billion and a $242 million vendor note.

The transaction is expected to close by the end of the year or early 2009, subject to the receipt of certain regulatory approvals, the approval of the transaction by holders of the NDS series A ordinary shares, the approval of the High Court of Justice of England and Wales, the availability of funds and certain other customary conditions.

NDS Finance, a private limited company incorporated in England, is a direct, wholly owned subsidiary of NDS Group.

NDS Group is a U.K.-based supplier of open end-to-end digital technology and services to digital pay-television platform operators and content providers.

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