Banijay Entertainment S.A.S. - Tender Offer - Launch

Banijay Entertainment S.A.S. Announces Tender Offer

01 JUNE 2023

Full announcement including disclaimers and offer restrictions available via TISE

"June 1, 2023 — Banijay Entertainment S.A.S. (the “Offeror”) announces today that it is offering to purchase for cash (the “Tender Offer”) up to $50,000,000 (the “Maximum Acceptance Amount”) in aggregate principal amount of its outstanding $403,000,000 5.375% Senior Secured Notes due 2025 (the “Notes”) from holders of the Notes (the “Noteholders”), as further described in the tender offer memorandum dated as of June 1, 2023 (the “Tender Offer Memorandum”).

The Tender Offer begins on June 1, 2023, and will expire at 11:59 p.m., New York City time, on June 29, 2023, unless extended or earlier terminated by the Offeror (such time and date, as the same may be extended, the “Expiration Deadline”).

If the Offeror decides to accept valid tenders of Notes pursuant to the Tender Offer at or prior to 5:00 p.m., New York City time, on June 14, 2023 (the “Early Tender Deadline”), the amount that will be paid to each Noteholder on the Initial Payment Date for the Notes accepted for purchase from such Noteholder will be an amount equal to the aggregate amount of the Notes of such Noteholder accepted for purchase pursuant to the Tender Offer at the “Early Tender Consideration” of $1,000.00 per $1,000 aggregate principal amount of Notes accepted. The “Initial Payment Date”, in respect of any Notes that are validly tendered (and not validly withdrawn) at or prior to the Early Tender Deadline and that are accepted for purchase, will occur promptly after the Early Tender Deadline and is expected to be no later than June 20, 2023.

If the Offeror decides to accept valid tenders of Notes pursuant to the Tender Offer after the Early Tender Deadline, the amount that will be paid to each Noteholder on the Final Payment Date for the Notes accepted for purchase from such Noteholder will be an amount equal to the aggregate amount of the Notes of such Noteholder accepted for purchase pursuant to the Tender Offer at the “Tender Consideration” of $970.00 per $1,000 aggregate principal amount of Notes accepted. The “Final Payment Date,” in respect of any Notes that are validly tendered (and not validly withdrawn) after the Early Tender Deadline and at or prior to the Expiration Deadline and that are accepted for purchase, will occur promptly after the Expiration Deadline and is expected to be no later than July 3, 2023."

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