News
Corporation
to
backstop
financing
measures
of
€340
million
in
Sky
Deutschland
AG
News
Corporation
has
agreed
to
backstop
€340
million
of
financing
measures
that
are
being
initiated
by
Sky
Deutschland
AG
(“Sky
Deutschland”).
The
financing
measures
will
consist
of a
rights
offering
of
up
to
269.6
million
newly
issued
registered
shares,
which
may
be
combined
with
a
bond
issued
to
News
Corporation
that
is
convertible
for
up
to
53.9
million
underlying
Sky
Deutschland
shares,
and/or
a
loan
provided
by
News
Corporation.
News
Corporation
will
have
the
right
to
convert
the
bond
into
equity
at
any
time
following
a
40-day
holding
period,
subject
to
certain
black-out
periods.
If
not
converted,
News
Corporation
will
have
the
option
to
redeem
the
bond
for
cash
upon
its
maturity
in
four
years.
The
issuance
and
size
of
the
convertible
bond
and/or
loan
will
depend
on
the
amount
raised
through
the
rights
offering
in
order
to
ensure
that
the
overall
proceeds
to
Sky
Deutschland
amount
to
€340
million.
News
Corporation
is
committed
to
backstop
the
rights
offering
at a
price
no
lower
than
the
legally
permissible
minimum
(€1).
The
financing
measures
are
structured
such
that
News
Corporation’s
shareholding
in
Sky
Deutschland
will
not
exceed
49.9
percent
from
its
current
position
of
45.42
percent
unless
News
Corporation
elects
to
do
so.
News
Corporation’s
backstop
commitment
is
subject
to
certain
customary
conditions
such
as
the
absence
of a
material
adverse
change
in
Sky
Deutschland’s
business.
The
financing
measures
are
expected
to
be
completed
by
no
later
than
31
January
2011.
