Amber and Vivendi will cover 58 million of the 130 that Prisa needs to reduce debt

Prisa's capital increase to amortize debt is finally estimated at 130 million euros and has been approved with the commitment of its two main shareholders, Amber and Vivendi, willing to cover 45.01% of the total maximum nominal amount of the operation , which has materialized in an issue of bonds mandatorily convertible into shares.

This offer communicated to the National Securities Market Commission (CNMV) is made for a maximum amount of 129,999,500 euros, which will mean 351,350 new shares at 0.37 euros per title.

, as the company that publishes brands such as El País and Cadena Ser has explained to the supervisor. That is, only Amber Capital, the fund led by the current president of Prisa Joseph Oughourlian, and Vivendi, a French media company, have made it explicit that they will attend the operation with "firm and irrevocable investment commitments" for "45.01% of the total maximum nominal amount of the issue."

Of 130 million euros, Amber and Vivendi would assume up to 58.

Prisa's debt, of 833.6 million euros at the end of the first half of 2022, responds 97.55% to variable conditions and in one of its tranches is subject to Euribor + 8%, a difficult scenario to assume with the recent interest rate hikes.

As EL MUNDO announced, Vivendi also goes to this redemption attempt, in tune with Amber Capital, the main shareholder with 29.57% that was surely going to support an operation promoted by Oughourlian himself.

As this newspaper has already announced, Moncloa has been establishing a ceiling on the joint investment of Amber with Vivendi, which currently holds 9.51% of the shares:

to their presence in the capital increase.

The Government does not want a Prisa in foreign hands and that is the recurring argument to curb the interests of the French company in the Spanish group.

In any case, it cannot be ignored in the least that the Executive of PSOE and United We Can know of the ideological inclinations of Vivendi, of which Vicent Bolloré is in charge through the homonymous group of this conservative businessman who has promoted in his media far-right populist politician Eric Zemmour.

Vivendi has unsuccessfully sought to gain weight in Prisa's shareholding, to the point of requesting that the Council of Ministers authorize an increase to 29.57%, a limit immediately below 30%, which would imply the obligation to launch a takeover bid for the entire the society.

The Government turned a deaf ear to that request and has indirectly been telling Vivendi that this company and Amber cannot exceed 45% of Prisa's shares.

With Amber already at 29.9%, Vivendi could only strengthen from its 9.51% to 15%.

This upward route may also be subject to the approval of the Government and its anti-opa shield,

No backing from all shareholders

Prisa's capital increase is not finding the desired support from Santander, which has avoided ruling on whether it would go to the operation.

The financial entity chaired by Ana Botín has 4.63% of the shares, but its power has always been greater: it is usually aligned with other shareholders such as the Polanco family (7.28%) and the Qatari sheikh Khalid bin Thani bin Abdullah Al Thani (4.91%), and also the relevance of the bank in Prisa is fundamental due to its repeated refinancing.

According to the sources consulted by EL MUNDO, other shareholders such as Alconaba (6.77%) and Carlos Slim (4.12%) welcome the expansion, although they do not appear in the documentation provided to the CNMV.

The bond offer "is aimed mainly at the company's shareholders and eventual purchasers of preferential subscription rights as well as, secondarily, at qualified national or foreign investors," Prisa explained to the CNMV.

Oughourlian has tested other media groups (such as Mediaset) and especially funds, beyond Amber, according to sources familiar with the process: no quorum has been found among the large shareholders.

The bond issue

, which is referenced to a variable interest rate and which was refinanced in April 2022."

Prisa wants to repay liabilities as soon as possible, since it faces tranches associated with the Euribor and heavily weighed down by the successive increases in interest rates that have been applied by the European Central Bank (ECB).

One of these tranches stands out as the main objective of this operation:

The interest rate requirement does not end there: there is another tranche of financial debt of 575 million with a cost of Euribor + 5.25%.

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