Headquarters of the PRISA group in Gran Vía, Madrid.Andrea Comas
PRISA, (EL PAÍS publishing group) has called an extraordinary general meeting of shareholders to approve the sale of the Spanish business of Santillana to the Finnish group Sanoma, which will be held, telematically, on December 18.
The price for the sale of Santillana Spain has been established on a company value of 465 million euros, which represents a multiple of 9.6 times the average EBITDA (gross operating profit) of the educational cycle for the 2017/2019 period, above the multiples of the main comparable transactions in the sector.
The price will be paid in full in cash on the closing date of the transaction, after discounting the net debt as of June 30, 2020 of the business object of the transaction, estimated at 51 million euros.
The sale will generate a capital gain estimated at 385 million euros.
The closing of the operation is conditional on the approval of the Extraordinary Meeting that has just been called, the mandatory authorization of the Spanish competition authorities, as well as the formalization of the refinancing agreement recently reached by PRISA and which has 100 % of support from creditor banks.
This pact involves extending the maturity of the debt until March 2025, with an initial cost of 5.5% and an average total cost of 7% during the life of the contract.
It contemplates the amortization of 400 million of debt (with which the total net debt is cut by more than 30%) and establishes the framework for a future effective separation of the Education and Media businesses.
With this refinancing, the company will have around 275 million to meet its liquidity needs and to develop the strategic plans of its businesses.
In order to align the Group with the best practices of corporate governance, the approval of the remuneration policy for the directors applicable for the years 2020 and 2021, the modification of the articles are also included on the agenda of the Extraordinary Meeting. 15 and 24 (Formulation and verification of the annual accounts) of the Corporate Bylaws of PRISA and changes to the Regulations of the Board of Directors.