OVERVIEW

ProSiebenSat.1 uses various financing instruments and, in July 2025, extended both a large part of the term loans and the revolving credit facility until 2029. The extension was to take effect in September 2025, provided that no change of control occurred.

Upon completion of the takeover offer, MFE-MEDIAFOREUROPE N.V. (“MFE”) holds 75.6% of the voting rights in ProSiebenSat.1 Media SE. The resulting change of control triggered a termination right in the financing agreements; which was exercised by the majority of creditors. In the course of the takeover offer, MFE provided a financing package with several components totaling EUR 2,100 million to secure terminations due to the change of control. In implementation of this financing package, ProSiebenSat.1 Media SE signed a loan agreement with an international banking consortium on November 7, 2025. This new financing package comprises a term loan of EUR 1,400 million maturing in September 2030 and a revolving credit facility of EUR 400 million, also maturing in September 2030. In addition, the financing package includes a bridge facility of EUR 300 million with an initial term until September 2026 and an option to extend until September 2027. The loan tranche provides for semi-annual repayments of EUR 70 million starting on March 16, 2027. The three financing components require ProSiebenSat.1 Media SE to comply with a standard financial covenant.
In addition, following the change of control in January 2026, the Group repaid promissory notes amounting to EUR 647 million. The remaining outstanding nominal volume of the promissory note loans, amounting to EUR 53 million, is distributed across regular terms in the period from 2026 to 2029.

Against this backdrop, financing remains stable after the change of control.