De Agostini in FL Entertainment’s Business Combination With Pegasus Entrepreneurs

May 11, 2022

Cleary Gottlieb is representing De Agostini in the contemplated business combination of FL Entertainment (holding company of Banijay group and Betclic group) with Pegasus Entrepreneurial Acquisition Company Europe (SPAC backed by institutional sponsors Financière Agache and Tikehau Capital), resulting in a public listing of FL Entertainment on Euronext Amsterdam.

Minority shareholders of the Banijay group, including Vivendi, Fimalac, and De Agostini, and of the Betclic group, including SBM International, will reinvest in the transaction so as to become shareholders of FL Entertainment.

The PIPE investors, including Exor, Vivendi, Fimalac, Axa Investment Managers, and Arjo, committed €219 million to FL Entertainment taking the total funding of the transaction to circa €760 million.

The transaction implies a pro forma equity value of €4.1 billion and a pro forma enterprise value of €7.2 billion.

The contemplated business combination is expected to close on June 30, 2022, and subsequently list on July 1, 2022. The business combination is subject to approval by Pegasus Entrepreneurs and other regulatory and customary closing conditions.

FL Entertainment is a global entertainment leader led by Stéphane Courbit, a 30-year entertainment industry pioneer and entrepreneur, and François Riahi. Through its businesses, Banijay group and Betclic Everest group, FL Entertainment is a leader in attractive and high-growth-market segments, as the largest independent content producer globally and the fastest-growing sports betting platform in Europe. For the year ended December 31, 2021, Banijay and Betclic recorded combined revenue and adjusted EBITDA of respectively €3.5 billion and €609 million.

Founded in 1901, De Agostini is a family-owned private group active worldwide and active in publishing, media, gaming & services, and finance.