UPDATE 2-ProSiebenSat.1 owners get 485 mln euros from placement

Thu Feb 14, 2013 9:30am EST

* 19.73 mln shares placed at 24.60 euros apiece

* Seen as first step to complete exit from ProSiebenSat.1

* ProSiebenSat.1 shares drop 5 pct

FRANKFURT, Feb 14 (Reuters) - Private equity firms KKR and Permira raised 485 mln euros in a sale of their non-voting preference shares in German broadcaster ProSiebenSat.1, the first step towards their complete exit from the media group.

The investors' jointly controlled holding company Lavena Holding 1 GmbH sold 19.73 million shares of ProSieben, representing 18 percent of the company's preference shares, at 24.60 euros apiece, Deutsche Bank, which organised the placement, said on Thursday.

The two private equity firms bought a controlling stake in ProSiebenSat.1 in 2006 and merged it with SBS Broadcasting, a media group they had bought a year earlier.

The transaction valued ProSieben at 5.9 billion euros at the time. Its current market value is about 2.7 billion euros, according to Reuters data.

The placement comes two months after KKR and Permira said they would prepare an exit from the media group after the $1.7 billion sale of its Scandinavian activities. The stake sale was the first step in that process, two people familiar with the companies' thinking said.

The investors said they will use the proceeds of 485 million euros ($651.67 million) to pay down debt.

ProSieben preference shares were down 5.01 percent at 23.97 euros by 1422 GMT. But they are still up about 13 percent so far this year, outperforming the media sector, which has gained almost 3 percent.

After the placement the two private equity firms will still own 88 percent of the media group's voting shares. Dutch Telegraaf Media Group holds the remaining 12 percent.

KKR and Permira want to exit ProSieben, preferably via a placement of their shares on the market, the sources said.

Ahead of that, ProSieben will ask shareholders in July to approve a plan to convert non-voting preference shares into voting common shares.

This move will increase the free float and make it a potential candidate for inclusion in Germany's bluechip index DAX.

Separately, KKR and Permira have mandated JP Morgan to explore a potential sale of their stake to a media company.

Such a move that is likely to come before of the shareholders meeting in July, as a potential buyer would likely prefer to buy a 88 pct voting majority than to acquire a diluted 44 percent after the shareholder vote.