CONFIDENTIAL INFORMATION MEMORANDUM £2,729,000,000 Senior Secured Credit Facilities
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October 2019 Motion Acquisition Limited October 2019 Motion Acquisition Limited CONFIDENTIAL INFORMATION MEMORANDUM £2,729,000,000 Senior Secured Credit Facilities £400,000,000 Revolving Credit Facility £2,329,000,000 Term Loan B Facility Joint Global Coordinators: Joint Lead Arrangers and Joint Bookrunners: Mandated Lead Arrangers: SPECIAL NOTICE REGARDING PUBLICLY AVAILABLE INFORMATION MOTION ACQUISITION LIMITED (THE “COMPANY”) HAS REPRESENTED THAT THE INFORMATION CONTAINED IN THIS CONFIDENTIAL INFORMATION MEMORANDUM IS EITHER PUBLICLY AVAILABLE OR DOES NOT CONSTITUTE MATERIAL NON-PUBLIC INFORMATION WITH RESPECT TO THE COMPANY OR ITS SECURITIES. THE RECIPIENT OF THIS CONFIDENTIAL INFORMATION MEMORANDUM HAS STATED THAT IT DOES NOT WISH TO RECEIVE MATERIAL NON- PUBLIC INFORMATION WITH RESPECT TO THE COMPANY AND/OR MERLIN ENTERTAINMENTS PLC (THE “TARGET” AND TOGETHER WITH ITS SUBSIDIARIES, THE “TARGET GROUP”) AND/OR THEIR RESPECTIVE AFFILIATES OR THEIR RESPECTIVE SECURITIES AND ACKNOWLEDGES THAT OTHER LENDERS HAVE RECEIVED A CONFIDENTIAL INFORMATION MEMORANDUM THAT CONTAINS ADDITIONAL INFORMATION WITH RESPECT TO SUCH PERSONS OR THEIR RESPECTIVE SECURITIES THAT MAY BE MATERIAL. NEITHER THE COMPANY NOR THE ARRANGERS TAKE ANY RESPONSIBILITY FOR THE RECIPIENT’S DECISION TO LIMIT THE SCOPE OF THE INFORMATION IT HAS OBTAINED IN CONNECTION WITH ITS EVALUATION OF THE COMPANY, THE TARGET GROUP AND THE FACILITIES. NOTWITHSTANDING THE RECIPIENT’S DESIRE TO ABSTAIN FROM RECEIVING MATERIAL NON-PUBLIC INFORMATION WITH RESPECT TO THE COMPANY AND THE TARGET GROUP AND THE ABSENCE OF MATERIAL NON-PUBLIC INFORMATION IN THIS CONFIDENTIAL INFORMATION MEMORANDUM, THE RECIPIENT ACKNOWLEDGES THAT (1) ALL INDIVIDUALS LISTED AS CONTACTS IN THIS CONFIDENTIAL INFORMATION MEMORANDUM ARE ON THE PRIVATE SIDE OF THE INFORMATION WALL AND THAT IF THE RECIPIENT CHOOSES TO COMMUNICATE WITH ANY SUCH INDIVIDUAL THE RECIPIENT ASSUMES THE RISK OF RECEIVING MATERIAL NON-PUBLIC INFORMATION CONCERNING THE COMPANY, THE TARGET GROUP AND THEIR RESPECTIVE RELATED PARTIES, OR THE SECURITIES THEREOF, (2) INFORMATION OBTAINED AS A RESULT OF BECOMING A LENDER MAY INCLUDE SUCH MATERIAL NON-PUBLIC INFORMATION, AND (3) IT HAS DEVELOPED COMPLIANCE PROCEDURES REGARDING THE USE OF MATERIAL NON-PUBLIC INFORMATION AND THAT IT WILL HANDLE SUCH MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE WITH APPLICABLE LAW INCLUDING NATIONAL AND STATE CONFIDENTIALSECURITIES LAWS. Page 1 October 2019 Motion Acquisition Limited Notice to and Undertaking by Recipients (this “Notice and Undertaking”) This Confidential Information Memorandum (the “Confidential Information Memorandum”) contains confidential information regarding (i) The Blackstone Group L.P., Canada Pension Plan Investment Board and KIRKBI A/S (each, together with its respective affiliates, funds, limited partnerships and other similar investment vehicles and accounts managed or advised by it, a “Sponsor” and together, the “Sponsor Group”), (ii) Motion Acquisition Limited (the “Company”) (together with its subsidiaries, the “Group”) and (iii) Merlin Entertainments plc (the “Target”) and its subsidiaries (together with the Target, the “Target Group”). The Confidential Information Memorandum has been prepared from information supplied by or on behalf of the Group and the Sponsor Group and is being furnished for information purposes only, by Bank of America Merrill Lynch International Designated Activity Company, Bank of America N.A., London Branch, Deutsche Bank AG, London Branch, Barclays Bank PLC, HSBC Bank plc, Mizuho Bank, Ltd., UniCredit Bank AG, London Branch, SMBC Nikko Capital Markets Limited, Bank of China Limited, London Branch, and Banco Santander S.A., London Branch (together with each of their respective affiliates, the “Arrangers”) to you in your capacity as a prospective lender (the “Recipient”) in considering the proposed senior secured credit facilities (the “Facilities”) to be made available in connection with the Company’s acquisition of the Target Group as described in the Confidential Information Memorandum. The Arrangers refer each Recipient to the copy of the authorisation letter from the Company to the Arrangers. The Arrangers have relied upon that authorisation letter. ACCEPTANCE OF THIS CONFIDENTIAL INFORMATION MEMORANDUM CONSTITUTES AN AGREEMENT TO BE BOUND BY THE TERMS OF THIS NOTICE AND UNDERTAKING AND THE SPECIAL NOTICE SET FORTH ON THE COVER PAGE HEREOF (THE “SPECIAL NOTICE”). IF THE RECIPIENT IS NOT WILLING TO ACCEPT THE CONFIDENTIAL INFORMATION MEMORANDUM AND OTHER EVALUATION MATERIAL (AS DEFINED HEREIN) ON THE TERMS SET FORTH IN THIS NOTICE AND UNDERTAKING AND THE SPECIAL NOTICE, IT MUST RETURN THE CONFIDENTIAL INFORMATION MEMORANDUM AND ANY OTHER EVALUATION MATERIAL TO THE ARRANGER IMMEDIATELY WITHOUT MAKING ANY COPIES THEREOF, EXTRACTS THEREFROM OR USE THEREOF. I. Confidentiality As used herein: (a) “Evaluation Material” refers to the Confidential Information Memorandum and any other information regarding the Sponsor Group, the Group, the Target Group or the Facilities furnished or communicated to the Recipient by or on behalf of the Sponsor Group, the Group, the Target Group or the Arrangers in connection with the Facilities (whether prepared or communicated by the Arrangers, the Group, the Sponsor Group, the Target Group or their respective advisors or otherwise) and (b) “Internal Evaluation Material” refers to all memoranda, notes, and other documents and analyses developed by the Recipient using any of the information specified under the definition of Evaluation Material. The Recipient acknowledges that the Company considers the Evaluation Material to include confidential, sensitive and proprietary information and agrees that it shall use such material only for the purposes of evaluating the Facilities and keep the Evaluation Material confidential in accordance with the terms of the confidentiality agreement which the Recipient has been required to enter into prior to receiving the Confidential Information Memorandum (the “Confidentiality Undertaking”); In the event that the Recipient decides not to participate in the transaction described herein, upon request of the Arrangers, the Company or their respective agents, all Evaluation Material (other than Internal Evaluation Material, which shall be destroyed) shall remain confidential and, as soon as possible without making copies thereof, such Recipient (i) shall return all material supplied by the Arrangers or Company or (ii) shall represent in writing to the Arrangers and the Company that the Recipient and each person it has disclosed Evaluation Material to in accordance with the Confidentiality Undertaking has destroyed all copies of the Evaluation Material and Internal Evaluation Material unless prohibited from doing so by the Recipient’s internal policies and procedures. CONFIDENTIAL Page 2 October 2019 Motion Acquisition Limited II. Information The Recipient acknowledges and agrees that (i) the Arrangers received the Evaluation Material from third party sources (including the Company, the Sponsor Group, the Group and the Target Group) and it is provided to the Recipient for information purposes only, (ii) the Company (except as set forth in the Company’s Authorisation Letter), the Arrangers and their affiliates and their and their respective affiliates’ respective directors, officers, employees, agents, partners, representatives and professional advisors (together, the “Arranger Representatives”) bear no responsibility (and shall not be liable) for the accuracy or completeness (or lack thereof) of the Evaluation Material or any information contained therein, (iii) no representation regarding the Evaluation Material is made by the Company (except as set forth in the Company’s Authorisation Letter), the Arrangers or any of their affiliates, (iv) neither the Arrangers nor any of the Arranger Representatives have made any independent verification as to the accuracy or completeness of the Evaluation Material, and (v) neither the Arrangers, the Arranger Representatives nor the Company shall have any obligation to update or supplement any Evaluation Material or otherwise provide additional information. The Company and the Arrangers expressly do not undertake and are not obliged to review, update or correct the financial condition, status or affair of the Company, of any member of the Group or the Target Group at any time or to advise any potential or actual participant in any financing (including, without limitation, the Facilities) of any information coming to the attention of the Arrangers. Subject to these limitations, if the Company or the Arrangers exercise their discretion to supply further information, such information shall be provided for the same purposes, and on the same terms, as the Evaluation Material. In addition, the Recipient acknowledges and agrees that the Arranger may offer interests in the Facilities for the account of the Arrangers and their respective affiliates. The Evaluation Material has been prepared to assist interested parties in making their own evaluation of the Group and the Target Group and the Facilities and does not purport to be all-inclusive or to contain all of the information, or discussion of all or any of the risks, that a prospective participant may consider material or desirable in making its decision to become a lender. Each Recipient of the information and data contained herein should take such steps as it deems necessary to assure that it has the information it considers material or desirable in making