McAfee sets Tuesday investor call for $3.32 billion two-part offering of notes

By Paul A. Harris

Portland, Ore., Jan. 31 – Condor Merger Sub, Inc. scheduled an investor conference call at 11 a.m. ET on Tuesday to pitch a $3.32 billion offering of high-yield notes backing the buyout of McAfee Corp., according to market sources.

The Rule 144A and Regulation S deal features a $1 billion tranche of seven-year senior secured notes via left bookrunner Credit Suisse Securities (USA) LLC. Initial guidance has the secured notes pricing to yield in the low-5% area.

The offering also features a $2.32 billion tranche of eight-year senior unsecured notes via left bookrunner BofA Securities Inc. Initial guidance has the unsecured notes pricing to yield in the low-7% area.

The deal is set to be marketed on a roadshow through Thursday.

In addition to BofA and Credit Suisse, the joint bookrunners include J.P. Morgan Securities LLC, Barclays, Citigroup Global Markets Inc., HSBC Securities (USA) Inc., RBC Capital Markets LLC, UBS Securities LLC, BMO Capital Markets Corp., KKR Capital Markets LLC, Macquarie Capital (USA) Inc., Mizuho Securities USA Inc., MUFG, Nomura Securities International Inc., Wells Fargo Securities LLC, BNP Paribas Securities Corp., CIBC World Markets Corp., Citizens Capital Markets LLC, Credit Agricole CIB, Fifth Third Securities Inc., IMI, KeyBanc Capital Markets Inc., Natixis Securities Americas LLC, Scotia Capital (USA) Inc., SG Americas Securities LLC, SMBC Nikko Securities America Inc., Standard Chartered Bank, Stifel Nicolaus & Co. Inc. and TD Securities (USA) LLC.

The notes in both tranches become callable after three years at par plus 50% of their respective coupons. The secured notes, only, feature a special call provision enabling the issuer to redeem 10% of the notes annually at 103 during the non-call period.

The notes in both tranches also feature 40% equity clawbacks at par plus the full coupons during the non-call periods. They also feature 101% poison puts.

The issuing entity will be Condor Merger Sub, which will be merged with and into McAfee Corp.

Proceeds plus new credit facilities, a preferred stock offering and equity contributions from investors will be used to fund the acquisition of McAfee by an investor group led by Advent International Corp., Permira Advisers LLC, Crosspoint Capital Partners, Canada Pension Plan Investment Board, GIC Private Ltd. and Abu Dhabi Investment Authority, expected to close in first half of 2022. Proceeds will also be used to repay substantially all debt of the company and its subsidiaries, and for general corporate purposes.

McAfee is a San Jose, Calif.-based provider of online protection for consumers.

© 2015 Prospect News.
All content on this website is protected by copyright law in the U.S. and elsewhere. For the use of the person downloading only.
Redistribution and copying are prohibited by law without written permission in advance from Prospect News.
Redistribution or copying includes e-mailing, printing multiple copies or any other form of reproduction.