By Rebecca Melvin
New York, March 12 - Rovi Corp. priced $400 million of 30-year convertibles after the close of markets on Thursday at par to yield 2.625% with an initial conversion premium of 28%, according to a syndicate source.
The Rule 144A deal came at about the midpoint of price talk, which was for a yield of 2.5% to 3% and an initial conversion premium of 25% to 30%.
There is a $60 million greenshoe.
Joint bookrunners were J.P. Morgan Securities Inc., Goldman Sachs & Co. and Morgan Stanley & Co. Inc. Co-managers were UBS and Piper Jaffray & Co.
The bonds have an initial conversion price of $47.36. They will be non-callable for five years, with puts in years five, 10, 15, 20 and 25. There is standard dividend and takeover protection, with par cash settlement.
Proceeds will be used to pay down the $159.6 million remainder of a term loan, to repurchase up to $100 million of common stock concurrently with the bond offering, to repurchase up to $75 million of existing 2.625% convertible debt and for general corporate purposes.
Rovi is a Santa Clara, Calif.-based digital entertainment solutions provider, formerly known as Macrovision Solutions Corp.
| Issuer: | Rovi Corp.
|
| Issue: | Convertible senior notes
|
| Amount: | $400 million
|
| Greenshoe: | $60 million
|
| Maturity: | Feb. 15, 2040
|
| Bookrunners: | J.P. Morgan Securities Inc., Goldman Sachs & Co., Morgan Stanley & Co. Inc.
|
| Co-managers: | UBS, Piper Jaffray & Co.
|
| Coupon: | 2.625%
|
| Price: | Par, $1,000
|
| Yield: | 2.625%
|
| Conversion premium: | 28%
|
| Conversion price: | $47.36
|
| Conversion ratio: | 21.1149
|
| Call protection: | Non-callable until 2015
|
| Puts: | On Feb. 20, 2015; Feb. 20, 2020; Feb. 20, 2025; Feb. 20, 2030; and Feb. 20, 2035
|
| Price talk: | 2.5%-3%, up 25%-30%
|
| Pricing date: | March 11
|
| Settlement date: | March 17
|
| Distribution: | Rule 144A
|
| Stock symbol: | Nasdaq: ROVI
|
| Stock reference price: | $37.00
|
| Market capitalization: | $3.85 billion
|
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