Amaya Gaming sets first- and second-lien term loan price talk

By Sara Rosenberg

New York, July 16 – Amaya Gaming Group Inc. disclosed price talk on its $2 billion seven-year first-lien covenant-light term loan (B1) and $800 million eight-year second-lien covenant-light term loan (Caa1) with its Wednesday bank meeting, according to a market source.

The first-lien term loan is talked at Libor plus 375 basis points to 400 bps with a 1% Libor floor and an original issue discount in the 99˝ area, and the second-lien term loan is talked at Libor plus 725 bps to 750 bps with a 1% Libor floor and a discount in the 99 area, the source said.

Also, the first-lien term loan has 101 soft call protection for six months, and the second-lien loan has call protection of 102 in year one and 101 in year two.

The company’s $2.9 billion senior secured credit facility also includes a $100 million five-year revolver (B1).

Commitments are due on July 25, the source added.

Deutsche Bank Securities Inc., Barclays and Macquarie Capital (USA) Inc. are the bookrunners on the deal, with the Deutsche Bank left lead on the first-lien loan and Barclays left lead on the second-lien loan.

The borrowers are Amaya BV and Amaya (US) Co-Borrower LLC.

Proceeds will be used to help fund the acquisition of Oldford Group Ltd., parent company of Rational Group Ltd., for $4.9 billion, including certain deferred payments, subject to other customary adjustments.

Other funds for the transaction will come from $1 billion to be raised through the issuance of convertible preferred shares on a private-placement basis at an initial conversion price of C$24 per convertible preferred share, $642 million from an equity issuance and $238 million in cash on hand.

For calendar year 2013, pro forma combined revenue was $1.3 billion, EBITDA was $474.8 million, and adjusted EBITDA was $473.8 million.

Closing is expected on or about Sept. 30, subject to approval by Amaya’s shareholders and customary conditions, including receipt of all regulatory approvals.

The combined company’s significant cash flow is expected to allow for rapid debt repayment and provide sufficient liquidity and flexibility to support ongoing growth prospects.

Amaya is a Pointe-Claire, Quebec-based provider of gaming products and services. Oldford Group is an Onchan, Isle of Man-based operator of gaming and related businesses and brands.

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