Amaya Gaming carves out euro term loan from first-lien loan tranche

By Sara Rosenberg

New York, July 22 – Amaya Gaming Group Inc. carved out a minimum €250 first-lien term loan from its $2 billion seven-year first-lien covenant-light term loan (B1/BB), keeping the total first-lien loan size unchanged, according to a market source.

The euro term loan has the same price talk as the U.S. first-lien term loan, which is Libor plus 375 basis points to 400 bps with a 1% Libor floor, an original issue discount in the 99˝ area and 101 soft call protection for six months, the source said.

The company’s $2.9 billion senior secured credit facility also includes a $100 million five-year revolver (B1/BB) and an $800 million eight-year second-lien covenant-light term loan (Caa1/B).

Talk on the second-lien term loan is Libor plus 725 bps to 750 bps with a 1% Libor floor, a discount in the 99 area and call protection of 102 in year one and 101 in year two.

Commitments are due on July 25.

Deutsche Bank Securities Inc., Barclays and Macquarie Capital (USA) Inc. are the bookrunners on the deal, with Deutsche Bank the left lead on the first-lien loan and Barclays the 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$24.00 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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