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Published on 4/13/2007 in the Prospect News High Yield Daily.

New Issue: KAR Holdings sells downsized $1.025 billion bonds in three parts

By Paul A. Harris

St. Louis, April 13 - KAR Holdings, Inc. priced a downsized $1.025 billion three-part offering of high-yield notes on Friday, according to a market source.

The Westchester, Ill., automotive specialty salvage services provider priced a $150 million tranche of seven-year senior floating-rate notes (B3/CCC) at par to yield three-month Libor plus 400 basis points, on the wide end of the Libor plus 375 to 400 bps price talk.

Meanwhile the company priced a $450 million tranche of seven-year senior fixed-rate notes (B3/CCC) at par to yield 8¾%, at the tight end of the 8¾% to 9% price talk.

In addition, KAR Holdings priced a downsized $425 million tranche of eight-year senior subordinated notes (Caa1/CCC) at par to yield 10%, on top of price talk that had the subordinated notes pricing 125 bps behind the senior fixed-rate notes. The subordinated note offering was downsized from $500 million, with $75 million of the financing shifted to the company's bank loan.

Goldman Sachs & Co., Bear Stearns & Co., UBS Investment Bank and Deutsche Bank Securities were joint bookrunners for the Rule 144A with registration rights and Regulation S deal. GE Capital Markets and BMO Capital Markets were co-managers.

Proceeds, along with $1.79 billion of new bank debt, will be used to fund the acquisition of Adesa, Inc. by Kelso, GS Capital, ValueAct Capital and Parthenon Capital for $27.85 per share.

Issuer:KAR Holdings Inc.
Amount:$1.025 billion (downsized from $1.1 billion with $75 million shifted to bank loan)
Bookrunners:Goldman Sachs & Co., Bear Stearns & Co., UBS Investment Bank, Deutsche Bank Securities Co-managers:GE Capital Markets, BMO Capital Markets
Trade date:April 13
Settlement date:April 20
Distribution:Rule 144A and Regulation S with registration rights
Senior floating-rate notes
Amount:$150 million
Maturity:May 1, 2014
Coupon:Three-month Libor plus 400 bps
Price:Par
Yield:Three-month Libor plus 400 bps
Call features:Callable on May 1, 2009 at 102, 101, par on and after May 1, 2011
Equity clawback:Until May 1, 2010 for 35% at par plus applicable coupon
Ratings:Moody's: B3
Standard & Poor's: CCC
Price talk:Libor plus 375 to 400 bps
Senior fixed-rate notes
Amount:$450 million
Maturity:May 1, 2014
Coupon:8¾%
Price:Par
Yield:8¾%
Spread:403 bps
Call features:Callable on May 1, 2010 at 104.375, 102.917, 101.458, par on and after May 1, 2013
Equity clawback:Until May 1, 2010 for 35% at 108.75
Ratings:Moody's: B3
Standard & Poor's: CCC
Price talk:8¾% to 9%
Senior subordinated notes
Amount:$425 million (decreased from $500 million)
Maturity:May 1, 2015
Coupon:10%
Price:Par
Yield:10%
Spread:525 bps
Call features:Callable on May 1, 2011 at 105.0, 102.50, par on and after May 1, 2013
Equity clawback:Until May 1, 2010 for 35% at 110.0
Ratings:Moody's: Caa1
Standard & Poor's: CCC
Price talk:125 bps behind senior fixed-rate notes

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