By Rebecca Melvin
New York, Aug. 18 – Liberty Interactive LLC priced an upsized $675 million of 1.75% senior debentures due 2046 exchangeable for Charter Communications Inc. stock, with an initial conversion premium of 32.5%, according to market sources.
The Rule 144A offering was upsized from an initially talked $500 million deal size, and pricing came at the rich end of talk, which was for a 1.75% to 2.25% coupon and 27.5% to 32.5% premium.
There is a $75 million greenshoe, which was not upsized.
Active bookrunners were BNP Paribas Securities Corp., Credit Suisse Securities (USA) LLC and Deutsche Bank Securities Inc.
The debenture is non-callable until Oct. 5, 2023 and freely callable thereafter. There is a put on Oct. 5, 2023.
Dividend protection is in the form of a pass through, and upon an exchange of debentures, the company may deliver Charter Communications stock, cash or a combination of stock and cash.
Proceeds will be used to repay up to $450 million outstanding under a margin loan facility recently entered into by its wholly owned special purpose subsidiary LV Bridge, LLC; to repurchase its outstanding 0.75% exchangeable senior debentures due 2043 and to satisfy its exchange obligation in cash for holders that tender the 2043 debentures. Any remaining net proceeds will be used for general corporate purposes, including to pay interest on the debentures.
The debentures, as well as the associated cash proceeds, will be attributed to the Liberty Ventures Group.
Liberty Interactive LLC is a subsidiary of Liberty Interactive Corp., a media and communications company based in Englewood, Colo.
Charter is a Stamford, Conn.-based media and entertainment company.
| Issuer: | Liberty Interactive LLC
|
| Guarantor: | Liberty Interactive Corp.
|
| Exchange entity: | Charter Communications Corp.
|
| Issue: | Exchangeable senior debentures
|
| Amount: | $675 million, upsized from $500 million
|
| Greenshoe: | $75 million
|
| Maturity: | Sept. 30, 2046
|
| Bookrunners: | BNP Paribas Securities Corp., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc.
|
| Coupon: | 1.75%
|
| Price: | Par
|
| Yield: | 1.75%
|
| Exchange premium: | 32.5%
|
| Exchange price: | $341.50
|
| Call: | Non-callable until Oct. 5, 2023
|
| Put: | On Oct. 5, 2023
|
| Dividend protection: | Yes, via a pass through
|
| Net share settlement: | Yes
|
| Price talk: | 1.75%-2.25%, up 27.5%-32.5%
|
| Distribution: | Rule 144A
|
| Pricing date: | Aug. 17
|
| Settlement date: | Aug. 23
|
| Underlying stock symbol: | Nasdaq: CHTR
|
| Stock price: | $257.43 at close Aug. 17
|
| Market capitalization: | $69.74 billion
|
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