Macrovision plans to market debt for Gemstar purchase in March/April timeframe

By Sara Rosenberg

New York, Feb. 22 - Macrovision Corp. is planning on preparing for and marketing its debt offering for the acquisition of Gemstar-TV Guide International, Inc. in March and April, according to a 425 filed with the Securities and Exchange Commission Friday.

The company expects to raise just over $600 million in debt through a combination of a term loan and a bridge loan.

The bridge loan is expected to be taken out with senior unsecured notes or convertibles.

JPMorgan and Merrill Lynch are the lead banks on the financing.

Originally, Macrovision planned on getting $800 million of debt, comprised of a $650 million five-year term loan B and a $150 million bridge loan, but the amount of funds needed will be reduced using proceeds from the about $200 million sale of its software business unit to Thoma Cressey Bravo, which is expected to close before the Gemstar acquisition.

According to the original commitment letter, the term loan B has 101 call protection for one year against voluntary prepayments.

If the company's leverage ratio is greater than 2.5 to 1 and more than $50 million in total principal amount of Macrovision's 2.625% convertible senior notes due 2011 remain outstanding 180 days prior to their scheduled maturity, the term loan B will become due on that 180th day.

The reduction in the amount of debt to be raised for the Gemstar transaction will require no change to the company's committed financing agreements, the filing added.

Macrovision is a Santa Clara, Calif.-based provider of services that enable businesses to protect, enhance and distribute their digital goods to consumers across multiple channels.

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