Macrovision expects mid-April launch for $150 million high-yield bonds via JPMorgan, Merrill Lynch

By Paul A. Harris

St. Louis, March 24 - Macrovision Corp. expects to begin marking an anticipated $150 million offering of high-yield bonds in mid-April, according to a company source.

Initially the company had anticipated launching the deal around the end of the first week in April.

J.P. Morgan Securities Inc. and Merrill Lynch & Co. will lead the bond deal, as well as a $500 million term loan B.

The bank meeting for the term loan is expected on or around April 8. Initially the meeting had been expected around the first of the month.

Proceeds will be used to help fund the acquisition of Gemstar-TV Guide International, Inc. in a cash and stock transaction valued at about $2.8 billion.

Under the agreement, each share of Gemstar-TV Guide will be converted into the right to receive, at the election of each individual stockholder and subject to proration, $6.35 in cash or 0.2548 of a share of common stock in a new holding company that will own both Gemstar-TV Guide and Macrovision.

The total cash consideration to Gemstar-TV Guide stockholders will not exceed $1.55 billion.

Upon completion of the transaction, Macrovision stockholders will own about 53% of the combined company, and Gemstar-TV Guide stockholders will own about 47%.

Other financing for the acquisition will come from a $150 million high-yield bond offering that is expected to launch around April 8, the spokesman added.

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

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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