NDS Finance details $1.04 billion credit facility for NDS Group purchase

By Sara Rosenberg

New York, Aug. 20 - NDS Finance came out with details on its proposed $1.04 billion senior secured credit facility that will be used to help fund the buyout of NDS Group plc, according to an 8-K filed with the Securities and Exchange Commission Wednesday.

JPMorgan, London Branch, and Morgan Stanley are the lead arrangers on the deal, with JPMorgan the agent.

The facility consists of a $150 million seven-year revolver expected at Libor plus 300 basis points, a $300 million seven-year term loan A expected at Libor plus 300 bps, a $295 million 71/2-year term loan B expected at Libor plus 350 bps and a $295 million eight-year term loan C expected at Libor plus 400 bps.

The revolver, term loan A and term loan B will have pricing step down based on the company's debt coverage ratio, the filing said.

Other financing for the transaction will come from a $385 million nine-year mezzanine facility expected at Libor plus 500 bps cash pay plus 550 bps PIK.

Previously, the company had said that it expected to get $1.275 billion in senior secured credit facility and mezzanine financing for the acquisition, but no other details had been available.

Under the agreement, News Corp. and Permira Advisers LLP will purchase all issued and outstanding NDS Group series A ordinary shares for $63 per share in cash.

The completion of the transaction would result in NDS Group ceasing to be a public company, and Permira owning about 51% of the company and News Corp. owning about 49%.

Roughly 67% of the NDS Group series B ordinary shares held by News Corp. would be canceled in exchange for $63 per share in a mix of cash of about $1.52 billion and a $242 million vendor note.

The transaction is expected to close by the end of the year or early 2009, subject to the receipt of certain regulatory approvals, the approval of the transaction by holders of the NDS series A ordinary shares, the approval of the High Court of Justice of England and Wales, the availability of funds and certain other customary conditions.

NDS Finance, a private limited company incorporated in England, is a direct, wholly owned subsidiary of NDS Group.

NDS Group is a U.K.-based supplier of open end-to-end digital technology and services to digital pay-television platform operators and content providers.

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