By Paul A. Harris
St. Louis, May 21 - SSI Investments II Ltd. and SSI Co-issuer LLC, financing units of SkillSoft plc, priced a $310 million issue of 11 1/8% eight-year senior unsecured notes (Caa1/B-/) at 99.347 to yield 11¼% on Friday, according to an informed source.
The yield printed on top of the price talk.
Morgan Stanley, Barclays Capital and Deutsche Bank Securities were the joint bookrunners for the Rule 144A and Regulation S with registration rights offering.
Proceeds, together with a new $365 million credit facility and an equity contribution, will be used to fund the acquisition of SkillSoft by an investor group comprised of Berkshire Partners LLC, Advent International Corp. and Bain Capital Partners LLC.
The group is purchasing SkillSoft for $11.25 in cash per share. The fully diluted equity value of the transaction is $1.2 billion.
SkillSoft is a Dublin, Ireland-based provider of on-demand e-learning and performance support services for global enterprises and for government, education and small- to medium-sized businesses.
| Issuers: | SSI Investments II Ltd. and SSI Co-Issuer LLC (SkillSoft plc)
|
| Face amount: | $310 million
|
| Proceeds: | $307,976,000 (approximate)
|
| Maturity: | June 1, 2018
|
| Securities: | Senior unsecured notes
|
| Bookrunners: | Morgan Stanley, Barclays Capital, Deutsche Bank Securities
|
| Coupon: | 11 1/8%
|
| Price: | 99.347
|
| Yield: | 11¼%
|
| Spread: | 836 bps
|
| Call features: | Make-whole call at Treasuries plus 50 bps until June 1, 2014, then callable at 105.563, 102.781, par on and after June 1, 2016
|
| Equity clawback: | 35% at 111.125 until June 1, 2013
|
| Trade date: | May 21
|
| Settlement date: | May 26
|
| Ratings: | Moody's: Caa1
|
| Standard & Poor's: B-
|
| Distribution: | Rule 144A and Regulation S with registration rights
|
| Price talk: | 11¼% area
|
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