New York, April 3 - Liberty Interactive Corp. priced an upsized $850 million of 30-year debentures exchangeable into shares of Time Warner Cable Inc. and Time Warner Inc. to yield 0.75% with a 10% initial exchange premium, according to a syndicate source.
The deal was increased from a size of $550 million originally and most recently $800 million. It priced at the cheap end of revised talk for a yield of 0.5% to 0.75% and a fixed initial exchange premium of 10%. However pricing was at the rich end of initial talk for a 0.75% to 1% yield and a 10% exchange premium.
Joint bookrunners for the Rule 144A sale are BNP Paribas Securities Corp. (bill and deliver), BofA Merrill Lynch, Credit Suisse Securities (USA) LLC, Wells Fargo Securities LLC, Barclays and Morgan Stanley & Co. LLC.
There is no greenshoe.
Proceeds will be used to retire the outstanding 3.125% exchangeable senior debentures of Liberty's wholly owned subsidiary Liberty Interactive LLC due 2023.
Retirement of the old bonds, of which there were about $1.13 billion outstanding as of March 30, may take the form of open market or privately negotiated transactions. Any old bonds remaining outstanding after the closing of the new deal will be called.
The debentures are non-callable until April 5, 2018 and then are provisionally callable until April 5, 2023 subject to a 120% price hurdle.
There is a put on March 30, 2023
There is dividend protection. Sixty-seven percent of the reference shares per debenture will be Time Warner Cable stock and 33% will be Time Warner stock.
Englewood, Colo.-based Liberty Interactive owns interests in electronic retailing, media, communications and entertainment businesses.
| Issuer: | Liberty Interactive LLC
|
| Issue: | Exchangeable senior debentures
|
| Underlying stocks: | Time Warner Cable Inc. and Time Warner Inc.
|
| Amount: | $850 million
|
| Greenshoe: | None
|
| Maturity: | March 30, 2043
|
| Coupon: | 0.75%, payable quarterly
|
| Price: | Par
|
| Yield: | 0.75%
|
| Exchange premium: | 10%
|
| Exchange ratio: | 6.3040 shares of Time Warner Cable Inc., 5.1635 shares of Time Warner Inc.
|
| Exchange price: | $106.28 for Time Warner Cable, $63.91 for Time Warner
|
| Call: | Provision call from April 5, 2018 subject to 120% hurdle, hard call from April 5, 2023
|
| Put: | March 30, 2023
|
| Dividend protection: | Pass through for cash dividends
|
| Bookrunners: | BNP Paribas (bill and deliver), BofA Merrill Lynch, Credit Suisse, Wells Fargo, Barclays, Morgan Stanley
|
| Pricing date: | April 3, after close
|
| Settlement date: | April 9
|
| Distribution: | Rule 144A
|
| Talk: | 0.50% to 0.75%, up 10%
|
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