By Paul A. Harris
Portland, Ore., Dec. 11 - TPC Group Inc. priced a $655 million issue of eight-year senior notes (B3/B/) at par to yield 8¾% on Tuesday, according to a syndicate source.
The yield printed at the tight end of the 8¾% to 9% yield talk.
Bank of America Merrill Lynch, Jefferies & Co. and Morgan Stanley & Co. LLC were the joint bookrunners.
The notes feature a make-whole call at Treasuries plus 50 basis points until Dec. 15, 2016, at which time they become callable at the opening call premium of 104.375. However a special call provision allows the issuer to redeem up to 10% of the issue annually at 103 during the non-call period.
Proceeds will be used to help fund the acquisition of TPC by First Reserve Corp. and SK Capital Partners.
The issuing entity is Sawgrass Merger Sub Inc., which will be merged into TPC Group, a Houston-based processor and service provider of value-added products derived from niche petrochemical raw materials.
Issuer: | Sawgrass Merger Sub Inc., TPC Group Inc., following the merger
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Amount: | $655 million
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Maturity: | Dec. 15, 2020
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Securities: | Senior secured notes
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Bookrunners: | Bank of America Merrill Lynch, Jefferies & Co. Inc., Morgan Stanley & Co. LLC
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Co-managers: | Deutsche Bank Securities Inc., Goldman Sachs & Co.
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Coupon: | 8¾%
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Price: | Par
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Yield: | 8¾%
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Spread: | 751 bps
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Call features: | Make-whole call at Treasuries plus 50 bps until Dec. 15, 2016, then callable at 104.375, 102.188, par on and after Dec. 15, 2018
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Special call: | Issuer may redeem up to 10% of the issue annually at 103 during the non-call period
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Equity clawback: | 35% at 108.75 until Dec. 15, 2015
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Change-of-control put: | 101%
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Trade date: | Dec. 11
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Settlement date: | Dec. 20
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Ratings: | Moody's: B3
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| Standard & Poor's: B
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Distribution: | Rule 144A and Regulation S for life
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Price talk: | 8¾% to 9%
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Marketing: | Roadshow
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