By Paul A. Harris
Portland, Ore., May 13 – Sotheby's priced a $300 million issue of BidFair Holdings Inc. 5 7/8% eight-year automatically exchangeable senior unsecured notes (Caa1/B-) at par to yield 5.874% on Wednesday, according to a syndicate source.
The yield printed at the tight end of yield talk in the 6% area.
BidFair Holdings, which acquired Sotheby's in June 2019, is the initial issuer.
The unsecured notes will be automatically exchanged for senior secured notes due June 1, 2029 (B2/B+), and the issuer will change to Sotheby's, with BidFair as a co-issuer, as soon as Sotheby's has sufficient debt-, liens- and restricted payment capacity to secure the issue.
Goldman Sachs & Co. LLC was the left bookrunner. Joint bookrunners were BNP Paribas Securities Corp., J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC and Citizens Capital Markets Inc.
The New York-based broker of fine and decorative art, jewelry, real estate, and collectible items plans to use the proceeds to fund a dividend to BidFair shareholders.
| Issuer: | BidFair Holdings Inc. (also Sotheby's post automatic exchange)
|
| Amount: | $300 million
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| Maturity: | June 1, 2029
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| Securities: | Senior unsecured notes (senior secured notes post automatic exchange)
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| Left bookrunner: | Goldman Sachs & Co. LLC
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| Joint bookrunners: | BNP Paribas Securities Corp., J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC and Citizens Capital Markets Inc.
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| Coupon: | 5 7/8%
|
| Price: | Par
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| Yield to maturity: | 5.874%
|
| Spread: | 442 bps
|
| First call: | June 1, 2024 at 102.938
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| Cumulative step-ups: | 100 bps coupon in the event that automatic exchange has not occurred by Aug. 31, 2021, 150 bps if the exchange has not occurred by Nov. 30, 2021 (following completion of the automatic exchange the coupon resets to 5 7/8%)
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| Trade date: | May 13
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| Settlement date: | May 18
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| Senior notes ratings: | Moody's: Caa1
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| S&P: B-
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| Senior secured notes ratings: | Moody's: B2
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| S&P: B+
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| Distribution: | Rule 144A and Regulation S for life
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| Price talk: | 6% area
|
| Marketing: | Roadshow
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