By Paul Deckelman
New York, June 17 – Tribune Media Co. priced an upsized and restructured $1.1 billion offering of senior notes due 2022 (B2/BB-), high-yield syndicate sources said Wednesday.
They said that the notes priced at par to yield 5 7/8%, the mid-point of price talk envisioning a yield between 5¾% and 6%.
The offering was announced last week as a prospective $1 billion two-part transaction that would have consisted of a tranche of seven-year notes carrying three years of call protection and a tranche of 10-year notes with five years of call protection.
However, on Wednesday morning, word circulated in the market that the 10-year piece of paper had been eliminated, with the full size of the deal shifted into the remaining seven-year notes.
On Wednesday afternoon, market participants heard that the offering had been upsized to $1.1 billion.
The notes were marketed to potential investors via a roadshow that began on Friday and that had been scheduled to run through Thursday, with pricing originally expected later on Thursday, but the timing was moved up on Wednesday.
The Rule 144A and Regulation S with registration rights deal was brought to market via joint bookrunning managers Deutsche Bank Securities Inc., Citigroup Global Markets Inc., BofA Merrill Lynch, J.P. Morgan Securities LLC, Goldman Sachs & Co. and Morgan Stanley & Co. LLC.
Barclays, Credit Suisse Securities (USA) LLC, SunTrust Robinson Humphrey Inc., UBS Securities LLC and Wells Fargo Securities LLC were the co-managers.
The notes will have three years of call protection – other than a make-whole call – as well as a three-year equity clawback protection allowing for redemption of up to 40% of the issue using any equity proceeds. Holders will be able to put the notes back to the company at 101% in the event of a change of control.
Tribune – a Chicago-based television broadcasting and digital media company – plans to use the proceeds to repay a portion of its term loan.
The company said that it expects to enter into an amendment to its existing term loan facility to, among other things, reduce the pricing of the loans made under that term loan facility and to amend certain covenants, as applicable, to be consistent with the terms of the notes.
| Issuer: | Tribune Media Co.
|
| Amount: | $1.1 billion (upsized from $1 billion originally)
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| Maturity: | July 15, 2022
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| Security: | Senior unsecured notes
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| Bookrunners: | Deutsche Bank Securities Inc., Citigroup Global Markets Inc., BofA Merrill Lynch, J.P. Morgan Securities LLC, Goldman Sachs & Co. and Morgan Stanley & Co. LLC.
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| Co-managers: | Barclays, Credit Suisse Securities (USA) LLC, SunTrust Robinson Humphrey Inc., UBS Securities LLC and Wells Fargo Securities LLC
|
| Coupon: | 5 7/8%
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| Price: | Par
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| Yield: | 5 7/8%
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| Spread: | 383 basis points over 1.875% UST due May 31, 2022
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| Call protection: | Non-callable (other than a make-whole call) until July 15, 2018, then callable at 102.938; callable on or after July 15, 2019 at 101.469; finally callable on or after July 15, 2020 at par
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| Equity clawback: | For up to 40% at any time prior to July 15, 2018 at 105.875%
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| Change-of-control put: | At 101
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| Trade Date: | June 17
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| Settlement Date: | June 24 (T+5)
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| Ratings: | Moody’s: B2
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| S&P: BB-
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| Distribution: | Rule 144A / Regulation S with registration rights
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| Price talk: | 5¾% to 6%
|
| Marketing: | Roadshow
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