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Published on 5/3/2007 in the Prospect News Bank Loan Daily and Prospect News High Yield Daily.

Cablevision LBO financing to include $9.23 billion credit facilities, $6.225 billion bonds

By Sara Rosenberg

New York, May 3 - Cablevision Systems Corp.'s leveraged buyout financing package will include $9.23 billion of credit facilities and $6.225 billion of high-yield bonds, according to an SC 13D/A filed with the Securities and Exchange Commission Thursday.

Merrill Lynch, Bear Stearns and Bank of America are the lead banks on the financing.

On the bank debt side, CSC Holdings Inc., a direct wholly owned subsidiary, will get a $7.25 billion senior secured credit facility, consisting of a $1 billion six-year term loan A, a $4.75 billion seven-year term loan B, a $500 million seven-year delayed-draw term loan and a $1 billion six-year revolver.

Regional Programming Partners, an indirect subsidiary of CSC, will get a $950 million senior secured credit facility, consisting of a $900 million seven-year term loan B and a $50 million five-year revolver.

And, Rainbow National Services LLC, a direct wholly owned subsidiary of Rainbow Programming Holdings, will get a $1.03 billion senior secured credit facility, consisting of a $730 million eight-year term loan B and a $300 million six-year revolver.

Meanwhile, on the bond side, Cablevision Systems Corp. (Super Holdco) would issue $4.425 billion of a to-be-determined combination of unsecured senior fixed- and floating-rate and PIK toggle notes with at least a 10-year maturity.

Intermediate Holdco, a newly formed direct wholly owned subsidiary, will issue $800 million of a to-be-determined combination of unsecured senior fixed- and floating-rate notes with at least an eight-year maturity.

And, Rainbow Programming Holdings LLC, an indirect wholly owned subsidiary of CSC, will issue $1 billion of a to-be-determined combination of unsecured senior fixed- and floating-rate notes with at least a 10-year maturity.

Under the LBO agreement, the Dolan Family Group is purchasing all outstanding shares of Cablevision that it does not already own for $36.26 per share in cash. The deal implies a total enterprise value of about $22 billion.

In addition to helping fund the LBO, the new debt will refinance certain bank debt of Cablevision. The company's existing notes and debentures will remain outstanding.

Equity financing for the acquisition will be $2.1 billion.

The transaction is conditioned on a "majority of the minority" voting provision, which requires approval by holders of a majority of Cablevision's outstanding class A shares not held by the Dolan Family Group or Cablevision's directors and executive officers.

The transaction is also subject to certain regulatory approvals, the receipt of funds pursuant to already committed financing and other customary closing conditions.

Cablevision is a Bethpage, N.Y., media, entertainment and telecommunications company.


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