Attachmate brings timing and talk on $1.09 billion credit facility

By Jennifer Chiou

New York, Jan. 13 - Attachmate Corp. will hold a bank meeting on Jan. 19 to launch its previously announced $1.09 billion senior secured credit facility, according to a market source.

The facility had been anticipated to come to market during the Jan. 10 week.

Credit Suisse, RBC, Goldman Sachs and Citadel are the lead banks on the deal, with Credit Suisse the left lead.

Commitments are due by Feb. 4.

The facility consists of:

• A $40 million five-year revolver with talk of Libor plus 575 basis points with a 1.75% Libor floor;

• An $825 million first-lien term loan with a term of six years, also at Libor plus 575 bps with a 1.75% Libor floor and with an original issue discount of 98.5. The source added that there will be annual amortization of between 5% and 10% on the first-lien loan; and

• A $225 million 61/2-year second-lien term loan at Libor plus 950 bps with a 1.75% Libor floor and an OID coming in at 98. The second lien will be non-callable in the first year, then at 103, 102, 101 and finally at par.

As already announced, proceeds, along with $425 million of equity, will be used to fund the acquisition of Novell Inc. for $6.10 per share in cash in a transaction valued at $2.2 billion.

Attachmate plans to operate Novell as two business units: Novell and SUSE. The company will join them with its other holdings, Attachmate and NetIQ.

Novell has also entered into a definitive agreement for the concurrent sale of certain intellectual property assets to CPTN Holdings LLC, a consortium of technology companies organized by Microsoft Corp., for $450 million in cash. The cash payment is reflected in the price to be paid by Attachmate.

Closing on the acquisition is expected to occur in the first quarter, subject to regulatory approvals and clearance under the Hart-Scott-Rodino Act, the completion of the sale of assets to CPTN Holdings and approval by Novell's stockholders.

Attachmate, a Seattle-based provider of access and integration software for legacy systems, is owned by an investment group led by Francisco Partners, Golden Gate Capital and Thoma Bravo. Novell is a Waltham, Mass.-based developer, seller and installer of enterprise software.

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