By Paul A. Harris
Portland, Ore., Sept. 20 – Tibco Software Inc. priced a $4 billion issue of 6½% senior secured notes due March 31, 2029 (B2/B) at 83.561 to yield 10% on Tuesday, according to market sources.
The notes, which came in support of the buyout of Citrix Systems Inc. by Vista Equity Partners and Evergreen Coast Capital, priced 25 basis points beyond the wide end of the 9½% to 9¾% yield talk. The issue price came more than a dollar cheap to the 85.695 to 84.62 price talk.
Initial talk had the notes coming with a 6½% coupon at a discount of 88 to 90 to yield in the high-8% to 9% area, according to sources.
In addition to the dramatic widening in price, the deal also underwent investor friendly covenant changes which primarily bear upon how the company may disburse cash and incur additional debt.
At the initial scheduled time for the close-of-books on Monday, orders for the bonds modestly exceeded deal size, according to a market source, who added that demand for the concurrent $4.05 billion term loan B was somewhat stronger.
Credit Suisse Securities (USA) LLC was the left bookrunner for the secured notes issue.
Joint bookrunners were BofA Securities Inc., Goldman Sachs & Co. LLC, Barclays, Citigroup Global Markets Inc., Deutsche Bank Securities Inc., KKR Capital Markets LLC, Mizuho Securities USA Inc., Morgan Stanley & Co. LLC, RBC Capital Markets LLC, Apollo Global Securities LLC, Jefferies LLC, BMO Capital Markets Corp., BNP Paribas Securities Corp., Guggenheim, HSBC Securities (USA) Inc., Macquarie Capital (USA) Inc., Nomura Securities International Inc., Truist Securities Inc., UBS Securities LLC, Wells Fargo Securities LLC, KeyBanc Capital Markets Inc., MUFG, Scotia Capital (USA) Inc., SG Americas Securities LLC, Stifel Nicolaus & Co. Inc., SPC, TD Securities (USA) LLC, Fifth Third Securities Inc., ING Financial Markets LLC, IMI, Natixis Securities Americas LLC, Santander Investment Securities Inc. and U.S. Bancorp Investments Inc.
The notes tranche was upsized to $4 billion from $3.5 billion (initially $3 billion) with the shift of proceeds to the notes from the term loan A, reducing the loan to $2.5 billion from $3 billion (initially $3.5 billion).
In addition to the secured notes and the dollar-denominated term loans the company is also getting a $500 million equivalent euro-denominated term loan B and a $1 billion five-year revolver.
Proceeds plus preferred stock and equity will be used to fund the buyout, as well as the merger of Citrix with Tibco Software Inc., a Vista portfolio company, also to repay substantially all of Citrix’s and Tibco’s debt and for general corporate purposes.
Citrix, based in Fort Lauderdale, Fla., and Tibco, based in Palo Alto, Calif., are business enterprise technology companies.
| Issuer: | Tibco Software Inc.
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| Amount: | $4 billion
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| Issue: | Senior secured notes
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| Maturity: | March 31, 2029
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| Left bookrunner: | Credit Suisse Securities (USA) LLC
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| Joint bookrunners: | BofA Securities Inc., Goldman Sachs & Co. LLC, Barclays, Citigroup Global Markets Inc., Deutsche Bank Securities Inc., KKR Capital Markets LLC, Mizuho Securities USA Inc., Morgan Stanley & Co. LLC, RBC Capital Markets LLC, Apollo Global Securities LLC, Jefferies LLC, BMO Capital Markets Corp., BNP Paribas Securities Corp., Guggenheim, HSBC Securities (USA) Inc., Macquarie Capital (USA) Inc., Nomura Securities International Inc., Truist Securities Inc., UBS Securities LLC, Wells Fargo Securities LLC, KeyBanc Capital Markets Inc., MUFG, Scotia Capital (USA) Inc., SG Americas Securities LLC, Stifel Nicolaus & Co. Inc., SPC, TD Securities (USA) LLC, Fifth Third Securities Inc., ING Financial Markets LLC, IMI, Natixis Securities Americas LLC, Santander Investment Securities Inc. and U.S. Bancorp Investments Inc.
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| Coupon: | 6½%
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| Price: | 83.561
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| Yield: | 10%
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| Spread: | 625 bps
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| First call: | Sept. 30, 2025 at 103.25
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| Trade date: | Sept. 20
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| Settlement date: | Sept. 30
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| Ratings: | Moody’s: B2
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| S&P: B
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| Distribution: | Rule 144A and Regulation S
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| Price talk: | 9½% to 9¾%
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| Marketing: | Roadshow
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