New Issue: UPC prices $1 billion 9.5-year secured notes at par to yield 6 5/8%

By Paul A. Harris

Portland, Ore., Feb. 7 - UPCB Finance III Ltd. priced a $1 billion issue of 9.5-year senior secured notes (confirmed Ba3/existing B+/) at par to yield 6 5/8% on Monday, according to an informed source.

The yield printed at the wide end of price talk, which had been set in the 6½% area.

Bank of America Merrill Lynch was the physical bookrunner for the quick-to-market issue. Citigroup Global Markets Inc., Credit Suisse Securities, Deutsche Bank Securities Inc., J.P. Morgan Securities LLC, Royal Bank of Scotland and UBS Investment Bank were the joint bookrunners.

Proceeds will be used to repay part or all of the company's N, P, T or X loan tranches and some euro-denominated facilities (other than tranches V and Y).

UPC is a subsidiary of Englewood, Colo.-based Liberty Global, which provides video, voice and broadband internet services.

Issuer:	UPCB Finance III Ltd.
Amount:	$1 billion
Maturity:	July 1, 2020
Securities:	Senior secured notes
Physical books:	Bank of America Merrill Lynch
Joint bookrunners:	Citigroup Global Markets Inc., Credit Suisse Securities, Deutsche Bank Securities Inc., J.P. Morgan Securities LLC, Royal Bank of Scotland, UBS Investment Bank
Coupon:	6 5/8%
Price:	Par
Yield:	6 5/8%
Spread:	303 bps
Call features:	Make-whole call at Treasuries plus 50 bps until July 1, 2015, then callable at 103.313, 102.208, 101.104, par on and after July 1, 2018 (special call provision allows issuer to redeem 10% of notes annually at 103 during non-call period)
Change-of-control put:	101%
Trade date:	Feb. 7
Settlement date:	Feb. 16
Ratings:	Moody's: Ba3
	Standard & Poor's: existing B+
Distribution:	Rule 144A and Regulation S for life
Price talk:	6½% area
Marketing:	Quick to market

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