Regent Seven Seas talks $200 million seven-year notes at 12% area

By Paul A. Harris

St. Louis, Jan. 28 - Regent Seven Seas Cruises set price talk for its $200 million offering of seven-year second-lien senior secured notes at the 12% area on Thursday, according to an informed source.

The books close at noon ET on Friday, with the notes expected to price shortly thereafter.

Barclays Capital Inc., HSBC Securities and Deutsche Bank Securities Inc. are joint bookrunners for the Rule 144A and Regulation S with registration rights offering.

DnB Nor, DVB Bank and UBS Investment Bank are co-managers.

In addition to price, modifications to the covenants were announced on Thursday.

The covenants will include a "secured vessel debt cap," comprised of the sum of $425 million (decreased from $475 million) and the new vessel aggregate secured debt cap.

Also, proceeds from asset sales used for first-lien debt reduction permanently reduce the secured vessel debt cap.

The notes will be secured by second-priority mortgage liens on the issuer's three passenger cruise ships and a second-priority security interest in all earnings, proceeds of insurance and certain other interests related to those ships, subject to certain exceptions and permitted liens.

The notes will come with four years of call protection.

Proceeds will be used to refinance debt and for general corporate purposes.

The prospective issuer is a Fort Lauderdale, Fla., cruise ship company.

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