By Paul A. Harris
St. Louis, Nov. 19 - In the largest high-yield transaction in 2004 to date, Rogers Wireless Inc. sold $2.350 billion of bonds in five tranches on Friday, according to market sources.
Citigroup led the Rule 144A issue. The co-managers were JP Morgan, Scotia Capital, Harris Nesbitt, TD Securities and RBC Capital Markets.
The company sold the following tranches:
* $550 million of six-year senior secured floating-rate notes (Ba3/BB/BB+) at par to yield three-month Libor plus 312.5 basis points, at the tight end of the Libor plus 325 basis points area price talk;
* $550 million of senior secured fixed-rate notes due March 15, 2015 (Ba3/BB/BB+) at par to yield 7½%, at the tight end of the 7½% to 7¾% price talk;
* $470 million of eight-year senior secured fixed-rate notes (Ba3/BB/BB+) at par to yield 7¼%, at the tight end of the 7¼%-7½% price talk;
* C$460 million of seven-year senior secured fixed-rate notes (Ba3/BB/BB+) at par to yield 7 5/8%, on top of the 7 5/8% area price talk; and
* A downsized $400 million of eight-year senior subordinated notes (B2/B/BB-) at par to 8%, on top of the price talk that had the subordinated note coming 75 basis points behind the eight-year secured notes. The tranche was reduced from $425 million.
Proceeds will be used to make a C$1.750 billion distribution as a return of capital to Rogers Wireless Communications Inc., to repay C$850 million of inter-company subordinated debt owing to Rogers Communications Inc., incurred in connection with Rogers Wireless' acquisition of Microcell Telecommunications Inc. and repay part of the borrowings under Rogers Wireless's amended credit facility, also incurred in connection with the Microcell acquisition.
The issuer is a subsidiary of Toronto-based Rogers Wireless Communications Inc. which operates Canada's largest integrated wireless voice and data network.
| Issuer: | Rogers Wireless Inc.
|
| Amount: | $2.35 billion equivalent
|
| Bookrunner: | Citigroup
|
| Co-managers: | JP Morgan, Scotia Capital, Harris Nesbitt, TD Securities, RBC Capital Markets
|
| Settlement date: | Nov. 30
|
|
|
| Dollar-denominated floating-rate tranche
|
| Amount: | $550 million
|
| Maturity: | Dec. 15, 2010
|
| Security description: | Senior secured floating-rate notes
|
| Coupon: | Three-month Libor plus 312.5 basis points
|
| Price: | Par
|
| Yield: | Three-month Libor plus 312.5 basis points
|
| Call features: | Callable after two years at 102, 101, par
|
| Ratings: | Moody's: Ba3
|
| Standard & Poor's: BB
|
| Fitch: BB+
|
| Price talk: | Libor plus 325 basis points area
|
|
|
| Dollar-denominated fixed-rate notes due March 2015
|
| Amount: | $550 million
|
| Maturity: | March 15, 2015
|
| Security description: | Senior secured fixed-rate notes
|
| Coupon: | 7½%
|
| Price: | Par
|
| Yield: | 7½%
|
| Spread: | 330 basis points
|
| Call protection: | Non-callable
|
| Ratings: | Moody's: Ba3
|
| Standard & Poor's: BB
|
| Fitch: BB+
|
| Price talk: | 7½%-7¾%
|
|
|
| Dollar-denominated fixed-rate eight-year notes
|
| Amount: | $470 million
|
| Maturity: | Dec. 15, 2012
|
| Security description: | Senior secured fixed-rate notes
|
| Coupon: | 7¼%
|
| Price: | Par
|
| Yield: | 7¼%
|
| Spread: | 323 basis points
|
| Call protection: | Non-callable
|
| Ratings: | Moody's: Ba3
|
| Standard & Poor's: BB
|
| Fitch: BB+
|
| Price talk: | 7¼%-7½%
|
|
|
| Canadian dollar-denominated fixed-rated seven-year notes
|
| Amount: | C$460 million
|
| Maturity: | Dec. 15, 2011
|
| Security description: | Senior secured fixed-rate notes
|
| Coupon: | 7 5/8%
|
| Price: | Par
|
| Yield: | 7 5/8%
|
| Spread: | 341 basis points
|
| Call protection: | Non-callable
|
| Ratings: | Moody's: Ba3
|
| Standard & Poor's: BB
|
| Fitch: BB+
|
| Price talk: | 7 5/8% area
|
|
|
| Dollar-denominated fixed-rate subordinated notes
|
| Amount: | $400 million (decreased from $425 million)
|
| Maturity: | Dec. 15, 2012
|
| Security description: | Senior subordinated notes
|
| Coupon: | 8%
|
| Price: | Par
|
| Yield: | 8%
|
| Spread: | 398 basis points
|
| Call protection: | Non-callable for four years
|
| Ratings: | Moody's: B2
|
| Standard & Poor's: B
|
| Fitch: BB-
|
| Price talk: | 75 basis points behind the eight-year non-call-life tranche
|
|
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