Rovi greenshoe on its 2.625% convertibles lifts deal to $460 million

By Susanna Moon

Chicago, March 17 - Rovi Corp. said underwriters exercised the $60 million over-allotment issue on its sale of 30-year 2.625% convertible notes in a private placement to qualified institutional buyers under Rule 144A.

This brings the total issue size to $460 million.

The company priced $400 million of the convertibles on March 11 with an initial conversion premium of 28%.

The joint bookrunners were J.P. Morgan Securities Inc., Goldman, Sachs & Co. and Morgan Stanley & Co. Inc. The co-managers were UBS and Piper Jaffray & Co.

The bonds have an initial conversion price of $47.36. They will be non-callable for five years, with puts in years five, 10, 15, 20 and 25. There is standard dividend and takeover protection, with par cash settlement.

Proceeds will be used to pay down the $159.6 million remainder of a term loan, to repurchase up to $100 million of common stock concurrently with the bond offering, to repurchase up to $75 million of existing 2.625% convertible debt and for general corporate purposes.

Rovi is a Santa Clara, Calif.-based digital entertainment solutions provider. It was formerly known as Macrovision Solutions Corp.

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