Thomas Nelson opts for all first-lien structure, $225 million deal to launch Wednesday

By Sara Rosenberg

New York, April 28 - Thomas Nelson Inc. has decided that it will come to market with an all first-lien credit facility structure, as opposed to the first- and second-lien structure that was originally committed, according to a market source.

In addition, the bank meeting to launch the deal into syndication will be taking place on Wednesday, not Thursday as was previously reported, the source said.

The $225 million credit facility consists of a $30 million revolver and a $195 million term loan that is talked at Libor plus 250 basis points.

By comparison, according to documents previously filed with the Securities and Exchange Commission, the company had received a commitment for a $292 million credit facility consisting of a $199 million six-year first-lien term loan, a $20 million five-year revolver and a $73 million seven-year second-lien term loan.

"As of this moment, they are going with a private unsecured mezzanine deal," the source explained.

Credit Suisse is the lead bank on the deal.

Proceeds from the credit facility and the subordinated debt will be used to help fund the company's public-to-private transaction through a buyout by InterMedia Partners VII LP - who has agreed to contribute about $213.4 million in equity financing.

Under the agreement, each outstanding share of Thomas Nelson common stock and class B common stock will be converted into the right to receive $29.85 in cash. The total consideration to be paid to Thomas Nelson stockholders and option holders is about $473 million.

The transaction, which is expected to be completed by June 30, is subject to approval by the holders of at least two thirds of the votes of Thomas Nelson's common stock and class B common stock, voting together as a single class, and to other customary closing conditions, including appropriate clearance under the Hart-Scott-Rodino Act.

Thomas Nelson is a Nashville, Tenn., publisher and distributor of products emphasizing Christian, inspirational and family value themes.

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