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Debt financing: Microsoft, Clear Channel Outdoor, 38 Studios, ATP Oil & Gas, Solyndra

by The Deal Pipeline Staff  |  Published November 2, 2012 at 4:31 PM
Debt financing

This report is an exclusive compilation of financing intelligence gathered by The Deal Pipeline's editorial staff.

Deal warchests

Microsoft launches $2.25B notes offering

Microsoft launched its offering for a total of $2.25 billion in senior unsecured notes, according to people familiar with the matter. The offering includes a $600 million five-year tranche at T+27; a $750 million 10-year tranche at T+47; and $900 million in 30-year notes at T+67, all tight to guidance, sources said. Proceeds will be used for potential acquisitions, as well as other purposes such as capital expenditures, stock buybacks and refinancing. The investment grade offering will include five-year, 10-year and 30-year notes. Barclays, JPMorgan and UBS are acting as joint underwriters. Microsoft has been active on the M&A front lately as both a buyer and a seller. The software giant sold the 50% of MSNBC.com that it owned to NBCUniversal Media LLC in July for $300 million, allowing the network to take full control of the news site. In June, Microsoft bought software company Yammer Inc. for $1.2 billion.

Restructuring

Clear Channel Outdoor proposes $2.7B notes offering to rework debt

Outdoor advertiser Clear Channel Outdoor Holdings Inc. [NYSE: CCO] is proposing   to offer $735.75 million, through a subsidiary, in series A senior notes due 2022 and nearly $2 billion in series B senior notes due 2022, the company said in a regulatory filing Friday. Proceeds from the offering will help pay for a tender offer for the company's $2.5 billion in senior notes due in 2017. The latest offering is part of an ongoing effort by the company's parent, broadcaster Clear Channel Communications Inc., which holds an 89% stake, to restructure its debt by pushing out maturities. Earlier this year, Clear Channel Outdoor paid a $1.9 billion dividend to its parent to help it reduce its senior credit facility. Clear Channel Communications is backed by Bain Capital LLC and Thomas H. Lee Partners LP. Clear Channel Outdoor also reported Q3 2012 net income of $17 million or $0.05 per diluted share as compared to $3 million or $0.01 per share the same time the year before. Revenues were down to $731 million for Q3 2012 from $748 million in 2011. The company traded down 6% soon after opening to $6.44 per share.

Bankruptcy

Rhode Island sues Curt Schilling, advisers over loan

Rhode Island has sued 38 Studios LLC owner and former Boston Red Sox pitcher Curt Schilling, among other defendants, alleging it was misled in relation to a $75 million loan for the video game company. The Rhode Island Economic Development Corp. on Thursday, Nov. 1, filed a 95-page complaint in the Rhode Island Superior Court against Schilling, certain 38 Studios board members and executives, bond placement agents Wells Fargo Securities LLC and Barclays Capital LLC and several employees of and advisers to the RIEDC. The RIEDC provided 38 Studios with a $75 million loan on Nov. 1, 2010, financed with an equivalent amount of bonds, to fund the company's development of a video game, Copernicus, and enable the company to move from Maynard, Mass., to Rhode Island. The game was never released. The RIEDC said in its complaint that it was provided with information that funding 38 Studios had "a reasonable probability of bringing high-quality jobs and creating a new industry in Rhode Island." The complaint asserted the defendants did not disclose various risks, including knowledge that even with the loan from the RIEDC, 38 Studios would be undercapitalized by millions of dollars and was likely to run out of money in 2012. 38 Studios defaulted on the loan on May 1 and owes the RIEDC $115.9 million, including principal, interest and guarantee fees. (The debtor cured the initial default on May 18 but was in default again when it filed for Chapter 7 on June 7.) The RIEDC seeks punitive damages from various groups of defendants on charges including breach of fiduciary duty, fraudulent misrepresentations and omissions, legal malpractice, negligence, civil conspiracy, unjust enrichment and alleged hidden commissions paid to Wells Fargo by 38 Studios.

ATP unsecureds set out to pursue fraudulent transfer claims

ATP Oil & Gas Corp.'s official committee of unsecured creditors is seeking standing in the bankruptcy of the oil and gas property developer so that it can prosecute certain fraudulent conveyance claims it believed occurred before the company filed for Chapter 11. Judge Marvin Isgur of the U.S. Bankruptcy Court for the Southern District of Texas in Houston will weigh the panel's request on Nov. 15. The committee filed a motion on Oct. 31, seeking leave, standing and authority to pursue certain fraudulent claims on behalf of the ATP's estate. The unsecured creditors alleged that over the past four years, ATP and certain unnamed counterparties entered into transactions where royalty, net profit and other similar interests in certain offshore oil and gas leases that were owned by the debtor were cancelled. The transfers of certain valuable APT assets and royalty interests occurred during a time when ATP was insolvent and didn't have much capital. The counterparties knew or should have known the transactions would have increased ATP's insolvency, the committee alleges. As a result, the panel reasons, the transactions should be probed. The unsecureds believe Diamond Offshore Co., which is involved in an adversary proceeding with ATP, was one of the counterparties involved in the transfers with debtor. Diamond sued ATP on Oct. 2 in the Houston, alleging ATP has been hoarding cash owed to the drilling contractor.

IRS appeals Solyndra confirmation

The U.S. government, on behalf of the Internal Revenue Service, has appealed the order confirming the liquidation plan of former solar panel maker Solyndra LLC. The government filed a notice of appeal in the U.S. Bankruptcy Court for the District of Delaware in Wilmington on Thursday, Nov. 1.  Judge Mary F. Walrath confirmed Solyndra's liquidation plan on Oct. 22. During the hearing, the U.S. had requested a stay of the confirmation order for at least 10 days. The court complied, saying that any additional stay would have to be granted by the U.S. District Court for the District of Delaware in Wilmington. The IRS had fought against Solyndra's plan, asserting in an Oct. 10 objection its sole purpose was to avoid certain taxes. The objection said the plan was designed to allow the owners of "an empty shell corporation with nearly $1 billion in tax attributes to exit bankruptcy with their ownership--and future ability to use the tax attributes--unimpaired." Under Solyndra's plan, Solyndra would be liquidated, while its parent, 360 Degrees Solar Holdings Inc., would emerge from bankruptcy as a shell company. The IRS said the only reason for Solyndra's parent to emerge from bankruptcy would be so that its owners could exploit the tax attributes that would be lost in a liquidation. Solyndra's disclosure statement valued the tax attributes at $350 million, which the IRS noted dwarfs the $7 million to $8 million the plan allotted to unsecured creditors. The IRS said prepetition and debtor-in-possession lenders Madrone Partners LP and Argonaut Ventures I LLC would control nearly 100% of 360 Degrees Holdings thanks to warrants they would receive under the lender-sponsored plan.

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