Cablevision buyout bid backed by $10 billion credit facilities, $2.575 billion bonds

By Sara Rosenberg

New York, Jan. 12 - Cablevision Systems Corp.'s buyout bid by Charles F. and James L. Dolan, on behalf of the Dolan family, is backed by a financing commitment that calls for $10 billion in new credit facilities and $2.575 billion in new bond debt, according to an SC 13D/A filed with the Securities and Exchange Commission Friday.

Merrill Lynch and Bear Stearns are the lead banks on the debt financing.

On the bank debt side, CSC Holdings Inc., a direct wholly owned subsidiary, will get an $8 billion senior secured credit facility consisting of a $1 billion six-year term loan A, a $6 billion seven-year term loan B and a $1 billion revolver.

Regional Programming Partners, an indirect subsidiary of CSC, will get a $1 billion credit facility consisting of an $800 million five-year term loan B, a $150 million delayed-draw with five-year final maturity term loan B and a $50 million revolver.

And, Rainbow National Services LLC, a direct wholly owned subsidiary of Rainbow Programming Holdings, will get a $1 billion credit facility consisting of a $700 million seven-year term loan B and a $300 million revolver.

Meanwhile, on the bond side, Cablevision Systems Corp. (Super Holdco) would issue $600 million of a to-be-determined combination of unsecured senior fixed- and floating-rate notes with at least a 10-year maturity.

Intermediate Holdco, a newly formed direct wholly owned subsidiary, will issue $950 million of a to-be-determined combination of unsecured senior fixed- and floating-rate notes with at least an eight-year maturity.

And, Rainbow Programming Holdings LLC, an indirect wholly owned subsidiary of CSC, will issue $1.025 billion of a to-be-determined combination of unsecured senior fixed- and floating-rate notes with at least an eight-year maturity.

In addition, Topco, a new holding company, will raise gross cash proceeds of not less than $870 million from the issuance of redeemable preferred stock.

Under the proposed buyout, public stockholders would receive $30 per share in cash, compared to the $27 per share the Dolan Family Group offered on Oct. 8. The proposal values the total equity of Cablevision at $8.9 billion and implies an enterprise value of $20.1 billion.

The buyout offer will expire at the close of business on Jan. 17.

Cablevision is a Bethpage, N.Y., media, entertainment and telecommunications company.

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