UPDATE 3: Rocket Software Floats Price Talk in 9% Area for $1B Senior Secured Notes Due 2028

UPDATE 3: 7:42 a.m. ET 4/16/2024:

Price Talk: 9.00% area
Portability: None (removed)
Timing: Books close at 12:00pm ET today; pricing thereafter

For Reorg’s primary analysis, click HERE.

For S&P’s ratings report, click HERE.

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UPDATE 2: S&P Assigns Rating of B- to Rocket Software’s $1B Senior Secured Notes Due 2028

UPDATE 2: 4:47 p.m. ET 4/15/2024:

S&P has assigned a rating of B- to Rocket Software’s $1 billion senior secured notes due 2028. The agency’s report is HERE.

For analysis by Reorg’s Performing Credit team click HERE.

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UPDATE 1: Initial Whispers for Rocket Software’s $1B Senior Secured Notes Due 2028 in 9% Area

UPDATE 1: 10:05 a.m. ET 4/15/2024: Initial whispers for Rocket Software’s proposed $1 billion senior secured notes due 2028 are in the 9% area, according to sources.

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Original Story 7:52 a.m. UTC on April 15, 2024

Primary: Rocket Software Plans to Sell $1B Senior Secured Notes Due 2028 to Finance AMC Acquisition

For covenant analysis of this transaction, click HERE to submit the documents.

ISSUER: Rocket Software, Inc
ISSUE: New Senior Secured Notes
SIZE: $1,000,000,000
MATURITY: November 28, 2028
OPTIONAL REDEMPTION: Non-call for 1 year with first call at 103% of the principal amount, stepping down to 102% of the principal amount in year 3 and par in year 4. For approximately 1 year from issuance, may redeem 10% of original aggregate amount at 103% of the principal amount
ISSUE RATINGS: B3 / B- / BB- (Moody's / S&P / Fitch)
UoP: Together with borrowings under the Incremental First Lien Term Loan Facility, proceeds from the Equity Contribution and cash on hand, to (i) finance and consummate the AMC Acquisition and (ii) pay transaction expenses and fees in connection with the foregoing
PORTABILITY: No CoC subject to: (i) Closing Total Net Leverage Ratio, (ii) Buyer must be either a private equity fund with at least $1bn in AUM or a strategic, and (iii)(a) if PE then need minimum ratings of B3 (stable) / B- (stable), (b) if Strategic then need minimum ratings of Ba3 / BB-
NEGATIVE COVENANTS: Usual and customary for transactions of this type
BUSINESS: A leading global infrastructure software provider with a broad portfolio of products that help corporations, government agencies and other organizations run mission critical IT infrastructure
DISTRIBUTION: 144A / Reg S for life. Available for sale in Canada
LEAD LEFT BOOKRUNNER: RBC Capital Markets
JOINT BOOKRUNNERS: BARC, DB, UBS, CITI, HSBC, MIZ, SMBC, GS

TIMING
4/15: Launch High Yield Offering
4/15: Global Investor Conference Call at 11:00AM ET (details to follow)
4/16: Price High Yield Offering
Close & Fund High Yield offering no later than May 1st