Source - RNS
RNS Number : 0490D
Micro Focus International plc
21 April 2017




21 April 2017

Micro Focus International plc


Successful Syndication of the New Credit Facilities totalling US$5.5bn in relation to the Proposed Merger with the Software Business Segment ("HPE Software") of Hewlett Packard Enterprise Company ("HPE") (the "Transaction")


Further to the announcement on 31 March 2017, Micro Focus International plc ("Micro Focus" or the "Company") is pleased to announce the successful syndication of the new credit facilities (the "New Facilities") on behalf of both MA FinanceCo, LLC, a wholly owned subsidiary of Micro Focus, and Seattle SpinCo, Inc., a wholly owned subsidiary of HPE that will hold HPE Software and be merged with a wholly owned subsidiary of Micro Focus in the Transaction.

The New Facilities comprise a US$500 million Revolving Credit Facility at LIBOR plus 3.50% (subject to a LIBOR floor of 0.00%) placed with a number of financial institutions and US$5,000 million of term loans which have been syndicated on more favourable terms to the borrowers than the indicative terms announced on 31 March 2017.  The new term loans are priced as follows:

(a)  the new US$2,600 million senior secured seven year term loan B issued by Seattle SpinCo, Inc. is priced at LIBOR plus 2.75% (subject to a LIBOR floor of 0.00%) with an original issue discount of 0.25%, compared with the original guidance of LIBOR plus 3.00-3.25% (subject to a LIBOR floor of 0.00%) and original issue discount of 0.50%;


(b)  the new US$385 million senior secured seven year term loan B issued by MA FinanceCo LLC is also priced at LIBOR plus 2.75% (subject to a LIBOR floor of 0.00%) with an original issue discount of  0.25%, compared with the original guidance of LIBOR plus 3.00-3.25% (subject to a LIBOR floor of 0.00%) and original issue discount of 0.50%;


(c)  the new Euro 470 million (equivalent to US$500 million) senior secured seven year term loan B issued by MA FinanceCo LLC is priced at EURIBOR plus 3.00% (subject to a EURIBOR floor of 0.00%) with an original issue discount of 0.25%, compared with the original guidance of EURIBOR plus 3.00-3.25% (subject to a EURIBOR floor of 0.00%) and original issue discount of 0.50%; and,


(d)  in relation to the existing senior secured term loans issued by MA FinanceCo, LLC the lenders in the term loan C of US$412 million due November 2019 were offered a cashless roll of their investment into the existing term loan B-2 due November 2021 and this loan will be re-priced to LIBOR plus 2.50% (subject to a LIBOR floor of 0.00%) and increased in size from US$1,103 million to US$1,515 million.  The term loan B-2 and the term loan C were previously priced at LIBOR plus 3.75% (subject to a LIBOR floor of 0.75%) and the new pricing will apply approximately five days after allocation.

All tranches of the term loans together with the Revolving Credit Facility include a margin step down by 25 bps should senior secured net leverage fall below 3.0x. The initial pro-forma senior secured net leverage ratio of the Enlarged Group is currently estimated to be 3.3x. This margin step-down is applicable no earlier than the delivery of the April 2018 financial statements.

All of the term loans carry a 101% soft call protection for six months. The new seven-year term loans set out in (a), (b) and (c) will pay a ticking fee of 0% margin for 30 days, 50% margin for days 31 to 60 and 100% margin plus LIBOR/EURIBOR (as applicable) from day 61 onwards, at which point the term loans will close into escrow. 

Following completion of the Transaction ("Completion"), the seven year term loans set out in (a) and (b) above will trade as one tranche with two CUSIP codes.  Micro Focus has successfully accessed the Euro term loan market for the first time with the seven year term loan set out in (c) above.

The deal has now been allocated to the lenders. J.P. Morgan is lead-left book runner alongside joint book runners Barclays, HSBC, NatWest Markets, and Bank of America Merrill Lynch.

The New Facilities will be used to (i) fund the pre-Completion cash payment by Seattle SpinCo, Inc to HPE of US$2,500 million (subject to certain adjustments in limited circumstances), (ii) reprice, amend and extend the existing drawn facilities of Micro Focus of c. US$1,500 million, (iii) fund the Return of Value to Micro Focus' existing Shareholders of US$500 million and (iv) pay transaction costs. The balance will be used for general corporate and working capital purposes.

Terms used in this announcement, but not defined, have the same meaning as those set out in Micro Focus' announcement of the Merger on 7 September 2016.

For further information please contact:


Micro Focus International plc

Kevin Loosemore (Executive Chairman)

Mike Phillips (Chief Financial Officer)

Tim Brill (Director, Corporate Communications & IR)

+44 16 3556 5605

Powerscourt (PR adviser)

Juliet Callaghan

+44 20 7250 1446


About Micro Focus

Micro Focus (LSE: MCRO.L) is a global enterprise software company supporting the technology needs and challenges of the Forbes Global 2,000 (the top 2,000 public companies in the world by as determined Forbes magazine). Our solutions help organisations leverage existing IT investments, enterprise applications and emerging technologies to address complex, rapidly evolving business requirements while protecting corporate information at all times. Micro Focus's Product Portfolios are Micro Focus and SUSE. Within Micro Focus our solution portfolios are COBOL Development and Mainframe Solutions, Host Connectivity, Identity and Access Security, IT Development and Operations Management Tools, and Collaboration and Networking. For more information, visit: SUSE, a pioneer in Open Source software, provides reliable, interoperable Linux, cloud infrastructure and storage solutions that give enterprises greater control and flexibility. For more information, visit: .

About HPE Software

HPE Software is a leading global infrastructure software provider offering a broad range of software products, services and solutions, including big data analytics, enterprise security products and information management and governance, application delivery management, and IT operations management solutions for businesses and other enterprises of all sizes. HPE Software's offerings include licences, support, professional services and SaaS.

HPE Software's products are available worldwide. HPE Software has over 30,000 customers worldwide, including 98 of the Fortune 100 companies.


This release is not an offer of securities for sale in the United States. Securities may not be offered or sold in the United States absent registration or an exemption from registration. Any public offering of securities to be made in the United States will be made by means of a prospectus that may be obtained from Micro Focus and that will contain detailed information about Micro Focus and its management, as well as financial statements.

Caution Concerning Forward-Looking Statements

This release contains certain statements about the Transaction, Company, HPE and HPE Software that constitute or are deemed to constitute "forward-looking statements" (including within the meaning of the US Private Securities Litigation Reform Act of 1995). The forward-looking statements contained herein may include, but are not limited to, statements about the expected effects on the Company, HPE and HPE Software of the Transaction, the anticipated timing and benefits of the Transaction, the Company's and HPE Software's anticipated standalone or combined financial results and outlooks. Neither the Company, HPE nor HPE Software, nor any of their respective associates or directors, officers or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this release will actually occur or that if any of the events occur, that the effect on the operations or financial condition of the Company, HPE or HPE Software will be as expressed or implied in such forward-looking statements. In addition, these forward-looking statements are based on a number of assumptions that are subject to change.

Forward-looking statements included herein are made as of the date hereof. Subject to any requirement under applicable law, none of the Company, HPE and HPE Software undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future/subsequent events or otherwise. Investors should not place undue reliance on forward-looking statements, which speak only as of the date of this release.


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