Multiversity offers talk on €765M offering of floating-rate notes for buyout

Price talk on the €765 million offering of seven-year (non-call one) secured floating-rate notes backing CVC's buyout of Italian e-learning platform Multiversity is out at E+425, offered at 99.50-99.75. Books close today at 3 p.m. London time via a BofA Securities-led group.

Price talk follows initial pricing thoughts at mid-4%. Today's update also brings changes to these documentation points:

* Pro forma EBITDA adjustment capped at 25% with 24-month time limit;
* Ability to convert the available RP (restricted payment) capacity reduced to 100%;
* Portability clause ratio subject to total net leverage less than 3.5x;
* Net cash proceeds conversion for equity contribution indebtedness reduced to 100%;
* Inclusion of permitted debt outstanding in ratio debt calculation.

The deal was presented on a global investor call on Oct. 18, and proceeds will fund the takeover of the company by CVC Capital Partners. In September the sponsor announced plans to take full ownership of Multiversity with the acquisition of a 50% stake that it did not already own. CVC purchased an initial 50% stake in August 2019.

Ratings are B/B2 for both issue and issuer with a 3 recovery rating. The outlook is positive from S&P Global Ratings and stable from Moody’s.

BofA Securities is physical bookrunner and B&D, with Deutsche Bank and UniCredit as global coordinators. BNP Paribas, Credit Agricole and IMI–Intesa Sanpaolo are joint bookrunners.

A €100 million, 6.5-year revolver rounds out the capital structure. The sponsor will make an equity contribution of €41.8 million as part of the deal.

The company reported revenue of €224 million and adjusted EBITDA of €129 million for the last 12 months ended June 2021, according to a company presentation. Paganini BidCo SpA is the issuing entity. Post closing, Paganini BidCo, Wversity and Multiversity SpA will merge into Multiversity through a reverse merger.

Multiversity is an online learning platform with the highest number of enrolled students in Italy within online universities, according to a company presentation.