The Firm recently represented the initial purchasers, Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC, as joint bookrunning managers, and Banco Bradesco BBI S.A., Barclays Capital Inc., BNP Paribas Securities Corp., Credit Suisse Securities (USA) LLC, Itau BBA USA Securities, Inc. and Santander Investment Securities Inc., as co-managers, in connection with the issuance of $650 million principal amount of 6.25% Notes due 2023 and $350 million principal amount of 6.875% Notes due 2028 by Vrio Finco 1 LLC and Vrio Finco 2 Inc., which are currently wholly owned subsidiaries of AT&T Inc. The offering was conducted in reliance on Rule 144A and Regulation S under the U.S. Securities Act of 1933, as amended.
The notes initially will be secured by a pledge of shares of Vrio Finco’s subsidiaries in Latin America and, if AT&T spins-off Vrio in the future, will benefit from subsidiary guarantees.
The bond financing is part of the anticipated initial public offering of Vrio Corp., a wholly owned subsidiary of AT&T that will own and operate the digital entertainment services business of DIRECTV in eight countries in South America and three countries in the Caribbean. DIRECTV is a leading provider of digital entertainment services, with approximately 13.6 million customers. The Firm also represented the lead arrangers and lenders in a related $1 billion equivalent Brazilian reais-denominated loan financing.
The Simpson Thacher team for the transaction included Todd Crider, Jaime Mercado, Kirsten L. Davis, Marcelo B. Lorenzen, Natalia Merlussi and Daniele Gobo (Capital Markets); Soogy Lee and Ronnie Lim (Credit); Jonathan Cantor and Pierce Pandolph (Tax); and Jennie Getsin (Blue Sky).