Financier Ronald Perelman is planning one of the largest thrift bond issues ever.
The $1.85 billion bond issue, which is expected to price next week, comes as Mr. Perelman's privately owned thrift, First Nationwide Holdings, the parent of California Federal Bank, pursues a complicated merger with publicly traded thrift Golden State Bancorp.
The merger would create the second-largest thrift in the country, behind Seattle-based Washington Mutual Inc.
Mr. Perelman bought the then-languishing First Nationwide four years ago from Ford Motor Co. He later merged it with CalFed. Early this year, he announced plans to buy Golden State.
The senior debt will be issued from GS Escrow Corp., a financial vehicle, which eventually will be folded into Golden State.
Market experts said that investment bankers planned the issuance before the completion of the merger because of the favorable interest rate environment.
The proceeds would refinance more expensive outstanding debt of First Nationwide Holdings, CalFed, Golden State, and their subsidiaries.
Many First Nationwide bondholders are optimistic about the upcoming bond issue because Mr. Perelman is likely to pay a premium, said one First Nationwide bond investor.
"First Nationwide has many different outstanding issues," said the bond investor. "The holding company has a very confusing structure, and it can be cleaned up by taking out First Nationwide's bonds."
Salomon Smith Barney, the lead manager, is conducting a road show to get bond investors interested. The multitranche deal will offer three-year, five-year, seven-year, and floating-rate notes to cover the full spectrum of the yield curve or to attract the widest range of bond investors.
Investors are curious. "The company has done a great job," said Ivor Shucking, who invests in bonds for Strong Capital Funds, Milwaukee. "The fundamentals are bright. It's just a matter of pricing."
Rumors abounded about the prices on three sections of the deal.
Bond investors said they heard murmurs of 137.5 basis points over Treasuries for the three-year tranche; 150 basis points over Treasuries for the five-year tranche, and 175 basis points over Treasuries for the seven- year tranche.
Investment bankers may have to reduce the pricing, considering where the bonds are coming from. The bonds have been rated Ba1 by Moody's Investors Service and BBB-plus by Standard & Poor's, which means they are below investment grade. There is also the question of issuing origin.
Investors will "have to be paid for the Perelman factor," said another bond investor.
Mr. Perelman has a history of buying companies and leveraging them to pursue other acquisitions. Last year LaSalle National Bank and other noteholders in Marvel Holding Co., the world's largest comic book company, sued Mr. Perelman and other financiers for allegedly diverting more than $550 million in proceeds from Marvel's note sales to other companies.
"He raped the company," said one analyst. "Perelman is an equity guy, so what does he care about bondholders."