Rovi Corporation $1 Billion Senior Secured Credit Facilities

Davis Polk advised Morgan Stanley Senior Funding, Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Fifth Third Bank and SunTrust Robinson Humphrey, Inc. as joint lead arrangers, Fifth Third Bank and SunTrust Bank as co-documentation agents and Morgan Stanley Senior Funding, Inc. as administrative agent and collateral agent in connection with $1 billion of senior secured credit facilities provided to two subsidiaries of Rovi Corporation. The facilities consist of a $125 million Term A facility, a $700 million Term B facility and a $175 million revolving facility. The obligations under the credit facilities are guaranteed by Rovi Corporation and all of its domestic, and certain of its foreign, subsidiaries and secured by substantially all of the assets of Rovi Corporation and the guarantors. The borrowers will use the proceeds of the credit facilities to refinance their existing term loan facilities and for general corporate purposes.

Rovi powers the discovery, delivery, display and monetization of digital entertainment. With innovative technology solutions for consumer electronics manufacturers, service providers, content producers, advertisers, retailers and websites, Rovi connects people and the entertainment they love. The company holds over 5,000 issued or pending patents worldwide and is headquartered in Santa Clara, California.

The Davis Polk credit team included partner James A. Florack and associates Peter T. Bazos, Sanders T. Witkow and David S. Wheelock. The tax team included counsel Craig A. Phillips and associate Neetin Gulati. All members of the Davis Polk team are based in the New York office.

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