SLH

Goldman Sachs Group Inc. is struggling to sell some $2 billion in bonds to fund a buyout of software firm Solera Holdings Inc., according to people familiar with the matter, the latest sign of trouble in the market for debt used in takeovers.

At $6.5 billion including debt, the software company's sale to Vista Equity Partners was one of the biggest private-equity sales announced last year. It has been widely viewed as a test of whether the credit market will continue to support corporate buyouts, especially those with big debt loads.

Goldman expected to sell the bonds at an annual yield of 10.75% to 11%, an increase from initial guidance of around 10%, investors said. But as of Thursday morning, it had found buyers for only about half the bonds, and pricing expectations moved above 11%, some of the people said. Vista has agreed to buy about $500 million worth of the debt, some of the people said.

The bond sale, which was initially expected to wrap up today, has proven a tougher task than Solera's $1.9 billion offering of leveraged loans backing the deal, which was oversubscribed last week. One option is for Solera to sell fewer bonds and increase the size of its loan sale, said the people familiar with the matter.

The difficulties are the latest sign that it is getting harder for heavily indebted companies to borrow. Junk-rated firms have issued just $11.6 billion in bonds so far this year, down from $48.5 billion during the same period last year and the lowest total since 2009 during the depths of the financial crisis, according to Dealogic.

In recent weeks, LeasePlan International NV shelved a €1.55 billion ($1.71 billion) bond sale after failing to get enough investor interest. Banks were forced to fund Endurance International Group Holdings Inc.'s acquisition of email-marketing firm Constant Contact Inc. after failing to find buyers for $1.1 billion of buyout debt.

And there are signs that investor wariness is extending to higher-rated borrowers. While most of the signs of investor discontent have been concentrated in junk bonds, those rated below investment grade, insurer CNA Financial Corp., whose debt is rated investment grade, last week trimmed the size of a bond offering and raised the interest rate after investors balked at the terms of a $500 million fundraising.

A Barclays PLC index of U.S. junk debt has declined 9.6% over the past year, threatening what had been a roaring mergers-and-acquisitions market. Companies struck a record $4.3 trillion worth of deals last year, in part spurred by cheap and available credit.

Solera negotiated its sale in September, just as cracks were starting to emerge in the market for risky debt. The $6.5 billion deal risked running afoul of regulators, who frown on deals carrying debt higher than six times earnings before interest, taxes, depreciation and amortization.

To help ease concerns, affiliates of Goldman Sachs and Koch Industries Inc. agreed to buy up to $800 million in preferred shares to fund the deal. Such investments, while they pay a fixed debt-like return, are treated as equity and would help keep Solera's debt ratio in check.

Apollo Management Group LLC's pending $6.9 billion buyout of ADT Corp., announced earlier this month, also hinges on an investment from Koch. Preferred shares are expensive for borrowers, and is often a sign that more traditional debt sources were tapped out.

In addition to threatening M&A activity, a credit crunch would also imperil low-rated companies that need to refinance existing debt. U.S. companies -- many of them taken private in the last buyout boom -- have $1.3 trillion in junk debt maturing between now and 2020, according to S&P.

Write to Liz Hoffman at liz.hoffman@wsj.com

(END) Dow Jones Newswires

February 25, 2016 14:55 ET (19:55 GMT)

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