Federal-Mogul up on amend and extend; Intrawest reworked, breaks; Blue Buffalo revises loan

By Sara Rosenberg

New York, Dec. 3 - Federal-Mogul Corp.'s term loan B headed higher in trading on Monday after news emerged that the company will be approaching lenders with an amendment and extension request.

In more loan news, Intrawest made some additional revisions to its credit facility, including moving funds between its first- and second-lien term loans and widening the coupon and discount on the second-lien debt, and then the deal freed up for trading.

Also, on the primary front, Blue Buffalo Co. eliminated the original issue discount on its add-on term loan B and Dematic, Ancestry.com, Safe-Guard Products International LLC and FLY Leasing Ltd. came out with talk in connection with their launches.

Furthermore, Vestcom International Inc. started circulating talk on its upcoming facility, and Cinemark Holdings Inc., Ascensus Inc., CCC Information Services Inc. and Affordable Care Inc. emerged with new deal plans.

Federal-Mogul gains

Federal-Mogul's term loan B strengthened in the secondary market on Monday with word of a proposed amendment and extension that will launch with a call at 10 a.m. ET on Wednesday, according to a trader.

The term B was quoted at 94 bid, 94½ offered, up from 92½ bid, 93½ offered, the trader said.

With the amendment, the company wants to extend the maturity on its term loan B by around two years from December 2014, a source said. The term loan B is sized at about $1.8 billion.

The amendment and extension is conditioned on the prepayment of up to $300 million of the extended term loan and the company, therefore, entered into an agreement to issue about $150 million of common stock to Icahn Enterprises LP with a subsequent rights offering of $150 million.

Additionally, the company is looking to increase its asset-based revolver and extend the maturity.

J.P. Morgan Securities LLC and Wells Fargo Capital Finance LLC are leading the deal that is expected to close this quarter.

Federal-Mogul is a Southfield, Mich.-based supplier of powertrain and safety technologies.

Intrawest restructures

Intrawest made another round of revisions to its credit facility, this time upsizing the five-year first-lien term B (B+) to $450 million from $425 million, while leaving pricing at Libor plus 575 basis points with a 1.25% Libor floor and an original issue discount of 981/2, according to a source. The loan has soft call protection of 102 in year one and 101 in year two.

Last week, pricing on the first-lien term loan was increased from Libor plus 500 bps, the discount was changed from 99 and the call premium was sweetened from just 101 soft call protection for one year.

Also, with the new updates, the company's six-year second-lien term loan (CCC) was cut to $125 million from $150 million, pricing was increased to Libor plus 950 bps from revised talk of Libor plus 900 bps and initial talk of Libor plus 850 bps to 875 bps, and the discount was moved to 97½ from 98, the source continued. This debt still has a 1.25% Libor floor and is non-callable for one year, then at 102 in year two and 101 in year three.

Intrawest starts trading

With the latest changes in place, Intrawest' credit facility hit the secondary market, with the first-lien term loan quoted at 99 bid, par offered, and the second-lien term loan quoted at 98 bid, 99 offered, a trader remarked.

Proceeds from the $650 million credit facility, which also includes a $20 million five-year super-priority revolver (B+) and a $55 million five-year first-lien letter-of-credit facility (B+), will be used to refinance existing debt.

Pricing on the letter-of-credit facility is Libor plus 575 bps, after flexing last week from Libor plus 500 bps. There is no Libor floor on this tranche.

Covenants on the revolver, letter-of-credit facility and term loan B include total leverage, interest coverage and capital expenditures. The second-lien loan has a total leverage covenant.

Goldman Sachs & Co. is leading the deal that will result in total leverage of 5.8 times.

Intrawest is an operator of ski resorts and luxury adventure travel brands.

Blue Buffalo tweaks deal

Back in the primary, Blue Buffalo is now offering its $50 million add-on term loan B to investors at a price of par, instead of at an original issue discount of 991/2, according to a market source.

Pricing is Libor plus 525 bps with a 1.25% Libor floor, in line with existing term loan B pricing.

Proceeds will be used to fund a dividend.

With the add-on, the Wilton, Conn.-based pet food company is seeking an amendment to its existing credit facility to allow for the loan upsize and dividend payment, and lenders are being offered a 12.5 bps consent fee.

Commitments/consents are due on Dec. 4.

Citigroup Global Markets Inc. and Morgan Stanley Senior Funding Inc. are leading the deal.

Dematic discloses guidance

Dematic held its bank meeting on Monday afternoon, and with the event, price talk on the $540 million term loan B, which includes a $50 million deposit letter-of credit facility, was revealed, according to a market source.

The B loan is talked at Libor plus 475 bps with a 1.25% Libor floor and an original issue discount of 99, and has 101 soft call protection for one year, the source said.

The company's $615 million credit facility also provides for a $75 million revolver.

Credit Suisse Securities (USA) LLC, J.P. Morgan Securities LLC and Barclays are leading the deal that will help fund AEA Investors and Teachers' Private Capital's buyout of the company from Triton.

Leverage through the loan is 3.5 times.

Dematic, an engineering company that provides intelligent warehouse logistics and materials handling solutions, expects the buyout to close in January, subject to regulatory approval.

Ancestry.com launches

Ancestry.com launched its $670 million seven-year covenant-light term loan in the afternoon with talk of Libor plus 475 bps to 500 bps with a 1.25% Libor floor and an original issue discount of 99, according to a market source.

By comparison, in filings with the Securities and Exchange Commission, term loan pricng was outlined as Libor plus 450 bps with a 1.25% Libor floor and an original issue discount of 99.

The $720 million senior secured credit facility, for which commitments are due by 5 p.m. ET on Dec. 14, also includes a $50 million five-year revolver.

Barclays, Morgan Stanley Senior Funding Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc. and RBC Capital Markets LLC are leading the deal.

Ancestry.com being acquired

Ancestry.com's credit facility, along with $300 million of notes and equity, will be used to fund its buyout by Permira Funds for $32 per share in cash in a transaction valued at $1.6 billion.

The notes are backed by a commitment for a $300 million one-year senior unsecured bridge loan that is priced at Libor plus 825 bps with a 1.25% Libor floor. The spread will increase by 50 bps after three months and every three months thereafter up to an undisclosed cap.

Closing is expected in early 2013, subject to stockholder approval and other customary conditions.

Senior secured leverage is 3.9 times and total leverage is 5.6 times.

Ancestry.com is a Provo, Utah-based online family history resource.

Safe-Guard pricing

Safe-Guard Products launched with a bank meeting its $170 million six-year first-lien term loan with talk of Libor plus 575 bps to Libor plus 600 bps with a 1.25% Libor floor, an original issue discount of 98 and 101 soft call protection for one year, according to sources.

The company's $240 million credit facility also includes a $20 million revolver and a $50 million second-lien term loan that is already spoken for, sources said.

Commitments are due on Dec. 14.

Credit Suisse Securities (USA) LLC is the lead bank on the deal that will be used to fund the buyout of the company by GS Principal Investments from HIG Capital.

Safe-Guard Products is an Atlanta-based provider of after-market warranty products and services for new, used and leased motor vehicles.

FLY Leasing repricing

FLY Leasing launched with a call in the afternoon a repricing of its roughly $390 million term loan that is talked at Libor plus 450 bps to 475 bps with a 1.25% Libor floor, a par offer price and 101 soft call protection for one year, according to a market source.

By comparison, current pricing on the loan is Libor plus 550 bps with a 1.25% Libor floor.

Lead bank, Citigroup Global Markets Inc., is seeking commitments by Dec. 12, the source added.

FLY is an aircraft lessor with corporate offices in Dublin, Ireland, and San Francisco.

Vestcom talk surfaces

Vestcom International revealed talk of Libor plus 475 bps with a 1.25% Libor floor and an original issue discount of 99 on its $197 million credit facility that will launch with a bank meeting on Tuesday, according to sources.

The facility consists of a $25 million revolver and a $172 million term loan B, which includes 101 soft call protection for one year, sources said.

GE Capital Markets is leading the deal.

Proceeds will be used to help fund the company's buyout by Court Square Capital Partners.

Vestcom is a Little Rock, Ark.-based provider of shelf-edge marketing solutions.

Cinemark refinancing

In more primary happenings, Cinemark will host a conference call on Tuesday to launch an $800 million senior secured credit facility that will be used to take out an existing credit facility, according to a market source.

The new deal is comprised of a $100 million undrawn revolver and a $700 million term loan, the source said.

The old being refinanced consists of a $73.5 million revolver and $900 million term loan.

Other funds for the refinancing will from a proposed $400 million senior notes offering. Between, the term loan and the notes, the company is raising about $200 million in incremental debt.

Barclays, Morgan Stanley Senior Funding Inc., Deutsche Bank Securities Inc. and Wells Fargo Securities LLC are the lead banks on the bank deal.

Cinemark is a Plano, Texas-based motion picture exhibitor. In mid-November, the company announced plans to acquire 32 theatres located in 12 states from Rave Cinemas for about $240 million.

Ascensus coming soon

Ascensus set a bank meeting for 10:30 a.m. ET on Tuesday to launch a $185 million senior secured credit facility, according to a market source.

The facility consists of a $10 million revolver and a $175 million term loan, the source said.

Morgan Stanley Senior Funding Inc. is leading the deal that will be used fund the purchase of ExpertPlan and fund a dividend.

Closing is expected by year-end.

Ascensus is a Dresher, Pa.-based provider of retirement plan solutions for organizations. ExpertPlan is an East Windsor, N.J.-based provider of micro and small plan recordkeeping and administrative services.

CCC readies deal

CCC Information scheduled a bank meeting for Wednesday morning to launch a $520 million senior secured credit facility that includes a $50 million five-year revolver and a $470 million seven-year covenant-light term loan, according to sources.

Goldman Sachs & Co. and J.P. Morgan Securities LLC are leading the transaction.

Proceeds, along with mezzanine financing, will be used to help fund the company's buyout by Leonard Green & Partners from Investcorp.

CCC is a Chicago-based provider of advanced software and workflow tools to the insurance automotive claims and collision repair industries.

Affordable Care plans loan

Affordable Care also is getting ready to bring a new credit facility to market, and a bank meeting has been set for Tuesday to launch the deal, according to a market source.

The facility is comprised of a revolver, a first-lien term loan and a second-lien term loan, the source said.

GE Capital, NXT Capital and Golub Capital are leading the deal that will be used to refinance existing debt and fund a dividend.

Affordable Care is Kinston, N.C.-based provider of practice management services and on-site denture laboratories focused exclusively on dentures.

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