Wynn shifts funds; BNY ConvergEx flexes up; Georgia Gulf sets talk; VNU, American Cellular break

By Sara Rosenberg

New York, Aug. 8 - Wynn Las Vegas, LLC moved some funds out of its term loan B and into its revolver but left pricing on the two tranches unchanged, and BNY ConvergEx Group LLC increased pricing on its first- and second-lien debt.

Also, in the primary, Georgia Gulf Corp. came out with price talk on its $1 billion-plus credit facility as ratings on the deal finally emerged.

In the secondary, VNU NV's credit facility freed for trading, with the U.S. term loan B quoted right around the original issue price throughout the session, and American Cellular Corp. also broke for trading, with its funded term loan quoted in the high-par area and its delayed-draw loan quoted wrapped around par.

Wynn Las Vegas tweaked the tranching under its $1.125 billion amended and restated credit facility as it shifted $175 million out of its term loan B and into its revolver, according to a market source.

The term loan B is now sized at $225 million, down from an original size of $400 million, and the revolver is now sized at $900 million, up from an original size of $725 million, the source said.

Pricing on the tranches was left unchanged, with the term loan B carrying an interest rate of Libor plus 187.5 basis points and the revolver carrying an interest rate of Libor plus 162.5 basis points, the source added.

Deutsche Bank and Bank of America are the lead banks on the deal, with Deutsche the left lead.

Proceeds from the credit facility will be used to refinance the Las Vegas-based casino company's existing credit facility, including the existing approximately $400 million term loan that is priced at Libor plus 212.5 basis points.

BNY ConvergEx ups spreads

BNY ConvergEx increased pricing on its first- and second-lien term loans on Tuesday and added soft call protection to the first-lien paper, according to market sources.

The $420 million term loan B (B1/B+) is now priced with an interest rate of Libor plus 300 basis points, up from original talk at launch of Libor plus 275 basis points, and it now carries 101 soft call protection for one year, sources said.

Talk is that at the new pricing, the first-lien term loan book is "filled out but not by much," one source remarked.

Meanwhile, the $180 million second-lien term loan (B3/B-) is now priced with an interest rate of Libor plus 675 basis points, up from original talk at launch of Libor plus 650 basis points, a second source added. This tranche contains call protection of 102 in year one and 101 in year two.

BNY ConvergEx's $675 million credit facility also contains a $75 million revolver (B1/B+).

Merrill Lynch and Goldman Sachs are the lead banks on the deal, with Merrill the left lead. Morgan Stanley and Bank of New York are co-managers.

In addition to the credit facility the company will be getting $100 million of mezzanine debt that is underwritten by Merrill and Goldman.

Leverage through the first lien will be 3.7x, leverage through the second lien will be 5.3x and leverage through the mezzanine will be 6.2x.

Proceeds from the credit facility, along with the mezzanine financing, will be used to help fund the creation of BNY ConvergEx Group by GTCR Golder Rauner, LLC, The Bank of New York Co. Inc. and Eze Castle Software.

BNY ConvergEx will be an agency brokerage and technology company offering a complete spectrum of pre-trade, trade and post-trade solutions for traditional money managers, hedge funds, broker-dealers, corporations and plan sponsors.

The new company is expected to be established by the end of September, pending regulatory approval.

Georgia Gulf price talk

Georgia Gulf announced price talk of Libor plus 200 basis points on its $1.05 billion credit facility now that a BB rating from Standard & Poor's surfaced Tuesday and the Ba2 rating from Moody's Investors Service came out on Monday, according to a market source.

Tranching on the facility, which launched with a bank meeting last week, is comprised of a $300 million revolver and a $750 million term loan.

Bank of America, Merrill Lynch and Lehman Brothers are the lead banks on the deal, with Bank of America on the left.

Proceeds from the credit facility and unsecured senior and senior subordinated high-yield bonds will be used to fund the acquisition of Royal Group Technologies Ltd.

Under the acquisition agreement, Georgia Gulf will pay C$13.00 per Royal Group share in cash. The total transaction is valued at about C$1.7 billion, including assumed net debt of about C$491 million.

Closing on the transaction is expected around the September timeframe, subject to approval by Royal Group's shareholders and regulatory approvals.

Georgia Gulf is an Atlanta-based manufacturer of commodity chemicals, vinyl resins and vinyl compounds. Royal Group is a Toronto-based producer of vinyl building and construction products.

BCBG schedules update call

BCBG Max Azria Group has scheduled an update call on its in-market $80 million third-lien term loan (B3/CCC+) for Wednesday and as a result has pushed off the amendment consent deadline to this coming Friday from the original Tuesday deadline, according to a buyside source.

The third-lien term loan is being talked at Libor plus 800 basis points, after flexing up in July from original talk at launch of Libor plus 650 basis points.

In addition, investors were originally expecting the deal to take the shape of a $30 million add-on to the company's existing term loan B and a new $50 million third-lien term loan tranche, but that was changed to just one $80 million third-lien tranche around the time the deal launched.

"Even though they changed the structure a while ago I don't think they ever posted it to Intralinks. I think they just did it verbally. So, I think management just wants to walk everyone through it tomorrow," the source explained.

Goldman Sachs is the lead bank on the loan that will be used by the Vernon, Calif., clothing company for acquisition financing.

TransFirst firms pricing

TransFirst Holdings Inc. finalized pricing on its $430 million credit facility, with all tranches ending up at the tight end of talk, according to a market source.

Both the $35 million revolver (B2/B+) and the $275 million first-lien term loan B (B2/B+) ended up at Libor plus 250 basis points, the low end of original guidance of Libor plus 250 to 275 basis points, and the $120 million second-lien term loan (Caa1/B-) ended up at Libor plus 625 basis points, the low end of original guidance of Libor plus 625 to 650 basis points, the source said.

Merrill Lynch Capital is the lead bank on the deal that will be used for a dividend recapitalization.

TransFirst is a Dallas-based provider of credit card processing services and payment enabling technologies.

VNU frees to trade

Switching to trading news, VNU's credit facility hit the secondary on Tuesday, with the $4.1875 billion seven-year U.S. dollar term loan B quoted at 99½ bid, 99¾ offered consistently throughout market hours, according to one trader.

A second trader, however, said that the paper actually closed the day at 99 3/8 bid, 99 5/8 offered, which is still right around the issue price.

The U.S. term loan B is priced with an interest rate of Libor plus 275 basis points and it was sold to investors with an original issue discount of 991/2. During syndication, the tranche was downsized twice, first from $4.7125 billion and then from $4.625 billion, pricing was flexed up from original talk at launch of Libor plus 250 basis points and the original issue discount was added.

VNU's credit facility (B1/B+) also contains a $687.5 million six-year multi-currency revolver with an interest rate of Libor plus 250 basis points and an €800 million seven-year term loan B with an interest rate of Euribor plus 250 basis points that was also sold to investors with an original issue discount of 991/2.

During syndication, the euro term loan B was upsized twice, first from €380 million and then from €450 million, to correspond with the U.S. term loan B downsizings, and the original issue discount was added.

In addition, during the syndication process, an interest charge covenant was added to the credit agreement.

Citigroup, Deutsche Bank and JPMorgan acted as the lead banks on the deal, with Citi the left lead.

Proceeds from the credit facility were used to help back the acquisition of VNU by Valcon Acquisition BV, a company controlled by a private equity group consisting of affiliated funds of AlpInvest Partners NV, The Blackstone Group LP, The Carlyle Group, Hellman & Friedman LLC, Kohlberg Kravis Roberts & Co. LP and Thomas H. Lee Partners LP.

VNU is a Netherlands-based information and media company.

American Cellular breaks

American Cellular's credit facility also started trading on Tuesday, with its $100 million seven-year term loan quoted at par ½ bid, 101 offered and its $100 million delayed-draw term loan quoted at 99¾ bid, par ¼ offered, according to a trader.

Both term loans are priced with an interest rate of Libor plus 225 basis points, and both saw pricing reduced from original talk of Libor plus 250 basis points during syndication.

The delayed-draw term loan is available for 12 months. The tranche carries an unused fee of 75 basis points for the first four months, 125 basis points for the following four months and 175 basis points for the last four months.

American Cellular's $250 million senior secured credit facility (B1/B+) also contains a $50 million five-year revolver with an interest rate of Libor plus 225 basis points. This tranche also saw pricing reverse flexed from original talk of Libor plus 250 basis points during syndication.

There is an accordion feature under the facility conditioned on consolidated secured debt to EBITDA not exceeding 2.75 to 1.00, and consolidated debt to EBITDA not exceeding 6.50 to 1.00.

If the company has not refinanced or repaid its 10% senior notes by Feb. 1, 2011, then the revolver and the term loans will mature on Feb. 1, 2011.

The company is required to make mandatory reductions of the bank debt with the net cash proceeds received from certain issuances of debt and upon any material sale of assets by it and its subsidiaries, subject to an 18-month reinvestment provision.

Bear Stearns acted as the lead bank on the credit facility that was completed on Tuesday.

Proceeds from the term loan are being used to fund the acquisition of Highland Cellular LLC, which provides cellular wireless service to southern West Virginia and two adjacent counties in Virginia, for $95 million.

Borrowings under the delayed draw will be available for participating in the AWS auction, for other acquisitions and for general corporate purposes.

American Cellular is a subsidiary of Dobson Communications Corp., an Oklahoma City-based provider of wireless phone services to rural markets.

Safety-Kleen closes

Safety-Kleen Systems Inc. closed on its $395 million credit facility (B1/BB-) consisting of a $100 million revolver, a $230 million term loan B and a $65 million letter-of-credit facility, according to a company news release.

The credit facility contains a $100 million accordion feature.

JPMorgan and Credit Suisse acted as co-lead arrangers on the deal, with JPMorgan the left lead.

Proceeds from the credit facility, along with a $100 million rights offering to purchase the company's common stock, were used to eliminate its senior subordinated debt, repay its current credit facilities issued in 2005 and redeem its preferred stock.

Safety-Kleen is a Plano, Texas, provider of industrial waste management services.

N.E.W. Customer closes

Berkshire Partners LLC, along with Freeman Spogli & Co. and management, has completed its leveraged buyout of N.E.W. Customer Service Companies, Inc., according to a company news release.

To help fund the transaction, N.E.W. Customer got a $665 million credit facility consisting of a $20 million six-year revolver with a 50 basis point commitment fee, a $390 million seven-year term loan B and a $255 million 71/2-year second-lien term loan.

Credit Suisse, CIBC and Bank of America acted as the lead banks on the deal, with Credit Suisse the left lead.

N.E.W. Customer is a Sterling, Va., provider of extended service plans, buyer protection programs and product support.

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