Metaldyne sets talk; Ford upsizes; Total Safety, Denny's tweak pricing; John Maneely, Talecris break

By Sara Rosenberg

New York, Dec. 6 - Metaldyne Corp. released official price talk on its credit facility as the deal was launched with a bank meeting on Wednesday, and Ford Motor Co. revealed plans to upsize its in-market revolver tranche due to strong demand.

In other primary news, Total Safety Inc. reverse flexed second-lien pricing and added a step down to its first-lien term loan tranche, and Denny's Holdings, Inc. reduced spreads on its institutional debt.

Also, CB Richard Ellis Group, Inc. is considering lowering pricing on its in-market term loan B as the deal has been met with strong market demand.

Moving to the secondary market, John Maneely Co. and Talecris Biotherapeutics freed for trading, with both deals' first-lien term loans quoted atop par.

Metaldyne held a bank meeting on Wednesday to launch its proposed $655 million credit facility, and in conjunction with the launch, official pricing guidance on the deal was announced, according to a market source.

The $420 million seven-year term loan (B2/B), $25 million seven-year delayed-draw term loan (B2/B) and $60 million five-year deposit linked synthetic supplemental letter-of-credit facility (B2/B) were all launched with opening talk of Libor plus 375 to 400 basis points, the source said.

Meanwhile, the $150 million five-year asset-based revolver (Ba3/BB-) was launched with price talk set at Libor plus 200 bps. Unused fees on the revolver can range from 25 to 50 bps.

Prior to the bank meeting, it was anticipated that the term loan, delayed-draw loan and letter-of-credit facility would be talked at Libor plus 350 bps based on recent filings with the Securities and Exchange Commission. However, the official revolver price talk is in line with what was outlined in those filings.

The delayed-draw term loan will be available for drawing for 59 days after the closing date for the purpose of funding the purchase of senior notes in a tender offer.

There is a $75 million accordion feature under the asset-based revolver.

Financial covenants under the term loan, delayed-draw loan and letter-of-credit facility include a maximum total leverage ratio, a minimum interest coverage ratio and limitations on capital expenditures.

Financial covenants under the revolver include a springing minimum fixed charge coverage ratio if excess availability falls below $40 million at any time.

JPMorgan and Citigroup are the joint lead arrangers on the deal, and JPMorgan, Citigroup and Deutsche Bank are the bookrunners. JPMorgan is administrative agent, Citigroup is syndication agent and Deutsche is documentation agent.

Proceeds from the credit facility will be used to help back Asahi Tec Corp.'s approximately $1.13 billion acquisition of the company and to replace Metaldyne's existing revolver, letter-of-credit facility, term loan debt and off-balance sheet accounts receivable securitization facility.

Commitments are due on Dec. 20, and closing and funding is targeted for Jan. 5.

Asahi Tec may elect not to close on the merger if both Metaldyne's corporate credit ratings from Moody's Investors Service and Standard & Poor's are not at least B3/B- with a stable outlook and the cost of the new senior term loan under the new credit facility is greater than Libor plus 450 bps, or Libor plus 500 bps if the closing occurs after Dec. 31.

The financing is structured so that Asahi Tec and Metaldyne do not guarantee each other's debt and will not be subject to restrictions on each other's debt.

Pro forma for the transaction, Metaldyne's total leverage will decrease to 4.6 times from 5.1 times and interest coverage will increase to 2.2 times from 1.8 times.

Asahi Tec, a Shizuoka, Japan-based chassis and powertrain component supplier, is buying Metaldyne from Heartland Industrial Partners LP and CSFB Private Equity.

Metaldyne is a Plymouth, Mich., supplier of powertrain and chassis systems and components.

Ford upsizes

Ford is increasing its total senior secured credit facility (Ba3/B) size to possibly as much as $18.5 billion from an original size of $15 billion through an upsizing to the revolver tranche, according to a market source.

The new revolver size has not yet been pinned down but it is estimated to end up anywhere from $10.5 billion to $11.5 billion, compared to the original $8 billion size that the tranche initially carried, the source said.

This increase is a result of "overwhelming support by lenders," Ford said in an 8-K filed with the Securities and Exchange Commission Wednesday.

The company's $7 billion seven-year term loan B was left unchanged in terms of size and pricing and is still being guided in the Libor plus 300 bps area, the market source added. This term loan B is non-callable for two years, then at 102 in year three and 101 in year four.

One other change made to the credit agreement regards availability of the $2 billion basket for pari passu first-lien debt from either incremental facilities and/or permitted additional notes.

In addition to the conditions currently in the term sheet, Ford must now also meet one of the following two conditions to access any amount of the basket - it must pledge its investment in Mazda Motor Corp. as additional collateral for all of the senior secured debt, or it must decrease commitments under the revolver or repay term loan B debt by at least the amount of the additional debt.

The $1.5 billion basket for permitted non-loan exposure under the credit agreement was left unchanged.

Security for the new deal is first-priority liens on principal domestic manufacturing facilities and substantially all of the company's other domestic automotive assets, certain intellectual property, certain real property, all or a portion of the stock of certain subsidiaries, certain intercompany payables and notes, and up to $4 billion of domestic cash without restriction on its use.

Proceeds from the credit facility, along with $4.5 billion in convertibles, will be used to replace the company's existing unsecured $6.3 billion credit facility, address near- and medium-term negative operating-related cash flow, fund its restructuring, and provide added liquidity to protect against a recession or other unanticipated events.

JPMorgan, Citigroup and Goldman Sachs are the joint lead arrangers on the deal.

Commitments are due Dec. 7, with closing and funding planned for Dec. 15.

Ford is a Dearborn, Mich.-based manufacturer and distributor of automobiles.

Total Safety revises pricing

Total Safety also came out with some changes to its credit facility on Wednesday, including lowering pricing on the second-lien term loan and adding a step down in pricing to the first-lien term loan, according to a market source.

With the revision, the $40 million seven-year second-lien term loan (Caa1/CCC) is now priced at Libor plus 650 bps, down from original talk at launch of Libor plus 700 bps, the source said. Call premiums on the paper remained at 102 in year one and 101 in year two.

Meanwhile, pricing on the $75 million six-year first-lien term loan B (Ba3/B-) was left unchanged at Libor plus 300 bps but a step down was added under which pricing can drop to Libor plus 275 bps at 4.5 times total leverage, the source added.

Total Safety's $130 million credit facility also includes a $15 million five-year revolver (Ba3/B-) priced at Libor plus 300 bps.

Accounts are being asked to recommit to the deal by noon on Thursday.

Credit Suisse is the lead bank on the deal that will be used, along with $67 million of cash equity, will be used to fund DLJ Merchant Banking's acquisition of company from H.I.G. Capital.

At close, first-lien leverage will be around mid-3.0 times and total leverage will be around mid-5.0 times.

Total Safety is a Houston-based provider of safety services and products to the industrial, energy and environmental markets.

Denny's trims spread

Denny's lowered pricing on its $260 million term loan and $40 million synthetic letter-of-credit facility to Libor plus 225 bps from original talk at launch of Libor plus 250 bps, according to a market source.

The company's $350 million secured credit facility (Ba2) also includes a $50 million revolver.

Bank of America is the lead bank on the deal that will be used to refinance the company's existing first-lien credit facility and second-lien term loan.

Denny's is a Spartanburg, S.C., full-service, family-style restaurant chain.

CB Richard considering flex

CB Richard Ellis is thinking of reverse flexing pricing on its $1 billion seven-year term loan B to Libor plus 150 bps from Libor plus 175 bps as the deal is oversubscribed; however, a formal announcement on a pricing change has not yet been made, according to a fund manager.

Credit Suisse is the lead bank on the deal.

CB Richard Ellis is also in-market with a $1.2 billion five-year term loan A priced at Libor plus 150 bps.

Financial covenants will include a maximum leverage ratio of 3.75 to 1.00 and a minimum interest coverage ratio of 2.25 to 1.00.

Proceeds from the two term loans will be used to fund the acquisition of Trammell Crow Co. for $49.51 per share of common stock in cash. The transaction is valued at $2.2 billion, including the assumption of Trammell's corporate debt as well as transaction and integration costs.

The acquisition is expected to increase the company's net debt/EBITDA ratio to 2.4 times, with an interest coverage ratio of 6.0 times on a pro forma 2006 basis.

CB Richard Ellis is planning to leave its $600 million revolving credit facility in place but will amend it to allow for the acquisition and will raise pricing to Libor plus 150 bps to reflect the increased debt levels. However, the company does have a commitment for a replacement $600 million revolver as a cautionary measure.

CB Richard Ellis is a Los Angeles-based commercial real estate services firm. Trammell is a Dallas-based provider of commercial real estate services.

BA Energy pulls deal

BA Energy Inc. shelved its credit facility (B1) for the time being as the company opted to postpone its initial public offering until first-quarter 2007 due to current market conditions not being ideal for the transaction, according to a market source.

The new facility is contingent on the IPO and therefore is expected to come back to market when the IPO returns.

The facility consisted of a $450 million term loan B and a C$60 million revolver, with both tranches initially talked at Libor plus 300 to 325 bps and then firming up at the high end of that guidance at Libor plus 325 bps before being cancelled.

TD Securities and Scotia Capital were acting as the lead banks on the deal.

Proceeds were going to be used to fund construction of a low-cost oil sands upgrader.

BA Energy is a Calgary, Alta.-based company involved in the business of upgrading bitumen and heavy oil feedstock into high-quality crude oils.

John Maneely frees to trade

In trading news, John Maneely's credit facility broke, with the $1.285 billion term loan (B3/B+) quoted at par bid, par ¼ offered, according to traders.

The term loan is priced at Libor plus 325 bps, has 101 call protection for one year and was issued with an original issue discount of 993/4. During syndication, the tranche was upsized to $1.3 billion from $1.275 billion and then changed again to $1.285 billion, pricing was flexed up from original talk of Libor plus 275 to 300 bps and the call protection and original issue discount were added.

John Maneely's $1.685 billion credit facility also includes a $400 million asset-based revolver (Ba2/BB) priced at Libor plus 125 bps. During syndication, this tranche was downsized from an original size of $450 million.

Goldman Sachs and JPMorgan are the lead banks on the deal, with Goldman the left lead.

Proceeds from the credit facility will be used to fund the merger of John Maneely with Atlas Tube, Inc.

John Maneely, a Carlyle Group portfolio company, is a Collingswood, N.J., manufacturer of steel pipe and tubular products. Atlas Tube is a Harrow, Ont., manufacturer of structural tube.

Talecris breaks

Also hitting the secondary on Wednesday was Talecris Biotherapeutics, with its $700 million first-lien term loan B (B2/BB-) quoted at par ½ bid, par ¾ offered on the open and then coming in to par 3/8 bid, par 5/8 offered, where it closed the day, according to a trader.

The company's $330 million second-lien term loan (B3/B+) was quoted at par bid, 101 offered, a second trader added.

The first-lien term loan B is priced at Libor plus 350 bps and the second-lien term loan is priced at Libor plus 650 bps.

During syndication, the first-lien term loan B was downsized from a revised size of $1.2 billion and from an original size at launch of $1.05 billion, and pricing on the loan was flexed up from revised guidance of Libor plus 325 bps and original talk at launch of Libor plus 300 bps. The second-lien term loan was added to the capital structure when the first-lien was downsized the second time.

The company's $1.355 billion credit facility also includes a $325 million asset-based revolver that is unrated. Originally, the revolver was launched with a size of $400 million, and then it was heard to be sized at $250 million before being changed again to its current size.

Morgan Stanley and Goldman Sachs are the lead banks on the deal that will be used to fund a dividend payment, to refinance existing debt and to fund an acquisition.

Talecris is a Research Triangle Park, N.C., provider of lifesaving and life-enhancing plasma-derived therapeutic proteins. The company is the former Blood Plasma Business of Bayer AG.

Oshkosh closes

Oshkosh Truck Corp. completed its acquisition of JLG Industries, Inc. for $28 per share in an all cash transaction valued at about $3.2 billion, according to a company news release.

To help fund the transaction, Oshkosh got a new $3.65 billion senior credit facility (Ba3/BB) consisting of a $550 million five-year revolver at Libor plus 175 bps, a $500 million five-year term loan A at Libor plus 175 bps and a $2.6 billion seven-year term loan B at Libor plus 200 bps.

During syndication, the revolver was upsized from $500 million and the term loan A was upsized from $400 million so as to provide additional working capital.

Bank of America and JPMorgan acted as the lead banks on the deal.

Oshkosh Truck is an Oshkosh, Wis., designer, manufacturer and marketer of specialty commercial, fire and emergency and military vehicles and bodies. JLG is a McConnellsburg, Pa., manufacturer of access equipment, including aerial work platforms and telehandlers.

Logan's closes

Bruckmann, Rosser, Sherrill & Co. Inc. and Canyon Capital Advisors LLC completed their acquisition of Logan's Roadhouse Inc. from CBRL Group, Inc., according to a news release.

To help fund the transaction, Logan's got a new $168 million credit facility (Ba3/B) consisting of a $30 million revolver and a $138 million term loan priced at Libor plus 300 bps.

Wachovia acted as the lead bank on the deal.

Logan's is a Nashville, Tenn., full-service restaurant chain.

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