Laidlaw, American Safety Razor, Oriental Trading float talk; Aspect Software breaks

By Sara Rosenberg

New York, July 7 - Laidlaw International Inc. American Safety Razor Co. and Oriental Trading Co. came out with price talk on their new deals as all three transactions are getting ready to launch into syndication early in the week of July 10.

Switching to secondary happenings, Aspect Software Inc.'s credit facility freed for trading, with the first-lien term loan B quoted atop par.

Laidlaw released price talk on its proposed $500 million term loan B (Ba2) as the deal is gearing up for its Monday bank meeting, according to a market source.

The term loan B is expected to be launched with an opening spread set at Libor plus 175 basis points, the source said.

Citigroup and UBS are the lead banks on the loan that will be used to repurchase $500 million of common stock, with about $400 million of stock expected to be purchased in a modified Dutch auction tender offer and about $100 million of stock expected to be purchased through open-market transactions.

With the new debt, leverage will be about 1.7x EBITDA.

Laidlaw is a Naperville, Ill., provider of transportation services.

American Safety Razor price talk

American Safety Razor price talk started floating around the marketplace as the $435 million credit facility is nearing its official kick off into syndication through a scheduled Tuesday bank meeting, according to a buyside source.

The $35 million six-year revolver and the $225 million seven-year first-lien term loan B are both expected to launch with price talk set at Libor plus 250 to 275 basis points, and the $175 million 71/2-year second-lien term loan is expected to launch with price talk set at Libor plus 600 basis points, the buyside source said.

UBS is the lead bank on the deal.

Proceeds from the facility, along with $35 million in holding company mezzanine debt, will be used to help fund the leveraged buyout of American Safety Razor by Lion Capital LLP from J.W. Childs Associates, LP in a transaction valued at $625 million.

The LBO is expected to be completed in late-July.

American Safety Razor is a Cedar Knolls, N.J., manufacturer of private label wet shaving razors and blades and industrial, specialty and medical blades.

Oriental Trading spread guidance

Oriental Trading also came out with opening price talk on its credit facility as it is preparing to launch into syndication with a bank meeting on Monday, according to a market source.

The $50 million revolver and the $410 million first-lien term loan B are both expected to launch with price talk of Libor plus 200 basis points, and the $180 million second-lien term loan is expected to launch with price talk of Libor plus 500 basis points, the source said.

JPMorgan and Wachovia are the lead banks on the $640 million deal.

Proceeds from the new credit facility, along with proceeds from some holding company pay-in-kind paper that will be placed by Wachovia, will be used to help fund The Carlyle Group's leveraged buyout of Oriental Trading from Brentwood Associates.

The transaction is expected to close in the third quarter.

Oriental Trading is an Omaha, Neb., direct marketer of party and school supplies.

Westland pulls deal

Westland Holdings (Rhodes Homes) pulled its $242.5 million credit facility from the market as the acquisition that the facility was going to be used for has come under some uncertainty due to a higher competitive bid, according to a market source.

Rhodes Homes was going to use the facility to fund the acquisition of Westland Development Co. - a company that owns 55,000 acres in New Mexico -and fund property development. Rhodes was offering to pay $305 in cash per share of issued and outstanding Westland common stock, to fund to the Atrisco Heritage Foundation payments of $1 million per year for 100 years and to pay 100% of any royalty income from the two existing leases plus 50% of future oil and gas royalties received by Westland after the merger.

However, in late-June, SunCal Cos. approached Westland with an acquisition agreement that would entail paying $315 per share, furnishing at closing $2 million of the $1 million annual payments to be made to the Atrisco Heritage Foundation and creating a New Mexico limited liability company to be named Atrisco Oil & Gas LLC into which Westland would assign 100% of all rents, royalties and other benefits and 50% of Westland's existing mineral rights.

The SunCal offer had been deemed a superior proposal and Rhodes was given until July 17 to respond. As the deadline is nearing and no counter offer from Rhodes has yet emerged, the decision was made to pull the credit facility.

The credit facility that was being led by Credit Suisse consisted of a $192.5 million 51/2-year first-lien term loan B (B1) at Libor plus 325 basis points and a $50 million 61/2-year second-lien term loan (B2) at Libor plus 700 basis points with call protection of 103 in year one, 102 in year two and 101 in year three.

Originally, the credit facility was sized at $225 million consisting of a $175 million first-lien term loan B and a $50 million 61/2-year second-lien term loan, but during syndication the first-lien term loan B was upsized in connection with an increase in the Rhodes purchase price from an initially proposed $266.23 price per share to the later proposed $305 per share.

Aspect frees to trade

Switching to trading, Aspect Software's credit facility hit the secondary on Friday, with the $725 million five-year first-lien term loan B (B2/B+) quoted at par 1/8 bid, par 5/8 offered, according to a trader.

The first-lien term loan B is priced with an interest rate of Libor plus 300 basis points and contains 101 call protection for one year. During syndication, pricing on this tranche was flexed up from original talk of Libor plus 250 basis points with the addition of the call premium.

Aspect's $1.16 billion credit facility also contains a $50 million revolver (B2/B+) with an interest ate of Libor plus 300 basis points and a $385 million six-year second-lien term loan (Caa1/CCC+) with an interest rate of Libor plus 700 basis points.

The second-lien term loan was offered at an original issue discount of 99½ and carries call protection of 102 in year one and 101 in year two.

During syndication, pricing on the second-lien term loan was flexed up from original talk of Libor plus 600 basis points with the addition of the original issue discount, and pricing on the revolver was flexed up from original talk of Libor plus 250 basis points.

JPMorgan and Deutsche Bank are the lead banks on the deal that is being used to refinance existing bank debt and to fund a dividend payment, with JPMorgan the left lead.

Aspect Software is a Westford, Mass., provider of call center software and equipment.

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