Consolidated Container, Hawker, LodgeNet set talk; American Cellular, Masterplan tweak deals

By Sara Rosenberg

New York, March 6 - Consolidated Container Co., Hawker Beechcraft Corp. and LodgeNet Entertainment Corp. released price talk on their credit facilities as the deals were launched with bank meetings on Tuesday.

In other primary happenings, American Cellular Corp. upsized its funded term loan B, reduced pricing on its funded and delayed-draw term loan tranches and changed some covenants.

Also, Masterplan Inc. shifted some funds between its first- and second-lien term loans, added a step down to its first-lien term loan and changed the first-lien covenant package.

In the secondary, Western Refining Inc. and Seminole Hard Rock Entertainment Inc. both saw their credit facilities free for trading.

Consolidated Container officially kicked off syndication on its $740 million senior secured credit facility, and in conjunction with the launch, price talk on the transaction surfaced, according to a market source.

The $100 million ABL revolver was presented with price talk of Libor plus 150 basis points, the $390 million first-lien term loan (B-) was presented with talk of Libor plus 250 bps and the $250 million second-lien term loan (CCC) was presented with talk of Libor plus 475 to 500 bps, the source said.

The second-lien loan carries call protection of 102 in year one and 101 in year two.

Deutsche Bank, Bank of America and Lehman Brothers are the bookrunners on the deal, with Deutsche and Bank of America the joint lead arrangers and Deutsche the left lead.

Proceeds will be used to refinance existing bank debt, to help fund the purchase of the company's $207 million 10¾% senior secured discount notes due 2009 and $185 million 10 1/8% senior subordinated notes due 2009 and for working capital, acquisitions and other corporate purposes.

Consolidated Container is an Atlanta-based developer, manufacturer and marketer of rigid plastic containers for consumer products and beverage companies.

Hawker price talk

Continuing on the price talk front, Hawker Beechcraft launched all tranches under its $1.85 billion covenant-light credit facility (Ba3/BB-) with price talk of Libor plus 225 to 250 bps, according to a market source.

The facility consists of a $400 million revolver, a $1.2 billion term loan and a $250 million pre-funded synthetic letter-of-credit facility.

Credit Suisse, Goldman Sachs and Lehman are the lead banks on the deal, with Credit Suisse the left lead.

Proceeds from the credit facility, along with $1.2 billion of bonds and sponsor equity, will be used to fund the acquisition of Raytheon Aircraft Services, Ltd., the aviation division of Raytheon Co., by Onex Corp. and GS Capital Partners.

Hawker Beechcraft is a Wichita, Kan., manufacturer of business jet, turboprop, piston-driven and military training aircraft.

LodgeNet guidance

LodgeNet announced opening price talk of Libor plus 225 bps on all tranches under its $450 million senior secured credit facility (Ba3) as this deal was also presented to lenders with a bank meeting during market hours, according to a source.

Tranching on the transaction is comprised of a $50 million revolver, a $75 million funded term loan B and a $325 million delayed-draw term loan B.

Bear Stearns and Credit Suisse are the lead banks on the deal.

Proceeds will be used to help fund the acquisition of Ascent Entertainment Group, Inc., the owner of On Command Corp., from Liberty Media Corp.

LodgeNet is a Sioux Falls, S.D.-based provider of interactive TV and broadband products to hotels. On Command is a Denver-based provider of interactive media services to hotel rooms.

American Cellular upsizes, trims pricing

American Cellular announced a number of changes to its credit facility late Tuesday, including an upsizing of its term loan B, reduced pricing and new step down provisions on its term loan tranches, and covenant modifications, according to a market source.

The funded term loan B is now sized at $900 million, up from $700 million, as the company decided to cancel its $425 million senior notes offering and only tender for 75% of its $900 million 10% senior notes due 2011 as opposed to 100% of the notes, the source said.

In addition, pricing on the funded term loan B, as well as on the $75 million delayed-draw term loan, was reverse flexed to Libor plus 200 bps from original talk of Libor plus 225 bps, the source continued.

And, a step down to Libor plus 175 bps was added to both term loan tranches effective when both Moody's Investors Service and Standard & Poor's upgrade the corporate ratings. Both tranches were previously expected to carry a step down that was leverage-based.

Also, 101 soft call protection for one year was added to both term loans.

Furthermore, the incurrence-based secured leverage test under the term loans was changed to 5.5 times from 4.5 times, the source remarked.

As for the company's $75 million revolver, the only change was to the maintenance secured leverage covenant, which was increased to 5.5 times from 4.5 times.

Pricing on the revolver is unchanged at Libor plus 225 bps.

Recommitments are due from lenders at 5 p.m. ET on Wednesday.

Lehman and Morgan Stanley are the joint lead arrangers on the now $1.05 billion (up from $850 million) senior secured credit facility (Ba2/B-), with Lehman the left lead.

In addition to funding the notes repurchase, proceeds from the facility will also be used to refinance the company's existing senior secured credit facility.

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

Masterplan reworks deal

Masterplan came out with a round of changes to its credit facility on Tuesday afternoon, including moving $10 million out of its second-lien term loan and into its first-lien term loan, putting a step down provision in the first-lien term loan agreement and reworking the covenant package, according to a market source.

The first-lien term loan (B1/B) is now sized at $140 million, up from $130 million, and while pricing was left unchanged at Libor plus 250 bps, the paper now has the ability to step down to Libor plus 225 bps at 4½ times leverage, the source said. Leverage at close will be 6.1 times.

In addition, the first-lien term loan will now have a debt incurrence test covenant and the originally proposed leverage and interest coverage ratios were removed from the agreement, the source continued.

On the flip side, the second-lien term loan is now sized at $32 million, down from $42 million, the source added. This tranche had already been placed with Ares prior to the launch of the first-lien debt.

The company's $192 million credit facility also includes a $20 million revolver (B1/B) that is priced at Libor plus 250 bps. The revolver will have a senior secured leverage covenant but only if it is drawn.

Recommitments from lenders are due at noon on Wednesday.

Bear Stearns is the lead bank on the deal.

Proceeds will be used to help fund Berkshire Partners LLC's acquisition of Masterplan and ReMedPar, Inc. from Three Cities Research and Camden Partners Holdings.

Berkshire is contributing $152.5 million of equity toward the purchase, while rollover and management equity accounts for $17.5 million.

Masterplan is a Chatsworth, Calif., provider of service, maintenance and asset management for medical equipment to hospitals, integrated health systems and patient facilities. ReMedPar is a Goodlettsville, Tenn., provider of sourced and refurbished medical equipment parts.

Hanger changes repricing

Hanger Orthopedic Group Inc. modified its repricing proposal so that lenders are now being asked to take the term loan B spread down to Libor plus 225 bps with a step down to Libor plus 200 bps if corporate credit ratings are upgraded to B2/B, according to a market source.

Current pricing on the term loan B is Libor plus 250 bps. Under the original proposal, lenders were being asked to take pricing down to Libor plus 200 bps.

Citigroup is the lead bank on the deal.

Hanger is a Bethesda, Md., provider of orthotic and prosthetic patient-care services.

Kepler firms pricing

Kepler Holdings Ltd. finalized pricing on its $200 million reinsurance term loan (Ba2/BB) at Libor plus 550 bps, the midpoint of original price talk that was in the Libor plus 500 to 600 bps area, according to a market source.

Goldman Sachs is the lead bank on the deal.

Kepler Holdings is a newly formed company set up to enter into the term loan and to subscribe to the shares of Kaith Re's newly formed, segregated account, Kepler Re.

Emdeon revises repricing

Emdeon Business Services modified its repricing proposal so that lenders are now being asked to approve a spread cut on the revolver and the term loan B to Libor plus 225 bps with a step down to Libor plus 200 bps when leverage is less than or equal to 4.85 times or corporate ratings are upgraded by either Moody's or Standard & Poor's, according to a market source.

Current pricing on the revolver and the term loan B is Libor plus 250 bps.

Under the original proposal, lenders were asked to reduce pricing on the two tranches to Libor plus 200 bps.

The term loan B will have 101 soft call protection for one year, which was the case under the original proposal as well.

Citigroup is the left lead bank on the deal.

Emdeon is a Nashville provider of health care transaction services.

Western Refining frees to trade

Switching to trading news, Western Refining's credit facility hit the secondary market, with the strip of $1.125 billion funded term loan B (B1/BB-) and $275 million delayed-draw term loan B (B1/BB-) debt quoted closing the day at par 5/8 bid, par 7/8 offered, according to a trader.

The paper was seen at par ½ bid, par ¾ offered immediately after the break and traded as high as par ¾ bid, 101 offered, before it settled in at those closing levels, the trader added.

The two term loans are priced at Libor plus 175 bps. The delayed-draw loan has a 75 bps unused fee.

Western Refining's $1.9 billion senior secured credit facility also includes a $500 million revolver.

Bank of America is the lead bank on the deal.

Proceeds will be used to help fund the acquisition of Giant Industries Inc. for $77.00 in cash per share.

Western is an El Paso, Texas, independent refiner and marketer. Giant is a Scottsdale, Ariz., refiner and seller of petroleum products.

Seminole breaks

Seminole's credit facility also freed for trading on Tuesday, with the $540 million funded term loan quoted at par 5/8 bid, par 7/8 offered, according to a market source.

The term loan is priced at Libor plus 150 bps and was used to help fund the recently completed acquisition of The Rank Group plc's Hard Rock business, a rock-music based entertainment brand, for $965 million.

Seminole's $1.235 billion credit facility (Ba1) also includes a $160 million delayed-draw for six months term loan priced at Libor plus 150 bps with a 75 bps unused fee that will be used for capital expenditures, and a $535 million delayed-draw for 45 days term loan priced at Libor plus 150 bps with a 75 bps unused fee that will be available for a potential settlement with the developer.

The $535 million delayed-draw tranche was added to the capital structure during syndication.

Merrill Lynch acted as the lead bank on the deal.

Seminole Hard Rock Entertainment, Inc. is a wholly owned subsidiary of the Seminole Tribe of Florida, a Hollywood, Fla.-based operator of hotels and casinos.

Charter closes

Charter Communications, Inc. closed on portions of its $8.35 billion senior secured credit facility, according to a company news release.

The company completed the $1.5 billion revolver (B1/B+/B) priced at Libor plus 200 bps, the $1.5 billion of new first-lien term loan debt (B1/B+/B) priced at Libor plus 200 bps and the $350 million third-lien term loan (Caa1/NA/B) at CCO Holdings priced at Libor plus 250 bps.

The $5 billion of first-lien term loan debt that will be used to refinance existing bank debt is expected to close in late April. This loan is also priced at Libor plus 200 bps.

Both the first-lien term loan and the third-lien term loan carry 101 soft call protection for one year.

During syndication, the new first-lien term loan was upsized from $1 billion and pricing on the new debt, as well as on the $5 billion of refinancing first-lien term loan debt, was reverse flexed from original talk of Libor plus 225 bps.

In addition, the third-lien term loan was added to the capital structure after the elimination of a $550 million second-lien term loan tranche at Charter Communications Operating that was also expected to price at Libor plus 250 bps with 101 soft call protection.

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

Proceeds will be used to refinance the company's $6.85 billion senior secured credit facility, to redeem up to $100 million notes at Charter Communications Holdings, LLC, $550 million floating-rate notes due 2010 at CCO Holdings, LLC and up to $187 million 8 5/8% senior notes due 2009 at Charter Communications Holdings, LLC, and for general corporate purposes.

Charter is a St. Louis-based broadband communications company.

ON Semiconductor closes

ON Semiconductor Corp. completed the amendment and restatement of its credit facility (Ba1) that reduced pricing on the term loan to Libor plus 175 bps from Libor plus 225 bps and extends the maturity date of the facility by about four years to 2013, according to a company news release.

The amendment and restatement also enhances the company's ability to incur debt and creates a basket for the company to make $300 million or more of restricted payments or investments such as stock repurchases.

In addition, the company prepaid about $24 million of its term loan to bring the balance to $175 million.

ON Semiconductor is a Phoenix-based designer, manufacturer and marketer of power and data management semiconductors and standard semiconductor components.

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