Pinnacle Foods, Dynegy break; Attachmate downsizes again; J.G. Wentworth firms first-lien spread

By Sara Rosenberg

New York, March 30 - Pinnacle Foods Group Inc. and Dynegy Holdings Inc. both freed up for trading on Friday, with Pinnacle's term loan B quoted in the high par's and Dynegy's strip of institutional debt quoted in the low par's.

Over in the primary, Attachmate Corp. reduced the size of its credit facility for a second time and J.G. Wentworth LLC firmed up pricing on its first-lien term loan at the tight end of original guidance.

Pinnacle Foods' credit facility hit the secondary on Friday, with the $1.25 billion covenant-light term loan B quoted at par 5/8 bid, par 7/8 offered, according to a trader.

The term loan B is priced at Libor plus 275 basis points. During syndication, the tranche was upsized from $1.175 billion after the company downsized its senior notes offering.

Pinnacle Foods' $1.375 billion senior secured credit facility (B2/B-) also includes a $125 million revolver priced at Libor plus 275 bps.

The revolver has a total leverage covenant, but only when it is drawn.

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

Proceeds will be used to fund the Blackstone Group's buyout of the company from J.P. Morgan Partners, LLC, J.W. Childs Associates, LP, CDM Group and former bondholders of Aurora Foods Inc. for $2.16 billion in cash.

The actual borrower under the credit facility will be Peak Finance LLC, the affiliate of the Blackstone Group that is being merged into Pinnacle.

Pinnacle Foods is a Cherry Hill, N.J., manufacturer, marketer and distributor of branded food products.

Dynegy frees to trade

Another name to break for trading on Friday was Dynegy, with its strip of synthetic letter-of-credit facility and term loan B debt quoted at par bid, par ¼ offered, according to a trader.

The $400 million synthetic letter-of-credit facility due April 2013 and the $70 million term loan B are both priced at Libor plus 150 bps. During syndication, the synthetic letter-of-credit facility was downsized from $500 million and pricing was flexed from original talk at launch of Libor plus 175 bps, and the term loan B tranche was added to the capital structure.

Dynegy's $1.32 billion senior secured credit facility (Ba1/BB-/BB) also includes an $850 million revolver due April 2012 priced at Libor plus 150 bps. During syndication, the revolver was upsized from $750 million.

Proceeds from the term loan B will be used to repay a note, while proceeds from the rest of the facility will be used to refinance the company's existing $470 million revolver and $200 million term letter-of-credit facility, for general corporate purposes and to support activities of certain subsidiaries.

Dynegy is a Houston-based electric company.

Attachmate downsizes some more

Attachmate decreased the size of its credit facility by another $70 million, according to a syndicate document.

With the changes, the six-year first-lien term loan B (B1/B) is now sized at $380 million, down from a most recent size of $430 million and from an original size of $480 million, and the 61/2-year second-lien term loan (Caa2/CCC+) is now sized at $235 million, down from a most recent size of $255 million and from an original size of $275 million, the document said.

Price talk on the first-lien term loan was left at Libor plus 275 bps, and price talk on the second-lien term loan was left at Libor plus 625 bps.

Attachmate's now $635 million (down most recently from $705 million and from $775 million originally) credit facility also includes a $20 million revolver (B1/B) talked at Libor plus 275 bps.

Credit Suisse and UBS are the lead banks on the deal, with Credit Suisse the left lead.

Proceeds will be used to fund a dividend and to refinance existing debt.

Attachmate is a Seattle-based provider of access and integration software for legacy systems.

J.G. Wentworth sets first-lien pricing

J.G. Wentworth finalized pricing on its $325 million first-lien term loan (B2/B) at Libor plus 225 bps, the low end of original guidance of Libor plus 225 bps to 250 bps, according to a market source.

The company's $450 million credit facility also includes a $125 million second-lien term loan (Caa1/B-) that is priced at Libor plus 500 bps. During syndication, this tranche was upsized from $100 million and pricing was reverse flexed from original talk at launch of Libor plus 525 bps to 550 bps.

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

Deutsche Bank, Bear Stearns and Goldman Sachs are the lead banks on the deal, with Deutsche the left lead.

Proceeds will be used to repay the company's second-lien term loan and to pay a dividend.

J.G. Wentworth is a Bryn Mawr, Pa., company that provides services to individuals who need to access the capital markets by exchanging some or all of their structured settlement or annuity for immediate cash payment.

Sun Healthcare flexes

Sun Healthcare Group Inc. lowered pricing on its entire credit facility to Libor plus 200 bps from original talk at launch of Libor plus 225 bps, according to a syndicate document.

Tranching on the facility is comprised of a $50 million six-year revolver, a $40 million seven-year synthetic letter-of-credit facility, a $55 million delayed-draw seven-year term loan and a $290 million seven-year term loan B.

The revolver carries a 50 bps commitment fee.

Credit Suisse, CIBC and UBS are the lead banks on the $435 million senior secured credit facility (Ba2/B), which will be used to help fund the acquisition of Harborside Healthcare Corp., a nursing and long-term care company, from Investcorp for about $350 million in cash plus the refinancing or assumption of about $275 million in debt.

Sun Healthcare is an Irvine, Calif., operator of long-term and post-acute care facilities and a provider of therapy, medical staffing, home care and hospice services.

Diamond Resorts price talk

Diamond Resorts LLC came out with price talk of Libor plus 350 bps on its $25 million revolver and $250 million five-year first-lien term loan B, and Libor plus 750 bps on its $140 million six-year second-lien term loan, according to a syndicate document.

According to filings with the Securities and Exchange Commission, pricing on the revolver and the first-lien term loan were expected at Libor plus 350 bps if the borrower is unrated, Libor plus 325 bps if B2/B corporate credit ratings are obtained and Libor plus 300 bps if B1/B+ corporate credit ratings are obtained.

The filings also said that pricing on the second-lien term loan was expected at Libor plus 750 bps if the borrower is unrated, Libor plus 725 bps if B2/B corporate credit ratings are obtained and Libor plus 700 bps if B1/B+ corporate credit ratings are obtained.

The revolver has a 50 bps commitment fee.

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

Credit Suisse is the lead bank on the $415 million senior secured credit facility, which was launched with a bank meeting on Thursday.

Proceeds will be used to fund the acquisition of Sunterra Corp. for $16.00 per share in cash through a tender offer. The total value of the transaction is about $700 million, including $375 million of existing Sunterra debt.

Diamond Resorts is a Las Vegas-based developer, manager, marker and seller of vacation ownership properties.

LodgeNet ups spread

LodgeNet Entertainments Corp. revised pricing on its term loan B for a second time, with this latest change involving a flex up in spread and the addition of a step down, according to a market source.

The $625 million seven-year term loan B is now priced at Libor plus 200 bps, up 25 bps from most recent pricing of Libor plus 175 bps, but down 25 bps from original talk at launch of Libor plus 225 bps.

In addition, pricing on the term loan B can now step down to Libor plus 175 bps at 3.25 times total leverage, the source remarked.

Of the total term loan B amount, $400 million will be funded and $225 million will be delayed-draw with funding expected on or before April 27.

Originally, the term loan B totaled $400 million, of which $75 million was to be funded and $325 million was to be delayed-draw. However, during syndication, the tranche was upsized and the amount of funded and delayed-draw debt was revised.

The original $400 million of term loan B debt is going to be used to help fund the acquisition of Ascent Entertainment Group, Inc., the owner of On Command Corp., from Liberty Media Corp. The change in the amount of the funded versus delayed-draw came about because this acquisition received early termination of Hart-Scott-Rodino, so the company was able to accelerate timing on the transaction making it unnecessary to have a delayed-draw piece for the financing.

The $225 million of delayed-draw term loan B debt that was added to the capital structure will be used to fund a recently announced offer to purchase all of the company's outstanding $200 million 9½% senior subordinated notes due 2013 that mature on April 23.

LodgeNet's $675 million senior secured credit facility (Ba3/B+) also includes a $50 million six-year revolver that is priced at Libor plus 225 bps. No changes have been made to the revolver throughout the syndication process.

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

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.

Petco revises repricing

Petco Animal Supplies Inc. is now looking to reprice its term loan B to Libor plus 225 bps as opposed to Libor plus 200 bps, according to a syndicate document.

Credit Suisse is the lead bank on the transaction.

Petco is a San Diego-based specialty retailer of premium pet food, supplies and services.

Ply Gem ups pricing, adds call

Ply Gem Industries Inc. increased pricing on its first-lien term loans, added a step up to the tranches and added 101 soft call protection for one year, according to a market source.

The $663.7 million U.S. first-lien term loan due Aug. 15, 2011 and $24.8 million Canadian first-lien term loan due Aug. 15, 2011 are now priced at Libor plus 275 bps with a step up to Libor plus 300 bps if leverage goes above a certain threshold, compared with initial price talk at launch of Libor plus 250 bps, the source said.

In addition, a maintenance covenant was added to the deal.

The company's $768.5 million amended and restated senior secured credit facility (B1/B+) also includes an $80 million revolver due Feb. 12, 2009 that is priced at Libor plus 300 bps.

UBS is the lead bank on the deal.

Proceeds will be used to replace the existing $70 million revolver due Feb. 12, 2009, to replace the existing $558.72 first-lien term loans due Aug. 15, 2011 and to repay the existing $105 million second-lien term loan.

Ply Gem is a Kearney, Mo., manufacturer and marketer of products for use in the residential new construction, do-it-yourself and professional renovation markets.

Direct General closes

Direct General Corp. closed on its new $95 million credit facility on Friday, consisting of a $75 million term loan priced at Libor plus 300 bps and a $20 million revolver priced at Libor plus 275 bps, according to a market source.

Bear Stearns acted as the lead bank on the deal that was syndicated through a club execution. No bank meeting for the transaction was held.

Wells Fargo signed on to the deal as syndication agent and Fifth Third Bank and First Tennessee Bank signed on as co-documentation agents.

Proceeds were used to help fund the acquisition of the company by Elara Holdings Inc., an affiliate of Fremont Partners and Texas Pacific Group.

Direct General is a Nashville, Tenn., insurance holding company.

Ashmore closes

Ashmore Energy International closed on its $1.5 billion credit facility (Ba3/B+/BB), according to a company news release.

The facility consists of a $395 million five-year revolver, a $105 million synthetic revolver and a $1 billion seven-year term loan B, with all three tranches priced at Libor plus 300 bps.

During syndication, pricing on the tranches was flexed up from Libor plus 275 bps and the synthetic revolver was carved out of the five-year revolver.

Proceeds were used to refinance the company's senior and bridge loans, to improve duration, to provide the company with cost-effective liquidity for growth projects and for general corporate purposes.

Credit Suisse and JPMorgan acted as the lead banks on the deal.

Ashmore is a Houston-based natural gas, power distribution and power generation company.

Sabre closes

Silver Lake Partners and Texas Pacific Group completed its leveraged buyout of Sabre Holdings Corp. for $32.75 per share in cash, according to a news release.

To help fund the buyout, Sabre got a new $3.515 billion senior secured credit facility (B1/B+) consisting of a $3.015 billion 71/2-year first-lien term loan B priced at Libor plus 225 bps with a step down to Libor plus 200 bps when secured leverage is less than 4.0 times and a $500 million six-year revolver priced at Libor plus 225 bps.

During syndication, the term loan B was upsized from $2.715 billion as a $300 million second-lien term loan (B3/B-) was eliminated from the capital structure and the pricing step down was added.

The second-lien term loan that was removed from the deal was being talked at Libor plus 500 bps with call protection of 102 in year one and 101 in year two.

Deutsche Bank, Merrill Lynch, Goldman Sachs and Morgan Stanley acted as the lead banks on the deal, with Deutsche the left lead.

Sabre is a Southlake, Texas, retailer of travel products and provider of distribution and technology services for the travel industry.

Exco closes

Exco Partners Operating Partnership, LP closed on its $1.3 billion revolving credit facility that is priced at Libor plus 150 bps, according to a news release.

During syndication, the company eliminated plans for a $350 million term loan B and instead upsized its revolver from $1 billion.

JPMorgan acted as the lead bank on the deal.

Proceeds were used to repay the company's borrowings of about $673.5 million under its existing revolver and $650 million under its second-lien term loan and to help fund the acquisition of oil and natural gas assets in the Vernon and Ansley fields in North Louisiana from Anadarko Petroleum Corp.

Exco is Dallas-based independent energy company.

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