Baker tweaks deal; Kinder shifts funds; Jason firms pricing; Riviera sets talk; UBS wins portfolio

By Sara Rosenberg

New York, May 2 - Baker Tanks Inc. made some new changes to its bank deal, including adding a new delayed-draw term loan tranche and downsizing and adding an accordion feature to its revolver, Kinder Morgan Inc. moved some funds out of its term loan A and into its term loan B, and Jason Inc. firmed up pricing on its credit facility.

In other primary news, Riviera Holdings Corp. came out with price talk on its credit facility as the deal was launched with a bank meeting on Wednesday.

Over in the secondary market, UBS emerged as the winner for a $112 million portfolio of par names that was auctioned off, and Graphic Packaging Corp. and Novelis Inc. both freed up for trading.

Also in the secondary, NRG Energy Inc.'s institutional bank debt slid lower on news of a repricing and a large paydown, Cablevision Systems Corp.'s term loan dipped as a buyout agreement with the Dolan Family Group was finally reached and Blockbuster Inc.'s bank debt shuffled around with the emergence of refinancing plans.

Baker Tanks came out with a second round of modifications to its bank deal, this time adding a $15 million delayed-draw term loan B tranche to the capital structure, reducing the size of the revolver add-on and adding an accordion feature to the revolver, according to a market source.

The delayed-draw term loan B will be available for one year for capital expenditures and will carry a 100 basis point undrawn fee, the source said. Once funded, pricing on the delayed-draw term loan will be Libor plus 225 bps with a step down to Libor plus 200 bps upon the earlier of an upgrade from Moody's Investors Service or at less than 4.5 times total leverage. This step down cannot occur within 12 months of close.

As for the revolver add-on, that was downsized to $20 million from $25 million, with pricing remaining unchanged at Libor plus 225 bps, the source remarked.

Furthermore, a $15 million accordion feature was added to the revolver, the source added.

Baker Tanks' now $235 million (up from a most recent size of $220 million and an original size of $200 million) incremental bank deal also includes a $200 million funded term loan B add-on that is priced at Libor plus 225 bps with a step down to Libor plus 200 bps upon the earlier of an upgrade from Moody's Investors Service or at less than 4.5 times total leverage. This step down cannot occur within 12 months of close.

Last week, this funded term loan B was upsized from $175 million and the pricing step down was added.

The changes to the term loan B had been made as a result of the company announcing a very strong March performance that had last-12-month EBITDA up from the loan marketing materials and because the deal was oversubscribed.

Goldman Sachs and CIBC are the lead banks on the deal, which will be used for a dividend recapitalization, with Goldman the left lead.

Baker Tanks is a Seal Beach, Calif., liquid and solid containment equipment rental and leasing company.

Kinder moves funds

Kinder Morgan moved $1 billion out of its term loan A and into its term loan B, according to a market source.

The seven-year term loan B is now sized at $3.3 billion, up from $2.3 billion, and the 61/2-year term loan A is now sized at $1 billion, down from $2 billion, the source said.

The term loan B is priced at Libor plus 150 bps with a step down to Libor plus 137.5 bps when leverage falls below 5.5 times, and the term loan A is priced at Libor plus 162.5 bps.

Earlier on in syndication, pricing on the term loan B firmed up at the tight end of original guidance of Libor plus 150 bps to 175 bps and the step down was added.

Kinder Morgan's $7.3 billion credit facility (Ba2/NA/BB) also includes a $1 billion six-year revolver that is priced at Libor plus 162.5 bps and a $2 billion three-year asset-sale bridge term loan C that is priced at Libor plus 137.5 bps.

Citigroup, Goldman Sachs, Deutsche Bank, Wachovia and Merrill Lynch are the lead banks on the deal.

Proceeds will be used to help fund the company's public-to-private buyout by management and equity investors.

Under the acquisition, chairman and chief executive officer Richard D. Kinder and other members of management, including co-founder Bill Morgan, current board members Fayez Sarofim and Mike Morgan, and investment partners Goldman Sachs Capital Partners, American International Group, Inc., the Carlyle Group and Riverstone Holdings LLC will acquire all of the outstanding common stock of Kinder Morgan for $107.50 per share in cash.

All in all, the transaction is valued at about $22 billion, including the assumption of about $7 billion of debt.

Kinder Morgan is a Houston-based energy infrastructure provider.

Jason firms spreads

Jason firmed up pricing on both tranches under its $260 million credit facility at Libor plus 275 bps, the tight end of original talk of Libor plus 275 bps to 300 bps, according to a market source.

Tranching on the facility is comprised of a $40 million revolver and a $220 million term loan.

General Electric Capital Corp. is the lead bank on the deal, which will be used to refinance the company's existing first- and second-lien loans, subordinated debt and preferred equity not held by the sponsor or management.

Jason is a Milwaukee-based diversified manufacturing company. The company's motor vehicle businesses manufacture nonwoven fiber insulation for the automotive industry and seating products for motorcycles, boats and off-road mobile equipment. Its industrial businesses manufacture finishing products for industrial applications and precision components for original equipment manufacturers.

Riviera guidance surfaces

Riviera Holdings held a bank meeting on Wednesday to kick off syndication on its new credit facility, and in connection with the launch, price talk on the deal emerged, according to a market source.

The $225 million seven-year term loan was presented to lenders with opening price talk of Libor plus 225 bps, the source said.

Riviera's $245 million senior secured credit facility also includes a $20 million five-year revolver.

Wachovia is the lead bank on the "best efforts" deal.

Proceeds will be used to refinance the company's $215 million 11% senior secured notes due June 15, 2010.

Riviera is a Las Vegas-based owner and operator of the Riviera Hotel and Casino on the Las Vegas Strip and the Riviera Black Hawk Casino in Black Hawk, Colo.

Oreck lifts price talk

Oreck Corp. increased the price talk on its in market first- and second-lien term loans, according to a market source.

With the change, the $130 million first-lien term loan (B1/B-) is now being talked in the Libor plus 325 bps to 350 bps area, up from original price talk at launch of Libor plus 275 bps, the source said.

The $50 million second-lien term loan (Caa1/CCC) is now being talked in the Libor plus 700 bps area, up from original talk at launch of Libor plus 550 bps, the source added.

Oreck's $200 million credit facility also includes a $20 million revolver (B1/B-).

Goldman Sachs is the lead bank on the deal, which will be used to refinance existing debt.

Oreck is a New Orleans-based vacuum maker.

Allied Holdings adds second-lien

Allied Holdings, Inc. added a $50 million second-lien term loan tranche to its senior secured debtor-in-possession financing facility that is convertible into an exit facility, downsized its first-lien term loan B by $50 million and increased pricing on its first-lien institutional debt, according to a market source.

The new $50 million second-lien term loan is being talked at Libor plus 750 bps and will have call protection, although exact premium terms are still to be determined, the source said.

Meanwhile, the first-lien term loan B is now sized at $180 million, down from $230 million, and pricing was flexed up to Libor plus 400 bps from original talk at launch of Libor plus 350 bps, the source continued.

Of the total first-lien term loan B amount, $25 million will be delayed-draw. This unfunded first-lien term loan debt will carry a 175 bps unused fee and will be available for general corporate purposes.

Also on the list of deal changes was an increase in pricing on the $50 million synthetic letter-of-credit facility to Libor plus 400 bps from original talk of Libor plus 350 bps, the source remarked.

The company's $315 million DIP also includes a $35 million first-out revolver that is priced at Libor plus 200 bps.

Recommitments from lenders are due by the end of this week.

Goldman Sachs is the lead bank on the deal, which will be used to refinance the company's existing DIP.

Allied Holdings is a Decatur, Ga., distributor of new and used vehicles.

UBS wins auction

In secondary happenings, UBS won an auction for a $112 million portfolio that was comprised of par names, according to a market source.

The cover bid was 100.623.

Under the portfolio, the average coupon is roughly Libor plus 200 bps and the weighted average rating is roughly B1, the source added.

Graphic Packaging breaks

Graphic Packaging's credit facility freed up for trading on Wednesday, with the $1 billion term loan quoted at par 5/8 bid, 101 offered, according to a trader.

The term loan is priced at Libor plus 200 bps.

Graphic Packaging's credit facility (NA/NA/BB-) also includes a $300 million-plus revolver.

JPMorgan is the lead bank on the deal, which will be used to refinance the company's existing credit facility.

Graphic Packaging is a Marietta, Ga., maker of cartons for beverages, food and household products.

Novelis frees to trade

Also hitting the secondary on Wednesday was Novelis' $150 million term B add-on, with levels quoted at par bid, par ½ offered, according to a trader.

The add-on is priced at Libor plus 225 bps, in line with existing term loan B pricing.

Citigroup is the arranger on the deal, which is being used to repay borrowings under the company's revolving credit facility.

Novelis is an Atlanta-based producer of aluminum sheet and light gauge products for the construction and industrial, beverage and food cans, foil products and transportation markets.

NRG drops on repricing

NRG Energy's term loan B and synthetic letter-of-credit facility headed lower in trading as the company announced plans to reprice the debt lower and to repay a large chunk of the term loan B in the fourth quarter, according to a trader.

The term loan B and the synthetic letter-of-credit facility, which trade separately, were both quoted at par ¼ bid, par ½ offered, down from previous levels of par 7/8 bid, 101 1/8 offered, the trader said.

On Wednesday, the company revealed that it will meet with lenders on Friday to discuss, among other things, repricing its term loan B and synthetic letter-of-credit facility to Libor plus 175 bps from Libor plus 200 bps.

In addition, the company said that it will repay $1 billion of its term loan B debt using proceeds from a new $1 billion delayed-draw senior secured term loan B that will be obtained at a newly created holding company and it will reduce its synthetic letter-of-credit facility to $1.3 billion from $1.5 billion.

The holdco delayed-draw term loan B will not be funded until regulatory approvals are received, which is expected in the fourth quarter.

At the Friday meeting, investors will be asked to commit simultaneously to a strip of the new holdco delayed-draw term loan B with the repriced opco facility.

Pricing on this holdco delayed-draw term loan B is expected to end up in the area of Libor plus 200 bps to 225 bps.

Credit Suisse and Citigroup are the lead banks on the holdco term loan.

NRG is a Princeton, N.J.-based wholesale power generation company.

Cablevision softens on buyout news

Cablevision's term loan B was a touch weaker on Wednesday as, after rejecting a number of bids, the company finally entered into a definitive merger agreement with the Dolan Family Group, according to a trader.

The term loan B ended the day at par bid, par 3/8 offered, down from previous levels of par 1/8 bid, par ½ offered, the trader said.

"It had been somewhat priced in since Dolan has been trying to buy them for a while. Eventually, they were going to find a way to make it work," the trader added.

Under the buyout agreement, Dolan will purchase all outstanding shares of Cablevision that it does not already own for $36.26 per share in cash. The deal implies a total enterprise value of approximately $22 billion.

Merrill Lynch, Bear Stearns and Bank of America are the lead banks on the roughly $15.5 billion in debt financing that will be used to fund the transaction and to refinance certain bank debt of Cablevision.

The transaction is conditioned on a "majority of the minority" voting provision, which requires approval by holders of a majority of Cablevision's outstanding class A shares not held by the Dolan Family Group or Cablevision's directors and executive officers.

The transaction is also subject to certain regulatory approvals, the receipt of funds pursuant to already committed financing and other customary closing conditions.

Cablevision is a Bethpage, N.Y., media, entertainment and telecommunications company.

Blockbuster active on refinancing

Blockbuster's bank debt headed closer to par during market hours as the company revealed plans to come to market sometime in the second quarter with a new credit facility, according to a trader.

The company's term loan ended the day at par ½ bid, 101 offered, down from prior levels of par ¾ bid, 101¼ offered, and its revolver ended the day at 99 bid, par offered, up from prior levels of 98¼ bid, 99¼ offered, the trader said.

The company expects that the proposed refinancing deal will provide greater flexibility, provide a reduction in pricing and better reflect the shape of the company now as opposed to how it was when it was struggling in 2005.

During the first quarter of 2007, the company prepaid roughly $60 million of its term loan debt using excess cash flow and asset sale proceeds.

Since November 2005, the company has paid down approximately $500 million in debt as a result of improved cash flow, proceeds from its 2005 convertible preferred offering and proceeds from its pending sale of U.K.-based Gamestation to the Game Group plc.

Blockbuster is a Dallas-based provider of in-home movie and game entertainment.

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