Manitowoc OID emerges; Fiserv tweaks deal; HealthPort, Turner float talk; Cablevision up; GM, Ford dip

By Sara Rosenberg

New York, July 31 - Manitowoc Co. Inc. revealed original issue discount talk on its term loan B on Thursday as the company's credit facility was launched to retail investors during market hours.

In other primary news, Fiserv Insurance Solutions Inc. increased pricing and the original issue discount on its term loan, and HealthPort Inc. and Turner Bros. came out with price talk on their credit facilities that are set to launch to investors next week.

Over in trading happenings, Cablevision Systems Corp.'s term loan was stronger as earnings were announced, and General Motors Corp. and Ford Motor Co. both saw their term loans slide on news of a ratings downgrade.

Manitowoc held a bank meeting on Thursday to officially kick off the retail syndication of its proposed $2.925 billion credit facility (Ba2/BB+), and in connection with the launch, guidance on the original issue discount on the term loan B was announced, according to a market source.

The $1.325 billion six-year term loan B is being offered to investors at an original issue discount of 98, the source said.

As was previously reported, the spread on the term loan B is being talked at Libor plus 350 basis points and there is a 3% Libor floor.

Manitowoc's credit facility also includes a $400 million five-year revolver, a $900 million five-year term loan A and a $300 million 18-month term loan X, with all of these tranches being talked at Libor plus 325 bps.

Upfront fees on the revolver, term loan A and term loan X are based on commitment level, the source added.

Official price talk on the deal is different than what the company had originally outlined in filings with the Securities and Exchange Commission. According to those filings, all the tranches were expected to carry initial pricing of Libor plus 300 bps.

JPMorgan, Deutsche Bank, Morgan Stanley and BNP Paribas are the joint lead arrangers and joint bookrunners on the deal, with JPMorgan the administrative agent, Deutsche and Morgan Stanley the syndication agents, and BNP the documentation agent.

Proceeds will be used to help fund the acquisition of Enodis plc for 328 pence per Enodis share, resulting in a transaction valued at about $2.7 billion, including the assumption of Enodis' net debt, which was about $249 million/£125 million as of March 29.

In April, Manitowoc agreed to buy Enodis for 258 pence per share, but then in early May, Illinois Tool Works Inc. offered to buy the company for 280 pence in cash per share, plus a 2 pence per share dividend. Following the first Illinois Tool Works offer, Manitowoc increased its bid to 294 pence per share, plus a 2 pence per share dividend, and then the offer was increased again during an auction process.

As a result of Manitowoc increasing its purchase price for Enodis, the term loan B has already been upsized twice, first moving to $1.075 billion from $800 million, and then to $1.325 billion from $1.075 billion.

The transaction is expected to close in the fourth quarter and it will be structured as a court-sanctioned scheme of arrangement under the laws of the United Kingdom.

Manitowoc is a Manitowoc, Wis.-based provider of lifting equipment for the construction industry, manufacturer of cold-side equipment for the foodservice industry, and provider of shipbuilding, ship repair and conversion services. Enodis is a Tampa, Fla.-based food and beverage equipment manufacturer.

Fiserv Insurance revises pricing

Fiserv Insurance Solutions came out with changes to its credit facility that included raising the spread and the original issue discount on its term loan, according to a market source.

The $335 million six-year term loan is now talked at Libor plus 450 bps, up from initial talk at launch of Libor plus 350 bps, and the original issue discount widened to 98 from initial guidance of 981/2, the source said.

As before, the term loan carries a 3.25% Libor floor.

Fiserv Insurance Solutions' $385 million credit facility also includes a $50 million five-year revolver.

Credit Suisse is the lead bank on the deal that will be used to help back Stone Point Capital LLC's acquisition of a 51% interest in the company, the completion of which was announced on July 15.

The acquisition was initially funded through about $205 million in equity and $335 million in bridge financing out of one of Stone Point's private equity funds.

Stone Point purchased the majority interest in Fiserv Inc.'s insurance business through its private equity fund Trident IV.

Fiserv received about $510 million in net after-tax proceeds and retains a 49% equity interest in the business.

Fiserv Insurance Solutions is a Cedar Rapids, Iowa, provider of insurance technology, professional services and outsourcing services.

HealthPort talk surfaces

HealthPort released price talk on its proposed $150 million five-year credit facility as the deal is gearing up for its Tuesday bank meeting, according to a market source.

Both the $20 million revolver and the $130 million term loan will be launched to investors with talk of Libor plus 500 bps, the source said.

In addition, both tranches will carry a 3% Libor floor and be offered at an original issue discount of 98, the source continued.

GE Capital and NewStar are the lead banks on the deal that will be used to fund an acquisition.

Other financing will come from $75 million of mezzanine debt that the company/sponsor, which is Abry Partners LLC, is arranging.

HealthPort is an Alpharetta, Ga., provider of health care information technology systems for physician practices, hospitals and community health centers.

Turner price talk

Turner Bros. also revealed price talk on its proposed credit facility as this deal is getting ready to launch to investors with a bank meeting on Wednesday, according to a market source.

Both the $15 million revolver and the $73 million term loan are being talked at Libor plus 475 bps and both will offered to lenders at an original issue discount of 98, the source said.

There is no Libor floor on the deal, the source added.

GE Capital is the lead bank on the $88 million six-year facility that will be used to fund Huntsman Gay Capital Partners' purchase of the company from Saw Mill Capital.

Other buyout financing will come from $52 million of mezzanine debt that is being placed by the company/sponsor.

Turner Bros. is a provider of industrial plant maintenance services using its fleet of cranes and specialized transportation equipment.

Cablevision rises on results

Switching to the secondary market, Cablevision's term loan gained some ground during the trading session as the company came out with better-than-expected second-quarter numbers, according to traders.

The term loan traded as high as 95½ bid, 95 5/8 offered before settling in at 95 1/8 bid, 95 3/8 offered, one trader said, adding that the loan was up about an eighth on a day-over-day basis.

A second trader said that the term loan was quoted at 95 bid, 95½ offered, up from levels of 94¾ bid, 95¼ offered on Wednesday.

For the quarter, Cablevision said that its consolidated net revenue was $1.712 billion, up 9.2% from $1.568 billion in the second quarter of 2007, reflecting solid revenue growth in Telecommunications Services, Rainbow and Madison Square Garden.

Consolidated adjusted operating cash flow (AOCF) was $602.6 million, up 18.5% from $508.5 million last year.

Consolidated operating income for the quarter was $299.3 million, up 43.6% from $208.4 million in the prior year period.

And, net income was $98.339 million, or $0.33 per diluted share, versus net income of $317.4 million, or $1.08 per diluted share, last year.

"Cablevision enjoyed an excellent second quarter with solid increases in net revenue and AOCF, driven by continuing growth in all of our key businesses," said James L. Dolan, president and chief executive officer, in a news release.

"Subscriber increases across all of our consumer services, including basic video, continued to fuel our success in cable and ensured our industry-leading penetration rates for yet another quarter. Rainbow achieved double-digit revenue and AOCF growth for the quarter due primarily to a significant increase in advertising revenue, while MSG generated strong revenue growth of its own," Dolan added in the release.

For the six months ended June 30, the company reported consolidated net revenue of $3.433 billion, compared to $3.131 billion last year.

Consolidated adjusted operating cash flow for the six months was $$1.119 billion, up from $982.2 million last year.

Consolidated operating income for the six-month period was $544.8 million, compared to $378.7 million in the prior-year period.

And, net income for the first half of the year was $66.7 million, or $0.23 per diluted share, compared to $291.2 million, or $0.99 per diluted share, last year.

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

GM, Ford fall with downgrade

General Motors and Ford saw term loan levels weaken in trading as Standard & Poor's downgraded the ratings of both companies, according to a trader.

General Motors, a Detroit-based automotive company, saw its term loan quoted at 77¾ bid, 78¾ offered, down from 78 bid, 80 offered, the trader said.

And, Ford, a Dearborn, Mich.-based automotive company, saw its term loan quoted at 78¾ bid, 79¼ offered, down from 79 bid, 79½ offered, the trader added.

On Thursday, S&P lowered the ratings on General Motors and Ford to B- from B, and the ratings were removed from CreditWatch with negative implications, where they had been placed on June 20.

Also downgraded on Thursday was Chrysler LLC, with its rating dropped to B- from B as well. Chrysler will remain on CreditWatch pending the renewal of certain bank lines at DaimlerChrysler Financial Services Americas LLC, which S&P said it expects will be completed in the next few days.

S&P cited the mounting cash losses in General Motors', Ford's and Chrysler's North American automotive operations and deteriorating conditions in the U.S. auto market as the reasons behind the downgrades.

"We believe sharply lower U.S. light-vehicle demand and the recent dramatic shift in demand away from large pickup trucks and SUVs amid higher gas prices will complicate the turnaround efforts of all three automakers and reduce their currently adequate liquidity considerably over the next year and a half," said Robert Schulz, S&P credit analyst, in the rating release.

"This will leave them more vulnerable to already adverse industry, economic, and credit market conditions," Schulz continued.

S&P estimates that General Motors will use as much as $16 billion from its global automotive operations this year, and Ford will use as much as $12 billion to $13 billion. Chrysler does not make its financial results public, but the rating agency expects the company to experience a net cash outflow from its automotive operations in 2008.

Regarding bankruptcy speculation surrounding the automakers, S&P said that it believes that the most likely trigger for a bankruptcy filing would be cash reserves falling to dangerously low levels, rather than the companies making a strategic choice to seek Chapter 11 reorganization.

"Managements at all three companies have strongly denied any such intention and appear committed to executing on their turnaround plans," the rating release said.

"Few of the automakers' problems - including lower sales, adverse product mix shifts, and high commodity costs - would be altered by a bankruptcy filing," the release added.

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