Chrysler Financial, Jarden, Tousa tweak deals; Bushnell sets talk; DAE, Oneida, Stolle shelved

By Sara Rosenberg

New York, July 25 - Chrysler Financial made a second round of changes to its credit facility, increasing pricing and reworking original issue discounts, Jarden Corp. eliminated plans for an ABL revolver, upsized its incremental term loan B, increased pricing and added call protection and an original issue discount, and Technical Olympic USA Inc. (Tousa) flexed pricing higher on all of its tranches and modified second-lien call protection.

Meanwhile Chrysler Corp.'s $12 billion buyout financing credit facility was described as unofficially postponed.

The huge loan has been heard to be struggling in this tough primary market, but has not officially been pulled. The plan is to get the Chrysler Financial deal done and then focus on Chrysler Corp., market sources said.

In more primary news, Bushnell Outdoor Products released price talk on its credit facility as the deal was launched with a bank meeting during Wednesday's market session.

In addition, DAE Aviation Holdings Inc. postponed syndication on its credit facility and Oneida Ltd. and Stolle Machinery Co. LLC removed their loan transactions from the primary due to market conditions.

Moving to the secondary market, LCDX was extremely volatile on Wednesday, opening stronger and then heading back down on the heels of all the primary ruckus.

Chrysler Financial came out with some more modifications to its credit facility during the morning hours, including flexing pricing higher on its term loans again and revising discounts on the first- and second-lien term loans, according to a market source.

The $4 billion five-year first-lien term loan B (B1/BB-/BBB-) is now priced at Libor plus 400 basis points, up from revised talk of Libor plus 300 bps and original talk at launch of Libor plus 275 bps, the source said.

In addition, the first-lien term loan B is now being sold at a discount of 99, as opposed to the 99½ level that was proposed when the discount was added the other week, the source continued.

The first-lien term loan B carries call protection of 102 in year one and 101 in year two. This was changed earlier on in syndication from just 101 in year one.

Meanwhile, the $2 billion six-year second-lien term loan (B2/CCC+/BB) is now priced at Libor plus 650 bps, up from revised talk of Libor plus 550 bps and from original talk at launch of Libor plus 500 bps, the source remarked.

Furthermore, the second-lien term loan is now being sold at a discount of 981/2, as opposed to the 99 level that was proposed when the discount was added the other week, the source said.

Call protection on the second-lien term loan is 103 in year one, 102 in year two and 101 in year three. This was changed earlier on in syndication from just 102 in year one and 101 in year two.

The company's $8 billion credit facility also includes a $2 billion five-year ABL revolver (B1/BB-) that is priced at Libor plus 275 bps, in line with original talk at launch.

Commitments are due from lenders at 5 p.m. ET on Thursday.

JPMorgan, Citigroup, Goldman Sachs, Bear Stearns and Morgan Stanley are the joint bookrunners on the deal, with JPMorgan, Citigroup and Goldman Sachs the joint lead arrangers.

Proceeds will be used to help fund the buyout of the provider of financial services for vehicles in the NAFTA region by Cerberus Capital Management LP from DaimlerChrysler AG.

Chrysler Corp. 'unofficially' postponed

Cerberus is also buying Chrysler Corp. LLC, a producer and seller of Chrysler, Dodge and Jeep vehicles, from DaimlerChrysler. Chrysler Financial and Chrysler Corp. will both be subsidiaries of a new holding company called Chrysler Holding LLC in which Cerberus will have an 80.1% equity interest and DaimlerChrysler will have a 19.9% interest.

Chrysler Corp.'s $12 billion credit facility, while struggling, has not officially been pulled, but the plan is to get the Chrysler Financial deal done and then focus on Chrysler Corp., market sources said.

The other week, Chrysler Corp. revised talk on its transaction, with the $10 billion first-lien term loan B (B1/B+/BB+) guided at Libor plus 375 bps, up from original talk at launch of Libor plus 325 bps, and the $2 billion second-lien term loan (Caa1/B-/BB+) guided at Libor plus 700 bps, up from original talk of Libor plus 600 bps.

Furthermore, market speculation has been that the first-lien term loan will be sold at a discount that could range from 98 to 99 and that the second-lien term loan will be sold at a discount in the 97 area.

But, even these revised terms and talk of discounts has not been enough to attract lender commitments.

The first-lien term loan B was launched as non-callable for one year then at 101 in year two, and the second-lien term loan was launched as non-callable for one year, then at 103 in year two and 101 in year three.

JPMorgan, Goldman Sachs, Citigroup, Bear Stearns and Morgan Stanley are the joint bookrunners on the deal, with JPMorgan, Goldman and Citigroup the joint lead arrangers.

The loans are based on asset coverage, not cash flow.

Proceeds will be used to put cash on the balance sheet for liquidity. Along with the equity, the company will have approximately $17.5 billion of cash at closing.

Jarden reworks deal

Jarden also came out with a number of changes to its in-market deal on Wednesday morning, including removing the ABL revolver from the capital structure and overhauling the incremental term loan B tranche, according to a market source.

Under the changes, the incremental term loan B is now sized at $700 million, up from $500 million, pricing was flexed higher to Libor plus 250 bps from original talk of Libor plus 200 bps, 101 soft call protection for one year was added and the paper is now being sold at a discount of 99¾ as opposed to at par, the source said.

The term loan B is a new tranche that is being added into the company's existing credit facility.

Jarden's existing institutional term loan debt will carry the same pricing as the new term loan B. Currently, the existing institutional pricing is Libor plus 175 bps, so if pricing on the new term loan B firms at Libor plus 250 bps, the existing debt will be repriced to match.

In addition, the existing institutional term loan debt will now carry the same 101 soft call protection as the incremental term loan.

The $400 million ABL revolver that was eliminated from the deal was being talked at Libor plus 125 bps, with a 25 bps unused fee.

Since the ABL revolver is no longer being done, the company's existing $200 million revolver will stay in place as is, instead of being taken out, the source added.

Lehman Brothers and Citigroup are the lead banks on the term loan B.

Deutsche Bank and Lehman were acting as the leads on the ABL revolver.

Proceeds from the new term loan B will be used to fund the acquisition of K2 Inc. and to repay about $316 million of K2 debt.

Under the terms of the agreement, Jarden will pay $10.85 per share of K2 common stock in cash and will issue 0.1086 of a share of Jarden common stock for each share of K2 common stock.

The transaction is subject to Hart-Scott-Rodino approval, the approval of K2's stockholders and other customary closing conditions.

A K2 stockholder meeting is scheduled for Aug. 8.

In connection with this transaction, Jarden's existing lenders are being paid a 25 bps amendment fee.

The deadline for commitments and signatures is Aug. 1.

Jarden is a Rye, N.Y., provider of niche consumer products used in and around the home. K2 is a Carlsbad, Calif., designer, manufacturer and distributor of sporting equipments and recreational products.

Technical Olympic ups pricing

Technical Olympic increased pricing on all tranches under its $1.2 billion credit facility and made second-lien call premiums juicier for investors, according to a market source.

The $700 million revolver and the $200 million first-lien term loan (B2/B-) are now both priced at Libor plus 375 bps, up from original talk at launch of Libor plus 350 bps, the source said.

The first-lien term loan still carries 101 soft call protection in years one and two.

Meanwhile, the $300 million second-lien PIK toggle term loan (Caa2/CCC-) is now priced at Libor plus 725 bps, up from original talk of Libor plus 650 bps, the source continued.

If PIK pricing is elected on the second-lien term loan, pricing bumps up by 75 bps.

In addition, the second-lien term loan is now non-callable for one year, then at 102 in year two and 101 in year three, as opposed to just carrying call protection of 102 in year one and 101 in year two, the source remarked.

Citigroup is the lead arranger, bookrunner and administrative agent on the deal.

Security is substantially all of the company's assets.

Financial covenants include minimum adjusted consolidated tangible net worth, maximum ratio of debt-adjusted consolidated tangible net worth, minimum ratio of EBITDA to interest incurred, maximum ratio of units owned to units closed, maximum ratio of land to adjusted consolidated tangible net worth, maximum ratio of unsold units to units closed, maximum ratio of outstanding secured debt and letters of credit to book value of inventory.

Proceeds will be used to fund settlements related to the Transeastern joint venture, including the repayment of Transeastern's $400 million of senior debt in full.

As part of the settlement, Transeastern will become wholly owned by the company and merged into one of its subsidiaries.

The settlement is expected to close on or about July 31.

Technical Olympic is a Hollywood, Fla., designer, builder and marketer of single-family residences, town homes and condominiums.

Bushnell price talk

Also in the primary, Bushnell Outdoor Products held a bank meeting on Wednesday to kick off syndication on its proposed $509 million credit facility, and in connection with the launch, price talk was announced, according to a market source.

The $40 million six-year revolver and the $278 million six-year first-lien term loan were both presented with talk of Libor plus 300 bps, and the $191 million 61/2-year second-lien term loan was presented with talk of Libor plus 650 bps, the source said

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

GE Capital is the lead bank on the deal.

Single-B ratings are expected on the transaction.

Proceeds will be used to help fund the buyout of the company by MidOcean Partners from Wind Point Partners. Bushnell's senior management team will have a significant ownership stake in the company.

Leverage is 4.0 times through the first-lien and 6.75 times through the second-lien.

Bushnell is an Overland Park, Kan., manufacturer and marketer of sports optics, eyewear and outdoor accessories.

DAE postpones loan

DAE Aviation postponed its $937 million secured credit facility (B2/BB-) because of market conditions, but is going forward with its $325 million unsecured high-yield bond offering, which priced Wednesday at 97.45 to yield 11¾%, according to a buyside source.

The facility consisted of a $557 million term loan B talked at Libor plus 325 bps, with an original issue discount of 981/2, a $280 million asset-sale loan talked at Libor plus 350 bps, with an original issue discount of 981/2, and a $100 million revolver.

Just the other day, pricing on the term loan B was increased from original talk of Libor plus 275 bps, pricing on the asset-sale loan was increased from original talk of Libor plus 300 bps and the original issue discounts were added.

Barclays Capital is the lead bank on the deal.

Financial covenants included debt to EBITDA and capital expenditures.

The credit facility was going toward Dubai Aerospace Enterprises Ltd.'s acquisition of Standard Aero Holdings Inc. and Piedmont Hawthorne Holdings Inc. from the Carlyle Group.

Dubai is putting in a 40% equity check toward the transaction.

Total leverage was going to be 7.4 times, dropping down to 6.8 times following the asset sale, and senior secured leverage was going to be 5.5 times, dropping down to 4.1 times following the asset sale.

The asset-sale loan was expected to be repaid within 12 months.

DAE Aviation is a provider of maintenance, repair and overhaul services for business and regional jet engines and certain military engines; component and airframe repairs; large business jet completions and modifications; and engineering services.

Oneida tabled

Oneida pulled its $120 million seven-year first-lien term loan (B3/B+) from market also because of market conditions, according to a market source.

The term loan was being talked at Libor plus 450 bps, with 101 soft call protection for one year.

Pricing on the loan had been flexed up during syndication from Libor plus 350 bps, with the addition of the call premium.

Credit Suisse was acting as the lead arranger on the deal, which was going to be used to refinance existing debt.

Oneida is an Oneida, N.Y, maker of flatware, dinnerware, crystal and metal serving pieces.

Stolle pulls deal

Stolle Machinery decided to pull its recently relaunched add-on amendment from the market on Wednesday morning as a result of the currently poor primary conditions, according to a market source.

Under the transaction, the company was looking to get a $50 million first-lien term loan B add-on, priced in line with the existing spread at Libor plus 250 bps.

Proceeds were going to be used for a dividend payment.

In addition, the company was going to change pricing on its existing $50 million second-lien term loan to Libor plus 650 bps from existing pricing of Libor plus 600 bps.

The company's existing $25 million revolver was staying in place.

Leverage was going to be 3.7 times through the first lien and 4.8 times through the second lien.

Goldman Sachs was the lead bank on the deal.

Stolle originally came to market with an add-on amendment in late June under which the company would have gotten a $100 million first-lien term loan B add-on, with proceeds going toward second-lien term loan repayment in addition to the dividend payment.

However, that deal was then relaunched last week with an update posted to Intralinks, to cut the amount of incremental debt in half, scrap the plans to repay second-lien debt and revise the second-lien pricing.

Now, the company's existing credit facility will just remain in place as is, the source added.

Stolle is a Centennial, Colo.-based producer of capital equipment, spare parts and services for the rigid packaging industry.

Oxygen Media shelved

Oxygen Media LLC was yet another deal that opted to take its credit facility out of market, according to a market source.

The transaction consisted of a $75 million revolver, a $75 million term loan A and a $195 million term loan B talked at Libor plus 300 bps.

During syndication, pricing on the term loan B was flexed up from original talk at launch of Libor plus 250 bps.

JPMorgan and RBS Securities were acting as the lead banks on the deal.

Proceeds were going to be used to refinance existing debt and to redeem preferred stock.

Oxygen Media is a New York-based cable television network that targets women.

Norwood adds OIDs

Norwood Promotional Products Inc. added an original issue discount of 95 to both its first- and second-lien term loans, according to a market source.

In addition, the first-lien term loan now has 101 soft call protection for one year and annual amortization that is to be determined, the source said.

The $135 million seven-year first-lien term loan (B2/B) is priced at Libor plus 350 bps, after flexing up the other week from revised talk of Libor plus 325 bps and from original talk of Libor plus 275 bps.

And, the $75 million 71/2-year second-lien term loan (B3/CCC) is priced at Libor plus 750 bps, after flexing up the other week from revised talk of Libor plus 700 bps and from original talk of Libor plus 600 bps.

The second-lien term loan carries call protection of 103 in year one, 102 in year two and 101 in year three.

Norwood's $260 million credit facility also includes a $50 million five-year ABL revolver that is priced in line with initial talk at Libor plus 150 bps, with a 37.5 bps commitment fee.

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

Norwood Promotional is an Indianapolis-based supplier of promotional items.

LCDX lower with primary back-up

Over in the secondary market, LCDX bounced all over the place on Wednesday, with levels actually opening up higher but then crashing back down in reaction to all the negative primary news, according to a trader.

The index ended the session at 94.40 bid, 94.60 offered, down from Tuesday's levels of 94.70 bid, 94.90 offered, the trader said.

"It was a very volatile day in the index. Better buyers this morning, Market tried to feel good this morning. Opened at 95.25 [bid], 95.50 [offered]. Then the Chrysler news came out. Market sentiment kind of turned sour," the trader remarked.

"As for cash, that was choppy. Most things are off though," the trader added.

Community Health closes

Community Health Systems Inc. closed on its new $7.215 billion senior secured credit facility (Ba3/BB-), according to a news release.

The facility consists of a $6.065 billion seven-year funded term loan priced at Libor plus 225 bps, a $400 million seven-year delayed-draw term loan priced at Libor plus 225 bps and a $750 million six-year revolver that has a 50 bps commitment fee.

During syndication, the funded term loan was upsized from $5.7 billion following a bond downsizing, the delayed-draw term loan was downsized from $500 million and pricing on the two term loans was reverse flexed to Libor plus 200 bps from original talk at launch of Libor plus 225 bps, but then was brought back up to initial talk.

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

Proceeds from the credit facility, along with the bonds, were used to help fund the acquisition of Triad Hospitals Inc. for $54.00 per share in cash, or $6.8 billion, including $1.7 billion of existing debt.

The funded term loan was used to help finance the acquisition and to refinance existing debt, and the delayed-draw term loan and revolver will be used for working capital and general corporate purposes.

Community Health is a Nashville operator of general acute care hospitals in non-urban communities. Triad is a Plano, Texas, owner and manager of hospitals and ambulatory surgery centers.

hhgregg closes

hhgregg, Inc. closed on its $100 million six-year term loan B (B2/B+) and increased its revolver to $100 million, according to a company news release.

The term loan B is priced at Libor plus 225 bps.

Wachovia acted as the lead bank on the deal.

The deal was done in connection with the company's initial public offering of 9.375 million shares of common stock.

Proceeds were used to fund a tender offer for the company's outstanding 9% senior notes.

hhgregg is an Indianapolis-based specialty retailer of video products, brand name appliances, audio products and accessories.

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