Las Vegas Sands softens as Venetian Macau pulls B loan; Husky International tweaks deal

By Sara Rosenberg

New York, June 20 - Las Vegas Sands Corp.'s bank debt was a little weaker on Monday as news surfaced that subsidiary Venetian Macau Ltd. (Sands China Ltd.) pulled its term loan B from market as a result of unfavorable conditions.

In more loan happenings, Husky International Ltd. widened price talk on its covenant-light term loan B ahead of Tuesday's commitment deadline, while leaving all other terms unchanged.

Alos, Cumulus Media Inc., Cellular South Inc. and Norit Holding released guidance on their credit facilities as the transactions were presented to lenders during the session, and SRA International Inc. came out with price talk on its in market deal.

Las Vegas Sands softens

Las Vegas Sands saw its extended and non-extended bank debt move lower in trading on Monday with news that its Venetian Macau subsidiary was unable to syndicate its term loan B at initial talk, and therefore, opted to withdraw the loan from the primary, according to a trader.

Price talk on the B loan had been Libor plus 275 basis points with a 0.75% Libor floor and an original issue discount of 991/2.

The trader went on to say that it may just have been market technicals sparking the slight downturn in levels, or it's possible that some investors became a little nervous over the company's inability to tap the institutional debt market.

Las Vegas Sands' extended loan was quoted at 96 3/8 bid, 96 7/8 offered, down from 96½ bid, 97 offered, and its non-extended loan was quoted at 96 5/8 bid, 97 3/8 offered, down from 96 ¾ bid, 97½ offered, the trader continued.

Venetian Macau pro rata

Although it is not moving forward with the term loan B, Venetian Macau will still be getting its new $500 million five-year revolver and $3 billion five-year term loan A that are initially priced at Libor plus 200 bps, according to a market source.

Proceeds from the revolver and term loan A will be used to refinance an existing $2.7 billion Venetian Macau credit facility and a $1.75 billion Venetian Orient Ltd. credit facility, as well as fund the completion of construction of the first two phases of parcels 5 and 6 on the Cotai Strip.

Since the refinancing is still taking place, Venetian Macau's existing term loan was quoted at 99¾ bid, par offered in trading, unchanged on the day, the trader remarked.

Venetian Macau lead banks

Citigroup Global Markets Inc. was acting as the left lead on Venetian Macau's term loan B, while Goldman Sachs & Co. is the left lead on the revolver and the term loan A.

Other leads on the now $3.5 billion credit facility, down from $4.5 billion, include Bank of America Merrill Lynch, Bank of China, Barclays Capital Inc., BNP Paribas Securities Corp., Commerzbank, Credit Agricole Securities Inc., Credit Suisse Securities LLC, Industrial and Commercial Bank of China Ltd., ING Financial Markets LLC, Sumitomo Mitsui Banking Corp., UBS Securities LLC and United Overseas Bank.

The transaction is subject to Macao Government approvals and final loan documentation.

Venetian Macau is a luxury hotel and casino resort in Macao. Las Vegas Sands is a Las Vegas-based owner, developer and operator of resort properties.

Husky ups spread

Also on the primary front, Husky International lifted price talk on its $920 million covenant-light term loan B to Libor plus 500 bps to 525 bps from Libor plus 425 bps to 450 bps, but left the 1.25% Libor floor, original issue discount of 99 to 99½ and 101 soft call protection for one year intact, according to a market source.

Price talk on the company's $110 million revolver was left unchanged at Libor plus 400 bps with a 50 bps unused fee, the source said.

Goldman Sachs & Co., Morgan Stanley & Co. Inc., RBC Capital Markets LLC and TD Securities (USA) LLC are leading the $1.03 billion credit facility (B) that will be used to help fund the buyout of the company by Berkshire Partners LLC and Omers Private Equity Inc. from Onex Corp. for $2.1 billion.

Closing is expected early in the third quarter, subject to customary conditions.

Husky is a Bolton, Ont.-based supplier of injection molding equipment and services to the plastics industry.

Terra-Gen reworks deal

Terra-Gen Finance Co. LLC reduced its six-year term loan B to $250 million from $300 million, increased pricing to Libor plus 500 bps from Libor plus 400 bps, lifted the Libor floor to 1.5% from 1.25% and moved the original issue discount to 98½ from 991/2, according to a market source.

Also, the soft call protection was beefed up to 102 in year one and 101 in year two from just 101 for one year, the source said.

The company's $310 million senior secured credit facility (Ba3/BB/BB-), down from $360 million, still provides for a $60 million five-year working capital revolver.

Terms on the deal were finalized late Friday, at which time the term loan B broke for trading at 98¾ bid, 99¼ offered, the source continued, adding that there has been little activity in the name.

Terra-Gen trims dividend

Proceeds from Terra-Gen's term loan B will be used to fully repay existing corporate level debt, fund a cash distribution to parent company Terra-Gen Power LLC and partially fund a debt service reserve.

The amount of the distribution was reduced as a result of the term loan B downsizing, the source remarked.

The company's revolver will be used to issue letters of credit and to partially fund the debt service reserve.

Goldman Sachs & Co. and Credit Suisse Securities (USA) LLC are the joint lead arrangers, joint bookrunners and syndication agents on the deal.

Terra-Gen is a New York-based renewable energy provider.

Cumulus sets talk

Cumulus Media's bank meeting for its senior secured credit facility (Ba3/B+) took place at 2 p.m. ET in New York on Monday, and with the launch, price talk on the $2.04 billion seven-year term loan B was announced, according to a market source.

The B loan is being guided at Libor plus 375 bps to 400 bps with a 1.25% Libor floor, an original issue discount of 99 to 99½ and 101 soft call protection for one year, the source said.

The company's $2.415 billion deal also includes a $375 million five-year revolver.

J.P. Morgan Securities LLC, UBS Securities LLC and Macquarie Capital are the lead banks on the deal and are asking for commitments by June 29.

As was previously reported, the facility was initially expected to have a total size of $2.525 billion. However, the company's bond offering, which was completed last month, came larger than expected at $610 million, as opposed to $500 million. Proceeds from the bonds were used to repay the company's existing term loan.

Cumulus buying Citadel

Proceeds from Cumulus' credit facility, along with $500 million of equity from Crestview Partners and Macquarie Capital, will be used to fund the acquisition of Citadel Broadcasting Corp. in a transaction valued at $2.4 billion and to refinance outstanding debt.

Cumulus is buying Citadel for $37 per share, with stockholders having the option to receive the per-share payment in cash or get 8.525 shares of Cumulus common stock, subject to proration. The total amount of cash available in the transaction is $1.4 billion, and the total number of common stock shares available is about 151 million.

Closing is expected by the end of this year, subject to customary conditions, including Citadel stockholder approval, expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and regulatory approval from the Federal Communications Commission.

Cumulus is an Atlanta-based radio broadcaster. Citadel is a Las Vegas-based radio company.

Cellular South pricing emerges

Another deal to launch and come out with price talk in the afternoon was Cellular South, and the company is asking lenders to get their commitments in by June 28, according to a market source.

The deal consists of a $600 million six-year term loan B talked at Libor plus 350 bps with a 1% to 1.25% Libor floor, an original issue discount of 99½ and 101 soft call protection for one year, and a $200 million five-year revolver talked at Libor plus 250 bps with a 50 bps unused fee and upfront fees that are expected to average 50 bps, the source said.

Bank of America Merrill Lynch is the lead bank on the $800 million facility that will be used to refinance existing debt, pay a $20 million dividend and for general corporate purposes.

Cellular South, a Ridgeland, Miss.-based privately held wireless provider, expects to complete the transaction in July.

Norit reveals guidance

Norit, a Netherlands-based producer of activated carbon, also held a bank meeting on Monday, and it came out with price talk in connection with the event, according to a market source.

The $230 million six-year first-lien term loan (Ba3) and €75 million six-year first-lien term loan (Ba3) are being talked at Libor/Euribor plus 450 bps to 475 bps with a 1.25% Libor floor and an original issue discount of 99, the source said. The tranches include 101 soft call protection for one year.

And, the $110 million 61/2-year second-lien term loan (B3) is being talked at Libor plus 825 bps with a 1.25% Libor floor and an original issue discount of 981/2, the source remarked. There is call protection of 103 in year one, 102 in year two and 101 in year three.

Deutsche Bank Securities Inc. and Goldman Sachs & Co. are leading the roughly $500 million facility, which also includes a $50 million revolver, and will be used to fund a distribution to shareholders and refinance existing debt.

Leverage through the first-lien is 4.0 times and total leverage is 5.3 times.

SRA discloses talk

SRA International released guidance on its $875 million seven-year term loan on Monday of Libor plus 425 bps to 450 bps with a 1.5% Libor floor, an original issue discount of 99 and 101 soft call protection for one year, according to a market source.

This talk is higher than what the company had previously discussed in filings with the Securities and Exchange Commission. The filings had the term loan expected at Libor plus 325 bps with a 1.25% Libor floor.

The company's $975 million senior secured credit facility (B1/B) also includes a $100 million five-year revolver.

The deal was formally launched to lenders with a bank meeting last Thursday. At that time, however, pricing was described as to be determined.

Commitments are due on June 30.

SRA being acquired

Proceeds from SRA's credit facility, along with $415 million of senior notes, equity and shares of SRA common stock contributed by a rollover investor, will be used to fund the buyout of the company by Providence Equity Partners for $31.25 in cash per share of common stock for a total value of $1.88 billion.

Backing the notes is a commitment for a $415 million senior unsecured interim loan with pricing of Libor plus 725 bps with a 1.25% Libor floor, increasing to a specified cap.

Citigroup Global Markets Inc., Bank of America Merrill Lynch, Credit Suisse Securities (USA) LLC and Goldman Sachs & Co. are the joint lead arrangers and bookrunners on the credit facility.

Closing on the transaction is expected during the first quarter of fiscal year 2012, which begins on July 1, subject to shareholder approval and regulatory approvals.

SRA is a Fairfax, Va.-based provider of technology and strategic consulting services to government organizations and commercial clients.

Endo completes acquisition

In other news, Endo Pharmaceuticals said in a release that it closed on its purchase of American Medical Systems, a Minnetonka, Minn.-based provider of devices and therapies for pelvic health, for $30 per share, or $2.9 billion in cash, including the assumption and repayment of $312 million of debt.

To help fund the transaction, the Chadds Ford, Pa.-based specialty health care company got a new $2.7 billion senior secured credit facility (Ba1/BBB-), consisting of a 500 million five-year revolver and a $1.5 billion five-year term loan A, both priced at Libor plus 250 bps, with the revolver having a 50 bps unused fee, and a $700 million seven-year term loan B priced at Libor plus 300 bps with a 1% Libor floor. The B loan was sold at par and includes 101 soft call protection for six months.

During syndication, the term loan B was downsized from $900 million as the company's bonds were upsized to $900 million from $700 million, pricing was reduced from Libor plus 325 bps, and a step-down to Libor plus 300 bps at 3.0 times net leverage was eliminated.

Morgan Stanley & Co. Inc. and Bank of America Merrill Lynch led the credit facility.

U.S. HealthWorks closes

U.S. HealthWorks Medical Group, a Valencia, Calif.-based provider of health care for on-the-job injuries and urgent care, completed its $205 million refinancing credit facility led GE Capital Markets, comprised of a $20 million five-year revolver, a $120 million five-year first-lien term loan B and a $65 million second-lien term loan, according to a news release.

Pricing on the revolver and first-lien term loan is Libor plus 475 bps with a 1.5% floor, and they were sold at a discount of 99. Pricing on the second-lien loan is Libor plus 900 bps with a 1.5% floor and it was sold at a discount of 981/2. The first-lien loan has 101 soft call protection for one year, and call protection on the second-lien term loan is 103 in year one, 102 in year two and 101 in year three.

During syndication, the revolver was reduced from $25 million, the first-lien term loan was downsized from $150 million, and the second-lien term loan was increased from $50 million. Also, pricing on the revolver and first-lien loan was raised from Libor plus 425 bps, call protection was added to the first-lien loan, pricing on the second-lien loan was flexed from Libor plus 800 bps, and the discount on the second-lien firmed at the midpoint of the 98 to 99 talk.

Electric Infrastructure wraps

Electric Infrastructure Alliance of America LLC closed on Monday on its $666.7 million seven-year construction and term loan facility that is priced at Libor plus 200 bps during construction, stepping up to Libor plus 225 bps from the commercial operation date through the third anniversary of the commercial operation date and to Libor plus 250 bps thereafter, according to a market source.

There is a 75 bps unused fee.

RBC Capital Markets, RBS Securities Inc. and SG Americas Securities LLC acted as the joint lead arrangers and bookrunners on the well-oversubscribed deal that was syndicated to commercial banks.

Proceeds are being used to back the construction of transmission facilities as part of the Texas Competitive Renewable Energy Zones program. Sharyland Utilities was selected by the Public Utility Commission of Texas to construct and operate a portion of the transmission project, including five transmission line segments and four substations. Electric Infrastructure was formed to invest in the project.

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