AlixPartners retranches, breaks; ResCap, SMG revise deals; EquiPower, Fresenius set talk

By Sara Rosenberg

New York, May 31 - AlixPartners LLP reworked tranching under its credit facility to increase the term loan B-1 and decrease the term loan B-2 as well as the second-lien term loan, and then late Thursday, the deal freed up for trading.

Meanwhile, Residential Capital LLC (ResCap) is considering shifting some funds between its revolver and term loan A-1, although the total size of the debtor-in-possession financing facility will be unchanged and pricing on all tranches has been lowered.

Also coming out with changes was SMG, as it upsized its first-lien term loan, downsized its second-lien term loan and lifted the coupon on the second-lien debt.

And, in more primary news, EquiPower Resources Holdings disclosed price talk on its credit facility in connection with its launch, Fresenius SE & Co. KGaA pro rata guidance surfaced and P.F. Chang's China Bistro Inc. and Waupaca Foundry Inc. came out with timing for their new deals.

AlixPartners starts trading

AlixPartners' credit facility made its way into the secondary market on Thursday evening, with the $100 million five-year term loan B-1 (Ba3/B+) quoted at 99¼ bid and the $505 million seven-year term loan B-2 (Ba3/B+) quoted at 98¾ bid, according to a market source.

The term loan B-1 is priced at Libor plus 425 basis points with a 1.25% Libor floor and was sold at an original issue discount of 99. This debt also has 101 soft call protection for one year.

Pricing on the term loan B-2 is Libor plus 525 bps with a 1.25% floor, and it was sold at an original issue discount of 981/2. There is 101 soft call protection for one year.

During syndication, the B-1 and B-2 were created by splitting up a single $600 million seven-year first-lien term loan B that was talked at Libor plus 475 bps to 500 bps (after flexing from Libor plus 425 bps) with a 1.25% floor and a discount of 99.

At first, the B-1 was sized at $75 million and the B-2 was sized at $525 million, but $20 million was then shifted between the tranches.

AlixPartners second lien

AlixPartners is getting a $210 million 71/2-year second-lien term loan (B3/B-) as well, and this debt was seen quoted at 97½ bid in trading, the source remarked.

Pricing on the second-lien loan is Libor plus 950 bps with a 1.25% Libor floor, and it was sold at an original issue discount of 97. The tranche is non-callable for one year, then at 102 in year two and 101 in year three.

This debt also saw changes, including being downsized from $220 million, flexing up from most recent talk of 400 bps higher than the term loan B-2 and from Libor plus 800 bps before that, seeing the original issue discount widen from 98 and having call protection sweetened from 103 in year one, 102 in year two and 101 in year three.

AlixPartners getting revolver

AlixPartners' $890 million credit facility - down from $895 million because of the second-lien loan size reduction - also includes a $75 million five-year revolver (Ba3/B+).

Deutsche Bank Securities Inc., Bank of America Merrill Lynch, Goldman Sachs & Co., Jefferies & Co. and UBS Securities LLC are the lead banks on the deal.

Proceeds will be used to help fund the purchase of the company by CVC Capital Partners from Hellman & Friedman.

Closing is expected this summer, subject to customary conditions.

AlixPartners is a performance improvement, corporate turnaround and financial advisory services firm.

ResCap reworks deal

Residential Capital made a round of changes to its $1.45 billion 18-month DIP financing facility in the morning, including proposing possible new tranche sizes and reducing spreads across the board, according to a market source.

The revolver, now being discussed at $175 million to $200 million, compared to $200 million previously, is priced at Libor plus 375 bps, down from Libor plus 400 bps, the source said. It is offered with a 200 bps upfront fee and includes a 75 bps unused fee.

Meanwhile, the first-out term loan A-1, talked at $1.05 billion to $1,075,000,000, versus $1.05 billion before, is priced at Libor plus 375 bps, down from talk of Libor plus 400 bps to 425 bps, the source continued. The debt still has a 1.25% Libor floor and an original issue discount of 99.

The final sizes on the revolver and the term loan A-1 are dependant on each other since the total DIP amount will not be changed, the source remarked.

ResCap A-2 pricing

As for Residential Capital's $200 million last-out term loan A-2, size unchanged, it saw pricing reduced to Libor plus 550 bps from Libor plus 600 bps, while the 1.25% Libor floor and discount of 98 were left unchanged, the source continued.

Furthermore, the revolver, term loan A-1 and term loan A-2 all saw the addition of a 50 bps step-up in pricing if ratings by either Moody's Investors Service or Standard & Poor's are not received by June 30. The source explained that this was done since the deal will allocate before ratings are received.

Lead bank Barclays Capital Inc. was asking for recommitments by 5 p.m. ET on Thursday.

Proceeds will be used to provide liquidity while the company undergoes its Chapter 11 process that is expected to result in the sale of substantially all of its assets for about $4 billion of proceeds.

Residential Capital, a New York-based mortgage originator and servicer, expects its restructuring plan to be approved by the fourth quarter.

SMG restructures

SMG revised its credit facility, too, increasing its six-year first-lien term loan to $255 million from $240 million, decreasing its 61/2-year second-lien term loan to $105 million from $125 million and lifting second-lien pricing to Libor plus 950 bps from Libor plus 900 bps, according to a market source.

The second-lien loan still has a 1.25% Libor floor, an original issue discount of 98 and call protection of 103 in year one, 102 in year two and 101 in year three.

And, the first-lien term loan is still priced at Libor plus 425 bps with a 1.25% Libor floor and an original issue discount of 99, and includes 101 repricing protection for one year.

Recommitments toward the $385 million credit facility, which also includes a $25 million revolver, are due at 3 p.m. ET on Friday.

Credit Suisse Securities (USA) LLC and GE Capital Markets are leading the deal that will be used to refinance existing debt.

SMG is a West Conshohocken, Pa.-based venue management company.

EquiPower guidance surfaces

In other primary happenings, EquiPower held a bank meeting on Thursday morning, and with the launch, price talk on the company's $975 million credit facility was announced, according to a market source.

The $90 million revolver (Ba3/BB) is talked at Libor plus 475 bps to 500 bps with no Libor floor, the source said.

The $685 million first-lien term loan (Ba3/BB) is talked at Libor plus 475 bps to 500 bps with a 1.5% Libor floor and an original issue discount of 981/2, for an all-in yield of 6 5/8% to 6 7/8%, the source remarked. There is 101 soft call protection for one year.

And, the $200 million second-lien term loan (B2/BB) is talked at Libor plus 850 bps to 875 bps with a 1.5% Libor floor and a discount of 98, for an all-in yield of 10½% to 10¾%, the source continued. Included in this tranche is hard call protection of 103 in year one, 102 in year two and 101 in year three.

EquiPower lead banks

Barclays Capital Inc. is the left lead on the deal, and it was disclosed that Deutsche Bank Securities Inc., Goldman Sachs & Co. and Morgan Stanley Senior Funding Inc. have joined on as leads as well, the source added.

Proceeds will be used to refinance existing debt, to pay deferred costs associated with hedge restructuring, to fund a debt service reserve and to pay a small dividend.

Commitments toward the credit facility are due at 5 p.m. ET on June 14.

EquiPower is a Hartford, Conn.-based competitive power generation company that is owned by Energy Capital Partners LLC.

Fresenius pro rata talk

Fresenius held a bank meeting on Thursday in Europe for its euro-denominated pro rata bank debt and has scheduled a meeting in New York for Tuesday for the U.S. pro rata portion, according to a market source, who said that price talk on the debt emerged at Libor/Euribor plus 225 bps.

Upfront fees on the euro debt range from 40 bps to 75 bps based on commitment size, and fees on the dollar tranches will come out next week.

The five-year pro rata debt is comprised of a $200 million revolver, a €650 million revolver, a $200 million term loan A and a €700 million term loan A, the source remarked.

Originally it was thought that the revolver would have a total size of €400 million, but since the company has seen a good response from banks so far, the decision was made to go out with a larger loan so that there is more flexibility, the source explained.

With the revolver and term loan A, banks are also being offered a €200 million carve-out from the €500 million seven-year term loan B.

Fresenius U.S. term B

Fresenius' roughly €3.1 billion credit facility is also expected to include a $1.2 billion seven-year term loan B, but this tranche probably won't come to market until July, the source added.

Proceeds, along with €2.1 billion of bonds and up to €1 billion in equity, will be used to help fund the public takeover offer made to Rhon-Klinikum AG shareholders of €22.50 per share and the refinancing of a credit facility that was obtained in 2008 for the acquisition of APP Pharmaceuticals.

Deutsche Bank, JPMorgan, Societe Generale, Credit Suisse and UniCredit are leading the debt.

Closing is targeted for the third quarter, with the offer contingent upon a minimum acceptance threshold of 90% of Rhon-Klinikum's share capital and upon antitrust approval. Fresenius anticipates that a few hospital locations may need to be divested to secure antitrust clearance.

Fresenius is a Bad Homburg, Germany-based provider of dialysis services and products.

P.F. Chang's timing emerges

P.F. Chang's China Bistro nailed down the launch date for its $350 million senior secured credit facility, as a bank meeting has been set for Monday, according to a market source.

The deal consists of a $70 million five-year revolver and a $280 million seven-year term loan B that, based on filings with the Securities and Exchange Commission, will have 101 soft call protection for six months.

Wells Fargo Securities LLC, Deutsche Bank Securities Inc. and Barclays Capital Inc. are leading the deal that will be used to help fund the purchase of the company by Centerbridge Partners LP for $51.50 per share in cash, or about $1.1 billion.

A tender offer for the company's shares expires on June 12, and the buyout is conditioned on the tender of at least 83% of the shares and approval under the Hart-Scott-Rodino Antitrust Improvements Act.

P.F. Chang's plans notes

In addition to the credit facility, P.F. Chang's expects to issue $300 million of senior notes and use up to $580 million of equity for the buyout.

Backing the bonds is a commitment for a $300 million bridge loan with pricing of Libor plus 825 bps if ratings are B3/B- and Libor plus 850 bps if ratings are lower than B3/B-. There is a 50 bps step-up after three months and every three months thereafter until it hits a specified cap, and a 1.25% Libor floor.

Closing on the transaction is expected to occur no later than the end of the third quarter.

P.F. Chang's is a Scottsdale, Ariz.-based owner and operator of two restaurant concepts in the Asian niche.

Waupaca sets launch

Waupaca Foundry also joined next week's calendar, scheduling a bank meeting for Tuesday to launch its proposed credit facility, according to a market source.

GE Capital Markets Inc., RBC Capital Markets and Wells Fargo Capital Finance are the lead arrangers on the deal.

Proceeds will help fund the buyout of ThyssenKrupp Waupaca Inc., which is being renamed Waupaca Foundry, by KPS Capital Partners LP from ThyssenKrupp Budd Co.

Closing is expected this quarter, subject to customary conditions.

Waupaca Foundry is a Waupaca, Wis.-based producer of gray and ductile iron castings for the automotive, truck, agriculture, construction, hydraulics and commercial vehicle markets.

Roofing Supply wraps

In other news, the acquisition of Roofing Supply Group LLC by Clayton, Dubilier & Rice LLC from the Sterling Group has closed, according to a news release.

For the buyout, the company got a new $465 million credit facility consisting of a $175 million five-year ABL revolver and a $290 million seven-year term loan B (B2/B).

Pricing on the B loan is Libor plus 525 bps after firming at the high end of revised talk of Libor plus 500 bps to 525 bps, and wide of initial talk of Libor plus 450 bps. There is a 1.25% Libor floor as well as 101 soft call protection for one year, and the debt was sold at an original issue discount of 99.

Deutsche Bank Securities Inc., Goldman Sachs & Co., Credit Suisse Securities (USA) LLC, UBS Investment Bank and Citigroup Global Markets Inc. led the deal.

Roofing Supply, a Dallas-based wholesale distributor of roofing supplies and related materials, expects to close on the buyout this quarter.

Generac closes

Generac Power Systems Inc. completed its $900 million six-year senior secured term loan B (B2/B+) that is priced at Libor plus 500 bps with a 1.25% Libor floor, according to a news release. The debt was sold at a discount of 98 and includes call protection of 102 in year one and 101 in year two.

During syndication, the B loan was upsized from $800 million, pricing was lifted from Libor plus 450 bps, the discount was revised from 981/2, and the call premium was changed from just 101 soft call protection for one year.

J.P. Morgan Securities LLC, Bank of America Merrill Lynch and Goldman Sachs & Co. led the deal that is being used to refinance about $574 million of term loan debt and pay a $6 per share cash dividend on the company's outstanding common stock.

In addition, the Waukesha, Wis.-based designer and manufacturer of generators and other engine powered products got a $150 million asset-based revolver priced at Libor plus 200 bps to refinance an existing $150 million undrawn revolver.

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