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Published on 6/27/2011 in the Prospect News Bank Loan Daily.

SBA firms spread, breaks; Dole frees up; SRA, Alere, Lawson, Alkermes revisions emerge

By Sara Rosenberg

New York, June 27 - SBA Senior Finance II LLC finalized pricing on its term loan B at the tight end of guidance and then proceeded to free up for trading on Monday, with levels quoted above the original issue discount price, and Dole Food Co. Inc.'s credit facility began trading as well.

In more loan happenings, SRA International Inc. made some changes to its term loan, including increasing the spread and lowering the Libor floor, and Alere Inc. retranched its credit facility for a second time and flexed pricing higher.

Another company to come out with an additional round of modifications was Lawson Software Inc., as it raised pricing and widened the original issue discount on its term loan once again on top of shortening the tenor and adding call protection.

Also on the topic of revisions, Alkermes Inc. raised the spread on its first- and second-lien term loans, while leaving all other details unchanged.

SBA starts trading

SBA Senior Finance's $500 million seven-year term loan B (Ba2/BB) hit the secondary market on Monday, with levels quoted at par bid, par ½ offered on the break and then it moved to par 1/8 bid, par 5/8 offered, according to a trader.

Pricing on the loan finalized at Libor plus 275 basis points, the low end of the Libor plus 275 bps to 300 bps talk. As before, the tranche has a 1% Libor floor and 101 soft call protection for one year, and was sold at an original issue discount of 993/4.

J.P. Morgan Securities LLC, Barclays Capital Inc., TD Securities (USA) LLC, RBS Securities Inc. Deutsche Bank Securities Inc., Wells Fargo Securities LLC and Citigroup Global Markets Inc. are leading the deal.

SBA getting revolver

In addition to term loan B, SBA Senior Finance is getting a $500 million five-year revolver (Ba2/BB).

Proceeds from the new credit facility will be used to refinance an existing revolver and for general corporate purposes.

Senior secured leverage is 5.9 times and net total leverage is 7.3 times.

SBA Senior Finance is a wholly owned subsidiary of SBA Communications Corp., a Boca Raton, Fla.-based owner and operator of wireless communications infrastructure.

Dole trades atop OID

Also breaking for trading was Dole Food's credit facility, with the strip of term loan B and term loan C debt quoted at 99½ bid, par offered on the open and then it moved up to 99¾ bid, par ¼ offered, according to a trader.

Pricing on the $900 million strip of covenant-light term loans (Ba2/BB-) - broken down between a $315 million term B and $585 million term C - is Libor plus 375 bps with a step-down available after Jan. 1, 2012 to Libor plus 350 bps when net total leverage is less than 3.5 times. There is a 1.25% Libor floor and 101 soft call protection for one year, and the debt was sold at an original issue discount of 991/4.

During syndication, pricing firmed at the wide end of talk of Libor plus 350 bps to 375 bps, the step-down was added and the discount widened from 991/2.

The term loan B is being done at Dole, while the term loan C is being done at Solvest Ltd., a wholly owned Bermuda subsidiary of Dole.

Dole repaying debt

Proceeds from Dole's $1.25 billion senior secured credit facility, which also includes a $350 million multi-currency asset-based revolver, will be used to repay an existing asset-based revolver and Dole and Solvest term loan borrowings as well as for general corporate purposes.

Last year, Dole obtained a $1.2 billion credit facility, consisting of a $350 million four-year asset-based revolver priced at Libor plus 400 bps with no Libor floor and an $850 million seven-year term loan priced at Libor plus 325 bps with a 1.75% Libor floor that was sold at an original issue discount of 99.

Deutsche Bank Securities Inc., Bank of America Merrill Lynch and Wells Fargo Securities LLC are the lead banks on the new deal that is targeted to close during the week of July 4.

Dole is a Westlake Village, Calif.-based fruit and vegetables company.

SRA revises pricing

Over in the primary, SRA International flexed pricing higher on its $875 million seven-year term loan to Libor plus 525 bps from talk of Libor plus 425 bps to 450 bps, but cut the Libor floor to 1.25% from 1.5%, according to a market source.

As before, the loan is being offered at an original issue discount of 99 and includes 101 soft call protection for one year.

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

Commitments from investors are still due on Thursday.

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 deal.

SRA being acquired

Proceeds from SRA's credit facility, $415 million of senior notes, equity and shares of SRA common stock contributed by the 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.

As a backup for the notes, the company has 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.

Closing 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.

Alere reworks deal

Also coming out with revisions was Alere, as it once again retranched its senior secured credit facility (Ba2/BB-), and this time pricing was increased, according to a market source.

The facility now consists of a $250 million revolver, a $625 million term loan A and a $300 million delayed-draw term loan A, all priced at Libor plus 275 bps with no Libor floor, and an $875 million term loan B priced at Libor plus 350 bps, with a 1% Libor floor and an original issue discount of 991/2.

Previously, the deal had been structured as a $250 million revolver, a $700 million term A and a $300 million delayed-draw term A, all talked at Libor plus 250 bps with no Libor floor, and a $750 million term B talked at Libor plus 300 bps to 325 bps, with a 1% Libor floor and a discount of 991/2.

And at launch, the deal was structured as a $250 million revolver, a $450 million A loan, a $100 million delayed-draw A loan, a $1 billion B loan and there was a $300 million delayed-draw B loan, with price talk on all tranches still to be determined.

Alere lead banks

Jefferies & Co., GE Capital Markets, Credit Suisse Securities (USA) LLC and Goldman Sachs & Co. are leading Alere's credit facility and were asking for recommitments by 3 p.m. ET on Monday.

The source added that the leverage-based pricing grid on all tranches was left unchanged. This gird specifies that when senior secured leverage is greater than 3.0 times, pricing increases by 25 bps, and when senior secured leverage is greater than 4.0 times, pricing increases by an additional 50 bps.

As a result of the changes to the trance sizes, the total deal is now $2.05 billion, up from a recent amount of $2 billion and down from an initial size of $2.1 billion.

Proceeds will be used to refinance existing debt, to fund the buyback of common stock and to add cash to the balance sheet.

Alere is a Waltham, Mass.-based provider of near-patient diagnosis, monitoring and health management to enable individuals to improve their health and quality of life at home.

Lawson tweaks term loan

Lawson Software made a number of changes, too, raising pricing on its $1.04 billion term loan (Ba3/B+) to Libor plus 525 bps from revised talk of Libor plus 500 bps and initial talk of Libor plus 450 bps, according to a market source.

Additionally, the original issue discount was moved to 96 from recent talk of 98 and initial talk of 98½ to 99, and 101 soft call protection against repricings was added for one year.

Furthermore, the maturity of the term loan was shortened to six years from seven years, and the excess cash flow sweep was increased to 75% initially from 50%, the source said.

Unchanged was the term loan's 1.5% Libor floor.

Commitments were due at 5 p.m. ET on Monday.

Banks holding Lawson debt

The underwriters on Lawson's credit facility, which include Credit Suisse Securities (USA) LLC, Bank of America Merrill Lynch, Morgan Stanley & Co. Inc., RBC Capital Markets LLC and Deutsche Bank Securities Inc., are holding $440 million of the term loan because of "prevailing market conditions" and hope to syndicate the remaining $600 million, the source added.

As part of this new syndication plan, the underwriters have agreed not to sell the term loan below the 96 issue price for a period of 120 days after closing. If the underwriting group sells any of its loans at a price below 96 before 120 days, all existing lenders on the trade date will be compensated for an amount equal to the difference between the trade price and the original issue price of 96.

The company's $1.115 billion senior secured credit facility also includes a $75 million five-year revolver (Ba3).

Lawson funding buyout

Proceeds from Lawson's credit facility will be used to help fund the purchase of Lawson by GGC Software Holdings Inc., an affiliate of Golden Gate Capital and Infor Global Solutions, for $11.25 per share in cash. The acquisition is valued at about $2 billion.

Other funds for the transaction will come from $560 million of senior unsecured notes and up to $618 million of equity.

Closing is expected in the third quarter, subject to approval of Lawson's stockholders and regulatory approvals.

Lawson Software is a St. Paul, Minn.-based enterprise software developer. Infor is an Alpharetta, Ga.-based provider of business software and services.

Alkermes flexes up

Alkermes told lenders on Monday that pricing on its $310 million six-year first-lien term loan B (BB) is moving to Libor plus 525 bps from talk of Libor plus 425 bps to 450 bps, and pricing on its $140 million seven-year second-lien term loan C (B) is moving to Libor plus 800 bps from talk of Libor plus 725 bps to 750 bps, according to a market source.

As before, the first-lien term loan has a 1.5% Libor floor, an original issue discount of 99 and 101 soft call protection for one year, and the second-lien term loan has a 1.5% Libor floor, a discount of 98 and call protection of 103 in year one, 102 in year two and 101 in year three.

The senior secured covenant-light term loans include a ticking fee of 75 bps from allocation through July 31, then half the funded spread from Aug.1 through Sept. 30 and the full spread thereafter.

Morgan Stanley & Co. Inc. and HSBC Securities (USA) Inc. are leading the credit facility and are asking for commitments by 5 p.m. ET on Tuesday, with the plan being to allocate later this week.

Alkermes merging with Elan

Proceeds from Alkermes' credit facility will be used to help fund its merger with Elan Drug Technologies to create Alkermes plc in a cash and stock transaction valued at about $960 million.

Specifically, Elan Corp. plc will receive $500 million in cash and 31.9 million ordinary shares of Alkermes plc common stock. Also, existing shareholders of Alkermes Inc. will receive one ordinary share of Alkermes plc in exchange for each share of Alkermes Inc. they own at the time of the merger.

Pro forma debt to EBITDA will be 4.6 times and net debt to adjusted EBITDA will be 2.5 times.

Closing is expected in September, subject to approval by Alkermes' stockholders and regulatory approvals, including antitrust approvals in the United States.

Alkermes plc will have headquarters in Dublin, Ireland. Alkermes Inc. is a Waltham, Mass.-based biotechnology company. Elan Drug Technologies is an Ireland-based drug delivery business.

Terex deal surfaces

In other news, Terex Corp. set a bank meeting for Tuesday to launch a proposed $1.25 billion credit facility that is being led by Credit Suisse Securities (USA) LLC, Goldman Sachs & Co., UBS Securities LLC and RBS Securities Inc., according to a market source.

The facility consists of a $500 million five-year revolver and a $750 million six-year term loan B talked at Libor plus 450 bps with a 1.5% Libor floor, an original issue discount of 99 and 101 soft call protection for one year, the source said.

Proceeds will be used to help fund Terex Industrial Holding AG's tender offer to purchase Demag Cranes AG for €45.50 per share.

Terex is a Westport, Conn.-based diversified manufacturer. Demag is a Dusseldorf, Germany-based provider of industrial cranes, crane components, harbor cranes and port automation technology.


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