Phoenix Services breaks; Intrawest, Windsor revise deals; Air Medical finalizes pricing

By Sara Rosenberg

New York, Nov. 28 - Phoenix Services LLC's (Metal Services LLC) credit facility made its way into the secondary market on Wednesday afternoon, with the term loan quoted above its original issue discount price.

Over in the primary, Intrawest raised coupons on its first- and second-lien debt and also adjusted discount and call premiums on the first-lien term loan, Windsor Financing LLC revised pricing, the Libor floor, call protection and maturity on its term loan B, and Air Medical Group Holdings Inc. finalized the spread on its term loan at the low end of guidance.

Also, Tribune Co., PVH Corp., Alliant Insurance Services Inc. (Alliant Holdings I) and Sensata Technologies BV revealed price talk on their transactions that were presented to investors during the session, and Sequa Corp. and Custom Building Products disclosed new deal plans.

Phoenix frees up

Phoenix Services' credit facility broke for trading on Wednesday, with the $275 million 41/2-year first-lien term loan quoted at 98½ bid, 99 offered, according to a market source.

Pricing on the term loan is Libor plus 650 basis points with a 1.25% Libor floor, and it was sold at an original issue discount of 98. There is soft call protection of 102 in year one and 101 in year two.

During syndication, pricing on the loan was flexed up from revised talk of Libor plus 625 bps and initial talk of Libor plus 525 bps, the discount widened from 99, and the soft call protection was changed from just 101 for one year.

The company's $305 million credit facility (B1/B) also includes a $30 million four-year revolver.

Credit Suisse Securities (USA) LLC and Morgan Stanley Senior Funding Inc. are leading the deal that will be used to refinance existing debt.

Phoenix Services is a Kennett Square, Pa.-based provider of steel mill services and a processor of slag and co-products from steel mills and foundries.

Intrawest lifts spreads

Switching to the primary, Intrawest raised pricing on its $425 million five-year first-lien term B (B+) to Libor plus 575 bps from Libor plus 500 bps, widened the original issue discount to 98½ from 99 and revised the soft call protection to 102 in year one and 101 in year two, from just 101 in year one, according to a market source, who said the 1.25% Libor floor was left unchanged

Also, pricing on the $55 million five-year first-lien letter-of-credit facility (B+) was flexed to Libor plus 575 bps from Libor plus 500 bps, the source continued. This tranche has no Libor floor.

In addition, the $150 million six-year second-lien term loan (CCC) saw a bump in coupon to Libor plus 900 bps from talk of Libor plus 850 bps to 875 bps, while the 1.25% Libor floor, original issue discount of 98 and call protection of non-callable for one year, then at 102 in year two and 101 in year three were left intact.

Intrawest repaying debt

Proceeds from Intrawest's $650 million credit facility, which also includes a $20 million five-year super-priority revolver (B+), will be used to refinance existing debt.

Covenants on the revolver, letter-of-credit facility and term loan B are total leverage, interest coverage and capital expenditures, and the second-lien loan has a total leverage covenant.

Goldman Sachs & Co. is the lead bank on the deal that will result in first-lien leverage of 4.1 times and total leverage of 5.8 times.

Recommitments are due by the end of the day on Thursday, the source remarked.

Intrawest is an operator of ski resorts and luxury adventure travel brands, including Abercrombie & Kent.

Windsor reworks loan

Windsor Financing raised the coupon on its $246 million term loan B (Ba2/BB+) to Libor plus 500 bps from talk of Libor plus 375 bps to 400 bps and widened the Libor floor to 1.25% from 1%, while leaving the original issue discount at 99, according to a market source.

Also, the maturity was changed to five years from seven years and the loan is now non-callable for 18 months, then at 102 for months 19 to 30 and 101 for months 31 to 42, compared to just having 101 soft call protection for one year before, the source said.

The loan includes a 50% excess cash flow sweep and a 1.2 times debt service coverage ratio, and amortizes at a rate of 1% per annum.

Lead bank, Morgan Stanley Senior Funding Inc., is seeking recommitments by noon ET on Friday.

Proceeds will refinance senior secured and subordinated secured notes and fund reserve accounts.

Windsor is a Charlotte, N.C.-based limited liability company that finances the operations of some electric and steam generating plants.

Air Medical firms coupon

Air Medical set pricing on its $205 million 51/2-year senior secured term loan (B2/B) at Libor plus 525 bps, the low end of the Libor plus 525 bps to 550 bps talk, according to a market source.

As before, the loan has a 1.25% Libor floor, an original issue discount of 99 and soft call protection of 102 in year one and 101 in year two.

Commitments were due at 5 p.m. ET on Wednesday and allocations are expected to go out on Thursday afternoon, the source said.

Barclays Capital Inc., J.P. Morgan Securities LLC, Morgan Stanley Senior Funding Inc., Bank of America Merrill Lynch and Citigroup Global Markets Inc. are leading the deal that will be used to fund the acquisition of Reach Medical Holdings LLC.

Total leverage is 4.8 times.

Boca Raton, Fla.-based Air Medical and Santa Rosa, Calif.-based Reach are providers of emergency air medical services.

Tribune talk emerges

In more primary happenings, Tribune held a bank meeting on Wednesday morning to kick off syndication on its exit financing credit facility, and shortly before the launch, price talk on the term loan was announced, according to a market source.

The $1.1 billion seven-year term loan is talked at Libor plus 350 bps with a 1% Libor floor, an original issue discount of 99 and 101 soft call protection for one year, the source said.

Also included in the $1.4 billion deal is a $300 million five-year ABL revolver that, based on court documents, is expected to be priced at Libor plus 150 bps.

J.P. Morgan Securities LLC, Citigroup Global Markets Inc., Deutsche Bank Securities Inc. Credit Suisse Securities (USA) LLC and Bank of America Merrill Lynch are leading the facility, with JPMorgan the left lead on the term loan and Bank of America the left lead on the revolver.

Proceeds will be used by the Chicago-based media company to fund cash plan distributions for some creditors and operations after its plan of reorganization takes effect.

PVH pricing

PVH launched on Wednesday its $1,875,000,000 seven-year term loan B with talk of Libor plus 275 bps to 300 bps with a 0.75% Libor floor and an original issue discount of 991/2, according to a market source.

In addition, the company's $750 million five-year revolver and $1.2 billion five-year term loan A were launched at Libor plus 200 bps, the source said. Pricing can range from Libor plus 150 bps to 225 bps based on leverage.

The revolver and term loan A are being offered with upfront fees of 50 bps for commitments of $100 million, 40 bps for commitments of $75 million, 30 bps for commitments of $50 million and 20 bps for commitments of less than $50 million.

Commitments for the $3,825,000,000 senior secured credit facility (Ba1/BBB-) are due at 5 p.m. ET on Dec. 12.

PVH buying Warnaco

Proceeds from PVH's credit facility will help fund the cash portion of the roughly $2.9 billion acquisition of Warnaco Group Inc., refinance debt at both companies and provide liquidity going forward. Warnaco stockholders will receive $51.75 per share in cash and 0.1822 of a share of PVH common stock for each share of Warnaco common stock.

Closing on the acquisition is expected early next year, subject to customary conditions, including Warnaco stockholder approval and regulatory approvals.

Barclays, Bank of America Merrill Lynch, Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC and RBC Capital Markets LLC are leading the credit facility.

Net senior secured leverage is 2.1 times, net total leverage is 3 times and lease-adjusted leverage is 3.9 times, the source added.

Bridgewater, N.J.-based PVH and New York-based Warnaco are apparel companies.

Alliant releases guidance

Alliant Insurance Services came out with talk on its $680 million seven-year term loan B at Libor plus 400 bps to 425 bps with a 1.25% Libor floor, an original issue discount of 99 and 101 soft call protection for one year ahead of its afternoon bank meeting, according to a market source.

J.P. Morgan Securities LLC, UBS Securities LLC, Bank of America Merrill Lynch, Morgan Stanley Funding Inc. and RBC Capital Markets LLC are the lead banks on the $780 million credit facility, which also provides for a $100 million five-year ABL revolver.

Proceeds will be used to help fund the purchase of the company by Kohlberg Kravis Roberts & Co. LP from Blackstone. Management and employees will roll over a substantial portion of their 45% investment in the company with the buyout.

Closing is expected this quarter, subject to certain conditions.

Alliant is a Newport Beach, Calif.-based specialty insurance brokerage firm.

Sensata launches

Sensata Technologies launched the repricing of its $1,086,250,000 term loan, under which it is looking to take the spread down to Libor plus 275 bps from Libor plus 300 bps, according to a market source. The 1% Libor floor is being left intact.

The repriced loan will have 101 soft call protection for one year.

With the repricing, the company is seeking an amendment to its credit facility to eliminate the excess cash sweep for 2012, adjust the prepayment percentage grid, eliminate the Korean guarantors and include Belgian guarantors, the source added.

Signature pages are due at noon ET on Tuesday.

Morgan Stanley Senior Funding Inc. and Barclays Capital Inc. are leading the deal.

Sensata is an Attleboro, Mass.-based designer and manufacturer of sensors and controls.

Golden Gaming size surfaces

Golden Gaming disclosed that its senior first-lien term loan (B) is sized at $200 million as the deal was launched with a bank meeting in the afternoon, according to a market source.

Price talk on the loan came out earlier this week at Libor plus 750 bps to 775 bps with a 1.25% Libor floor and an original issue discount of 98. The loan has 101 soft call protection for one year, the source said.

Commitments are due on Dec. 12.

Macquarie Capital is leading the deal that will be used to refinance existing first-and second-lien loan borrowings.

Leverage is 4.8 times.

Golden Gaming is an owner and operator of casinos, gaming taverns and slot routes in Nevada, all of which are focused primarily on catering to the locals market.

Sequa coming soon

Sequa set a bank meeting for 10:30 a.m. ET in New York on Friday to launch a $1.5 billion 41/2-year senior secured credit facility that consists of a $200 million revolver and a $1.3 billion term loan B, according to a market source.

Barclays, Credit Suisse Securities (USA) LLC, Citigroup Global Markets Inc., HSBC Securities (USA) Inc., J.P. Morgan Securities LLC, Goldman Sachs & Co., Morgan Stanley Senior Funding Inc. and RBC Capital Markets LLC are leading the deal.

Proceeds will be used to replace the existing capital structure, and as part of the refinancing, the company is tendering for its $500 million 11¾% senior notes due 2015 and its roughly $258 million 13½% senior PIK notes due 2015. The tender offers are scheduled to expire on Dec. 26.

Leverage is 4 times on a senior secured basis and 5.3 times total, the source added.

Sequa is a Tampa, Fla.-based diversified industrial company that operates in the aerospace and metal coatings industries.

Custom Building readies deal

Custom Building Products scheduled a bank meeting for Friday to launch a $345 million credit facility that will be used to refinance existing debt and fund a dividend, according to a market source.

The facility consists of a $30 million five-year revolver and a $315 million seven-year term loan B, the source said, adding that the B loan has 101 soft call protection for one year.

Bank of America Merrill Lynch and RBC Capital Markets LLC are leading the deal.

Custom Building Products is a Seal Beach, Calif.-based provider of installation solutions for tile and stone.

FTI Consulting closes

In other news, FTI Consulting Inc. completed its $350 million five-year senior secured revolving credit facility, according to a news release.

Bank of America Merrill Lynch, J.P. Morgan Securities LLC and HSBC Securities (USA) Inc. acted as the joint lead arrangers on the deal.

Proceeds were used to refinance a $250 million credit facility that was set to mature on Sept. 25, 2015 and are available for general corporate purposes.

FTI is a West Palm Beach, Fla.-based business advisory firm.

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