National CineMedia, ProQuest, Global Tel tweak deals; Freescale, Insight add soft call; Brand breaks

By Sara Rosenberg

New York, Feb. 8 - National CineMedia LLC reduced pricing on its term loan and revised the step down, ProQuest Information and Learning reverse flexed pricing on its second-lien term loan and firmed up pricing on its first-lien debt at the low end of original guidance, and Global Tel*Link Corp. upsized again.

In other news, Freescale Semiconductor Inc. and Insight Midwest saw levels on their term loan B's improve as both companies added soft call protection to their repricing proposals, and Brand Energy & Infrastructure Services Inc.'s credit facility freed for trading.

National CineMedia went out with a reverse flex in pricing to its term loan B late in the morning Thursday and changed the condition under which pricing would step down, according to a market source.

The $725 million eight-year term loan B is now priced at Libor plus 175 basis points, down from original talk at launch of Libor plus 200 bps, the source said.

In addition, pricing on the term loan can now step down to Libor plus 150 bps when the corporate facility ratings are Ba3/BB- or better, the source continued. By comparison, the loan had originally been launched with a step down to Libor plus 175 bps that was going to be leverage based.

National CineMedia's $805 million senior secured credit facility (B1/B+) also includes an $80 million six-year revolver that is priced at Libor plus 175 bps.

Lehman, JPMorgan, Morgan Stanley and Credit Suisse are joint bookrunners on the deal, with Lehman and JPMorgan the joint lead arrangers and Lehman the left lead.

Proceeds from the term loan will be used to redeem preferred membership units of National CineMedia LLC and repay existing revolver debt.

The revolver will be available for general corporate purposes.

The credit facility is being done in conjunction with the company's initial public offering of 38 million common shares, which priced on Wednesday at $21 per share. The company had been expecting the shares to price somewhere in the range of $18 to $20 per share.

National CineMedia is a Centennial, Colo., operator of digital in-theatre networks. The company's founding members are AMC Entertainment Inc., Cinemark, Inc. and Regal Entertainment Group.

ProQuest flexes second-lien

ProQuest Information and Learning lowered pricing on its second-lien term loan by 75 bps and finalized pricing on its first-lien term loan and revolver at the tight end of talk, according to a market source.

The $60 million second-lien term loan is now priced at Libor plus 575 bps, down from original talk at launch that was in the Libor plus 650 bps area, the source said.

And, the $240 million first-lien term loan and $40 million revolver are priced at Libor plus 300 bps, the low end of original talk of Libor plus 300 to 325 bps, the source added.

Morgan Stanley and Goldman Sachs are the lead banks on the $340 million deal that will be used to fund Cambridge Information Group's acquisition of ProQuest Information and Learning from ProQuest Co. for about $222 million.

ProQuest Information is an Ann Arbor, Mich., collector, organizer and publisher of information for researchers, faculty and students in libraries and schools. Cambridge Information Group is a Bethesda, Md., privately owned group of information services companies and educational institutions.

Global Tel*Link ups term loan size

Global Tel*Link increased the size of its funded first-lien term loan once again, this time moving it to $120 million from a most recent size of $110 million and from an original size at launch of $100 million, according to a market source.

The additional funds are being used for a dividend, which was the same reason behind the first upsizing, the source said.

Pricing on the funded first-lien term loan was left unchanged at Libor plus 350 bps. At the time of the first upsizing, pricing on the loan had been reverse flexed from original talk of Libor plus 375 bps.

Global Tel*Link's now $240 million credit facility (B1/B+) also includes a $20 million revolver, a $10 million funded synthetic letter-of-credit facility, a $40 million delayed-draw for six months synthetic letter-of-credit facility and a $50 million delayed-draw for six months first-lien term loan, with all of these tranches priced at Libor plus 350 bps as well. Pricing on these loans was also reduced from original talk of Libor plus 375 bps earlier on in the syndication process.

The revolver has a 50 bps commitment fee.

The delayed-draw synthetic letter-of-credit facility and delayed-draw term loan both carry a delayed-draw fee of 100 bps in the first three months and 125 bps in months four to six.

Credit Suisse is the lead bank on the deal.

Proceeds from the funded institutional debt will be used to refinance about $75 million of existing debt and repurchase redeemable preferred stock held by The Gores Group, while proceeds from the delayed-draw tranches will be used to fund the acquisition of the former MCI's division serving corrections facilities.

The former MCI corrections division provides managed telecommunications services to state and county departments of correction, including customer service, call equipment management, billing and IT capabilities.

Global Tel*Link is a Mobile, Ala., specialized telecommunications company.

Hughes sets call protection

Hughes Network Systems, LLC's proposed $115 million senior unsecured term loan due April 15, 2014 will be non-callable for one year, then callable at 102 in year two and 101 in year three, according to an 8-K filed with the Securities and Exchange Commission Thursday.

Bear Stearns is the lead arranger and bookrunner on the deal that is set to launch with a bank meeting on Friday.

The term loan is being talked at Libor plus 275 bps.

Proceeds will be used to partially fund the purchase and/or construction of a satellite and/or for general corporate purposes.

Commitments are due from lenders on Feb. 16, with closing and funding targeted for Feb. 23.

Hughes Network is a wholly owned subsidiary of Hughes Communications Inc., a Germantown, Md.-based provider of broadband satellite network solutions and services.

Jacuzzi restructures

Jacuzzi Brands Inc. shifted some funds from its second-lien term loan into its first-lien term loan B and reduced pricing on all institutional tranches, according to a market source.

The seven-year term loan B (B1/B) is now sized at $170 million, up from $135 million, and pricing was lowered to Libor plus 225 bps from original talk of Libor plus 275 bps, the source said.

On the flip side, the 71/2-year second-lien term loan (B3/CCC+) is now sized at $150 million, down from $185 million, and pricing was lowered to Libor plus 600 bps from original talk of Libor plus 650 bps, the source continued.

In addition, pricing on the company's $15 million synthetic letter-of-credit facility (B1/B) was cut to Libor plus 225 bps from Libor plus 275 bps as well, the source added.

Jacuzzi's $450 million credit facility also includes a $115 million six-year asset-based revolver priced at Libor plus 150 bps.

Credit Suisse, Bank of America and UBS are the lead banks on the deals.

Proceeds are being used to help fund Apollo Management LP's recently completed leveraged buyout of the company.

Jacuzzi Brands is a West Palm Beach, Fla., manufacturer and distributor of branded bath and plumbing products for the residential, commercial and institutional markets.

Freescale, Insight up on added protection

Freescale Semiconductor and Insight Midwest both added 101 soft call protection for one year to their term loan B's on Thursday in connection with their repricing plans, causing trading levels on the debt to head higher, according to a trader.

Freescale's term loan B closed the session at par 7/8 bid, 101 1/8 offered, up from Wednesday's closing levels of par ¾ bid, 101 offered, and Insight's term loan B closed the session at 101 bid, 101¼ offered, up from Wednesday's levels of par 7/8 bid, 101 1/8 offered, the trader said.

Freescale just launched its repricing to investors with a conference call on Thursday, at which time the addition of the soft call was announced. The company is looking to take the term loan B spread down to Libor plus 175 bps from Libor plus 200 bps.

Meanwhile, Insight's repricing has been in the market for a couple of days now. The company is looking to take the term loan B spread down to Libor plus 200 bps from Libor plus 225 bps.

Citigroup and Credit Suisse are leading the Freescale repricing, and Bank of America and JPMorgan are leading the Insight repricing.

Freescale is an Austin, Texas, designer and manufacturer of embedded semiconductors for the automotive, consumer, industrial, networking and wireless markets. Insight is a New York-based cable television system operator.

Brand Energy frees to trade

In other trading news, Brand Energy & Infrastructure Services' credit facility hit the secondary with the $580 million first-lien term loan B (B1/B) quoted at 101 bid, 101¼ offered and the $300 million second-lien term loan (Caa1/CCC+) quoted at 102 bid, 102¼ offered, according to a trader.

The first-lien term loan B is priced at Libor plus 225 bps with a step down to Libor plus 200 bps when first-lien leverage drops below 3 times. During syndication, the tranche was upsized from $530 million and pricing was reverse flexed from original talk of Libor plus 250 to 275 bps, with the addition of the step.

The second-lien term loan is priced at Libor plus 600 bps. During syndication, the tranche was downsized from $350 million and pricing was reduced from talk of Libor plus 625 to 650 bps.

Brand Energy's $1.03 billion credit facility also includes a $125 million revolver (B1/B) and a $25 million synthetic letter-of-credit facility (B1/B), with both of these tranches priced at Libor plus 225 bps with a step down to Libor plus 200 bps when first-lien leverage drops below 3 times. During syndication, the revolver was downsized from $150 million and the synthetic-letter-of-credit facility was added to the capital structure, and pricing on the revolver came down from original talk of Libor plus 250 to 275 bps, with the addition of the step.

Morgan Stanley and Credit Suisse acted as the lead banks on the deal, with Morgan Stanley the left lead.

Proceeds were used to fund the leveraged buyout of the company by First Reserve Corp. from J.P. Morgan Partners, which was completed on Thursday.

Brand Energy & Infrastructure Services is a Kennesaw, Ga., provider of scaffolding services.

Evenflo closes

Weston Presidio completed its leveraged buyout of Evenflo Co. Inc. from Harvest Partners, according to a news release.

To help fund the LBO, Evenflo got a new $205 million credit facility consisting of a $40 million five-year revolver priced at Libor plus 250 bps, a $120 million six-year term loan B priced at Libor plus 250 bps with a step down to Libor plus 225 bps based on leverage and a $45 million seven-year second-lien term loan priced at Libor plus 600 bps.

The second-lien term loan carries call premiums of 102 in year one and 101 in year two.

During syndication, pricing on the second-lien loan was reverse flexed from original talk at launch of Libor plus 650 bps, and the step down in pricing was added to the first-lien term loan B.

Credit Suisse acted as the lead bank on the deal.

Evenflo is a Vandalia, Ohio, manufacturer and marketer of a full line of juvenile products.

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