Kinder, Dresser, Smart & Final, RGIS, Venoco, Local TV, Iconix, White Birch set talk; Carestream breaks

By Sara Rosenberg

New York, April 12 - Kinder Morgan Inc., Dresser Inc., Smart & Final Inc., RGIS Holdings LLC, Venoco Inc., Local TV LLC, Iconix Brand Group Inc. and White Birch Paper Co. came out with price talk on their credit facilities as all of these deals were launched with bank meetings during Thursday's session.

In other primary happenings, United Surgical Partners International Inc. lowered term loan pricing, Coach America added a maintenance covenant to its first-lien institutional bank debt, TNS Inc. adjusted price talk higher on its credit facility as ratings surfaced, Network Solutions Inc. upsized its term loan B, and RCN Corp. firmed up pricing.

Moving to the secondary market, Carestream Health Inc.'s credit facility freed up for trading, with the first-lien term loan B quoted atop par.

Kinder Morgan held a bank meeting on Thursday to kick off the retail syndication of its proposed $7.3 billion credit facility (Ba2/NA/BB), and in conjunction with the launch, price talk on the deal emerged, according to a market source.

The $2 billion 61/2-year term loan A and the $1 billion six-year revolver were both presented to lenders with talk of Libor plus 162.5 basis points, the $2.3 billion seven-year term loan B was presented with talk of Libor plus 150 bps to 175 bps, and the $2 billion three-year asset-sale bridge term loan C was presented with talk of Libor plus 137.5 bps, the source said.

Citigroup, Goldman Sachs, Deutsche Bank, Wachovia and Merrill Lynch are the lead banks on the deal.

Proceeds will be used to help fund the company's public-to-private buyout by management and equity investors.

Under the acquisition, Richard D. Kinder, chairman and chief executive officer, and other members of management, including co-founder Bill Morgan, current board members Fayez Sarofim and Mike Morgan, and investment partners Goldman Sachs Capital Partners, American International Group, Inc., the Carlyle Group and Riverstone Holdings LLC will acquire all of the outstanding common stock of Kinder Morgan for $107.50 per share in cash.

All in all, the transaction is valued at about $22 billion, including the assumption of about $7 billion of debt.

Kinder Morgan is a Houston-based energy infrastructure provider.

Dresser reveals opening pricing

Dresser presented its $2.05 billion credit facility to lenders on Thursday afternoon, with price talk on both the $1.15 billion first-lien term loan (B2/B) and the $150 million revolver (B2/B) set at Libor plus 250 bps, and price talk on the $750 million PIK toggle second-lien term loan (B3/CCC+) set at Libor plus 575 bps to 600 bps, according to a market source.

The second-lien term loan carries call protection of 102 in year one and 101 in year two, the source added.

Lehman, Morgan Stanley, Credit Suisse and UBS are the lead banks on the deal, with Lehman the left lead.

Proceeds will be used to help fund the acquisition of Dresser by Riverstone Holdings LLC, First Reserve and Lehman Brothers Co-Investment Partners.

Dresser is a Dallas-based provider of highly engineered infrastructure products for the energy industry.

Smart & Final spread talk

Smart & Final also released price talk on its $685 million credit facility in connection with its launch to lenders on Thursday, according to market sources.

The $200 million seven-year covenant-light funded first-lien term loan (B1) and the $160 million seven-year covenant-light delayed-draw first-lien term loan (B1) were both launched with talk of Libor plus 225 bps to 250 bps, the $150 million six-year asset-based revolver (Ba1) was launched with talk of Libor plus 150 bps and the $175 million 71/2-year second-lien PIK toggle term loan (B3) was launched with talk of Libor plus 575 bps cash pay, or Libor plus 650 bps if PIK is elected, sources said.

Second-lien call protection is 102 in year one and 101 in year two, the sources continued.

The revolver has a 25 bps commitment fee.

Possible pluses working for the deal include "long history [and] it has a somewhat protected competitive position because it owns the real estate in its markets, which isn't part of our collateral package," one fund manager remarked.

However, that fund manager then went on to say, "This will be an immediate turn down for us. It has it all: split collateral - ABL and CMBS - covenant-light, delayed-draw, new CEO [and] $22 million of adjustments to get to $99.8 million of adjusted EBITDA, so about a quarter turn of EBITDA is adjustments."

Credit Suisse, Bank of America and Bear Stearns are the joint lead arrangers and joint bookrunners on the deal.

Proceeds will be used to help fund the leveraged buyout of the company by Apollo Management, LP for $22.00 per share in cash. The estimated total enterprise value of the transaction, including the value of the company's existing debt obligations, net of cash, at Dec. 31 is $812.9 million.

Apollo has also entered into a stock purchase agreement with Paris-based Casino Guichard-Perrachon, SA, which owns about 55% of Smart & Final's common stock, to purchase the subsidiary of Groupe Casino, which directly owns 52.2% of Smart & Final's common stock. This transaction is conditioned on the concurrent closing of the Smart & Final leveraged buyout.

Smart & Final is a City of Commerce, Calif., operator of non-membership warehouse stores for food and foodservice supplies.

RGIS guidance surfaces

RGIS Holdings announced opening price talk on all tranches under its proposed $600 million credit facility (Ba3/B-) at Libor plus 250 bps at its afternoon bank meeting, according to a market source.

The facility consists of a $75 million revolver, a $500 million term loan and a $25 million delayed-draw term loan.

The revolver carries a 50 bps undrawn fee and the delayed-draw term loan carries a 75 bps undrawn fee, the source said.

Goldman Sachs is the lead bank on the deal. Wachovia has joined the transaction as administrative agent and General Electric Corp. has signed on as documentation agent, the source added.

Proceeds from the facility, along with mezzanine financing, will be used to help fund the Blackstone Group's acquisition of a controlling interest in the company. The current RGIS ownership group will retain a significant stake in the company post-close.

RGIS is an Auburn Hills, Mich., inventory and retail services company.

Venoco spread

Venoco launched its $500 million seven-year second-lien term loan with price talk of Libor plus 400 bps on Thursday, according to a syndicate document.

Credit Suisse and UBS are the lead banks on the deal.

Proceeds from the loan will be used to refinance Venoco's existing term loan, which was syndicated in order to fund the $456 million acquisition of TexCal Energy in March 2006, and to fund other recently announced acquisitions.

Venoco is a Denver-based independent oil and gas acquisition, exploration, exploitation and development company.

Local TV price talk

Continuing on the price talk front, Local TV revealed guidance of Libor plus 225 bps on both tranches under its $305 million senior secured credit facility as it too launched with a bank meeting during market hours, according to a market source.

Tranching on the deal is comprised of a $30 million six-year revolver and a $275 million six-year term loan.

UBS and Deutsche Bank are the joint lead arrangers on the deal.

Proceeds will be used to help fund Oak Hill Capital Partners' acquisition of the New York Times Co.'s Broadcast Media Group for $575 million.

The Broadcast Media Group comprises the following stations: WHO-TV in Des Moines, Iowa, KFSM-TV in Fort Smith, Ark., WHNT-TV in Huntsville, Ala., WREG-TV in Memphis, Tenn., WQAD-TV in Moline, Ill., WTKR-TV in Norfolk, Va., KFOR-TV in Oklahoma City, KAUT-TV in Oklahoma City and WNEP-TV in Scranton, Pa.

Iconix floats guidance

Iconix Brand Group launched its $212.5 million six-year senior secured term loan on Thursday afternoon with price talk set at Libor plus 200 bps to 225 bps, according to a market source.

Lehman Brothers is the lead bank on the deal.

Proceeds from the term loan, which has already been funded, were used to help fund the acquisition of Rocawear.

Iconix is a New York-based owner, licenser and marketer of consumer brands.

White Birch sets opening spread

White Birch Paper announced opening price talk of Libor plus 250 bps on its $550 million seven-year term loan B (B2) that was launched into syndication on Thursday, according to a market source.

Credit Suisse is the lead arranger on the deal, which will be used to refinance the company's senior secured first-lien term loan and senior secured second-lien term loan.

White Birch is a Toronto-based newsprint company.

CoCreate talk emerges

Last on the subject of price talk is CoCreate Software Inc. as guidance surfaced on its $193 million credit facility now that a bank meeting to launch the transaction took place this past Wednesday, according to a syndicate document.

The $8 million five-year revolver and the $125 million six-year term loan B are both being talked at Libor plus 250 bps, and the $60 million seven-year second-lien term loan is being talked at Libor plus 600 bps, according to a syndicate document.

The revolver had a 50 bps commitment fee.

Credit Suisse is the lead arranger on the deal.

Proceeds will be used for a recapitalization.

CoCreate Software is a Fort Collins, Colo., marketer of design, drafting and collaborative software for creating mechanical products.

United Surgical flexes

In other primary news, United Surgical Partners reduced pricing on its $430 million seven-year funded term loan B and its $100 million 18-month delayed-draw seven-year final maturity term loan to Libor plus 200 bps from original talk at launch of Libor plus 225 bps, according to a market source.

The funded term loan B was just upsized from $390 million on Wednesday after the company downsized its bond offering to $440 million from $480 million.

The delayed-draw term loan carries a 125 bps unused fee.

Pricing on the company's $100 million six-year revolver was left unchanged at Libor plus 225 bps with a 50 bps unused fee.

Citigroup, Lehman, SunTrust, UBS and Bear Stearns are the lead banks on the $630 million deal (Ba3/B).

Proceeds will be used to help fund Welsh, Carson, Anderson & Stowe's buyout of the company for $1.8 billion, which includes the assumption of certain debt. Holders of United Surgical common stock will receive $31.05 per share in cash for their shares.

United Surgical is an Addison, Texas, owner and operator of short-stay surgical facilities.

Coach America adds covenant

Coach America added a maintenance covenant to its first-lien institutional bank debt - specifically a leverage covenant - on Thursday morning, according to a market source.

The tranches to receive the new covenant include the $195 million funded first-lien term loan (B1/B), the $50 million delayed-draw for one year first-lien term loan (B1/B) and the $50 million synthetic letter-of-credit facility (B1/B).

Pricing on all of these tranches remains unchanged at Libor plus 275 bps. The delayed-draw loan carries a 125 bps undrawn fee.

Coach America's $380 million credit facility also includes a $55 million second-lien term loan (Caa1/CCC+) priced at Libor plus 600 bps with call protection of 102 in year one and 101 in year two.

Bear Stearns and RBS Securities are the joint lead arrangers on the deal, with Bear Stearns acting as bookrunner.

Proceeds will be used to fund Fenway Partners' acquisition of the company from Kohlberg & Co.

Coach America is a tour and charter bus operator and a motorcoach services provider.

TNS ups price talk

TNS increased price talk on both tranches under its $240 million senior secured credit facility to Libor plus 200 bps from Libor plus 175 bps as a result of ratings ending up at B1/BB-, according to a market source.

Tranching on the deal is comprised of a $15 million six-year revolver and a $225 million seven-year term loan B.

General Electric Capital Corp. is the lead bank on the facility that just launched into syndication with a bank meeting on Wednesday, although it actually closed at the end of March.

Proceeds from the revolver will be used for working capital needs and general corporate purposes, and the term loan B will be used to fund a $98.4 million special shareholder dividend and to repay the company's existing credit facility.

TNS is a Reston, Va.-based provider of business-critical, cost-effective data communications services for transaction-oriented applications.

Network Solutions upsizes

Network Solutions increased the size of its seven-year first-lien term loan B (B1/B) to $382.5 million from $340 million, while leaving pricing unchanged at Libor plus 250 bps, according to a market source.

The company's now $492.5 million (up from $450 million) credit facility also includes a $25 million six-year revolver (B1/B) priced at Libor plus 250 bps and an $85 million 71/2-year second-lien term loan (Caa1/CCC+) that was put away with private investors.

Deutsche Bank and Bank of America are the joint lead arrangers on the deal.

Proceeds will be used to finance a leveraged buyout of the company by General Atlantic LLP.

Network Solutions is a Herndon, Va., seller of Internet domain names and provider of related services.

RCN finalizes pricing

RCN solidified pricing on its $595 million credit facility, with both the revolver and the covenant-light term loan B ending up at the high end of original guidance, according to a market source.

The $75 million revolver is priced at Libor plus 200 bps, compared with original talk at launch of Libor plus 175 bps to 200 bps, and the $520 million term loan B is priced at Libor plus 225 bps, compared with original talk of Libor plus 200 bps to 225 bps, the source said.

Deutsche Bank, Citigroup and SocGen are the bookrunners on the deal, with Deutsche acting as sole lead arranger.

Proceeds will be used to refinance existing first-lien debt, to tender for second-lien convertibles and to pay a special dividend to shareholders.

RCN is a Herndon, Va.-based provider of video, data and voice services.

Adesa firms spreads, adds step

Adesa Inc. firmed up pricing on both tranches under its $1.865 billion senior secured credit facility (Ba3/B) at Libor plus 225 bps, the low end of original guidance of Libor plus 225 bps to 250 bps, according to a market source.

In addition, a step down was added to the term loan under which pricing can drop to Libor plus 200 bps if total leverage is below 4.75 times or corporate credit ratings of B1/B+ are obtained, the source said.

The facility consists of a $300 million revolver and a $1.565 billion covenant-light term loan B. The term loan B tranche was upsized by $75 million from $1.49 billion after the company downsized its bond offering by the equivalent amount.

Bear Stearns, UBS, Goldman Sachs and Deutsche Bank are the lead banks on the deal, with Bear Stearns the left lead.

Proceeds will be used to help fund the leveraged buyout of Adesa by Kelso & Co., GS Capital Partners, ValueAct Capital and Parthenon Capital for $27.85 per share in cash.

As part of the transaction, Insurance Auto Auctions, Inc., a Kelso and Parthenon Capital-owned provider of automotive salvage auction and claims processing services, will be combined with Adesa.

The total transaction value, including the contribution of Insurance Auto, the assumption or refinancing of about $700 million of debt and the payment of related fees and expenses, is $3.7 billion.

Adesa is a Carmel, Ind., provider of wholesale vehicle auctions and used vehicle dealer floorplan financing.

Carestream frees to trade

Over in the secondary market, Carestream Health's credit facility broke for trading, with the $1.5 billion six-year first-lien term loan B (Ba2/B+) quoted at par 1/8 bid, par 3/8 offered, according to a trader.

The term loan B is priced at Libor plus 200 bps. During syndication, pricing on the tranche was reverse flexed from original talk of Libor plus 225 bps.

Carestream's $2.09 billion credit facility also includes a $150 million five-year revolver (Ba2/B+) priced at Libor plus 200 bps with a 50 bps commitment fee and a $440 million 61/2-year second-lien term loan (B3/B) priced at Libor plus 525 bps. During syndication, pricing on the revolver was reduced from original talk of Libor plus 225 bps and pricing on the second-lien was reduced from original talk of Libor plus 550 bps to 600 bps.

The second-lien carries call protection of 101 in year one. During syndication, the call protection was revised from the originally proposed 102 in year one and 101 in year two.

Credit Suisse and Goldman Sachs are the joint lead arrangers on the deal.

Proceeds will be used to help fund Onex Healthcare Holdings Inc.'s acquisition of Eastman Kodak Co.'s health group business, which consists of Kodak's medical, dental and molecular imaging systems businesses.

Under the transaction agreement, Onex Healthcare, a subsidiary of Onex Corp., is buying the Rochester, N.Y.-based health care business for up to $2.55 billion, consisting of an initial payment of $2.35 billion in cash plus up to $200 million more if Onex achieves certain returns with respect to its investment.

BioReliance closes

Avista Capital Partners completed its buyout of BioReliance Corp. from Invitrogen Corp. for about $210 million, according to a company news release.

To help fund the transaction, BioReliance got a new $155 million senior secured credit facility consisting of a $15 million U.S. revolver (B1/B+), a $5 million U.K. revolver (B1/B+), a $55 million U.S. term loan (B1/B+) priced at Libor plus 275 bps, a $40 million U.K. term loan (B1/B+) priced at Libor plus 275 bps and a $40 million second-lien term loan (Caa1/B-) priced at Libor plus 600 bps.

UBS acted as the lead bank on the deal.

BioReliance is a Rockville, Md., contract service organization providing biological safety testing, toxicology, viral manufacturing and laboratory animal diagnostic services to the pharmaceutical and biopharmaceutical industries.

MacDermid closes

The leveraged buyout of MacDermid Inc. by Daniel H. Leever, the company's chairman and chief executive officer, and investment funds managed by Court Square Capital Partners and Weston Presidio has been completed, according to a news release.

To help fund the leveraged buyout, MacDermid got a new $660 million senior secured credit facility (B1/B+) consisting of a $360 million seven-year covenant-light term loan B priced at Libor plus 200 bps, a $250 million euro-equivalent seven-year covenant-light term loan B priced at Euribor plus 225 bps and a $50 million six-year revolver priced at Libor plus 225 bps with a 50 bps commitment fee.

During syndication, the overall term loan B was upsized from $510 million with $250 million carved out as a euro tranche, pricing on the U.S. term loan B was lowered from Libor plus 225 bps to 250 bps, and pricing on the revolver firmed up at the low end of the original Libor plus 225 bps to 250 bps talk.

The revolver has trigger covenants that kick in when more than $10 million is outstanding under the tranche.

Credit Suisse, Goldman Sachs, Bear Stearns, CIBC and RBS Securities acted as the lead banks on the credit facility, with Credit Suisse the left lead.

MacDermid is a Denver-based specialty chemical manufacturer.

Ashford closes

Ashford Hospitality Trust Inc. closed on its new $525 million credit facility consisting of a $325 million term loan priced at Libor plus 150 bps and a $200 million three-year revolver with pricing that can range from Libor plus 155 bps to 195 bps depending on the loan-to-value ratio, according to a company news release.

Wachovia acted as the lead bank on the deal.

Proceeds were used to help fund the acquisition of a 51-hotel, 13,640-room (net after joint venture adjustment) hotel portfolio from CNL Hotels and Resorts for approximately $2.4 billion in total consideration.

Ashford is a Dallas-based real estate investment trust focused on the hospitality industry.

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