MSCI, Aspect, Live Nation break; RCN Cable floats talk; Wendy's OID, IMG guidance emerge

By Sara Rosenberg

New York, May 5 - MSCI Inc.'s, Aspect Software Inc.'s and Live Nation Entertainment Inc.'s credit facilities allocated and freed up for trading during Wednesday's market hours, with the companies' term loans quoted above their original issue discount prices.

Over in the primary market, RCN Cable revised the size of its term loan B and started circulating price talk as the buyout financing deal is getting ready for its upcoming bank meeting, and the company's already in-market Metro Fiber credit facility has been catching some attention from investors.

Also, Wendy's/Arby's Restaurants LLC came out with original issue discount talk on its term loan in conjunction with the deal's launch, and guidance on IMG Worldwide Inc.'s term loan B surfaced on the back of its bank meeting.

Furthermore, Village Roadshow has pushed off the commitment deadline for its credit facility since lenders were just posted on the company's private ratings and, therefore, are being provided with more time to evaluate the transaction.

MSCI frees to trade

MSCI's credit facility hit the secondary market on Wednesday afternoon, with the $1.275 billion six-year term loan B quoted by one trader at par 1/8 bid, par 5/8 offered, and by two other traders at par ¼ bid, par ¾ offered.

Pricing on the term loan B is Libor plus 325 basis points with a step-down to Libor plus 300 bps at 2.75 times leverage and a 1.5% Libor floor, and it was sold at an original issue discount of 991/2.

During syndication, pricing on the oversubscribed term loan was reduced from Libor plus 350 bps, the step-down was added and the discount was tightened from 99.

Morgan Stanley is the lead arranger and bookrunner on the $1.375 billion senior secured credit facility (Ba2/BB+), which also includes a $100 million five-year revolver. Credit Suisse is the syndication agent, and Bank of America is the documentation agent.

Covenants include a minimum interest coverage ratio and a maximum total leverage ratio.

MSCI buying RiskMetrics

Proceeds from MSCI's credit facility will be used to help finance the acquisition of RiskMetrics Group Inc., to refinance existing senior secured credit facilities at MSCI and RiskMetrics and to fund the ongoing working capital of the company.

Under the agreement, MSCI is purchasing RiskMetrics in a cash-and-stock transaction valued at $21.75 per share based on MSCI's closing price of $29.98 per share on Feb. 26, or $1.55 billion.

The offer consists of $16.35 in cash and 0.1802 of a share of MSCI per RiskMetrics share.

Closing is expected in mid to late June, subject to approval of RiskMetrics shareholders, antitrust clearance and receipt of financing.

MSCI is a New York-based provider of investment decision support tools to investment institutions. RiskMetrics is a New York-based provider of risk management and corporate governance products and services to the financial community.

Aspect Software breaks

Another deal to begin trading was Aspect Software, with its $500 million six-year term loan B quoted at 99¾ bid, par ¼ offered on the open and then moving up to par ¼ bid, par 5/8 offered, according to one trader. A second trader was quoting the loan at par bid, par ½ offered.

Pricing on the term loan B is Libor plus 450 bps with a step-down to Libor plus 425 bps when leverage is less than 3.5 times and a 1.75% Libor floor, and it was sold at an original issue discount of 99.

During syndication, the pricing step down was added and the discount was reduced from 981/2.

JPMorgan is the lead bank on the $530 million refinancing credit facility (Ba3/B+), which also includes a $30 million four-year revolver.

Aspect Software is a Chelmsford, Mass.-based software and IT services firm.

Live Nation begins trading

Live Nation also freed up for trading, with the $800 million 61/2-year term loan B quoted at 99¾ bid, par ¼ offered on the break and then moving up to par ¼ bid, par ¾ offered, according to traders.

Pricing on the term loan is Libor plus 300 bps with a step-down to Libor plus 275 bps when leverage is less than 2.75 times and a 1.5% Libor floor, and the paper was sold at an original issue discount of 991/2.

During syndication, pricing was lowered from Libor plus 325 bps with the addition of the step-down, and the discount firmed at the tight end of the initial 99 to 99½ guidance.

Live Nation's $1.2 billion senior secured credit facility (Ba2/BB-) also includes a $300 million revolver and a $100 million 51/2-year term loan A, with both of these tranches priced at Libor plus 300 bps.

The revolver has a 50 bps commitment fee.

Live Nation lead banks

JPMorgan, Goldman Sachs and Deutsche Bank are the lead banks on Live Nation's credit facility, with JPMorgan the left lead.

Covenants include a maximum leverage ratio and a minimum interest coverage ratio.

As was previously reported, Live Nation sold $250 million of senior notes that will be used with the new credit facility to repay its existing credit facility and the credit facility of its wholly owned subsidiary, Ticketmaster Entertainment LLC.

The completion of the notes offering is conditioned on the entry into the new credit facility.

Live Nation is a Beverly Hills, Calif.-based producer of live music concerts.

RCN Cable revises size

Moving to the primary, RCN Cable reduced the size of its six-year term loan B to $560 million from the initially expected $580 million, but left the five-year revolver size unchanged at $40 million, a market source told Prospect News on Wednesday.

The downsizing is a result of increased cash flow at RCN coupled with fewer shares to purchase than was originally thought in the buyout of the company by ABRY Partners, the source explained.

A bank meeting to kick off syndication on the now $600 million, down from $620 million, deal is scheduled to take place this Friday.

SunTrust, GE Capital and Société Générale are the bookrunners on the deal, with SunTrust the left lead and the administrative agent.

Expected ratings on the facility are high single-Bs, and the hope is that firm ratings will be coming out shortly.

RCN Cable reveals talk

With the bank meeting fast approaching, price talk on RCN Cable's credit facility began making its way around the market.

The revolver and the term loan B are being guided at Libor plus 375 bps with a 1.75% Libor floor, the source said.

In addition, the term loan B is being offered at an original issue discount of 99.

Proceeds from the RCN Cable credit facility, along with a $265 million credit facility at RCN's fiber business as well as equity, will be used to fund RCN's buyout in a transaction valued at $1.2 billion, including the assumption of debt. RCN stockholders will be receiving $15 per share.

Closing on the transaction is expected in the second half of this year, subject to receipt of stockholder approval, regulatory approvals and satisfaction of other customary conditions. The acquisition is not subject to any financing condition.

A special meeting of stockholders to vote on the buyout is scheduled for May 19.

RCN Metro Fiber net interest

The RCN Metro Fiber credit facility was already launched to lenders this past Friday and, since then, it has been getting a good reception, the source remarked.

"Going very well so far. Tickets are starting to trickle in," the source added.

The Metro Fiber facility consists of a $25 million five-year revolver and a $240 million six-year term loan.

Price talk on the term loan is Libor plus 450 bps with a 2% Libor floor and an original issue discount of 981/2.

Expected ratings on the Fiber facility are mid single-Bs.

Like the Cable facility, the Fiber deal is being led by SunTrust, GE Capital and Société Générale, with SunTrust the left lead and the administrative agent.

RCN is a Herndon, Va.-based broadband services provider.

Wendy's releases OID

Wendy's/Arby's Restaurants held a bank meeting on Wednesday to kick off syndication on its proposed credit facility, and in connection with the launch, the original issue discount on the term loan was announced, according to a market source.

The $500 million seven-year term loan is being offered at an original issue discount of 99 and the tranche includes a 1.5% Libor floor, the source said.

As was previously reported, price talk on the term loan is Libor plus 325 bps to 350 bps.

The company's $650 million senior secured credit facility also includes a $150 million five-year revolver.

Bank of America and Citigroup are the lead banks on the deal that will be used to refinance the company's existing credit facility, redeem $200 million of Wendy's International Inc. 6.25% senior notes due 2011 and for general corporate purposes.

Wendy's/Arby's is an Atlanta-based quick-service restaurant company.

IMG sets guidance

Price talk on IMG Worldwide's $300 million five-year term loan B emerged now that the company has held its bank meeting, which took place on Tuesday at the St. Regis in New York.

The term loan B is being talked at Libor plus 425 bps with a 1.75% Libor floor and an original issue discount of 981/2, the source said.

JPMorgan and Deutsche Bank are the lead banks on the deal that will be used to refinance existing debt and for general corporate purposes.

Expected ratings on the loan are Ba2/B+.

Commitments are due on May 17.

IMG is a New York-based provider of sports and event marketing and management services.

Village Roadshow keeping books open

In more loan happenings, Village Roadshow delayed the commitment deadline for its $1 billion credit facility to May 11 from Thursday since private ratings for the deal were just posted on Tuesday night, according to a buyside source.

The facility consists of a $250 million refinancing revolver talked at Libor plus 400 bps, a $250 million new film revolver talked at Libor plus 425 bps and a $500 million refinancing term loan talked at Libor plus 400 bps.

All tranches include a 1.5% Libor floor, and the term loan is being offered at an original issue discount of 99.

JPMorgan, Bank of America and Rabobank are the lead banks on the deal.

Village Roadshow is an Australian-based company that operates in theme parks and attractions, movie, radio and music.

Omnicare gets orders

Talk is that Omnicare Inc.'s $350 million five-year revolving credit facility (BBB-) has seen "strong demand from lenders" since launching late last month, according to a market source.

The revolver is priced at Libor plus 325 bps with a 50 bps unused fee, the source said.

SunTrust, JPMorgan, Barclays and Citigroup are the bookrunners on the deal, with SunTrust the left lead.

Proceeds will be used for general corporate purposes.

Senior leverage is around 1.43 times and total leverage is around 3.64 times.

Omnicare is a Covington, Ky.-based pharmaceutical services company.

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