Noranda, Champion Window, Tribune, Six Flags float talk; OSI tweaks deal; Delta breaks

By Sara Rosenberg

New York, April 25 - Noranda Aluminum Acquisition Corp. and Champion Window Manufacturing Inc. came out with price talk on their credit facilities as both deals were launched with bank meetings during Wednesday's session.

Also on the price talk front, Tribune Co. and Six Flags Inc. both began circulating guidance on their new deals in preparation for their upcoming Thursday bank meetings.

In other primary news, OSI Restaurant Partners Inc. made some changes to its credit facility, including upsizing its term loan, lowering price talk on the term loan and pre-funded revolver and adding a step down to those two tranches.

Meanwhile, in the secondary, Delta Air Lines, Inc.'s credit facility freed up for trading, with the first-lien term loan quoted atop par and the second-lien term loan quoted atop 101.

Noranda Aluminum held a bank meeting on Wednesday afternoon to kick off syndication on its proposed $750 million credit facility, and in connection with the launch, price talk on the institutional debt was announced, according to a market source.

The $500 million seven-year term loan B was presented to lenders with talk of Libor plus 200 basis points to 225 bps, the source said.

No price talk was given on the $250 million six-year revolver, the source added.

Merrill Lynch, Citigroup and Goldman Sachs are the lead banks on the deal, with Merrill Lynch the left lead.

Proceeds will be used to help fund Apollo Management LP's acquisition of Xstrata Aluminum from Xstrata plc for a total cash consideration of $1.15 billion.

Xstrata Aluminum was created from the former Falconbridge Group's aluminum assets, known as Noranda Aluminum, following Xstrata's acquisition of Falconbridge Ltd. in 2006.

Noranda Aluminum comprises a 100% owned primary smelter in New Madrid, Tenn., and three modern rolling mills in Tennessee, North Carolina and Arkansas, together with a 50% interest in the Gramercy aluminum refinery in Louisiana and St. Ann bauxite mine in Jamaica, both of which are owned through a joint venture with Century Aluminum Inc.

Champion Window price talk

Champion Window Manufacturing also launched its credit facility to investors on Wednesday, presenting its $230 million first-lien term loan with talk of Libor plus 225 bps, according to market sources.

The company's $350 million credit facility also includes a $20 million revolver and a $100 million second-lien term loan.

Bank of America is the lead bank on the deal.

Champion is a Cincinnati-based manufacturer of custom-built, vinyl-framed replacement windows and doors.

Tribune guidance emerges

Continuing on the price talk theme, Tribune is talking its soon-to-be-launched $7.015 billion seven-year term loan, $263 million seven-year delayed-draw term loan and $750 million six-year revolver at Libor plus 250 bps, according to a market source.

The funded and delayed-draw term loans will be sold to investors as a strip, the source continued.

The revolver carries a 50 bps undrawn fee.

Tribune's $10.133 billion senior secured credit facility (Ba2/BB-), which is set to launch with a bank meeting on Thursday, also includes a $2.105 billion seven-year incremental term loan.

The incremental term loan is not being syndicated at this time, the source added.

JPMorgan, Merrill Lynch, Citigroup and Bank of America are the joint lead arrangers and joint bookrunners on the deal, with JPMorgan administrative agent, Merrill Lynch syndicate agent and Citigroup and Bank of America co-documentation agents.

Proceeds from the facility, along with $2.1 billion of notes, will be used to help fund the company's public-to-private transaction.

In the first stage of the public-to-private transaction, Tribune will complete a cash tender offer for about 126 million shares at $34 per share and refinance its existing credit facilities. This stock tender offer commenced on Wednesday and will expire on May 24.

In the second stage, Tribune will buy all the remaining outstanding shares of the company. This part of the transaction is expected to be completed in the fourth quarter.

Tribune's existing publicly traded bonds are expected to remain outstanding.

The going-private transaction is being supported by Sam Zell with a $315 million investment.

Upon completion of the transaction, the company will be privately held, with an Employee Stock Ownership Plan holding all of Tribune's then-outstanding common stock and Zell holding a subordinated note and a warrant entitling him to acquire 40% of Tribune's common stock.

Tribune is a Chicago-based media company.

Six Flags floats talk

Six Flags guidance also started making its way around the market as it too is getting ready to launch with a bank meeting on Thursday, according to a buyside source, who said that the $800 million term loan B due April 2015 is being talked at Libor plus 250 bps.

The company's $1.1 billion senior secured credit facility (Ba3) also includes a $300 million revolver due March 2013.

JPMorgan, Credit Suisse and Lehman Brothers are the joint lead arrangers and joint bookrunners on the deal, with JPMorgan administrative agent, and Credit Suisse and Lehman co-syndication agents.

Proceeds will be used to refinance amounts outstanding under the company's existing credit facility, which consists of a $637 million term loan B, a $300 million revolver and an $82.5 million multi-currency facility. Any remaining proceeds will be used for working capital and general corporate purposes.

Six Flags is a New York-based regional theme park company.

OSI upsizes, cuts price talk

OSI Restaurant came out with some changes to its credit facility, including upsizing the term loan by $150 million after downsizing its bond offering by the equivalent amount, reducing price talk on the term loan and the pre-funded revolver and adding a step down provision to those tranches, according to market sources.

The seven-year term loan is now sized at $1.23 billion, up from $1.08 billion, price talk was revised to Libor plus 212.5 bps to 225 bps from original talk at launch of Libor plus 250 bps, and the spread now has the ability to step down by 25 bps when a corporate family rating of B1 is achieved, sources said.

Like the term loan, price talk on the $100 million six-year pre-funded revolver was changed to Libor plus 212.5 bps to 225 bps from original talk at launch of Libor plus 250 bps, and the spread now has the ability to step down by 25 bps when a corporate family rating of B1 is achieved.

The step down would be "a long way off considering outlook is negative on B2", a buyside source added.

The pricing changes were not completely unexpected as rumors were circulating earlier this week about a potential flex to the term loan to Libor plus 225 bps, with the addition of a step down to Libor plus 200 bps, due to the tranche being four times oversubscribed.

OSI's now $1.48 billion (up from $1.33 billion) senior secured credit facility (Ba3/BB-) also includes a $150 million six-year revolver that is priced at Libor plus 250 bps.

Deutsche Bank and Bank of America are the lead banks on the deal, with Deutsche the left lead.

Proceeds will be used to help fund the leveraged buyout of the company by an investor group comprised of Bain Capital Partners, LLC, Catterton Partners and company founders Chris T. Sullivan, Robert D. Basham and J. Timothy Gannon.

The total transaction value, including assumed debt, is $3.2 billion, with OSI stockholders receiving $40 per share in cash.

Other leveraged buyout financing will come from $550 million (down from $700 million) in high-yield notes, real estate financings, $827.3 million in cash equity and $217.5 million in rollover equity.

OSI is a Tampa, Fla., casual dining restaurant company with a portfolio of brands, including Outback Steakhouse, Carrabba's Italian Grill, Bonefish Grill, Fleming's Prime Steakhouse & Wine Bar, Roy's, Lee Roy Selmon's, Blue Coral Seafood & Spirits and Cheeseburger in Paradise.

Smart & Final ups talk

Smart & Final Inc. increased price talk on its first- and second-lien term loans, according to a market source.

The $200 million seven-year covenant-light funded first-lien term loan (B1/B) and the $160 million seven-year covenant-light delayed-draw first-lien term loan (B1/B) are now both being talked at Libor plus 275 bps to 300 bps, up from original talk at launch of Libor plus 225 bps to 250 bps, the source said.

In addition, the $175 million 71/2-year second-lien PIK toggle term loan (B3/CCC) is now being talked at Libor plus 600 bps to 625 bps cash pay, up from original talk at launch of Libor plus 575 bps cash pay, the source continued.

On the second-lien loan, if PIK is elected pricing will be 75 bps higher than the cash pay rate. So, the new PIK price talk is Libor plus 675 bps to 700 bps, up from Libor plus 650 bps, the source explained.

Second-lien call protection is 102 in year one and 101 in year two.

Smart & Final's $685 million credit facility also includes a $150 million six-year asset-based revolver (Ba1) talked at Libor plus 150 bps with a 25 bps commitment fee.

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 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.

CPG pulls deal

CPG Finance Inc. cancelled its plans for a $130 million senior unsecured holdco PIK term loan (Caa2/CCC), according to a market source.

The PIK loan, which was launched to investors during the first week of April, was being talked at Libor plus 700 to 750 basis points and was being offered with an original issue discount of 99.

Goldman Sachs and Bank of America were acting as the lead banks on the deal.

Proceeds were going to be used to pay a dividend to shareholders.

CPG is an indirect parent of Exopack Holding Corp., a Spartanburg, S.C., manufacturer of flexible packaging material.

Delta frees to trade

Moving to the secondary market, Delta's exit financing credit facility broke for trading, with the $600 million five-year first-lien term loan A (B+) quoted at par 3/8 bid, par ¾ offered throughout the session, according to a trader.

Meanwhile, the company's $900 million seven-year second-lien term loan B (B-) was quoted at 101 bid, 101½ offered on the open and then moved up to 101¼ bid, 101¾ offered, where it closed out the day, the trader added.

The first-lien term loan A is priced at Libor plus 200 bps and the second-lien term loan is priced at Libor plus 325 bps.

During syndication, the first-lien term loan A was upsized from $500 million and pricing firmed up at the low end of original guidance of Libor plus 200 bps to 225 bps, and the second-lien term loan B was downsized from $1 billion and pricing was reduced from original talk at launch of Libor plus 350 bps.

Delta's $2.5 billion credit facility also includes a $1 billion five-year revolver (B+) that is priced at Libor plus 200 bps - also the low end of original guidance of Libor plus 200 bps to 225 bps.

JPMorgan, Goldman Sachs, Merrill Lynch, Lehman Brothers, UBS and Barclays Capital are the lead banks on the deal, with JPMorgan the left lead on the first-lien debt and Goldman Sachs the left lead on the second-lien debt.

Security will be substantially all of the first-priority collateral in the existing debtor-in-possession facility.

Proceeds will be used to repay the Atlanta-based airline company's $2.1 billion DIP facility led by GE Capital and American Express, to make other payments required upon exit from bankruptcy and to increase its cash balance.

On Wednesday, Delta announced that the U.S. Bankruptcy Court for the Southern District of New York confirmed its plans of reorganization, which is now expected to become effective on April 30.

Maguire closes

Maguire Properties Inc. closed on its new $530 million credit facility (Ba3/BB-) consisting of a $400 million five-year term loan B and a $130 million four-year revolver, according to a company news release.

Both the term loan B and the revolver are priced at Libor plus 200 bps. The revolver has a 50 bps commitment fee.

During syndication, the term loan B was downsized from $625 million as the company completed a new $550 million 10-year fixed-rate, interest-only financing at a rate of 5.68% on its Wells Fargo Tower property. The refinancing resulted in about $290 million of net proceeds to Maguire, of which $225 million was used to reduce the amount of term loan B funds needed. In addition, the revolver was downsized from $200 million.

Credit Suisse, Lehman Brothers and Merrill Lynch acted as the joint bookrunners on the deal, with Credit Suisse the lead arranger.

Proceeds from the facility, along with 2.27 billion of new mortgage financing, $223 million in bridge financing and the refinancing proceeds, were used to fund the acquisition from the Blackstone Group of all the properties in Orange County and downtown Los Angeles that were part of the former Equity Office Properties portfolio.

Maguire is a Los Angeles-based real estate investment trust.

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