Swift Transportation, Solera, H3C set talk; Itron trims spread, adds step down

By Sara Rosenberg

New York, April 19 - Swift Transportation Co. Inc. and Solera Holdings LLC released price talk on their credit facilities as both deals were launched with bank meetings during the Thursday session.

Also on the pricing front, H3C Holdings Ltd. came out with official guidance on its in-market deal now that private ratings were received.

Meanwhile, in other primary happenings, Itron Inc. reverse flexed pricing on its U.S. and euro term loans and added a step down to the two tranches that is based on leverage.

Swift Transportation held a bank meeting on Thursday with a 1:30 p.m. ET start at the W Hotel in New York to kick off the retail syndication of its proposed $2.17 billion senior secured credit facility (B1), and in conjunction with the launch, price talk on the transaction emerged, according to a market source.

Both the $1.72 billion seven-year first-lien term loan B and the $450 million five-year revolver were launched to investors with opening price talk of Libor plus 250 basis points to 275 bps, the source said.

Morgan Stanley, Wachovia and JPMorgan are joint lead arrangers, joint bookrunners and co-syndication agents on the deal, with Morgan Stanley the left lead.

Proceeds will be used to help fund the buyout of Swift by Jerry Moyes, the company's largest shareholder, a current director and former chairman of the board and chief executive officer.

Under the acquisition agreement, Moyes and some of his family members will acquire Swift in an all-cash transaction valued at $2.74 billion, including the assumption of about $332 million of net debt. Swift stockholders will receive $31.55 in cash per share.

Other acquisition financing will come from $835 million of second-lien senior secured floating- and fixed-rate notes, the source added.

Based on adjusted EBITDA of $462 million for the last 12 months ended March 31, first-lien term loan B leverage is 3.7 times and total leverage is 5.5 times.

No official word on structure or price talk had been available on the facility prior to Thursday; however, filings with the Securities and Exchange Commission had outlined the deal as a $450 million five-year revolver expected at Libor plus 275 bps with a 50 bps commitment fee, a $1.69 billion seven-year first-lien term loan B expected at Libor plus 275 bps and an $835 million eight-year second-lien term loan expected at Libor plus 625 bps with call premiums of 102 in year one and 101 in year two.

Swift is a Phoenix truckload carrier.

Solera price talk

Another deal to announce price talk on Thursday was Solera, as it too presented its credit facility to lenders with a bank meeting during market hours, according to an informed source.

The new $607.5 million term loan B tranche was launched with price talk of Libor plus 200 bps, the source said.

The term loan B will be divided into a U.S. and a euro tranche. The U.S. and euro split is still to be determined, but the loan is currently expected to be between 50% to 60% euro, the source added.

Solera's $657.5 million amended and restated senior credit facility (B1/B+) also includes an existing $50 million revolver.

Goldman Sachs and Citigroup are the joint bookrunners on the deal, with Goldman the lead arranger.

Proceeds will be used to refinance existing debt, including a $240 million term loan B, a €220 million term loan B, a €165 million second-lien term loan and an €80 million mezzanine financing.

The facility is being done in connection with the company's initial public offering of common stock.

Solera is a San Ramon, Calif., provider of software and services to the automobile insurance claims processing industry.

H3C guidance surfaces

Continuing on the subject of price talk, H3C Holdings came out with official guidance of Libor plus 250 bps to 275 bps on its in-market $430 million 51/2-year senior secured term loan now that the syndicate has received private, and confidential, ratings on the transaction, according to a market source.

Previously, some market sources had heard that the loan was being talked at Libor plus 225 bps to 250 bps, but that guidance was never the official talk on the deal, the source added.

Goldman Sachs is the lead arranger, bookrunner, administrative agent and syndication agent on the deal, which was launched with a bank meeting in late March.

Proceeds will be used to finance a portion of the purchase price for 3Com Corp.'s acquisition of 49% of its China-based joint venture, Huawei-3Com Co., Ltd. from an affiliate of Huawei Technologies.

H3C is an indirect wholly owned subsidiary of 3Com, a Marlborough, Mass.-based provider of secure and converged networking solutions.

Merisant add-on talk

Merisant Co.'s $85 million three-year term loan B add-on (B3) is being talked at Libor plus 350 bps, according to a syndicate document.

Credit Suisse is the sole lead arranger and bookrunner on the deal that was launched with a bank meeting this past Tuesday.

Proceeds from the add-on will be used to prepay all outstanding obligations under the company's second-lien loan.

In addition, the company plans to amend and restate its existing senior credit facility to provide more flexibility to continue to stabilize and then grow its business and to strengthen its balance sheet.

Merisant is a Chicago-based marketer of low-calorie tabletop sweeteners.

SkillSoft spreads

SkillSoft plc is talking both tranches under its proposed $225 million credit facility (B2) at Libor plus 250 bps to 275 bps, according to a syndicate document.

By comparison, prior to the launch of the deal, a syndicate document had both tranches talked at Libor plus 225 bps.

Tranching on the deal is comprised of a $25 million five-year revolver and a $200 million six-year term loan B.

The revolver has a 50 bps commitment fee.

Credit Suisse is the lead bank on the deal, which launched with a bank meeting this past Tuesday.

Proceeds will be used to fund the acquisition of NETg from the Thomson Corp. for about $285 million.

SkillSoft is a Nashua, N.H., provider of e-learning and performance support services for global enterprises, government, education and small to medium-sized businesses. NETg is a Scottsdale, Ariz., developer of e-learning courses for information technology, desktop skills and professional development.

Itron flexes, adds step

In other primary news, Itron reduced pricing on its $605 million first-lien term loan and €335 million first-lien term loan by 25 bps and added a leverage-based step down, according to a market source.

The two term loans are now priced at Libor/Euribor plus 200 bps, down from original talk at launch of Libor/Euribor plus 225 bps, and pricing can now step down to Libor/Euribor plus 175 bps if leverage is less than 4.5 times, the source said.

Itron's $1.2 billion senior secured credit facility (Ba3/B+) also includes a £50 million first-lien term loan and a $115 million multicurrency revolver.

UBS Securities LLC acted as the lead bank on the deal, which was used to help fund the recently completed acquisition of Actaris Metering Systems for €800 million, plus the retirement of about €445 million of debt, which totals about $1.7 billion.

Itron is a Liberty Lake, Wash., provider of hardware, software and services to integrate the creation, measurement, collection, management, application and forecasting of data for electric, gas and water utilities. Actaris is a Luxembourg-based gas and water metering company.

Sun Healthcare closes

Sun Healthcare Group, Inc. closed on its new $485 million senior secured credit facility (Ba2/B), according to a company news release.

The facility consists of a $50 million six-year revolver, a $70 million seven-year synthetic letter-of-credit facility, a $55 million delayed-draw seven-year term loan and a $310 million seven-year term loan B, with all tranches priced at Libor plus 200 bps.

During syndication, the synthetic letter-of-credit facility was upsized from $40 million, the term loan B was upsized from $290 million and pricing on all tranches was reverse flexed from original talk at launch of Libor plus 225 bps.

The revolver carries a 50 bps commitment fee.

Credit Suisse, CIBC and UBS acted as the lead banks on the deal, with Credit Suisse the left lead.

Proceeds were used to help fund the acquisition of Harborside Healthcare Corp., a nursing and long-term care company, from Investcorp for about $350 million in cash plus the refinancing or assumption of about $275 million in debt.

Sun Healthcare is an Irvine, Calif., operator of long-term and post-acute care facilities and provider of therapy, medical staffing, home care and hospice services.

Huntsman closes

Huntsman International LLC closed on its $1.64 billion covenant-light seven-year term loan B (BB) due April 2014, according to a company news release.

The term loan is priced at Libor plus 175 bps.

Deutsche Bank and Credit Suisse acted as the lead banks on the deal, which was used to refinance the existing term loan B.

With this refinancing, the company was able to increase the restricted payments basket for certain types of payments and increase the capacity for additional term loan borrowings.

Huntsman is a Salt Lake City-based manufacturer and marketer of commodity and differentiated chemicals.

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