Getty tweaks deal; Fox sets talk; Booz changes well received; Express Energy filling up; Cash, LCDX slide

By Sara Rosenberg

New York, June 24 - Getty Images Inc. made some changes to its credit facility, including lowering pricing and tightening the original issue discount, and Fox Acquisition Sub LLC came out with price talk on its credit facility as the deal was launched during Tuesday's market hours.

In other news, Booz Allen Hamilton Inc.'s recently revised credit facility structure is being met with strong demand from investors, enough so that the deal is still well oversubscribed, Express Energy Services is seeing a good amount of orders flow in on its credit facility ahead of next week's deadline, and Hologic Inc. has good momentum as well.

Over in the secondary market, cash in general and LCDX 10 headed lower on continued concerns over the economy.

Getty Images announced some revisions to its credit facility as a result of the deal being more than two times oversubscribed, such as lower pricing on all tranches, a pricing step down on the term loan and a lower discount price on the term loan, according to a market source.

Both the $75 million five-year revolver and the $970 million seven-year term loan are now priced at Libor plus 400 basis points, down from initial talk at launch of Libor plus 425 bps, the source said. Like before, the revolver has a 50 bps commitment fee.

Also, the term loan now can see pricing step down to Libor plus 375 bps when leverage is less than 2.25 times, the source continued.

And, the original issue discount on the term loan was tightened to 97½ from initial guidance of 97, the source remarked.

The 3.25% Libor floor that both the revolver and the term loan carry was left unchanged.

Lenders are being asked to recommit to the deal by no later than Wednesday.

Originally the term loan was broken down into a $265 million 40-day delayed-draw tranche and a $705 million funded tranche, with both pieces basically being marketed as one term loan. However, now there's basically no more delayed-draw piece as it's expected to fund pretty much right away, the source added.

Barclays, GE Capital and RBS Securities are the joint bookrunners on the $1.045 billion senior secured deal (BB), with Barclays and GE acting as co-lead arrangers. GE is the administrative agent.

Financial covenants include a maximum total leverage ratio and a minimum consolidated interest coverage ratio.

Proceeds will be used to help fund the buyout of the company by Hellman & Friedman LLC for $34 per share in cash. The transaction is valued at $2.4 billion, including the assumption of existing debt.

Other financing will come from up to $941.3 million in equity.

Completion of the transaction is expected to occur in the second quarter, subject to shareholder approval and other customary closing conditions. The deal is not subject to a financing condition.

The company's stockholders approved the buyout at a special meeting on June 20.

Getty Images is a Seattle-based creator and distributor of still imagery, footage and multi-media products, and a provider of other forms of digital content.

Fox Acquisition talk emerges

Fox Acquisition held a bank meeting on Tuesday morning to kick off syndication on its $535 million credit facility, and in connection with the launch, price talk was announced, according to a market source.

Both the $50 million revolver and the $485 million term loan B were presented to lenders with talk of Libor plus 425 bps, the source said.

The term loan B has 101 soft call protection for one year and a 3% Libor floor through Sept. 30, 2009, after which the floor increases to 3.25% from Oct. 1, 2009 through Sept. 30, 2011, the source remarked.

Furthermore, the term loan B is being offered to investors at an original issue discount of 97, the source added.

Deutsche Bank, UBS Securities, Bank of America and BNP Paribas are the lead banks on the deal, with Deutsche the left lead.

Proceeds from the credit facility, along with $230 million of senior notes, will be used to help fund Oak Hill Capital Partners acquisition of eight FOX network affiliated television stations from News Corp. for about $1.1 billion in cash.

The stations include WJW in Cleveland, KDVR in Denver, KTVI in St. Louis, WDAF in Kansas City, Mo., WITI in Milwaukee, KSTU in Salt Lake City, WBRC in Birmingham, Ala., and WGHP in Greensboro, N.C.

The transaction is expected to be completed in the third quarter.

Booz Allen book stays strong

Syndication of Booz Allen's credit facility is still going extremely well with enough recommitments coming in from lenders following last week's changes to keep the transaction nicely oversubscribed and very little reduction being seen in the book, according to a market source.

Lenders had until the end of the day on Tuesday to get their recommitments in on the deal, the source said.

Given where the deal is, the banks currently have no plans to hold a formal retail launch for the credit facility, the source added. The deal has been shopped to early round investors for a few weeks now.

The $810 million credit facility (Ba2/BB) consists of a $100 million revolver priced at Libor plus 400 bps, a $125 million term loan A priced at Libor plus 400 bps and a $585 million seven-year term loan B priced at Libor plus 450 bps.

The term loan A and the term loan B are being sold to investors at an original issue discount of 98, and the term loan B carries a 3% Libor floor.

Late last week, the term loan A had been downsized from $250 million and the term loan B had been upsized from $460 million as a result of strong demand for the institutional paper.

Also last week, pricing on the term loan B was reduced from initial talk of Libor plus 475 bps, and the original issue discount on the term loan A and the term loan B tightened from initial guidance of 97.

Bank of America, Credit Suisse and Lehman Brothers are the joint lead arrangers and joint bookrunners on the deal that will be used to help fund the buyout of Booz Allen Hamilton Inc.'s U.S. government business by Carlyle Group for $2.54 billion.

The U.S. government business, based in McLean, Va., has more than 18,000 employees in 80 offices worldwide, generating annual net revenues in excess of $2.7 billion.

Other acquisition financing will come from $550 million of eight-year mezzanine debt.

Leverage through the bank deal will be around the low-3s, and total leverage will be around the mid-5s.

The buyout has to close at the end of a month. Given that it's currently late June, the deal will most likely end up closing at the end of July.

Completion of the transaction is subject to shareholder and regulatory approvals and other customary closing conditions.

Express Energy nets orders

Express Energy's credit facility is moving along in the right direction as the book already looks like it's in good shape and orders keep coming in from investors, according to a market source.

The source explained that there are two types of investors working on this transaction - the existing lender group, which already knows the company and tend to place their commitments quickly, and news guys who take a little bit more time to commit since they have more credit work to complete.

There was just over $100 million in orders prior to the deal's actual June 17 bank meeting that primarily came from existing guys and more orders from existing and new lenders have surfaced since then.

Lenders still have a week to get in on the deal, which has a commitment deadline of July 1, the source added.

The $360 million credit facility (B2/B) consists of a $35 million five-year revolver and a $325 million five-year first-lien term loan, with both tranches talked at Libor plus 525 bps with a 3.25% Libor floor.

The term loan B is being offered to lenders at an original issue discount of 98 and carries 101 soft call protection for one year.

Credit Suisse and Lehman are the joint lead arrangers on the deal that will be used to help fund Macquarie's purchase of a majority interest in the company.

Leverage is 2.7 times on a run rate basis.

Express Energy is a Houston-based provider of oilfield services.

Hologic going well

Hologic's credit facility is "coming along great" since first officially launching into syndication on June 18, creating the expectation that the deal "will get done well," according to a market source.

The $800 million credit facility consists of a $200 million revolver talked at Libor plus 250 bps, a $450 million term loan A talked at Libor plus 250 bps and a $150 million term loan B talked at Libor plus 325 bps.

The upfront fee on the term loan A is 1 bps per $1 million.

On the term loan B, lenders are being offered an original issue discount of 99.

The structure on the deal as outlined by the credit facility commitment letter was slightly different, with the entire $600 million of term loan debt said to be a term loan A tranche with initial pricing on it and the revolver expected at Libor plus 275 bps.

The company, however, said in a filing with the Securities and Exchange Commission that the term loan A was expected to carry pricing in the area of Libor plus 250 bps to 275 bps with a potential for some modest upfront fee.

Goldman Sachs is the lead arranger and bookrunner on the deal that will be used to help fund the acquisition of Third Wave Technologies Inc. for $11.25 per share, or about $580 million.

Depending on whether the company needs to extend the tender offer period and on the timing of HSR review, it may be able to close the acquisition in the early to mid-August time frame.

Hologic is a Bedford, Mass.-based developer, manufacturer and supplier of diagnostics, medical imaging systems and surgical products dedicated to serving the health care needs of women. Third Wave is a Madison, Wis.-based provider of DNA and RNA analysis products to clinical, research and agricultural customers.

Speedy Cash wraps up

Speedy Cash completed syndication on its $75.5 million credit facility at pricing of Libor plus 900 bps with a 4% Libor floor and an original issue discount of 98, according to a market source.

Tranching on the deal is comprised of a $10 million revolver and a $65.5 million term loan.

Jefferies acted as the lead bank on the facility that is being used to help fund a minority sponsor investment by Friedman Fleischer & Lowe.

Speedy Cash is a Wichita, Kan., retailer of alternative financial services.

Cash, LCDX trade down

Moving to trading news, the overall cash market and LCDX 10 were both weaker on Tuesday as investors continue to fret over the state of the economy, according to a trader.

Cash was down about a quarter of a point across the board and LCDX was quoted at 97.90 bid, 98 offered, down from 98.50 bid, 98.60 offered, the trader said.

As has been the case for a little while now, the auto sector felt the pressure as well and "autos tend to react more. Certainly more dependant on the economy," the trader remarked.

General Motors Corp., a Detroit-based automotive company, saw its term loan quoted at 85¾ bid, 86¾ offered, down from 86¼ bid, 87¼ offered on Monday, the trader continued.

Ford Motor Co., a Dearborn, Mich.-based automotive company, saw its term loan quoted at 80¾ bid, 81¾ offered, down from 81½ bid, 82¼ offered.

Chrysler Financial Services LLC, a provider of financial services for vehicles in the NAFTA region, saw its first-lien term loan quoted at 85 bid, 86 offered, down from 85½ bid, 86½ offered, and its second-lien term loan quoted at 72 bid, 74 offered, down from 73 bid, 75 offered.

And, Chrysler LLC (Auto), a producer and seller of Chrysler, Dodge and Jeep vehicles, saw its term loan quoted at 54 bid, 56 offered, down from 56 bid, 58 offered, the trader added.

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