Six Flags, Christie/AIX, Buffets break; Calpine dips; USIC, Medical set talk; ASG tweaks deal

By Sara Rosenberg

New York, April 21 - Six Flags Theme Parks Inc., Christie/AIX Inc. and Buffets Holdings Inc. allocated and freed up for trading on Wednesday, with levels on the companies' term loans seen above the original issue discount prices at which they were sold during syndication.

Additionally in trading, Calpine Corp.'s term loan headed lower after the company announced plans to acquire power generation assets from Pepco Holdings Inc. using new bank debt.

Over in the primary market, United States Infrastructure Corp. (USIC) and Medical Properties Trust Inc. came out with price talk on their credit facilities as the transactions were presented to lenders during the session, and ASG Consolidated LLC revised pricing on its in-market deal.

Also, Phillips-Van Heusen Corp.'s credit facility has been met with a large amount of demand from investors, creating the expectation that pricing will come at the low end of talk, and Scotsman Industries Inc. is going so well that rumor is that there may be a flex coming up.

Six Flags frees to trade

Six Flags Theme Parks' amended exit credit facility hit the secondary market during Wednesday's trading hours, with the first-lien term loan quoted in the par context and the second-lien term loan wrapping around 103, according to traders.

Specifically, the $770 million six-year term loan was quoted by one trader at 99½ bid on the break and then moving up to 99 7/8 bid, par 5/8 offered, by a second trader at par bid, par ½ offered and by a third trader at par 1/8 bid, par 5/8 offered.

And, the $250 million 61/2-year second-lien term loan was quoted by one trader at 102¼ bid, 103½ offered and by a second trader at 102½ bid, 103¼ offered.

Six Flags pricing details

Six Flags' first-lien term loan is priced at Libor plus 400 basis points with a 2% Libor floor, and it was sold at an original issue discount of 99, which is the tight end of the initial 98½ to 99 guidance. There is 101 soft call protection for one year.

The second-lien term loan is priced at Libor plus 725 bps, after flexing down from Libor plus 800 bps, with a 2.5% Libor floor, which was increased from 2%. It was sold at an original issue discount of 98½ that was reduced from initial talk of 97. There is hard call protection of 103 in year one, 102 in year two and 101 in year three.

The term loans are part of an amended exit credit facility that was revised to accommodate the company's new plan of reorganization.

Six Flags getting revolver

Under the amended exit facility, Six Flags is also getting a $120 million five-year revolver with an allowance for an additional $30 million in revolver commitments in the future.

Originally, the company was only going to get a $100 million revolver, a $730 million first-lien term loan priced at Libor plus 375 bps with a 2% Libor floor and an original issue discount of 99, and no second-lien term loan to fund its exit from Chapter 11.

Proceeds from the credit facility will be used to repay debt and for general corporate purposes. The $40 million of incremental first-lien term loan debt under the revised plan will be used to repay an existing TW loan.

JPMorgan is the administrative agent on the revolver and first-lien term loan, and Goldman Sachs is the administrative agent on the second-lien term loan.

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

Christie/AIX breaks

Also freeing up for trading was Christie/AIX's $172.5 million six-year senior secured term loan, with levels quoted at 99½ bid, par offered, according to a market source.

Pricing on the oversubscribed term loan ended up in line with initial talk at Libor plus 350 bps with a 1.75% Libor floor, and it was sold at an original issue discount of 99.

SG and GE Capital are the joint lead arrangers and bookrunners on the deal that will be used to refinance existing debt.

Christie/AIX is a wholly owned subsidiary of Cinedigm Digital Cinema Corp., a Morristown, N.J.-based provider of digital cinema platforms. The company was formed in June 2005 to implement the rollout of digital projection screens.

Buffets starts trading

Buffets Holdings' $245 million five-year first-lien term loan (B3/B-) was yet another deal to free up for trading, with levels quoted at 98 bid, 99 offered, according to a market source.

Pricing on the term loan is Libor plus 800 bps cash plus 200 bps PIK, with a 2% Libor floor, and it was sold at an original issue discount of 97. There is call protection of 105 in year one, 103 in year two and 101 in year three.

During syndication, the term loan was downsized from $250 million, and the call protection was sweetened from 102 in year one and 101 in year two.

Credit Suisse is the lead bank on the deal that will be used to refinance the company's existing first- and second-lien exit facility.

Buffets is an Eagan, Minn.-based steak-buffet restaurant company.

Calpine softens

Calpine's term loan lost ground in trading after the company revealed that it is purchasing power generation assets from Pepco Holdings and that to fund the transaction, it has put in place a commitment for a new $1.4 billion credit facility, according to a trader.

The term loan was quoted at 96½ bid, 97½ offered, down from 97½ bid, 98½ offered, the trader said.

"Probably because of extra debt and just pressure on it," the trader remarked in explanation of the downward movement. "Hasn't traded much lately so [with] anything that may seem negative, people are probably like 'Sell, sell, sell,' " he added.

Under the acquisition agreement, Calpine is buying the 4,490 MW of power generation assets from Pepco for $1.65 billion plus adjustments.

Calpine plans credit facility

Calpine's proposed credit facility, which consists of a $1.3 billion amortizing seven-year term loan and a $100 million revolver, is being led by Credit Suisse, Citigroup and Deutsche Bank.

Officials said in a conference call that the new debt will reside at the subsidiary level, which means that it will not need to obtain an amendment from existing term loan holders to complete the transaction. It also allows the company to take advantage of the lower cost of capital of subsidiary-level financing without sacrificing flexibility.

Closing on the acquisition is expected to take place by June 30, subject to customary conditions, approval from the Federal Energy Regulatory Commission and antitrust review under the Hart-Scott-Rodino Act. No shareholder approval is required.

Calpine is a Houston-based power generation company.

USIC price talk

Moving to the primary market, United States Infrastructure held a "very well attended" bank meeting on Wednesday to kick off syndication on its proposed $158.5 million five-year credit facility, and in connection with the launch, price talk was announced, according to a source.

Both the $45 million revolver and a $113.5 million term loan were launched with talk of Libor plus 425 bps with a 1.5% Libor floor and are being offered at an original issue discount of 981/2, the source said.

The deal is expected to go very well, especially given that the company has an existing bank group, the source added.

GE Capital and BNP Paribas are the lead banks on the deal that will be used to help fund the buyout of the company by Omers from Kohlberg & Co.

USIC is a Carmel, Ind.-based provider of utility infrastructure locating services.

Medical Properties guidance emerges

Medical Properties Trust also held a bank meeting on Wednesday to launch its credit facility, and it, too, came out with price talk in conjunction with the launch, according to a market source.

The $150 million term loan was presented with talk of Libor plus 350 bps with a 1.5% Libor floor and an original issue discount of 99, the source said.

The company's $450 million credit facility also includes a $300 million revolver, which, as of April 12, already had a total of $230 million in commitments towards it from five lenders.

JPMorgan, KeyBank and RBC are the lead banks on the deal that will be used for general corporate purposes, including the repayment of debt and funding future acquisitions and investments.

Medical Properties is a Birmingham, Ala.-based self-advised real estate investment trust focused on net-leased health care facilities.

ASG reworks pricing

ASG Consolidated came out with some changes to its $475 million credit facility (Ba3/BB-), including lowering pricing on all tranches and cutting the original issue discount on the term loan, according to a market source.

Both the $390 million term loan and the $85 million revolver are now priced at Libor plus 400 bps, down from initial talk of Libor plus 450 bps, the source said.

And, the original issue discount on the term loan was lowered to 99 from 981/2, the source continued.

Both the term loan and the revolver still include a 1.5% Libor floor.

ASG refinancing debt

Proceeds from ASG Consolidated's credit facility, along with $275 million of subordinated notes and $125 million of holdco notes, will be used to refinance existing debt.

As part of this refinancing, on Tuesday, the company commenced a cash tender offer for any and all of its 11½% senior discount notes due 2011.

The tender offer will expire on May 17.

Bank of America, Wells Fargo and DNB are the lead banks on the credit facility and are asking for commitments by Friday.

ASG Consolidated is a Seattle-based harvester, processor, preparer and supplier of seafood.

Phillips-Van Heusen well met

Phillips-Van Heusen's credit facility is already heavily oversubscribed since launching last week, and, as a result, the term loan B is "definitely expected at the tight end of talk," according to a market source.

The $1.5 billion six-year term loan B was launched to lenders with talk of Libor plus 325 bps to 350 bps on the U.S. piece, and the euro piece will price 25 bps wider than the U.S. loan, so it is being talked at Euribor plus 350 bps to 375 bps, the source continued.

Included in the term loan B is a 1.75% Libor floor, and it is being offered at an original issue discount of 99.

Currently, the term loan B is targeted to be comprised of two-thirds dollar and one-third euro.

Phillips-Van Heusen pro rata details

Phillips-Van Heusen's $2.45 billion senior secured credit facility (Ba2/BBB) also includes a $450 million five-year revolver and a $500 million five-year term loan A, with both tranches talked at Libor plus 300 bps on the U.S. debt and Euribor plus 325 bps on the foreign debt.

The term loan A has a 1.75% Libor floor, while the revolver has no floor.

Upfront fees on the revolver and the term loan A are 100 bps on allocation for a $40 million commitment and 50 bps on allocation for a $20 million commitment.

The revolver is a multi-currency deal and the term loan A is expected to be 50% dollars and 50% euro.

A senior managing agent round for the revolver and term loan A commenced in March, and that process, which wrapped up around the time of the retail launch, resulted in 10 banks signing on to agent roles.

Phillips-Van Heusen lead banks

Barclays Capital and Deutsche Bank are the global debt coordinators and bookrunners on Phillips-Van Heusen's credit facility, with Barclays the left lead. Other bookrunners include Bank of America, Credit Suisse and RBC Capital Markets.

Commitments are due on April 28.

Proceeds will be used to help fund the acquisition of Tommy Hilfiger BV from Apax Partners LP for €2.2 billion, or about $3 billion, plus the assumption of €100 million in liabilities, and to refinance Phillips-Van Heusen's $300 million of existing senior unsecured notes due in 2011 and 2013.

The consideration to be paid to Apax includes €1.924 billion in cash and €276 million in Phillips-Van Heusen common stock.

Phillips-Van Heusen selling notes

Phillips-Van Heusen also plans on issuing $525 million of senior notes, completing a $275 million common stock offering and selling $200 million of perpetual convertible preferred stock to fund the acquisition as well.

Initially it was thought that the bonds would be sized at $600 million and the common stock offering would be $200 million, but the company opted to go with more equity and less debt.

In addition, the company will use $326 million of cash on hand for acquisition financing.

Closing of the transaction is anticipated for the company's second fiscal quarter, subject to receipt of financing and other customary conditions, including receipt of required regulatory approvals.

On April 2, the U.S. Department of Justice and Federal Trade Commission granted early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act for the acquisition. Certain required foreign regulatory approvals are still needed.

New York-based Phillips-Van Heusen and Tommy Hilfiger are apparel companies.

Scotsman may flex

Scotsman Industries' $115 million term loan is nicely oversubscribed and based on the demand, there's chatter that pricing could come tighter than initial talk, according to a market source.

Current price talk on the term loan is Libor plus 450 bps with a 1.75% Libor floor and an original issue discount of 99.

GE Capital and UBS are the lead banks on the $145 million deal, which also includes a $30 million revolver.

"[The facility] got B1/B+. Expected B2, so that was a nice surprise," the source added.

Proceeds will be used refinance existing debt and fund a dividend.

Scotsman Industries, a portfolio company of Warburg Pincus, is a Vernon Hills, Ill.-based manufacturer of commercial ice machines and related products.

SRAM fills out

Another deal that has reached oversubscription levels is SRAM Corp.'s $315 million credit facility, a market source told Prospect News.

The facility consists of a $25 million revolver and a $290 million term loan, with both tranches talked at Libor plus 350 bps with a 1.5% Libor floor.

The term loan is being offered at an original issue discount of 99.

GE Capital is the lead bank on the deal that will be used to refinance existing debt. Mizuho signed on as syndication agent and JPMorgan signed on as documentation agent.

Senior leverage is 2.7 times.

SRAM is a Chicago-based bike components company.

American General Finance closes

In other news, American General Finance Corp. closed on its $3 billion five-year senior secured term loan (B1) on Wednesday, according to an 8-K filed with the Securities and Exchange Commission.

Pricing on the term loan is Libor plus 550 bps with a 1.75% Libor floor, and it was sold at an original issue discount of 981/2.

During syndication, the size firmed from the up to $3 billion description at launch and was increased from the $2 billion size that was discussed prior to the bank meeting as a result of an early positive response from investors. Also, the Libor floor was reduced during syndication from 2% and the original issue discount finalized at the tight end of the 98 to 98½ talk.

Bank of America acted as the lead bank on deal that was used to repay existing debt and fund lending activities.

American General is the Evansville, Ind.-based consumer finance unit of American International Group.

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