Cinemark, MGM amendments pass; SteelRiver tweaks deal; Smurfit-Stone steady with CFO news

By Sara Rosenberg

New York, Feb. 26 - Cinemark Holdings Inc. was able to get enough lenders on board to get its amend and extend done as a result of the recent pricing revision, and MGM Mirage also completed its amend and extend deal.

In more loan happenings, SteelRiver Infrastructure Partners LP came out with some changes to its credit facility, including reducing pricing on all tranches, lowering the original issue discount on the term loan and cutting the undrawn fee on the revolvers.

Meanwhile, over in the secondary market, Smurfit Stone Container Corp.'s exit financing term loan held firm on the back of the company's announcement that its chief financial officer has resigned.

Cinemark wraps amendment

Cinemark's amend and extend transaction passed by Thursday's end-of-day commitment deadline as investors were enticed by the recently announced pricing changes to the extended debt, according to a market source.

Under the amendment, the company's term loan is being extended to April 2016 and its revolver is being extended to March 2015.

Pricing on the extended term loan will be Libor plus 325 basis points. By comparison, the company was initially talking the extended debt at Libor plus 275 bps. Meanwhile, pricing on the non-extended term loan is remaining at Libor plus 175 bps.

In addition, pricing on the extended revolver will be Libor plus 300 bps, as opposed to the originally proposed Libor plus 250 bps, and pricing on the non-extended revolver is remaining at Libor plus 200 bps.

Cinemark loan has soft call

The other feature that Cinemark added to its amendment proposal to get lenders to sign off on the deal was 101 soft call protection for one year to the extended term loan tranche.

Lenders were offered a 10 bps fee for their approvals. This fee was left unchanged throughout the process.

Completion of the amendment is expected to take place in early March.

Barclays is the lead bank on the deal.

Cinemark is a Plano, Texas-based motion picture exhibitor.

MGM gets lender OK

MGM Mirage received the required consents from lenders to amend and extend some of its $5.55 billion senior credit facility, with lenders representing $4.37 billion of the outstanding commitments entering into the amendment agreement, according to a news release.

Under the amendment, the maturity on the extended debt is now Feb. 21, 2014, while the approximately $1.2 billion of non-extended debt will continue to mature on Oct. 3, 2011.

Regarding the company's revolver, $1.4 billion of commitments are being converted into term loans, leaving a revolver commitment of $2 billion, of which about $400 million has not been extended.

And, the maturity for the remaining $3.6 billion under the credit facility has also been extended to the new 2014 date.

Pricing on the extended debt is being increased to Libor plus 500 bps, 100 bps higher than pricing on the non-extended debt, and lenders were offered a total of 75 bps in amendment and extension fees.

MGM permitted to sell debt

As part of the amendment, the company must prepay approximately $820 million of its bank debt because it is required to make a 20% reduction in credit exposures to lenders, which have agreed to extend their commitments and want the paydown.

To fund this prepayment, the amendment allows the company to raise up to $850 million through the issuance of secured debt, and the amendment will only become effective once this paydown is made.

In addition, the amendment allows the company to issue unsecured debt and equity to refinance interim maturities.

Bank of America is the lead bank on the deal.

"This amendment underscores the tremendous confidence our bank group has in our company," said Jim Murren, chairman and chief executive officer, in the release.

"The transaction provides us with additional long-term financial flexibility and reflects our continued commitment to strengthen our financial position."

MGM Mirage is a Las Vegas-based gaming, hospitality and entertainment company.

SteelRiver trims pricing

SteelRiver Infrastructure Partners made some modifications to its $273 million credit facility that included lowering pricing across the board, according to a market source.

Under the changes, the $68 million term loan is priced at Libor plus 450 basis points, down from initial talk of Libor plus 500 bps, the source said.

Also, the original issue discount on the term loan is now 991/2, down from 99.

As for the $75 million capital expenditures revolver and the $130 million working capital revolver, drawn pricing on the tranches was cut by 50 bps so that it can now range from Libor plus 300 bps to 450 bps based on ratings, the source continued. At launch, the revolvers were talked with pricing that could range Libor plus 350 bps to 500 bps.

And, the undrawn fee on the two revolvers was reduced by 25 bps to a range of Libor plus 75 bps to 175 bps. This fee was talked at launch at 100 bps to 200 bps based on ratings.

Initial drawn pricing on the revolver is Libor plus 350 bps and initial undrawn pricing is 100 bps.

SteelRiver lead banks

BNP Paribas, Scotia Capital and Union Bank are the lead banks on the SteelRiver Infrastructure Partners credit facility.

Proceeds from the term loan will be used to help fund the already completed acquisition of Dominion Resources Inc.'s Peoples Natural Gas Co.

Late last year, the company had come to market with - but never completed - a $375 million credit facility, consisting of a $100 million 31/2-year holdco term loan talked at Libor plus 600 bps with an original issue discount of 981/2, a $175 million three-year working capital revolver talked at Libor plus 400 bps and a $100 million three-year capex revolver were talked at Libor plus 400 bps.

When that original deal was launched, it was thought that the company would be acquiring Hope Gas Inc. from Dominion in addition to Peoples Natural Gas.

SteelRiver Infrastructure Partners is an investment management firm.

Smurfit-Stone stays firm

Smurfit-Stone's exit financing term loan held up at previous levels after the company revealed that its senior vice president and chief financial officer, John Murphy, has resigned, according to traders.

The Chicago-based manufacturer of paperboard and paper-based packaging said on Thursday evening that Murphy was leaving, effective immediately, to pursue other interests.

"We thank John for serving in this transitional CFO role and wish him the best of luck in his future endeavors. He was instrumental in arranging our chapter 11 exit financing and has provided important leadership through the process," said Patrick J. Moore, chairman and chief executive officer, in a news release.

On Friday, the term loan was quoted by one trader at 99¼ bid, par offered and by a second trader in the mid-99s bid throughout the day, with both calling the paper flat when compared to Thursday's levels.

"My read is that the heavy lifting of Chapter 11 is done and now it will be just mundane paper company CFO work. The [press release] used the word 'transitional' about the leaving CFO, so maybe he was brought in specifically for Chapter 11 expertise," the second trader added.

IMS Health closes

In other news, TPG Capital and the CPP Investment Board completed their buyout of IMS Health Inc., a Norwalk, Conn.-based provider of market intelligence to the pharmaceutical and health care industries, for $22 in cash per share of common stock, according to a news release. The transaction is valued at $5.2 billion, including the assumption of debt.

To help fund the transaction, IMS got a new $2.275 billion senior secured credit facility (Ba3/BB), consisting of a $275 million revolver, a $1.25 billion U.S. term loan priced at Libor plus 350 bps and a €550 million euro term loan priced at Euribor plus 375 bps.

Both term loans include a 1.75% Libor floor, and both were sold at an original issue discount of 99.

During syndication, pricing on the U.S. term loan firmed at the low end of the initial Libor plus 350 bps to 375 bps guidance, while the euro term loan firmed at the high end of talk, and both sold at the tight end of the initial 98½ to 99 discount guidance.

Goldman Sachs, Bank of America, Barclays, HSBC and RBC acted as the lead banks on the deal.

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