Triumph, Village Roadshow, RCN Metro break; Claire's rises; RCN Cable, IMG, R3 tweak deals

By Sara Rosenberg

New York, May 27 - Triumph Group Inc., Village Roadshow and RCN Metro Fiber all saw their credit facilities free up for trading during Thursday's market hours, and Claire's Stores Inc.'s term loan B traded higher on the back of earnings.

Over in the primary market, RCN Cable and IMG Worldwide Inc. came out with some changes to their term loans, including widening pricing and original issue discounts, and R3 Treatment Inc. reworked its structure, splitting its term loan into two tranches in addition to raising pricing.

Also, there is some chatter that AWAS is unofficially talking its term loan at a higher rate with a wider discount, and Trident Resources Corp.'s term loan is heard to be moving along nicely with investors while still having a few days before the books close.

Furthermore, talk is that Vision Solutions Inc.'s proposed credit facility will be coming to market sometime next month, and details on the original issue discount and Libor floor on Oxford Mining Co.'s credit facility emerged.

Triumph Group starts trading

Triumph Group's $350 million senior secured term loan B (Baa3/BB+) hit the secondary market on Thursday, with levels quoted at 99¾ bid, par ¼ offered on the break and then moving up to par bid, par ½ offered, according to traders.

The term loan B "traded actively above 100" after the break, one trader added.

Pricing on the term loan B is Libor plus 300 basis points with a step-down to Libor plus 275 bps at less than 2.0 times leverage and a 1.5% Libor floor, and it was sold at an original issue discount of 991/2.

During syndication, the loan was upsized from $300 million, pricing was lowered from Libor plus 325 bps with the addition of the step, and the discount was tightened from the 99 area.

RBC is the lead bank on the deal that will be used to help fund the acquisition of Vought Aircraft Industries Inc. from the Carlyle Group for cash and stock consideration of $1.44 billion, including the retirement of Vought debt. The purchase consideration to Vought shareholders includes about 7.5 million shares and $525 million of cash.

Triumph Group selling notes

Triumph Group also plans to issue $350 million of eight-year senior unsecured notes and use borrowings under its revolving credit facility to help fund the Vought acquisition as well.

As was already reported, subject to the acquisition closing, Triumph Group entered into an agreement for a $535 million revolving credit facility on May 10 with lead bank PNC.

Closing on the acquisition is expected to take place on July 1, subject to Triumph shareholder approval, which will be sought at a special meeting on May 28.

After closing, the acquired business will operate as Triumph Aerostructures-Vought Aircraft Division LLC.

Triumph is a Wayne, Pa.-based designer, engineer, manufacturer and repairer of aircraft components and accessories. Vought is a Dallas-based manufacturer of aerostructures for commercial, military and business jet aircraft.

Village Roadshow frees up

Also breaking for trading was Village Roadshow, with its $500 million refinancing term loan quoted at 98½ bid, 99 offered, according to traders.

Pricing on the term loan is Libor plus 400 bps with a 1.5% Libor floor, and it was sold at an original issue discount of 981/2.

During syndication, the discount on the term loan widened from initial talk of 99.

The company's $1 billion credit facility also includes a $250 million refinancing revolver priced at Libor plus 400 bps and a $250 million new film revolver priced at Libor plus 425 bps, with both of these tranches carrying a 1.5% Libor floor as well.

JPMorgan, Bank of America and Rabobank acted as the lead banks on the deal, which closed on Thursday, for the Australian-based company that operates in theme parks and attractions, movie, radio and music.

RCN Metro breaks

And yet another deal to free up for trading on Thursday was RCN Metro Fiber's credit facility, with the $240 million six-year term loan quoted by one trader at 98 7/8 bid, 99½ offered on the break and then moving up to 99 1/8 bid, 99 5/8 offered, and by a second trader at 99 bid, 99¼ offered.

Pricing on the term loan is Libor plus 450 bps with a 2% Libor floor, and it was sold at an original issue discount of 981/2.

SunTrust is the lead arranger and bookrunner on the $265 million credit facility (B2/B), which also includes a $25 million five-year revolver. GE Capital and Société Générale are joint syndication agents.

Proceeds from the RCN Metro Fiber credit facility, along with a credit facility at RCN Cable, will be used to fund the buyout of RCN Corp., a Herndon, Va.-based broadband services provider, by ABRY Partners in a transaction valued at $1.2 billion, including the assumption of debt. RCN stockholders will be receiving $15 per share.

Claire's Stores gains ground

Claire's Stores term loan B was stronger following the company's release of fiscal 2010 first-quarter numbers that showed improvements on a year-over-year basis, according to traders.

The term loan B was quoted by one trader at 84 bid, 85 offered, up from 82 bid, 83 offered, and by a second trader at 84¼ bid, 84½ offered, up from 83½ bid, 84 offered.

For the quarter, the company reported a net loss of $12.3 million, compared to a net loss of $29 million in the previous year.

Net sales for the quarter were $322.1 million, up 9.9% from $293.1 million in the fiscal 2009 first quarter.

And, adjusted EBITDA for the quarter was $49.2 million, compared to $36.3 million in the prior year.

Claire's is a Pembroke Pines, Fla.-based specialty retailer of value-priced, fashion-right accessories and jewelry for kids, tweens, teens, and young women.

RCN Cable revises pricing

Switching to the primary, RCN Cable once again lifted pricing on its $560 million six-year term loan B, and this time the original issue discount was changed, too, according to a market source.

The term loan B is now priced at Libor plus 450 bps, up from most recent talk of Libor plus 400 bps and from initial talk of Libor plus 375 bps, the source said.

And, the original issue discount on the term loan B was increased to 98½ from 99, the source continued.

Also, 101 soft call protection for one year was added to the term loan B.

The Libor floor on the term loan B was left at 2%. The floor was initially talked at 1.75% but was revised at the same time as the first flex up in pricing.

The deal is oversubscribed at the revised price talk, the source remarked.

RCN Cable shuts books

Commitments towards RCN Cable's $600 million credit facility (B1/B), which also includes a $40 million five-year revolver, were due from lenders at the end of the day on Thursday and allocations are expected to go out mid-next week, the source added.

SunTrust, GE Capital and Société Générale are the bookrunners on the deal, with SunTrust the left lead and the administrative agent.

As mentioned above, proceeds will be used, along with the RCN Metro Fiber credit facility, to help fund the buyout of RCN by ABRY Partners.

Prior to launch, RCN Cable's term loan B had been downsized from $580 as a result of increased cash flow at RCN along with fewer shares to purchase than was originally thought in the buyout of the company.

IMG Worldwide ups talk, OID

IMG Worldwide widened price talk on its $300 million five-year term loan B (Ba2/B+) to Libor plus 500 bps to 525 bps from most recent talk of just Libor plus 500 bps, according to a market source. Previously, pricing had been flexed up from initial talk of Libor plus 425 bps.

Also, the original issue discount on the term loan was increased to 97 from most recent talk of 98, the source said. The discount had already been increased once from 981/2.

And, the Libor floor was raised to 2% from 1.75% and 101 call protection for two years was added.

JPMorgan and Deutsche Bank are the lead banks on the deal that will be used to refinance existing debt and for general corporate purposes.

IMG is a New York-based provider of sports and event marketing and management services.

R3 Treatment revises structure

R3 Treatment reworked its credit facility, splitting the $125 million five-year term loan into a $40 million 41/2-year term loan A and an $85 million five-year term loan B, according to a market source.

Price talk on the term loan A is Libor plus 600 bps and on the term loan B is Libor plus 650 bps, the source said. Both tranches include a 2% Libor floor and are being offered at an original issue discount of 99.

By comparison, when the deal included just one term loan, that tranche was talked at Libor plus 500 bps with a 2% Libor floor.

The term loan B has hard call protection of 102 in year one and 101 in year two.

Amortization on the term loan A is $7.5 million in year one and year two, $10 million in year three and year four and $5 million in the last half a year, while amortization on the term loan B is 1% annually.

R3 leaves revolver unchanged

As before, R3 Treatment's $165 million credit facility also includes a $40 million four-year revolver that is still talked at Libor plus 450 bps with a 100 bps commitment fee and a 2% Libor floor.

UBS and Macquarie are the joint bookrunners and lead arrangers on the deal, with UBS the left lead, and Comerica is acting as a lead arranger as well.

Financial covenants include a maximum leverage ratio of 3.75 times, stepping down to 3.5 times in January 2012 and 3.25 times in January 2013, and a minimum fixed-charge coverage ratio of 1.1 times.

Commitments are due from lenders on June 1 and closing is targeted for June 15.

Proceeds from the credit facility will be used for acquisitions, as four companies are being rolled up to create R3 Treatment, an independent provider of environmentally conscious waste services for energy and industrial wastes.

AWAS floats unofficial revisions

Market buzz is that AWAS is circulating some unofficial pricing changes to its $530 million six-year term loan (Ba2/BBB-).

This unofficial talk is in the Libor plus 575 bps to 600 bps area, compared to initial talk of Libor plus 500 bps to 550 bps, with a 2% Libor floor, up from 1.75%, and an original issue discount of 97, up from 98, according to a market source.

The term loan was launched with 101 soft call protection for one year.

Goldman Sachs and Credit Agricole are the lead banks on the deal that will be used to refinance existing debt.

AWAS is a Dublin-based aircraft leasing company.

Trident attracts attention

Trident Resources' $410 million four-year term loan is "going well," with the book described as being "in good shape" ahead of the upcoming Wednesday commitment deadline, according to a market source.

The term loan, which launched with a bank meeting on May 19, is being talked at Libor plus 950 bps with a 3% Libor floor and an original issue discount of 97.

The loan is non-callable for one year, then at 105 in year two, 104 in year three and 103 in year four.

Credit Suisse is the lead bank on the deal.

Trident funding exit

Proceeds from Trident Resources' term loan will be used to help fund its emergence from Chapter 11.

The company has already received court approval of the disclosure statement for its plan of reorganization, and the plan confirmation hearing is scheduled for June 15.

As part of the reorganization plan, the company is looking to do a $200 million equity rights offering, and holders of 2006 credit agreement claims and 2007 credit agreement claims will be entitled to purchase that stock.

Trident is a Calgary, Alta.-based natural gas production company.

Vision Solutions expected in a few weeks

Vision Solutions is anticipated to hold a bank meeting within the next few weeks for its proposed $255 million senior secured credit facility, with the target being that the launch will take place in June, a market source told Prospect News.

Jefferies is the lead bank on the deal.

The facility consists of a $240 million term loan and a $15 million revolver, according to recent filings with the Securities and Exchange Commission.

Vision Solutions buying Double-Take

Proceeds from Vision Solutions' credit facility will be used to help fund the acquisition of Double-Take Software Inc. in a transaction with a net offer value of about $242 million. Double-Take stockholders will receive $10.55 in cash per share.

Closing on the acquisition is expected in the third quarter, subject to customary conditions, including the expiration of the Hart-Scott Rodino waiting period and the approval of Double-Take stockholders.

Vision Solutions, a portfolio company of Thoma Bravo LLC, is an Irvine, Calif.-based provider of high availability, disaster recovery and system management services for IBM Power Systems. Double-Take Software is a Southborough, Mass.-based provider of recovery services.

Oxford Mining OID, floor surface

Oxford Mining is offering its $100 million four-year term loan A to investors with an original issue discount of 983/4, according to a market source.

The term loan and the $50 million three-year revolver include a 1% Libor floor, the source said, and as was previously reported, they are being talked at Libor plus 425 bps.

Citigroup and Barclays are the lead banks on the $150 million deal that was launched this past Tuesday.

Proceeds will be used to refinance existing debt.

Oxford Mining is a Coshocton, Ohio, producer of coal.

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