TransFirst, Sheridan, AMF, Water Pik set talk; Tribune, Jason break; Transeastern trades higher

By Sara Rosenberg

New York, May 17 - TransFirst, Sheridan Healthcare Inc., AMF Bowling Worldwide, Inc. and Water Pik Inc. came out with price talk on their credit facilities as all of these deals were launched with bank meetings during Thursday's market hours.

Meanwhile, in the secondary market, Tribune Co.'s credit facility freed up for trading, with the strip of funded and delayed-draw term loan B debt ending up in the high 99 to par type context and the term loan X trading atop par. Jason Inc. broke for trading as well, with its term loan wrapped around the mid par area.

Also in trading, Transeastern's term loan was noticeably stronger as parent company, Technical Olympic USA Inc., announced a debt financing commitment that would be used to help fund a settlement, if reached, with Transeastern's lenders.

TransFirst held a bank meeting on Thursday morning to jump start syndication on its proposed $495 million credit facility, and in connection with the launch, price talk on the transaction surfaced, according to a market source.

The $50 million revolver (B2/B) and the $310 million first-lien term loan (B2/B) were both presented to lenders with talk of Libor plus 275 basis points, and the $135 million second-lien PIK toggle term loan (Caa2/CCC+) was presented with talk of Libor plus 600 bps cash pay, the source said.

If the company elects PIK on the second-lien term loan, then pricing would increase by 75 bps, the source remarked.

The second-lien term loan carries call protection of 102 in year one and 101 in year two, the source added.

Merrill Lynch and Deutsche Bank are the lead banks on the deal, with Merrill the left lead.

Proceeds will be used to help fund Welsh, Carson, Anderson & Stowe's acquisition of the company from GTCR for $683 million.

TransFirst is a Dallas-based provider of transaction processing services and payment-enabling technologies.

Sheridan spread talk

Price talk on Sheridan Healthcare also hit the market during the session as the deal was launched to investors with an afternoon bank meeting, according to a market source.

The $75 million six-year revolver and the $375 million seven-year first-lien term loan B are both being talked at Libor plus 225 bps to 250 bps, and the $170 million eight-year PIK toggle second-lien term loan is being talked at Libor plus 550 bps to 575 bps, the source said.

If the company opts for PIK pricing on the second-lien loan, then the spread will increase by 75 bps, the source added. The loan has the PIK option for life.

The second-lien loan carries call protection of 102 in year one and 101 in year two.

All tranches under the facility are covenant-light.

Lehman, UBS, Credit Suisse and Citigroup are the bookrunners on the $620 million deal, with Lehman and UBS the joint lead arrangers.

Proceeds will be used to help fund Hellman & Friedman's acquisition of the company from J.W. Childs Associates LP.

Sheridan is a Sunrise, Fla., physician practice management company.

AMF guidance emerges

Continuing on the price talk theme, AMF Bowling announced opening spreads on its $375 million credit facility as the deal was also launched to investors with a bank meeting Thursday, according to a syndicate document.

The $60 million five-year revolver (Ba3/B+) and the $210 million six-year first-lien term loan B (Ba3/B+) are both being talked at Libor plus 275 bps, and the $105 million 61/2-year second-lien term loan (Caa1/CCC) is being talked at Libor plus 625 bps, the document said.

The revolver has a 50 bps commitment fee.

Credit Suisse is the lead bank on the deal, which will be used to refinance existing debt and to fund a dividend payment.

The deal is expected to close in June.

AMF Bowling is a Richmond, Va., operator of bowling centers.

Water Pik price talk

Water Pik was yet another deal to hold a bank meeting on Thursday, and it too came out with opening spreads in conjunction with its launch, according to a market source.

The $15 million five-year revolver (B1/B-) and the $62 million six-year first-lien term loan B (B1/B-) were both launched with talk of Libor plus 325 bps, and the $35 million seven-year second-lien term loan (Caa2/CCC) was launched with talk of Libor plus 550 bps to 600 bps, the source said.

The revolver has a 50 bps commitment fee.

Credit Suisse is the lead bank on the $112 million deal.

Proceeds will be used to help fund EG Capital's acquisition of a 60% interest in Water Pik Technologies Inc.'s personal health-care business, which operates under the Water Pik brand name, from the Carlyle Group, who will retain the remaining 40% interest.

Water Pik is a Newport Beach, Calif., developer, manufacturer and marketer of pool products and personal health-care products.

Six Flags tweaks tranching, cuts spread

In other primary news, Six Flags Inc. increased the size of its term loan B, decreased the size of its revolver and lowered pricing on both tranches, according to a syndicate document.

The term loan B due April 2015 is now sized at $850 million, up from $800 million, and pricing was reverse flexed to Libor plus 225 bps from original talk at launch of Libor plus 250 bps, the document said.

Meanwhile, the revolver due March 2013 is now sized at $275 million, down from $300 million, and pricing was reverse flexed to Libor plus 225 bps from original talk at launch of Libor plus 250 bps, the document added.

JPMorgan, Credit Suisse and Lehman Brothers are the joint lead arrangers and joint bookrunners on the now $1.125 billion (up from $1.1 billion) senior secured credit facility (Ba3/B/BB-), with JPMorgan administrative agent, and Credit Suisse and Lehman co-syndication agents.

Proceeds will be used to refinance amounts outstanding under the company's existing credit facility, which consists of a $637 million term loan B, a $300 million revolver and an $82.5 million multi-currency facility. Any remaining proceeds will be used for working capital and general corporate purposes.

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

JRD downsizes, ups pricing

JRD Holdings Inc. reduced the size of its covenant-light term loan to $700 million from $955 million and increased pricing to Libor plus 250 bps from revised talk of Libor plus 225 bps and original talk at launch of Libor plus 200 bps, according to a market source.

The $255 million term loan reduction will result in an equivalent decrease in the amount of the dividend being paid, the source said.

The company's now $800 million (down from most recently $1.055 billion and originally $1.08 billion) credit facility also includes a $100 million five-year cash flow revolver with maintenance covenants.

Earlier on during syndication, the revolver was downsized from $125 million and terms were changed.

In addition to funding a dividend, proceeds from the credit facility will be used to refinance existing debt.

JPMorgan is the lead bank on the deal for the wholesale groceries, frozen foods, fresh meats, beer and tobacco products business.

NRG tweaks delayed-draw fee

NRG Energy Inc. revised the undrawn fee under its $1 billion delayed-draw senior secured holdco term loan B to Libor plus 50 bps for the first six months and 75 bps thereafter, from just 75 bps after six months, according to a market source.

Price talk on the delayed-draw term loan remained at Libor plus 225 bps.

Credit Suisse and Citigroup are the lead banks on the deal.

The new delayed-draw term loan B is part of a plan under which NRG will become a wholly owned operating company subsidiary of a newly created holding company.

Proceeds from the delayed-draw term loan B will be used to fund an equity contribution to opco, which opco would then use to repay some of its existing term loan B debt.

In connection with the holdco deal, NRG is looking to reprice the existing opco term loan B and opco synthetic letter-of-credit facility to Libor plus 175 bps from Libor plus 200 bps and to reduce the synthetic letter-of-credit facility size to $1.3 billion from $1.5 billion.

Investors are being asked to commit simultaneously to a strip of the new holdco delayed-draw term loan B with the repriced opco facility.

The holdco delayed-draw term loan B will not be funded until regulatory approvals are received, which is expected in the fourth quarter.

NRG is a Princeton, N.J.-based wholesale power generation company.

Tribune frees to trade

Moving to the secondary, Tribune's credit facility allocated and freed up for trading, with the strip of funded and delayed-draw term loan B debt opening around 99 3/8 bid, 99 5/8 offered, moving up to 99 7/8 bid, par 1/8 offered, and then settling in at 99¾ bid, par offered, where it closed out the day, according to a trader.

Meanwhile, the company's term loan X opened up around par bid, par ¼ offered and then moved up to par 3/8 bid, par ¾ offered, where it closed out the day, the trader added.

The $5.515 billion seven-year term loan B and the $263 million seven-year delayed-draw term loan B are both priced at Libor plus 300 bps with an original issue discount of 991/4. The delayed-draw loan has an unused fee of 75 bps. During syndication, the funded term loan B was downsized from $7.015 billion, pricing on these two tranches was flexed up from Libor plus 250 bps and the original issue discount was added, with initial talk being that it could end up between 99 and 99¼ before it firmed up at 991/4.

The $1.5 billion first-pay term loan X is priced at Libor plus 250 bps. During syndication, the term loan X was added to the capital structure when the funded term loan B was downsized and pricing firmed up at the tight end of guidance of Libor plus 250 bps to 275 bps.

Of the total term loan X amount, $750 million must be repaid within 18 months of close.

Tribune's $10.133 billion senior secured credit facility (Ba2/BB-/BB) also includes a $750 million six-year revolver priced at Libor plus 300 bps with a 50 bps undrawn fee and a $2.105 billion seven-year incremental term loan. During syndication, pricing on the revolver was flexed up from original talk of Libor plus 250 bps.

JPMorgan, Merrill Lynch, Citigroup and Bank of America acted as the joint lead arrangers and joint bookrunners on the deal, which closed on Thursday, with JPMorgan administrative agent, Merrill Lynch syndication agent and Citigroup and Bank of America co-documentation agents.

Proceeds from the facility, along with $2.1 billion of notes, are being used to help fund the company's public-to-private transaction.

In the first stage of the public-to-private transaction, Tribune will complete a cash tender offer for about 126 million shares at $34 per share and refinance its existing credit facilities. This stock tender offer will expire on May 24.

In the second stage, Tribune will buy all the remaining outstanding shares of the company. This part of the transaction is expected to be completed in the fourth quarter.

Tribune's existing publicly traded bonds are expected to remain outstanding.

The going-private transaction is being supported by Sam Zell with a $315 million investment.

Upon completion of the transaction, the company will be privately held, with an Employee Stock Ownership Plan holding all of Tribune's then-outstanding common stock and Zell holding a subordinated note and a warrant entitling him to acquire 40% of Tribune's common stock.

Tribune is a Chicago-based media company.

Jason breaks

Also hitting the secondary on Thursday was Jason's credit facility, with the $220 million term loan quoted at par ¼ bid, par ¾ offered, according to a market source.

The term loan is priced at Libor plus 250 bps. During syndication, pricing on the tranche was reverse flexed from most recent talk of Libor plus 275 bps and original talk of Libor plus 275 bps to 300 bps.

Jason's $260 million credit facility also includes a $40 million revolver priced at Libor plus 275 bps. During syndication, pricing on this tranche firmed up at the tight end of original talk of Libor plus 275 bps to 300 bps.

General Electric Capital Corp. acted as the lead bank on the deal, which was used to refinance the company's existing first- and second-lien loans, subordinated debt and preferred equity not held by the sponsor or management.

Jason is a Milwaukee-based diversified manufacturing company. The company's motor vehicle businesses manufacture nonwoven fiber insulation for the automotive industry and seating products for motorcycles, boats and off-road mobile equipment. Its industrial businesses manufacture finishing products for industrial applications and precision components for original equipment manufacturers.

Transeastern gains ground

In more trading news, Transeastern, a joint venture between Technical Olympic and Falcone Group, saw its term loan head higher as Technical Olympic announced a $500 million term loan financing commitment that would be used to pay off Transeastern's senior debt, according to a trader.

The Transeastern term loan ended the day at 96¼ bid, 97¾ offered, up from Wednesday's levels of 95 bid, 96 offered, the trader said.

As was previously reported, Technical Olympic has been engaged in discussions with Transeastern's lenders for quite some time regarding defaults and demand for payments from the administrative agent on the Transeastern debt.

As part of settlement discussions, the company has proposed a structure in which either Transeastern or the successor to some or all of its assets would become Technical Olympic's wholly or majority owned subsidiary. The proposal also contemplates paying Transeastern's $400 million of senior debt in full with the proceeds from the new term loans.

On Thursday, Technical Olympic said that it got a commitment for a new $250 million first-lien term loan and a new $250 million second-lien term loan from Citigroup to fund the settlement proposal.

As a condition to the new deal, the Technical Olympic's existing revolving credit facility would be amended and restated to reduce the size to $700 million from $800 million, to incorporate the terms and conditions of the first-lien term loan and to allow for the new bank debt.

Technical Olympic has until May 28 to execute the commitment letter for it to become effective and will only execute the letter if satisfactory settlements with the Transeastern creditors have been reached.

If the commitment is executed, the company has until July 31 to execute definitive documentation.

Technical Olympic is a Hollywood, Fla., designer, builder and marketer of single-family residences, town homes and condominiums.

Solera closes

Solera Holdings Inc. closed on its initial public offering of 26.25 million shares of its common stock priced at $16 per share, and the underwriters exercised their over-allotment option for 3.9375 million shares, according to a news release.

In connection with the IPO, the company got a new approximately $657.5 million amended and restated senior credit facility (B1/B+) consisting of a $230 million U.S. term loan B priced at Libor plus 200 bps, a €280 million term loan B priced at Euribor plus 200 bps and an existing $50 million revolver.

The U.S. and euro term loan Bs carry a step down to Libor/Euribor plus 175 bps when leverage hits 3.25 times, but no earlier than 12 months after close. This step down was added to the tranches during syndication.

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

Proceeds were 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.

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

Graphic Packaging closes

Graphic Packaging Corp. closed on its new $1.355 billion senior secured credit facility (Ba2/B+/BB-) consisting of a $300 million six-year revolver priced at Libor plus 225 bps and a $1.055 billion seven-year term loan priced at Libor plus 200 bps, according to a news release.

Bank of America, Deutsche Bank and Goldman Sachs were the bookrunners on the deal, with Bank of America and Deutsche the joint lead arrangers, and Bank of America the administrative agent.

Proceeds were used to refinance the company's existing credit facility.

Graphic Packaging is a Marietta, Ga., maker of cartons for beverages, food and household products.

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