Wayne Fueling Systems launches $460 million credit facility

By Sara Rosenberg

New York, June 3 - Wayne Fueling Systems LLC (Alfred Fueling Systems) held its bank meeting on Tuesday, launching a $460 million senior secured credit facility to investors, according to a market source.

The facility consists of a $75 million five-year revolver, a $285 million seven-year covenant-light first-lien term loan and a $100 million eight-year covenant-light second-lien term loan, the source said.

Price talk on the first-lien term loan is Libor plus 400 basis points with a 1% Libor floor and an original issue discount of 991/2, and talk on the second-lien term loan is Libor plus 725 bps to 750 bps with a 1% Libor floor and a discount of 99, the source continued.

The first-lien term loan has 101 soft call protection for six months and amortization of 1% per annum, and the second-lien term loan has call protection of 102 in year one and 101 in year two.

Included in the revolver is a maximum first-lien leverage covenant that will be tested quarterly when the outstanding amount exceeds 30% of the total commitment, excluding the $30 million letter-of-credit carve-out, and set at a 35% cushion.

There is a $75 million accordion, plus additional amounts subject to a 4.50 times total first-lien leverage test and a 6.25 times total net leverage test, and 50 bps MFN for 12 months.

Mandatory prepayments are 100% of asset sale proceeds with reinvestment rights, 100% of debt issuance proceeds other than permitted debt, and 50% of excess cash flow subject to a step-down to 25% at first-lien leverage of 4 times and a step-down to 0% at first-lien leverage of 3.5 times.

Commitments are due at 5 p.m. ET on June 13, the source added.

Citigroup Global Markets Inc., UBS AG, Credit Suisse Securities (USA) LLC and BNP Paribas Securities Corp. are the bookrunners on the deal.

Proceeds will be used to help fund the company's buyout by Riverstone Holdings LLC from GE.

Closing is expected on June 20.

Wayne is an Austin, Texas-based designer, manufacturer and servicer of fuel dispensers and forecourt technologies.

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