Telcordia breaks; U.S. Renal OID emerges; Infogroup sets talk; Multi Packaging tweaks deal

By Sara Rosenberg

New York, April 28 - Telcordia Technologies Inc.'s credit facility allocated and freed up for trading on Wednesday, with levels on the first-lien term loan quoted above the original issue discount price, and Palm Inc.'s term loan headed higher as the company revealed that it is being acquired by Hewlett-Packard Co.

Over in the primary market, U.S. Renal Care Inc. came out with original issue discount talk on its term loan as the deal was presented to lenders during the session, and ViaWest Inc. discount guidance surfaced as well.

Additionally on the new deal front, Infogroup Inc. released official price talk on its credit facility in conjunction with its bank meeting, and NextMedia Operating Inc. launched its new term loan.

Also, Multi Packaging Solutions Inc. once again revised pricing on its term loan, and Willbros Group Inc. is keeping the books open on its acquisition financing deal due to closing delays.

Furthermore, Phillips-Van Heusen Corp. wrapped syndication of its pro rata tranches, and Triumph Group Inc. firmed up timing on the launch of its term loan B.

Telcordia frees to trade

Telcordia's credit facility hit the secondary market on Wednesday, with the $500 million six-year first-lien term loan quoted at par bid, par ½ offered, according to a market source.

Pricing on the term loan is Libor plus 500 basis points with a 1.75% Libor floor, and it was sold at an original issue discount of 99.

During syndication, pricing on the term loan firmed at the tight end of initial talk of Libor plus 500 bps to 550 bps, the Libor floor was reduced from 2%, and the original issue discount was cut from 98.

The $580 million senior secured credit facility (B1/B+) also includes an $80 million five-year revolver.

Credit Suisse, JPMorgan and Deutsche Bank are the lead banks on the deal that will be used to help fund a recapitalization.

Telcordia is a Piscataway, N.J.-based developer of fixed, mobile and broadband communications software and services.

Palm rises on buyout news

Palm's term loan rallied on Wednesday to 98½ bid, 99¼ offered from 90½ bid, 91½ offered as the company said that it is being bought by Hewlett-Packard for $5.70 per share, according to a trader.

The transaction has an enterprise value of $1.2 billion.

Closing is expected to take place during Hewlett-Packard's third fiscal quarter ending July 31, subject to the receipt of domestic and foreign regulatory approvals and the approval of Palm's stockholders.

Palm is a Sunnyvale, Calif.-based provider of mobile products. Hewlett-Packard is a Palo Alto, Calif.-based provider of various products, technologies, software, solutions and services.

U.S. Renal reveals OID talk

Moving to the primary, U.S. Renal Care held a bank meeting on Wednesday to kick off syndication on its proposed credit facility, and in connection with the launch, original issue discount guidance on the term loan was announced, according to a market source.

The $125 million six-year term loan was presented to lenders with an original issue discount of 99, the source said.

As was previously reported, price talk on the term loan is Libor plus 450 bps to 475 bps with a 1.75% Libor floor.

RBC is the lead bank on the $155 million deal that also includes a $30 million five-year revolver that is being talked at Libor plus 450 bps to 475 bps with a 1.75% Libor floor as well.

U.S. Renal covenants

U.S. Renal Care's credit agreement requires the maintenance of a maximum total leverage ratio, a minimum interest coverage ratio and a minimum fixed-charge coverage ratio.

Proceeds from the credit facility, along with $47.5 million of mezzanine debt, will be used to help fund the acquisition of Dialysis Corp. of America Inc. in a transaction valued at about $112 million.

The mezzanine debt is priced at 14%, of which 12% is cash and 2% is PIK, according to an SC TO-T filed recently with the Securities and Exchange Commission.

Under the agreement, U.S. Renal Care is tendering for all of the outstanding common shares of Dialysis Corp. of America for $11.25 per share in cash. That tender will be followed by a merger to acquire all remaining outstanding shares at the same cash price paid in the tender offer.

The transaction is expected to close in May.

U.S. Renal Care is a Plano, Texas-based provider of outpatient dialysis services. Dialysis Corp. of America is a Linthicum, Md.-based provider of outpatient kidney dialysis centers.

ViaWest floats discount

ViaWest released original issue discount talk of 99 on its $110 million first-lien term loan and $20 million delayed-draw term loan, which launched on April 21 with the discount described as still to be determined, according to a market source.

Price talk on the term loans, as well as on the company's $10 million revolver, is Libor plus 450 bps with a 2% Libor floor.

RBC is the lead bank on the $140 million deal that will be used to help fund the buyout of the company by Oak Hill Capital Partners from Trinity Equity Investors, Goldman Sachs & Co. and Quilvest, which is expected to be completed in the second quarter.

Other financing for the acquisition will come from a $60 million "silent" second-lien term loan that Oak Hill has already put in place with Barclays Structured Principal Investing Fund LP and Solar Capital Ltd, the source added.

ViaWest is a Denver-based data center and managed services company.

Infogroup releases talk

Infogroup held a bank meeting for its credit facility on Wednesday morning and announced official price talk of Libor plus 425 bps to 450 bps on the $315 million term loan tranche, according to a market source.

The Libor floor on the term loan is being talked at 1.5% to 1.75% and the original issue discount is guided in the 98½ area, the source said.

The company's $365 million senior secured credit facility (B1/BB-) also includes a $50 million revolver.

Bank of America is the lead bank on the deal.

Infogroup being acquired

Proceeds from Infogroup's credit facility will be used to help fund the buyout of the company by CCMP Capital Advisors LLC for $8.00 in cash per share. The transaction has a total value of about $635 million, including the refinancing of its outstanding debt.

Equity for the transaction will be $343.7 million.

Closing is anticipated in early summer, subject to the approval of Infogroup shareholders, regulatory approvals and customary closing conditions.

Infogroup is an Omaha, Neb.-based provider of data-driven and interactive resources for targeted sales, marketing and research services.

NextMedia launches

Another deal to launch on Wednesday was NextMedia Operating's $135 million six-year term loan (B3/B+), which is being talked at Libor plus 700 bps with a 2% Libor floor and an original issue discount of 98, according to a market source.

In addition, the company is getting a $10 million first-out revolver (Ba3) that is not being syndicated.

Credit Suisse and Bank of America are the lead banks on the deal that will be used to help settle existing claims in connection with the company's emergence from Chapter 11.

NextMedia is a Greenwood Village, Colo.-based radio station operator.

Multi Packaging ups pricing

Multi Packaging Solutions lifted pricing on its $182.5 million six-year term loan for a second time, added some more amortization and revised the credit agreement's accordion feature, according to a market source.

The term loan is now priced at Libor plus 500 bps, up from most recent talk of Libor plus 475 bps with a step-down to Libor plus 450 bps based on leverage, and initial talk at launch of Libor plus 425 bps, the source said.

In addition, the term loan carries a 2% Libor floor, up from initial talk of 1.75%, but the original issue discount of 99 has been left unchanged throughout the syndication process.

Also under the changes, amortization on the term loan was increased to basically 5% a year from the typical 1% a year, the accordion was downsized to $75 million from $100 million, and the leverage test that needs to be met in order to use the incremental facility was tightened, the source continued.

Multi Packaging oversubscribed

Following these changes, Multi Packaging Solutions' term loan was oversubscribed ahead of the Wednesday recommitment deadline, the source remarked.

Allocations on the $212.5 million credit facility (B2/B), which also includes a $30 million five-year revolver, are targeted to go out next week.

The revolver is priced in line with original talk at Libor plus 400 bps with an upfront fee of 99.

Wells Fargo, UBS and Barclays are the joint lead arrangers on the deal that will be used for a dividend recapitalization.

Initially, the company was planning a $215 million term loan, but the tranche was downsized when the first pricing increase was announced.

Multi Packaging Solutions is a New York-based entertainment packaging company.

Willbros B loan still working

Willbros' term loan B is still working through the market, and the books will continue be kept open being that the transaction timing has been pushed off for a couple of weeks due to normal documentation and closing delays, a market source told Prospect News on Wednesday. The original commitment deadline had been April 23.

The $300 million four-year term loan B is still being talked at Libor plus 450 bps to 500 bps with a 2% Libor floor and an original issue discount of 98 to 981/2. Pricing can step down by 50 bps after an interim period, so if it firms at Libor plus 450 bps, the step-down will be to Libor plus 400 bps, and if it firms at Libor plus 500 bps, the step-down will be to Libor plus 450 bps.

The company's $475 million senior credit facility (B2/BB-) also includes a $175 million three-year revolver talked at Libor plus 425 bps, with a step-down to Libor plus 375 bps after an interim period. Upfront fees on the revolver range from 112.5 bps to 137.5 bps, based on commitment size.

Currently, the revolver is fully subscribed by seven lenders, the source said.

Willbros led by two

Crédit Agricole Corporate and Investment Bank (formerly Calyon) and UBS Securities are the joint bookrunners on Willbros' term loan B, and Crédit Agricole is the bookrunner on the revolver. Scotia Bank and Natixis joined on to the credit facility at the agent tier.

Proceeds will be used to help fund the acquisition of InfrastruX Group Inc. for cash of $360 million and 7.9 million of new Willbros shares.

Pro forma for the transaction, Willbros' estimated total debt to EBITDA in 2010 is 2.6 times and estimated net debt to EBITDA is 1.7 times.

Willbros is a Houston-based independent contractor for the oil, gas, power, refining and petrochemical industries. InfrastruX is a Seattle, Wash.-based provider of electric power and natural gas transmission and distribution infrastructure services.

Phillips-Van Heusen pro rata wraps

Phillips-Van Heusen shut the books on its $450 million five-year revolver and $500 million five-year term loan A on Wednesday, and with that process now complete, the anticipation is that allocations on the $2.35 billion senior secured credit facility (Ba2/BBB) - which also includes a $1.4 billion six-year term loan B - will go out early next week, according to a market source.

Books on the term loan B closed on Monday as the deadline was accelerated because of strong demand.

Pricing on the revolver and the term loan A is Libor plus 300 bps on the U.S. pieces and Euribor plus 325 bps on the foreign pieces, and pricing on the term loan B is Libor plus 300 bps on the U.S. piece and Euribor plus 325 bps on the euro piece.

The term loan A and the term loan B have 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, and the term loan B was sold at an original issue discount of 991/2.

Phillips-Van Heusen sells notes, equity

In addition to the credit facility, Phillips-Van Heusen sold $600 million of 7 3/8% senior notes due 2020, up from $525 million, and $382.4 million of common equity, up from $275 million, comprised of almost 5.8 million shares at a price of $66.50 per share.

During syndication, the term loan B was downsized from $1.5 billion because the bond and equity offerings were upsized, pricing on the U.S. term loan B was lowered from initial talk of Libor plus 325 bps to 350 bps, pricing on the euro term loan B was lowered from talk of Euribor plus 350 bps to 375 bps, and the original issue discount on the term loan B was tightened from 99.

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

Phillips-Van Heusen buying Hilfiger

Proceeds from the credit facility, bonds and stock will be used to help fund the acquisition of Tommy Hilfiger BV from Apax Partners LP for €2.2 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.

Closing on the acquisition is expected to occur during the company's fiscal 2010 second quarter.

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

Triumph sets launch

Triumph Group nailed down timing on the launch of its proposed $300 million senior secured term loan B (Baa3) with the scheduling of a bank meeting for May 6 in New York, according to a market source.

RBC is the lead bank on the deal that will be used to 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.

Other funding for the acquisition will come from $400 million of notes, $189 million in borrowings under the company's existing revolver and accounts receivable securitization facility and $292 million in cash on hand.

Total leverage will be 3.2 times pro forma adjusted EBITDA.

Triumph to amend revolver

Triumph Group's actual debt commitment provides for a $435 million senior secured term loan, a $250 million senior secured revolver and a $400 million unsecured bridge loan.

However, the plan is to amend the company's existing revolver to permit the acquisition and leave it in place. The new revolver and $135 of the term loan commitment, therefore, would not be needed, according to recent filings with the SEC.

Closing on the acquisition is expected to take place on July 1, subject to normal regulatory approval and Triumph shareholder approval, which will be sought at a special meeting set for 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.

Intersil closes

In other news, Intersil Corp. completed its acquisition of Techwell Inc. on Tuesday and closed on its new $375 million credit facility (Ba2/BB+), consisting of a $300 million six-year senior secured term loan priced at Libor plus 325 bps with a 1.5% Libor floor and an original issue discount of 991/2, and a $75 million 31/2-year revolver priced at Libor plus 300 bps with a 50 bps undrawn fee, a 1.5% Libor floor and an original issue discount of 981/2.

During syndication, the term loan was downsized from $390 million as the company elected to use more cash, term loan pricing was reduced from the Libor plus 350 bps area, the original issue discount on the term loan was talked at 99 and then at 99½ to par, revolver pricing was reduced from the Libor plus 325 bps area, and the Libor floor on both tranches firmed at the tight end of the 1.5% to 1.75% talk.

Morgan Stanley and Bank of America are the lead banks on the deal, with Morgan Stanley the left lead.

Intersil is a Milpitas, Calif.-based designer and manufacturer of high-performance analog and mixed-signal semiconductors. Techwell is a San Jose, Calif.-based fabless semiconductor company.

Prime Healthcare closes

Prime Healthcare Services Inc. closed on Wednesday on its $232 million credit facility (B1), consisting of a $160 million five-year term loan B and a $72 million four-year term loan A, according to a market source.

Pricing on the term loan B is Libor plus 525 bps with a 2% Libor floor and an original issue discount of 971/2, and pricing on the term loan A is Libor plus 425 bps with a 2% Libor floor and an original issue discount of 981/2.

When the deal was first launched, it consisted of a $40 million five-year revolver and a $250 million six-year term loan, with both tranches talked at Libor plus 400 bps with a 2% Libor floor. It was then changed to a $40 million four-year revolver, a $50 million four-year term loan A talked at Libor plus 425 bps at 98½ and a $200 million five-year term loan B talked at Libor plus 525 bps at 971/2, with the 2% Libor floor still applying. Following that, it was revised to the final structure.

RBC is the lead bank on the deal that is being used to refinance existing debt, make certain investments and for general corporate purposes.

Prime Healthcare is an Ontario, Calif.-based owner and operator of acute care hospitals.

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