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Published on 6/29/2010 in the Prospect News Bank Loan Daily.

DynCorp, Willbros tweak deals; Fidelity floats talk; inVentiv expected shortly; Ocwen well met

By Sara Rosenberg

New York, June 29 - In the primary market on Tuesday, DynCorp International Inc. reduced pricing on its term loan and set the original issue discount at the low end of talk, Willbros Group Inc. increased the original issue discount on its B loan, and Fidelity National Information Services Inc. started whispering guidance on its term loan B in preparation for its upcoming launch.

Also, inVentiv Health Inc. is looking at next week to kick off syndication on its proposed deal, and Ocwen Loan Servicing LLC's term loan has been met with very good demand from investors, bringing the book to oversubscription levels way ahead of next week's commitment deadline.

Moving over to the secondary market, bids were due on a $227 million Bid Wanted In Competition and chatter was that almost all of the names in the portfolio traded.

DynCorp revises spread

DynCorp reverse flexed pricing on its $565 million term loan on Tuesday to Libor plus 450 basis points from Libor plus 475 bps as a result of the tranche being so well received by the market, according to a market source.

In addition, the original issue discount firmed at 98, the tight end of the 97 to 98 talk, and 101 soft call protection for one year was added, the source said.

The 1.75% Libor floor on the term loan was left unchanged.

Recommitments were due from lenders in the afternoon and allocations are expected to go out on Wednesday.

Bank of America, Citigroup, Barclays Bank and Deutsche Bank are the lead banks on the $715 million credit facility (Ba1/BB), which also includes a $150 million revolver.

As was previously reported, being that the term loan saw such good demand, the books were closed at the end of the day on Monday, accelerated from the original Wednesday commitment deadline.

DynCorp being acquired

Proceeds from DynCorp's credit facility will be used to help fund its buyout by Cerberus Capital Management LP for $17.55 in cash per share. The transaction is valued at about $1.5 billion, including the assumption of debt.

Other financing for the acquisition will come from $455 million of senior unsecured notes and $591.6 million in equity.

Closing is expected in the third or fourth quarter, but could close as early as the end of June, subject to customary conditions.

DynCorp is a Falls Church, Va.-based government services provider in support of U.S. national security and foreign policy objectives.

Willbros widens OID

Willbros Group raised the original issue discount on its $300 million four-year term loan B to 94 from talk in the 97 to 98 area, while leaving pricing unchanged at Libor plus 750 bps with a 2% Libor floor, according to a market source.

In addition, it was decided that the term loan's call premiums of 102 in year one and 101 in year two would be hard-call protection, the source said.

Allocations are targeted to go out on Wednesday.

The $475 million senior credit facility (B2/BB-) also includes a $175 million three-year revolver that is priced at Libor plus 425 bps, with a step-down to Libor plus 375 bps after an interim period.

Upfront fees on the revolver were offered anywhere from 112.5 bps to 137.5 bps based on commitment size.

Willbros changed before

When Willbros' credit facility was first launched in early April, the term loan B was sized at $300 million and was talked at Libor plus 450 bps to 500 bps with a 2% Libor floor and an original issue discount of 98 to 981/2. Also, pricing was able to step down by 50 bps after an interim period.

The loan, however, was not getting done at those terms, so the company decided to leave price talk unchanged but downsize the term loan B to $50 million and approach the high-yield market with a $250 million six-year senior secured second-lien notes offering that was talked in the 12% area.

The notes were then discarded as a result of weakness in the high-yield market, so the B loan went back to its original size and pricing was increased.

Meanwhile, the revolver was left unchanged throughout the entire syndication process.

Crédit Agricole Corporate and Investment Bank and UBS Securities are the joint bookrunners on Willbros' term loan B. Crédit Agricole is the bookrunner on the revolver.

Willbros buying InfrastruX

Proceeds from Willbros' credit facility will be used to help fund the acquisition of InfrastruX Group Inc., a Seattle, Wash.-based provider of electric power and natural gas transmission and distribution infrastructure services.

Wilbros will be paying stockholders of InfrastruX cash of $360 million in addition to 7.9 million of new Willbros shares.

In addition, InfrastruX stockholders will be eligible for contingent earn-out payments of up to $125 million.

The company expects to complete the transaction on or around July 1.

Willbros is a Houston-based independent contractor for the oil, gas, power, refining and petrochemical industries.

Fidelity National guidance emerges

Price talk on Fidelity National Information Services' $1.4 billion six-year term loan B was making its way around the marketplace ahead of the 1 p.m. ET conference call scheduled for Wednesday that will launch the deal into syndication, according to a market source.

The term loan B is being talked at Libor plus 400 bps with a 1.5% Libor floor and an original issue discount of 981/2, the source said.

"That should do well. Well known, well liked company. Good ratings. Pricing wider than it would have [been] three weeks ago," the source continued.

Fidelity National funding recapitalization

Proceeds from Fidelity National's term loan B will be used to help fund a recapitalization plan, under which it will repurchase up to $2.5 billion of its common stock in a modified Dutch auction tender offer, and to refinance an existing term loan B.

The company had previously said that it would get $2.5 billion of additional term loans and long-term bonds to fund the transactions.

JPMorgan and Bank of America are the lead banks on the term loan B for the Jacksonville, Fla.-based provider of financial institution core processing and card-issuer and transaction-processing services.

Fidelity National does amend/extend

One June 8, Fidelity National launched and has since then completed an amendment and extension of its term loan A and revolving credit facility, asking to push out the maturity on the tranches to July 2014, with pricing on the extended debt set at Libor plus 250 bps.

As of March 31, the company had $1.838 billion of term loan A debt priced at Libor plus 75 bps and around $339 million drawn under its revolver - with $555 million of unused capacity - priced at Libor plus 60 bps, according to filings with the Securities and Exchange Commission. Both the term loan A and the revolver are set to mature on Jan. 18, 2012.

Lenders were being offered a 50 bps extension fee and a 100 bps fee for new commitments.

In addition, the amendment sought permission to incur up to $3.4 billion of new term loan debt and unsecured notes.

Fidelity National gets incremental pro rata

Fidelity National announced on Tuesday that through the amendment and extension, $2 billion of term loan A and $933 million of revolver commitments now expire in July 2014.

The amendment provided $560 million of incremental term loan A and about $140 million of additional revolver availability.

Proceeds from the incremental term loan A will help with the share repurchase and the term loan B refinancing.

The company still has $397 million of term loan A and $103 million of revolver capacity maturing in January 2012.

inVentiv floats possible timing

Targeted timing on inVentiv Health's proposed $600 million senior secured credit facility began circulating, with the deal anticipated to launch late in the week of July 5, according to a market source, who added that a specific date is not yet available.

Based on recent filings with the SEC, the credit facility is expected to consist of a $525 million term loan and a $75 million revolver.

Citigroup is the lead bank on the deal.

Proceeds will be used to help fund the buyout of the company by Thomas H. Lee Partners LP for $26 per share in cash. The acquisition is valued at $1.1 billion.

inVentiv plans notes

In addition to the credit facility, inVentiv plans on issuing $275 million of senior unsecured notes and getting up to $384 million in equity to fund its buyout, the filings said.

As a backup for the notes, the company has received a commitment for an at least $275 million senior unsecured bridge loan.

Closing on the transaction is expected to take place in the third quarter, subject to customary conditions.

inVentiv is a Somerset, N.J.-based provider of end-to-end clinical development, launch and commercialization services to the pharmaceutical and health care industries.

Ocwen nets orders

Ocwen Loan Servicing's $350 million senior secured term loan (B1/B/BB-) has been "going very well" since launching on June 23 with the tranche already oversubscribed, and lenders still have until July 8 to throw in their orders, according to a market source.

The term loan is being talked at Libor plus 700 bps with a 2% Libor floor and an original issue discount of 98 to 99.

In addition, the loan includes 101 soft call protection for one year.

Barclays and Deutsche Bank are the joint bookrunners on the deal, with Barclays the lead arranger.

Proceeds will be used to help fund the purchase of Barclays Bank plc's HomEq Servicing, a U.S. mortgage servicing business, for $1.3 billion in cash.

Ocwen getting seller financing

As part of the purchase agreement, Barclays has agreed to provide Ocwen with seller financing in the form of a $140 million bridge loan, which is expected to be replaced by the term loan.

Furthermore, Barclays said that it will provide a $905 million servicer advance facility.

Closing on the acquisition is expected to take place in the third quarter, subject to customary conditions, including competition clearance.

Ocwen Loan Servicing is a subsidiary of Ocwen Financial Corp., a West Palm Beach, Fla.-based provider of residential and commercial loan servicing, special servicing and asset management services.

BWIC trades

Switching to the secondary market, bids were due on $227 million BWIC that was comprised of 42 tranches from around 35 names, according to a trader.

And of the entire portfolio, talk was that only of one the names did not trade, the trader remarked.

The loans in the BWIC were pretty much "flow-type" issuers, the trader continued, including Michaels Stores Inc., First Data Corp., HCA Inc., Charter Communications Inc. and Texas Competitive Electric Holdings Co. LLC.

Jack in the Box closes

In other news, Jack in the Box Inc. closed on its $600 million five-year credit facility (Ba3/BB+), consisting of a $200 million term loan and a $400 million revolver, with both tranches priced at Libor plus 250 bps according to a news release.

The term loan was added to the deal during syndication.

Wells Fargo, Bank of America and Morgan Stanley acted as the joint lead arrangers and joint bookrunners on the deal.

Proceeds will be used to repay all of the company's existing bank debt.

Jack in the Box is a San Diego-based restaurant company that operates and franchises Jack in the Box and Qdoba Mexican Grill restaurants.

Michael Foods wraps deal

The $1.7 billion buyout of Michael Foods Inc. by GS Capital Partners from Thomas H. Lee Partners LP has been completed, according to a news release.

To help fund the transaction, Michael Foods got a new $865 million credit facility (B1/BB-), consisting of a $75 million revolver and a $790 million term loan.

Pricing on the term loan is Libor plus 450 bps, after firming at the low end of the initial Libor plus 450 bps to 475 bps guidance. The loan includes a 1.75% Libor floor and 101 soft call protection for one year, and it was sold to investors at an original issue discount of 98.

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

Michael Foods is a Minnetonka, Minn.-based producer and distributor of food products.


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