Cedar Fair sets talk; PSC tweaks deal; SoftLayer still evaluating changes; SonicWALL overfills

By Sara Rosenberg

New York, July 16 - Revised price talk on Cedar Fair LP's credit facility emerged on Friday as the company held a lender call to discuss/relaunch the deal, and PSC LLC modified pricing and the original issue discount on its term loan B.

Also, chatter is that SoftLayer Technologies Inc. is still trying to figure out what type of changes it is willing to make to its credit facility in order to get the deal done, SonicWALL Inc.'s credit facility is oversubscribed and is expected to allocate shortly, and Vision Solutions Inc. is getting ready to free up for trading as well.

In addition, Airvana Inc. announced plans for a new term loan, and while the formal launch is still over a week away, one-on-one conversations are being held with some accounts.

Cedar Fair talk surfaces

Cedar Fair held a conference call at 11 a.m. ET on Friday to discuss its $1.45 billion senior secured credit facility (Ba2/BB-) with lenders, and in connection with the call, price talk was announced, according to a market source.

The $1.15 billion six-year term loan is being talked at Libor plus 425 basis points with a 1.5% Libor floor and an original issue discount of 99, and the $300 million five-year revolver is being talked at Libor plus 400 bps, the source said.

When the deal first launched on May 21, the term loan was sized at $1.05 billion and price talk was Libor plus 375 bps with a 1.5% Libor floor and an original issue discount of 99 to 991/2, and talk on the revolver was Libor plus 350 bps with no Libor floor.

JPMorgan, KeyBank, UBS and Fifth Third Bank are the lead banks on the deal, with JPMorgan the left lead.

Cedar Fair sells notes

Syndication on Cedar Fair's credit facility had been halted after the May launch because of a delay with the company's bonds, but now that the bonds priced, momentum on the loan has picked up again.

On Thursday, the company priced $405 million - down from initial size of $500 million - of senior unsecured notes at 98.613 to yield 9 3/8%. On Thursday morning, the bonds were expected at $300 million and the term loan at $1.25 billion, but the sizes changed in the afternoon prior to pricing.

Proceeds from the credit facility and the notes will be used to refinance and terminate the company's existing credit facility.

As of March 28, the company had $1.5 billion of term loan debt with a final maturity in 2012 and $216 million in borrowings under its revolving credit facility that matures in 2011.

Cedar Fair, a Sandusky, Ohio-based regional amusement-resort operator, expects to close on the refinancing on July 29.

PSC sweetens pricing

PSC increased pricing and the original issue discount on its $175 million six-year term loan B, and with the changes, the deal was oversubscribed by the revised Friday commitment deadline, according to a market source. The original commitment deadline had been July 13.

Pricing on the term loan B is now Libor plus 500 bps, up from initial talk of Libor plus 475 bps to 500 bps, and the original issue discount is now 98, up from 981/2, the source said.

As before, the term loan B provides for a 1.75% Libor floor.

The company's $240 million credit facility also includes a $65 million five-year revolver that has already been syndicated.

Allocations on the deal are expected during the week of July 19.

PSC being acquired

Proceeds from PSC's credit facility will be used to help fund the buyout of the company by Lindsay Goldberg from Odysseus Holdings and Arrowhead Holdings for a total equity purchase price of $340 million and enterprise value of $331.5 million.

Equity of around 51% will comprise the remainder of the capitalization.

Pro forma for the transaction, the last 12 months ended May 31 total net leverage is 2.8 times.

RBC Capital Markets and Jefferies are the joint lead arrangers and bookrunners on the credit facility, and U.S. Bank and Amegy Bank joined on as the co-documentation agents.

Ratings are private and have a high single-B profile.

PSC is a Houston-based provider of hazardous waste management, industrial cleaning, and logistics services.

SoftLayer reviewing options

Market talk is that SoftLayer Technologies and the credit facility arrangers are still contemplating what changes to make to the company's credit facility (B2/B) to get the deal fully subscribed and are evaluating a slew of options, according to a market source.

Recent rumors were that the spread on the $20 million delayed-draw term loan and the $190 million term loan could head into the Libor plus 600 bps territory before syndication is completed.

By comparison, at launch, the delayed-draw term loan and the funded term loan were presented with talk of Libor plus 525 bps to 550 bps.

The term loans were also launched with a 1.75% Libor floor and an original issue discount of 99.

Another possible change could be more amortization on the term loan, the source told Prospect News on Friday.

SoftLayer lead banks

Deutsche Bank and SunTrust are the lead banks on SoftLayer Technologies' senior secured credit facility, with Deutsche the left lead.

The $230 million deal also includes a $20 million revolver.

Proceeds will be used to help fund the acquisition of a majority stake in the company by GI Partners.

SoftLayer is a Plano, Texas-based provider of on-demand data center and hosting services.

SonicWALL well met

SonicWALL's $275 million credit facility was oversubscribed ahead of the 2 p.m. ET commitment deadline on Friday as investors reacted well to the recent revisions that were made to the deal, according to a market source.

The facility consists of a $15 million revolver (Ba3/BB-) and a $155 million 51/2-year first-lien term loan (Ba3/BB-) priced at Libor plus 625 bps, and a $105 million 61/2-year second-lien term loan priced at Libor plus 1,000 bps.

All tranches include a 2% Libor floor and were sold at an original issue discount of 97.

Originally, the revolver and first-lien term loan were talked at Libor plus 500 bps, the second-lien term loan was talked at Libor plus 900 bps, the Libor floor was 1.75% and the discount was 98 - but all of these terms were sweetened on July 12.

SonicWALL call premiums

SonicWALL's first-lien term loan carries 101 soft call protection for one year, and the second-lien term loan is non-callable for one year, then at 103 in year two, 102 in year three and 101 in year four.

The soft call on the first-lien loan was added at the time of the other changes, and the call protection on the second-lien loan was revised from initial talk of 103 in year one, 102 in year two and 101 in year three.

Also, the first-lien term loan has an initial excess cash flow sweep of 75%, which was increased from 50% during syndication.

Credit Suisse is the lead bank on the deal.

SonicWALL break expected soon

Currently, it is anticipated that SonicWALL's credit facility will allocate and close during the week of July 19, the source remarked.

Proceeds will be used to help fund the acquisition of the company by Thoma Bravo LLC and Ontario Teachers' Pension Plan for $11.50 per share in cash. The transaction is valued at about $717 million.

Other funding will come from $280 million of equity and cash on hand.

Closing on the buyout is subject to regulatory approval and shareholder approval - which will be sought at a special meeting on July 23. The transaction is not subject to a financing condition.

SonicWALL is a San Jose, Calif.-based provider of IT security and data backup and recovery services.

Vision readies allocations

Also expected to hit the secondary market shortly is Vision Solutions' $255 million senior secured credit facility (B1/B+), which is targeting Monday as the day it will free up for trading, according to a market source.

The facility consists of a $240 million six-year term loan and a $15 million five-year revolver, with both tranches priced at Libor plus 600 bps with a 1.75% Libor floor and an original issue discount of 96.

The term loan includes 101 soft call protection for one year.

During syndication, pricing on the two tranches was flexed up from Libor plus 500 bps, the discount was widened from 98½ and the call protection was added to the term loan.

In addition, the excess cash flow sweep had been changed to 75% from 50%, and amortization on the term loan was revised to 5% per year from 1%.

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 and to refinance existing debt.

Double-Take stockholders will receive $10.55 in cash per share.

Closing 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.

Jefferies is the lead bank on the credit facility.

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.

Airvana coming to market

Airvana is planning a bank meeting during the week of July 26 to formally launch its proposed $330 million senior secured term loan, which is already being talked about on a one-on-one basis to some investors, according to a market source.

Price talk is not yet available and the size of the term loan is flexible, with the ability for it to be increased based on demand, the source said.

Jefferies is the left lead bank on the deal that will be used to refinance existing debt and pay a dividend.

Corporate ratings are expected at B2/B+.

Airvana is a Chelmsford, Mass.-based provider of mobile broadband network infrastructure products.

Fidelity National closes

Fidelity National Information Services Inc. closed on its $1.5 billion six-year term loan B (Ba1/BBB-/BB+), according to a news release.

Pricing on the term loan B is Libor plus 375 bps with a 1.5% Libor floor, and it was sold at an original issue discount of 99.

During syndication, the loan was upsized from $1.4 billion as the company's bonds were downsized to $1.1 billion from $1.2 billion, pricing was reduced from Libor plus 400 bps, and the original issue discount firmed at the low end of the initial 98½ to 99 guidance.

JPMorgan and Bank of America acted as the lead banks on the loan that is being used, along with the notes, to help fund the company's repurchase of up to $2.5 billion of its common stock, and refinance an existing term loan B.

Fidelity National is a Jacksonville, Fla.-based provider of financial institution core processing and card-issuer and transaction-processing services.

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