Amscan, BPL Acquisition term loans quoted in 101 context on break into secondary

By Sara Rosenberg

New York, April 27 - Amscan Holdings Inc.'s $250 million credit facility (B1/B+) and BPL Acquisition LP's $100 million term loan (Ba1/BBB-) allocated on Tuesday with both companies' term loans immediately moving up to around the 101 context upon hitting the secondary.

More specifically, Amscan's institutional paper broke at par ¾ bid, 101 offered late in the day and then proceeded to move higher on the offer side to 1011/4, according to a fund manager.

The $200 million term loan B is priced with an interest rate of Libor plus 275 basis points and contains a stepdown to 250 basis points under certain conditions.

The credit facility also contains a $50 million revolver with an interest rate of Libor plus 250 basis points.

Amscan's credit facility was oversubscribed within of couple of days of launching into the primary market despite the fact that the syndicate did not come out with price talk until recently.

Goldman Sachs is the lead bank on the deal.

Proceeds will be used to help fund Amscan's recapitalization, which will also be funded through the issuance of $175 million of subordinated bonds.

Total leverage following the transactions will be 5.7 times total and three times bank.

As part of Amscan's recapitalization via Berkshire Partners and Weston Presidio, the company will merge with AAH Acquisition Corp., a newly formed corporation affiliated with AAH Holdings Corp., an entity jointly controlled by affiliates of Berkshire Partners and Weston Presidio, according to a company news release. GS Capital Partners II LP, and certain other funds managed by or affiliated with Goldman Sachs & Co., which currently own about 71% of Amscan, will transfer all of their equity interests in the company.

The total value of the transaction, including equity and debt, is about $540 million, with the equity portion estimated to be around $240 million.

The merger, which is expected to close in mid-2004, is subject to the approval of Amscan stockholders, the availability of financing, the expiration of antitrust waiting periods and certain other conditions. Shareholders of Amscan representing approximately 99% of the outstanding Amscan stock have agreed to vote in favor of the transaction.

Amscan is an Elmsford, N.Y., decorative party goods company.

BPL Acquisition breaks

BPL Acquisition's $100 million term loan, which is priced with an interest rate of Libor plus 225 basis points and contains a stepdown in pricing to Libor plus 200 basis points under certain conditions, broke for trading right around 101 on Tuesday, according to a trader.

Goldman Sachs is the sole lead bank on the deal that will be used to fund the purchase of Glenmoor Ltd., the parent of the company's general partner, Buckeye Pipe Line Co., by a new entity formed by Carlyle/Riverstone Global Energy and Power Fund II LP.

Buckeye is an Emmaus, Pa., independent pipeline common carrier of refined petroleum products.

Leiner price talk emerges

Price talk on Leiner Health Products' proposed $290 million senior credit facility surfaced on Tuesday, with the $50 million five-year revolver talked at Libor plus 275 basis points and the $240 million seven-year term loan talked at Libor plus 300 basis points, according to an informed source.

Furthermore, it is now anticipated that the bank meeting may take place next week, as opposed to the broader timeframe of early May that was previously given, the source said. However, it is possible that the deal may be pushed back a week to launch during the week of May 10, the source added.

UBS and Morgan Stanley are the joint lead arrangers and bookrunners, and Credit Suisse First Boston is a co-documentation agent on the deal.

Proceeds, along with proceeds from a proposed $150 million bond offering, will be used to back North Castle Partners and Golden Gate Capital's $650 million recapitalization of Leiner that involves a sale of North Castle's existing majority stake in the company.

Under the recapitalization Golden Gate and a new fund investment vehicle managed by North Castle will invest about $265 million and will be the co-sponsors of Leiner. Leiner's management team will retain a significant ownership in the company, according to a company news release.

Leiner is a Carson, Calif., manufacturer of vitamins, minerals, supplements and diet aids, and producer of store brand over-the-counter drugs.

Consolidated Container price talk

Price talk also emerged on Consolidated Container Co. LLC's proposed $245 million credit facility, with the $200 million term loan B talked at Libor plus 350 basis points and the $45 million revolver talked at Libor plus 375 basis points, according to a market source.

The deal, which is scheduled to launch via a bank meeting on Thursday, is being led by Deutsche Bank.

Proceeds will be used to refinance existing debt.

Consolidated Container is an Atlanta manufacturer of rigid plastic containers.

UGS PLM size revealed

A size of $625 million for UGS PLM Solutions' credit facility was revealed on Tuesday, although the structure of the deal is still unavailable despite the upcoming Thursday bank meeting date, according to a market source.

Previously all that was known in terms of sizing was that the company would be getting total debt financing of about $1 billion between a new credit facility and a high-yield bond offering.

JPMorgan, Citigroup and Morgan Stanley are the lead banks on the credit facility, with JPMorgan listed on the left.

Those same three banks will be leading the bond offering, but the order will be slightly different with Citigroup listed on the left and then JPMorgan and Morgan Stanley.

Proceeds from the debt transactions will be used to help support the previously announced acquisition of UGS PLM by Bain Capital, Silver Lake Partners and Warburg Pincus from Electronic Data Systems Corp. for $2.05 billion in cash.

UGS PLM is a Plano, Texas, provider of PLM software and related services.

Revlon launches, structure firms

Revlon Consumer Products Corp., a wholly owned subsidiary of Revlon Inc., held a bank meeting for its proposed $680 million credit facility (B) on Tuesday at which time the syndicate revealed pricing on the pro rata and institutional tranches, according to a market source.

The $530 million six-year term loan B is priced with an interest rate of Libor plus 325 basis points, proving the previous speculation by some market sources of Libor plus 275 basis points pricing incorrect, and the $150 million five-year revolver is priced with an interest rate of Libor plus 325 basis points with an undrawn fee of 50 basis points, the source said.

JPMorgan and Citigroup are the lead banks on the deal with JPMorgan listed on the left.

Proceeds from the credit facility, combined with proceeds from a proposed $400 million senior unsecured bond offering, will be used to refinance the company's existing credit facility of approximately $312 million and fund tender offers to purchase about $555 million of its notes, consisting of any and all of the $363 million outstanding 12% senior secured notes due 2005, any and all of the $116.2 million outstanding 8 1/8% senior notes due 2006, and any and all of the $75.5 million outstanding 9% senior notes due 2006.

Successful completion of the credit facility and the bond offering are both conditions of the tender offers.

Revlon anticipates closing on the credit facility in mid May being that the tender offers and consent solicitation, in the case of the 12% senior secured notes, expire on May 14.

Revlon is a New York manufacturer and seller of cosmetics and skin care, fragrances and personal care products.

Midwest Generation closes

Midwest Generation LLC closed on it new $900 million credit facility, according to a company news release, consisting of a $700 million seven-year first priority secured institutional term loan (Ba3/B+) priced with an interest rate of Libor plus 325 basis points and a $200 million revolver.

Besides left lead Citigroup, Credit Suisse First Boston, JPMorgan and Lehman Brothers were all lead banks on the deal as well.

Security for the term loan and the revolver is a first lien on substantially all of the coal fired generating plants owned by Midwest Generation.

Proceeds from the term loan combined with proceeds from $1 billion of putable second priority senior secured notes will be used to refinance $693 million of debt due in December owed by its direct parent, Edison Mission Midwest Holdings Co., and to make termination payments under the Collins Station lease of about $970 million.

The revolver will be used for working capital and replace the existing working capital facility under which nothing is drawn.

Midwest Generation is a Chicago electric company.

Charter closes

Charter Communications Operating LLC closed on its $6.5 billion credit facility consisting of a $3 billion term loan B priced with an interest rate of Libor plus 325 basis points, a $2 billion term loan A priced with an interest rate of Libor plus 300 basis points and a $1.5 billion revolver priced with an interest rate of Libor plus 300 basis points.

JPMorgan and Bank of America are the lead banks on the St. Louis cable company's deal, with JPMorgan listed on the left.

Proceeds, combined with proceeds from a $1.5 billion senior second lien notes offering, were used to refinance the bank debt of Charter's subsidiaries, CC VI Operating Co. LLC, Falcon Cable Communications LLC, and CC VIII Operating LLC, all as one concurrent transaction.

With the completion of this transaction, the company extended beyond 2008 about $8 billion of the scheduled debt maturities and credit facility commitments which would otherwise have come due before that time, according to a company news release.

Metro-Goldwyn-Mayer closes

Metro-Goldwyn-Mayer Inc. closed on its $2.4 billion credit facility consisting of a $1.6 billion term loan B with an interest rate of Libor plus 250 basis points, a $400 million revolver with an interest rate of Libor plus 225 basis points and a $400 million term loan A with an interest rate of Libor plus 225 basis points.

Bank of America and JPMorgan were the lead banks on the deal, with Bank of America listed on the left.

Proceeds will be used to fund a shareholder distribution of $8 per common share that was approved Monday and refinance existing debt.

"Our strong cash flow and our confidence in our ability to continue to generate strong cash flow are the principal reasons why we decided to reward our shareholders with an extraordinary dividend of $8.00 per share," said Alex Yemenidjian, chairman and chief executive officer, in a company news release.

"Future cash flows give us significant operating flexibility for both deleveraging and investing in our operations, and we continue to have ready access to the equity markets and ample additional borrowing capacity should strategic opportunities present themselves.

"Our newly refinanced credit facility, which consists of $2 billion in term loans and a $400 million revolving line of credit, exceeds our previous facility yet carries a lower interest-rate spread. The fact that the facility was significantly over-subscribed represents a vote of confidence by our lenders in the future strength of our core business."

Metro-Goldwyn-Mayer is a Los Angeles entertainment content company.

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