CGG, CHG set talk; Ford adds step, softens call protection; Isola flexes up; Sensata rises on earnings

By Sara Rosenberg

New York, Dec. 8 - Compagnie Generale de Geophysique (CGG) and CHG Healthcare Services, Inc. came out with price talk on their credit facilities as the deals were launched with bank meetings Friday.

In other primary news, Ford Motor Co. added a step down provision to its term loan B and softened the call protection as the tranche was oversubscribed, and Isola Group, SARL flexed pricing higher on its credit facility.

Meanwhile, in secondary happenings, Sensata Technologies BV's term loan B headed higher after the company released positive third-quarter numbers.

CGG held a bank meeting on Friday to officially kick off syndication on its proposed $1.1 billion credit facility (Ba2), and in conjunction with that meeting price talk on the transaction emerged, according to a market source.

The $800 million seven-year term loan B and the $300 million revolver were launched with talk of Libor plus 225 to 250 basis points, the source said.

Of the total revolver amount, $100 million will be in dollars and $200 million will be in euro equivalent.

Credit Suisse and RBC Capital are the lead banks on the deal, with Credit Suisse the left lead.

Proceeds from the facility will be used to help fund the acquisition of Veritas DGC Inc. for $3.1 billion.

CGG is a Massy, France-based provider of seismic data acquisition, processing and reservoir services to clients in the oil and gas exploration and production business. Veritas is a Houston-based provider of integrated geophysical information and services to the petroleum industry.

CHG price talk

CHG Healthcare also released price talk on its credit facility as it too launched with a bank meeting that was held Friday morning, according to a market source.

The $50 million revolver, $160 million term loan B and $40 million synthetic letter-of-credit facility were all presented to lenders with price talk of Libor plus 250 to 275 bps, while the $40 million second-lien term loan C was presented with price talk of Libor plus 600 bps, the source said.

The second-lien term loan carries call premiums of 102 in year one and 101 in year two.

Citigroup and Goldman Sachs are the lead banks on the $290 million deal, with Citi the left lead.

Proceeds will be used to fund the acquisition of the company by J.W. Childs Associates, LP and by senior management.

CHG is a Salt Lake City-based health care staffing firm.

Ford tweaks term B

Ford firmed up pricing on its $7 billion seven-year term loan B at Libor plus 300 bps - in line with original talk - but added a step down provision under which the spread can drop to Libor plus 275 bps if the corporate credit rating is B2, according to a market source.

In addition, the call protection on the term loan B was revised to non-callable for two years, then at 101 in year three and par thereafter, the source said. Originally, call protection on the loan was non-callable for two years, then at 102 in year three, 101 in year four and par thereafter.

Ford's up to $18.5 billion senior secured credit facility (Ba3/B) also includes a $10.5 billion to $11.5 billion five-year revolver. The revolver was originally launched with a size of $8 billion but is being upsized due to overwhelming market support.

Another change that was made to the credit agreement earlier this week regarded availability of the $2 billion basket for pari passu first-lien debt from either incremental facilities and/or permitted additional notes.

In addition to the conditions currently in the term sheet, Ford must now also meet one of the following two conditions to access any amount of the basket - it must pledge its investment in Mazda Motor Corp. as additional collateral for all of the senior secured debt, or it must decrease commitments under the revolver or repay term loan B debt by at least the amount of the additional debt.

The $1.5 billion basket for permitted non-loan exposure under the credit agreement was left unchanged.

Security for the credit facility is first-priority liens on principal domestic manufacturing facilities and substantially all of the company's other domestic automotive assets, certain intellectual property, certain real property, all or a portion of the stock of certain subsidiaries, certain intercompany payables and notes, and up to $4 billion of domestic cash without restriction on its use.

Proceeds from the loan, along with $4.5 billion in convertibles, will be used to replace the company's existing unsecured $6.3 billion credit facility, address near- and medium-term negative operating-related cash flow, fund its restructuring and provide added liquidity to protect against a recession or other unanticipated events.

JPMorgan, Citigroup and Goldman Sachs are the joint lead arrangers on the deal.

Ford is a Dearborn, Mich.-based manufacturer and distributor of automobiles.

Isola ups spreads

Isola increased pricing on its first- and second-lien term loans, and with the changes both tranches are "done very well," according to a market source.

The $180 million first-lien term loan is now priced at Libor plus 475 bps, up from original talk at launch of Libor plus 400 bps, the source said.

And, the $95 million second-lien term loan is now priced at Libor plus 775 bps, up form original talk at launch of Libor plus 700 bps, the source added.

Call protection on the second-lien is non-callable for six months, then at 102 for six months and at 101 for year two.

Isola's $325 million credit facility also includes a $50 million revolver.

UBS and Goldman Sachs are the lead banks on the recapitalization deal, with UBS the left lead.

Isola, a Texas Pacific Group portfolio company, is a Chandler, Ariz., technology-driven developer and manufacturer of high performance base materials, which are used in the manufacture of advanced multilayer printed circuit boards.

Dynea postponed

Dynea North America has decided to postpone its $245 million senior secured credit facility until next year, according to a market source.

The delay is due to an Oracle system issue. EBITDA may be $2 million to $3 million less; and so, the sponsor for the proposed acquisition wants to do due diligence, according to a market source.

The deal consisted of a $225 million seven-year first-lien term loan and a $20 million five-year revolver, with both tranches talked at Libor plus 225 bps.

UBS was acting as the bookrunner on the deal that was going to help fund Teachers' Private Capital's acquisition of Dynea North America from Dynea Chemicals Oy of Finland.

Dynea North America is a Mississauga, Ont., manufacturer of adhesive resins and overlay products used in high-performance adhesion and surfacing applications.

Sensata trades up on numbers

Switching to the secondary, Sensata's term loan B traded a little stronger in an otherwise quiet, sideways Friday market as the company announced good third-quarter financial results, according to a trader.

The term loan B closed the session quoted at 99 3/8 bid, 99 5/8 offered, up from previous levels of 99 1/8 bid, 99 3/8 offered, the trader said.

Early Friday morning, Sensata released results for the quarter ended Sept. 30 that included revenue of $287 million, up from $252 million last year, and adjusted EBITDA of $75 million, up $4 million from last year.

Cash at Sept. 30 was $88 million, up $36 million from June, and the company's line of credit remained undrawn.

For the first nine months of 2006, revenues, on a combined basis, increased 11% over the same period in the prior year to a record $880 million. Adjusted EBITDA, on a combined basis, was $234 million, which was $3 million higher than the same period last year.

Sensata is an Attleboro, Mass., supplier of engineered sensors and controls to the appliance, climate control, industrial, automotive, lighting and aircraft markets.

JW Aluminum closes

Wellspring Capital Management LLC completed its acquisition of JW Aluminum Holding Co. for a total cash consideration of $310 million on a cash and debt free basis from Superior Plus Income Fund, according to a news release.

To help fund the buyout, JW Aluminum got a new $310 million credit facility consisting of a $125 million ABL revolver with pricing that can range from Libor plus 125 to 175 bps based on excess availability and a $185 million second-lien term loan priced at Libor plus 600 bps with call protection of 102 in year one and 101 in year two.

UBS acted as the lead bank on the deal.

JW Aluminum is a Mt. Holly, S.C., manufacturer of specialty flat-rolled aluminum products.

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