Dunluce revises credit facility commitment letters from two banks to back TNS bid

By Sara Rosenberg

New York, Jan. 24 - Dunluce Acquisition Corp. has revised commitment letters from two separate banks for two different credit facilities to back its reduced bid for TNS Inc., according to an SC 13D/A filed with the Securities and Exchange Commission Wednesday.

Under the JPMorgan revised commitment letter, the proposed credit facility would now be sized at $450 million, consisting of a $285 million first-lien term loan, a $25 million revolver and a $140 million second-lien term loan.

Originally, the JPMorgan commitment provided for a $465 million senior credit facility, consisting of a $290 million first-lien term loan, a $25 million revolver and a $150 million second-lien term loan.

Meanwhile, under the SunTrust revised commitment letter, the proposed credit facility would be sized at $435, million consisting of a $25 million revolver, a $290 million first-lien term loan B and a $120 million second-lien term loan.

Originally, the SunTrust commitment provided for a $465 million senior credit facility, consisting of a $25 million revolver, a $310 million first-lien term loan B and a $130 million second-lien term loan.

Dunluce has the option to choose to use either of these commitments if the proposed acquisition gets the go-ahead.

The change to the two commitment letters is a result of Dunluce reducing its bid for TNS to $16.00 per share from $20.00 per share.

When the proposed buyout was first announced, Dunluce actually had a third commitment letter in place, under which Morgan Stanley would have provided a $468 million senior credit facility, consisting of a $291 million first-lien term loan B, a $127 million second-lien term loan and a $50 million revolver. This commitment is not being considered any more.

Dunluce is a company formed by John McDonnell Jr., founder and former chief executive of TNS, and ABRY Partners, who has agreed to make an up to $125 million equity contribution to back the public-to-private transaction should it succeed.

TNS is a Reston, Va.-based provider of business-critical data communications services to processors of credit card, debit card and ATM transactions.

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