Fisher Scientific restructures deal ahead of next week's commitment deadline

By Sara Rosenberg

New York, June 3 - Fisher Scientific International Inc.'s proposed credit facility (Ba2) was reworked this week to increase the size to $1.1 billion through the addition of a $300 million delayed-draw term loan A and the various existing tranches were shifted around and repriced, according to a market source. Commitments are due next week.

The $300 million delayed draw term loan A is priced with an interest rate of Libor plus 125 basis points.

Meanwhile, the $400 million revolver was reverse flexed to Libor plus 125 basis points from Libor plus 150 basis points, the term loan A was increased to $250 million from $150 million and reverse flexed to Libor plus 125 basis points from Libor plus 150 basis points and the term loan B was decreased to $150 million from $250 million and reverse flexed to Libor plus 150 basis points from Libor plus 175 basis points.

Bank of America, Deutsche Bank and Credit Suisse First Boston are the lead banks on the deal, which actually launched on May 21, not expected June business as was previously reported by Prospect News.

Proceeds from the credit facility will be used to help fund the merger between Fisher and Apogent Technologies Inc. Under the terms of the merger agreement, Apogent shareholders will receive tax-free 0.56 shares of Fisher Scientific's common stock for each share of Apogent common stock they own.

Upon completion of the transaction, Fisher's shareholders would own about 57% of the combined company, and Apogent's shareholders would own about 43%. The companies anticipate that the transaction will be completed early in the third quarter of the 2004 calendar year. The combined scientific research and laboratory products company will be called Fisher Scientific International Inc. and will be based in Hampton, N.H.

The merger is subject to the approval of the shareholders of both Fisher Scientific and Apogent Technologies, as well as customary regulatory approvals. Fisher and Apogent intend to hold meetings of stockholders on June 28. And, on May 21, the waiting period required under the Hart-Scott-Rodino Antitrust Improvements Act expired.

On May 28, the two companies began exchange offers that relate to $645 million of Apogent's existing debt securities as part of the planned merger. The offers involve the exchange of $345 million of Apogent's floating-rate convertible senior debentures due 2033 for new floating-rate convertible senior debentures, and $300 million of Apogent's 2.25% convertible senior debentures due 2021 for new 2.25% convertible senior debentures.

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