Euramax, Chiquita, FleetCor break for trading; Arby's sets official price talk at launch

By Sara Rosenberg

New York, June 28 - Euramax International Inc. allocated its $720 million credit facility Tuesday morning, with the term loan B freeing up for trading in the 101 plus context and the second-lien term loan seen in the upper-pars. Chiquita Brands International Inc. also hit the secondary loan market, with the term loans quoted wrapped around the mid-101 level by day's end. And, FleetCor Technologies broke for trading as well, although with slightly less activity, as the term loan was bid in the low-pars with no offers.

Meanwhile, in the primary, Arby's Restaurant Group Inc. firmed up opening price talk on its credit facility as the deal was launched into syndication.

Euramax's term loan B was seen quoted at 101 bid for $3 million, 101¼ offered for $3 million right after the break and then levels moved up to 101½ bid for $3 million, 101¾ offered for $2 million by afternoon, according to a fund manager. Levels stayed at the 101½ bid, 101¾ offered context for the rest of the session, a trader added.

Meanwhile, the second-lien term loan was seen quoted at par ½ bid, 101 offered throughout the day, the trader said.

As for allocations on the term loan B, they were labeled as "terrible" - which is not very surprising considering that the B loan was said to be heavily oversubscribed - with the fund manager admitting that he only got about 4% of the order size that he put in on the deal.

The $450 million seven-year term loan B (B1/B+) contains a $332 million U.S. piece with an interest rate of Libor plus 250 basis points, a $28 million equivalent sterling piece with an interest rate of Libor plus 275 basis points and a $90 million equivalent euro piece with an interest rate of Libor plus 275 basis points.

The U.S. term loan B was upsized from $255 million and pricing was reverse flexed from Libor plus 275 basis points late last week.

At the same time, the sterling term loan B was downsized from $40 million and pricing was reverse flexed from Libor plus 300 basis points.

And pricing on the euro term loan B was reverse flexed from Libor plus 300 basis points as well, although the size of the tranche was left unchanged.

The $190 million eight-year second-lien term loan (B3/B-) is priced with an interest rate of Libor plus 700 basis points. The tranche contains call protection of 102 in year one and 101 in year two.

The second-lien term loan was downsized from $255 million and pricing was increased from original price talk at launch of Libor plus 550 to 600 basis points during syndication.

Euramax's credit facility also contains an $80 million six-year revolver (B1/B+) with an interest rate of Libor plus 250 basis points. Pricing on the revolver came in at the low end of original guidance of Libor plus 250 to 275 basis points.

Goldman Sachs and Credit Suisse First Boston are joint bookrunners on the deal.

Proceeds will be used to help fund the leveraged buyout of Euramax by GSCP EMAX Acquisition LLC - a newly formed company organized by Goldman Sachs Capital Partners and management of Euramax -for a price of $1.038 billion less net debt and certain company transaction expenses.

Including all the modifications made during syndication, leverage is 3.5x through the first lien and 5x through the second lien.

Euramax is a Norcross, Ga., producer of aluminum, steel, vinyl and fiberglass products for original equipment manufacturers, distributors, contractors and home centers.

Chiquita breaks in 101s

Chiquita allocated its $600 million credit facility Tuesday, with the term loan B and the term loan C both quoted at 101 bid, 101¼ offered on the break before heading up to the 101 3/8 bid, 101 5/8 offered context by the end of the session, according to a trader.

Both the $125 million seven-year term loan B (B1/B+) and $375 million seven-year term loan C (B1/BB-) are currently priced at Libor plus 250 basis points after being reverse flexed from initial price talk of Libor plus 275 basis points during syndication.

The term loan B and term loan C contain a pricing grid under which spreads can fall to Libor plus 225 basis points if total leverage is less than 3x and Libor plus 200 basis points if total leverage is less than 21/2x. This grid was added when the tranches' pricing was reverse flexed.

Chiquita's credit facility also contains a $100 million five-year revolver (B1/B+) that is priced with an initial interest rate of Libor plus 225 basis points and has a 50 basis point commitment fee. The revolver was also reverse flexed during syndication, coming down from initial price talk of Libor plus 250 basis points.

Wachovia and Morgan Stanley acted as joint lead arrangers and joint bookrunners on the deal, with Wachovia the left lead and Goldman Sachs the documentation agent.

Proceeds from the credit facility and a $225 million 10-year bond were used to help fund the now completed $855 million cash acquisition of the Fresh Express unit of Performance Food Group Co.

The company had originally come to market with a $650 million credit facility a few months ago, but that deal was tabled in April because of legal matters. That deal had contained a $125 million five-year term loan A talked at Libor plus 175 basis points, a $375 million seven-year term loan B talked at Libor plus 225 basis points and a $150 million five-year revolver talked at Libor plus 175 basis points.

Chiquita later revealed that an internal investigation showed that some of its employees had shared pricing and volume information over many years with competitors in Europe and may have engaged in other conduct in violation of European competition laws and company policies.

The European Commission was notified by Chiquita of these wrongdoings and because of this voluntary notification and cooperation with the investigation, the European Commission has granted Chiquita immunity from any fines related to the conduct, conditioned on, among other things, continued cooperation.

Chiquita is a Cincinnati marketer, producer and distributor of bananas and other fresh produce.

FleetCor breaks

FleetCor's $130 million term loan freed up for trading on Tuesday with the paper quoted at par ¼ bid, no offers, according to a trader.

"It's not really going o trade much. It's small," the trader said.

The term loan is priced with an interest rate of Libor plus 350 basis points.

FleetCor's $150 million credit facility (B2/B+) also contains a $20 million revolver.

JPMorgan and PNC are the lead banks on the deal that will be used to help fund a leveraged buyout of the company by Bain Capital.

FleetCor is a Norcross, Ga.-based provider of management services.

Arby's price talk

Arby's decided to launch its proposed $600 million term loan with opening price talk of Libor plus 225 basis points and its proposed $100 million revolver with opening price talk of Libor plus 200 basis points at its Tuesday bank meeting, according to a market source.

Previously, market sources had the term loan talked in the area of Libor plus 225 to 250 basis points.

Citigroup, Bank of America and Credit Suisse First Boston are the lead banks on the $700 million deal (B+).

Proceeds from the new credit facility will be used to fund the acquisition of RTM Restaurant Group and refinance debt.

New York-based holding company Triarc Cos. Inc., parent of Arby's Franchise Trust -which is the franchisor of the Arby's restaurant system, will acquire RTM for $175 million in cash plus either 10 million shares of its existing class B common stock, series 1, or 10 million shares of newly created nonvoting class B common stock, series 2, that will convert into class B-1.

As part of the transaction, Triarc will provide $135 million cash to fund the acquisition and will consolidate all its restaurant operations, including RTM, under Arby's Restaurant Group.

Arby's Restaurant Group's financing commitments will cover the remaining cash needed to complete the acquisition, including transaction costs, and to refinance some of its own and RTM's existing debt.

Arby's Restaurant Group is assuming $420 million of net debt and related prepayment expenses, including about $185 million of RTM's capitalized lease obligations and financing obligations.

Triarc said it will look into creating a publicly traded restaurant company separate from its asset management business.

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