Delphi reworks structure again, readies allocations; Bauer Hockey, SM&P Utility oversubscribed

By Sara Rosenberg

New York, March 27 - Delphi Corp. came out with some more changes to its credit facility, including resizing all tranches, and now that these revisions have been made, the deal is hoped to allocate during Friday's session.

In other news, both the Bauer Hockey and SM&P Utility Resources Inc. deals are fully circled, plus some, at initial terms.

Delphi modified its credit facility yet again, this time increasing the size of the first-lien term loan since it was oversubscribed, and reducing the size of the ABL revolver and the second-lien term loan that General Motors Corp. is taking down, according to market sources.

The seven-year first-lien term loan (Ba2) is now sized at $2 billion, up from $1.7 billion, sources said, explaining that there were over $2 billion in orders from investors towards this tranche. Pricing on the loan was left at Libor plus 575 basis points, with a 3.25% Libor floor for life, an original issue discount of 92, and call protection of 102 in year one and 101 in year two.

The six-year ABL revolver is now sized at $1.4 billion, down from $1.6 billion, sources continued. Pricing on this tranche was left at Libor plus 300 bps, with a 150 bps unused fee.

And, the eight-year second-lien term loan (B2) is now sized at $2.65 billion, down from $2.825 billion, sources added. Pricing on this loan is Libor plus 695 bps, with a 3.25% Libor floor for life and call protection of 103 in year one and 101½ in year two.

JPMorgan and Citigroup are the lead banks on the now $6.05 billion deal, down from $6.125 billion.

Delphi's exit financing credit facility has gone through a number of changes during its syndication process.

When the company first launched the facility in early January, the deal was comprised of a $3.7 billion first-lien term loan (Ba3/B+), an $825 million second-lien term loan (B3/B-), of which $750 million was expected to be issued to General Motors in connection with plan of reorganization distributions, and a $1.6 billion ABL revolver.

The first-lien term loan had been launched at Libor plus 450 bps, with an original issue discount of 96 and call protection of 102 in year one and 101 in year two.

The ABL revolver had been launched with talk of Libor plus 250 bps.

Then, on March 11, the deal was relaunched, structured as a $1.7 billion first-lien term loan (Ba2/BB-), a $2 billion junior first-lien term note (B2/B), an $825 million second-lien term loan (B3/B-) and a $1.6 billion ABL revolver.

And, at the start of this week, the $2 billion junior first-lien term note that was going to be issued to an affiliate of General Motors was removed from the capital structure and the second-lien term loan was upsized to $2.825 billion from $825 million.

In addition, at that time, pricing on the second-lien term loan was reduced from Libor plus 875 bps and a 92 original issue discount was eliminated, and the unused fee on the ABL revolver was increased from 50 bps.

Also, initially, the second-lien loan was going to be sized at $1.5 billion, but it was downsized prior to the first launch as a result of a permanent improvement in liquidity as the company generated cash flow during the second half of 2007 in excess of the amount projected in its revised business plan.

Proceeds from the credit facility will be used to repay the company's debtor-in-possession financing facility, to fund other payments required upon emergence from Chapter 11 and to conduct post-reorganization operations.

Delphi is a Troy, Mich.-based automotive electronics manufacturer.

Bauer Hockey gets done

Bauer Hockey's $117 million credit facility is expected to close at initial terms, being that the deal is oversubscribed, and allocations are anticipated for early next week, according to a market source.

The facility consists of a $75 million revolver and a $42 million term loan, with both tranches priced at Libor plus 450 bps and sold to investors at an original issue discount of 99.

GE Capital is the lead bank on the deal that will be used to help fund the acquisition of the hockey manufacturer.

An investor group led by Kohlberg & Co. and Canadian businessman W. Graeme Roustan is buying Bauer Hockey from Nike Inc. for $200 million in cash.

SM&P successfully syndicates

SM&P Utility Resources is also oversubscribed at its original price talk levels, with no changes expected on the deal before close, and it too should allocate early next week, according to a market source/

The $115 million six-year credit facility consists of a $50 million revolver and a $65 million term loan.

Both tranches are priced at Libor plus 450 bps, with a 3% Libor floor, and were sold at an original issue discount of 981/2.

GE Capital is the lead bank on the deal that will be used to help fund the acquisition of the company by Stripe Acquisition Inc., an affiliate of Kohlberg Management VI LLC, from Laclede Group Inc. for $85 million in cash.

The transaction, which is structured as a stock sale, is expected to close this month, subject to certain customary closing conditions, including debt and equity financing.

SM&P is a Carmel, Ind., underground locating and marking service business for telecommunication, cable, water, gas and power companies.

Amedisys closes

Amedisys Inc. closed on its new $400 million senior unsecured credit facility, according to a news release.

JPMorgan, UBS and Oppenheimer acted as the lead arrangers and bookrunners on the deal, with JPMorgan the agent, and UBS and Oppenheimer the syndication agents.

The facility consists of a $250 million five-year revolver and a $150 million five-year term loan.

According to previous filings with the Securities and Exchange Commission, the credit facility is initially priced at Libor plus 175 basis points. Pricing can range from Libor plus 75 bps to 200 bps, depending on leverage.

Proceeds were used to help fund the acquisition of TLC Health Care Services Inc., a Lake Success, N.Y., provider of home nursing and hospice services, from Arcapita Inc. for $395 million in cash.

Other financing for the acquisition came from $100 million of privately placed senior notes, which mature in years 2013 through 2015.

Amedisys is a Baton Rouge, La., home nursing company.

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