Solera breaks; Intelsat retreats with amendment request; Federal-Mogul up on Icahn offer

By Sara Rosenberg

New York, Feb. 29 – Solera Holdings Inc. firmed up sizes on its U.S. dollar and euro term loan B tranches, and then the U.S. term loan B made its way into the secondary market on Monday above its original issue discount.

Also, Intelsat Jackson Holdings SA’s term loan softened in trading after the company announced an amendment proposal, and Federal-Mogul Holdings Corp.’s term loans were stronger as Icahn Enterprises LP offered to purchase the remaining shares of the company’s common stock that it does not currently own.

Back in the primary, HCA Holdings Inc. released price talk on its term loan B-6 with launch, and timing emerged on the bank meeting for ON Semiconductor Corp.’s credit facility, which is being brought to market with a slightly different structure than was outlined in the debt commitment letter.

Solera sets sizes, trades

Solera finalized the split of its $2.2 billion-equivalent seven-year senior secured term loan B as a $1.5 billion U.S. dollar tranche and a $700 million euro-equivalent tranche, according to a market source.

Pricing on the term loan B is Libor/Euribor plus 475 basis points with a 1% floor and an original issue discount of 97, and the debt has 101 soft call protection for one year.

Earlier in syndication, the company upsized its total term loan B size from $1.9 billion-equivalent, firmed pricing at the wide end of the Libor/Euribor plus 450 bps to 475 bps guidance, modified the discount from 98, extended the call protection from six months with the exception for dividend recapitalization deleted, removed the 12-month MFN sunset and made a number of other documentation changes.

Recommitments were due at 3 p.m. ET on Monday, and the U.S. term loan B then freed up for trading late in the day, with levels quoted at 97½ bid, 98¼ offered, another source remarked.

The company’s $2.5 billion senior secured credit facility (Ba3/B) also includes a $300 million revolver.

Solera being acquired

Proceeds from Solera’s credit facility, $1.73 billion of bonds, over $3 billion in equity and cash on hand will fund its buyout by Vista Equity Partners for $55.85 per share in a transaction valued at $6.5 billion, including existing net debt.

Upon upsizing the term loan B last week, the company downsized its bond offering from $2.03 billion.

Goldman Sachs Bank USA, Citigroup Global Markets Inc., Jefferies Finance LLC, Macquarie Capital (USA) Inc., Nomura Securities International Inc. and UBS AG are leading the credit facility.

Closing is expected this week.

Solera is a Westlake, Texas-based provider of software and services to the automobile insurance claims processing industry.

Intelsat loan dips

In more trading news, Intelsat’s term loan moved lower as the company disclosed in a 6-K filed with the Securities and Exchange Commission that it is seeking an amendment to its senior secured credit facility, according to a trader.

The term loan was quoted at 89 bid, 90½ offered post-news, down from 90¾ bid, 91¾ offered in the morning and 90 bid, 91 offered on Friday, the trader said.

The trader explained that the debt had been stronger in the morning versus Friday’s levels as a result of an overall better tone in the market but then fell below Friday’s levels once the amendment request was revealed.

Under the proposal, the Luxembourg-based provider of satellite services is seeking permission to permit second-lien pledges by Intelsat (Luxembourg) SA over the capital stock of Intelsat Jackson and technical changes confirming its existing ability to refinance term loans with other first-lien debt.

The proposed amendment also outlines that if Intelsat Jackson raises at least $450 million of gross cash proceeds of first-lien debt, the revolving credit commitment will be reduced to $350 million.

Federal-Mogul gains

Federal-Mogul’s term loans were higher in trading after the company revealed that Icahn, the owner of about 82% of the company’s outstanding shares of common stock, offered to acquire the remaining shares for $7 per share in cash, a trader said.

The term loan B was quoted at 85 bid, 90 offered, up from 83 bid, 87 offered, and the term loan C was quoted at 79 bid, 84 offered, up from 77 bid, 81 offered, the trader said.

Federal-Mogul said that it will appoint a special committee of independent directors who, in consultation with independent financial and legal advisors, will carefully review and evaluate the proposal.

Southfield, Mich.-based Federal-Mogul is a supplier of products and services to the manufacturers and servicers of vehicles and equipment in the automotive, light, medium and heavy-duty commercial, marine, rail, aerospace, power generation and industrial markets.

HCA discloses talk

Switching back to the new deal front, HCA held its lender call on Monday, launching its $2 billion seven-year term loan B-6 with talk of Libor plus 325 bps to 350 bps with no Libor floor, an original issue discount of 99.5 and 101 soft call protection for one year, a market source remarked.

Commitments are due at noon ET on Friday, the source added.

Bank of America Merrill Lynch, Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Wells Fargo Securities LLC are leading the deal that will be used to refinance the company’s term loan B-5 due March 2017.

HCA is a Nashville-based for-profit operator of health care facilities.

ON Semiconductor on deck

ON Semiconductor set a bank meeting for 10 a.m. ET in New York on Thursday to launch a $2 billion seven-year covenant-light term loan B, according to a market source, who said that the company’s $2.4 billion credit facility also includes a $400 million five-year revolver.

Proceeds will be used to help fund the acquisition of Fairchild Semiconductor International Inc. for $20.00 per share in an all cash transaction valued at about $2.4 billion.

When announcing the acquisition last year, the company filed the credit facility commitment letter with the Securities and Exchange Commission, and in that letter, the financing was outlined as a $2.4 billion seven-year covenant-light term loan B, and a $300 million five-year revolver with an option to increase by $200 million.

ON Semiconductor is now planning on issuing $400 million in senior unsecured notes, which is why the term loan B is coming at a smaller size than previously expected, the source explained.

ON Semiconductor lead banks

Deutsche Bank Securities Inc., Bank of America Merrill Lynch, HSBC Securities (USA) Inc. and SMBC are leading ON Semiconductor’s debt financing.

Commitments for the credit facility are due on March 16.

Official price talk on the term loan B has not yet been released, the source added.

The commitment letter filed with the SEC in November outlined expected terms on the B loan as Libor plus 350 bps with a 0.75% Libor floor, an original issue discount of 99 and 101 soft call protection for six months.

Closing on the acquisition is expected in the second quarter.

ON Semiconductor is a Phoenix-based semiconductor company. Fairchild Semiconductor is a San Jose, Calif.-based semiconductor company.

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