Navigant $60 million convertible talked at 4.75-5.25% yield, up 20-27%

By Ronda Fears

Nashville, Nov. 3 - Navigant International Inc. launched $60 million of 20-year convertible notes talked to yield 4.75% to 5.25% with a 20% to 27% initial conversion premium on Monday for a day of marketing with pricing after the close.

Banc of America Securities is lead manager of the Rule 144A deal.

Co-managers are McDonald, ABN Amro, Bank of Nova Scotia, Unterberg and Wells Fargo.

The subordinated notes will be non-callable for seven years, with puts in years seven, 10 and 15. Also, there is a 120% contingent conversion trigger.

There is a $12 million greenshoe available.

The Englewood, Colo.-based consulting services firm said the convertible offering is part of a refinancing package that also includes a new $170 million senior secured credit facility.

Navigant said it has executed a credit agreement with a number of financial institutions for the senior secured facility, which is effective only upon the closing of other elements of the refinancing and the payment in full of its senior secured notes, including a make-whole payment of about $12.5 million.

The new bank facility will consist of a four-year revolving credit facility for $120 million, which will initially accrue interest at 325 basis points over Libor, and a five-year term loan for $50 million, which will initially accrue interest at 350 bps over Libor.

The company said proceeds from the convertible offering, together with borrowings under the new credit facility, will be used to repay its $80 million of senior secured notes, which accrue interest at 9.84%, and to pay associated make-whole payment premiums. Also, the company plans to repay the entire balance outstanding under its existing credit facility, which presently accrues interest at 325 bps over Libor.

On repayment, the existing credit facility will be cancelled and replaced by the proposed new $170 million senior secured credit facility.

Navigant provides of corporate travel management services in the U.S., including accounting systems that track and reconcile business travel expenses, process and classify billing information and provide management reports that can be tailored to meet particular needs. In July 2002, it acquired Transcap Voyages, a Paris-based travel agency.

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