Rayovac price talk revealed ahead of launch; Accuride term B nearing subscription

By Sara Rosenberg

New York, Jan. 10 - Price talk on Rayovac Corp.'s approximately $1.2 billion credit facility (B1) surfaced as the deal is gearing up to launch in New York on Tuesday and in London later this week. Meanwhile, Accuride Corp.'s recently launched term loan B is filling up as commitments have continuously been flowing into the book over the past few days.

Rayovac's $300 million revolver is talked at Libor plus 225 basis points. The U.S. and Canadian dollar tranches of its term loan B are talked at Libor plus 225 to 250 basis points. And, the euro tranche of its term loan B is talked at Libor plus 275 basis points, according to a market source.

The total term loan B - including the U.S., Canadian and euro tranches - is estimated to be around $900 million to $950 million. However, the term loan will be predominantly in U.S. dollars, with approximately no more than $200 million in euros and Canadian dollars.

Bank of America, Citigroup and Merrill Lynch are the lead banks on the deal, with Bank of America the left lead.

Proceeds will be used by Rayovac to help fund the acquisition of United Industries Corp. for a total value of about $1.2 billion including the assumption of about $880 million of United Industries debt - comprised of senior debt and senior subordinated notes - that will be redeemed or replaced and a cash tax benefit of $140 million. Proceeds will also be used to refinance Rayovac's existing credit facility.

Rayovac will issue $500 million of senior subordinated notes via Bank of America, Citigroup and Merrill Lynch to help fund the acquisition as well. Rayovac's existing bonds will remain outstanding following the acquisition; so, the newly capitalized company will have $850 million of senior subordinated notes outstanding.

United Industries is a St. Louis-based manufacturer and marketer of consumer products for lawn and garden care and household insect control. Currently 83% of United is owned by Thomas H. Lee Equity Fund IV. It is anticipated that following the transaction Thomas H. Lee will hold an ownership position in Rayovac of about 25%.

The transaction, which is expected to close in February, is subject to approval under the Hart-Scott-Rodino Anti-trust Improvements Act and other customary closing conditions. The transaction has been approved by United's shareholders.

Rayovac is an Atlanta-based consumer products company and one of the largest battery, shaving and grooming, and lighting companies.

Accuride filling up

Accuride's $615 million seven-year term loan B, which is talked at Libor plus 250 basis points, has seen a good amount of investor interest since its launch last Thursday with the book now about two thirds of the way done, according to a market source.

Interestingly, Accuride filed an S-1 with the Securities and Exchange Commission on Monday for an initial public offering of its common stock, with a portion of the IPO proceeds earmarked for repayment of some of the new term loan B debt. Just how or if this news will affect the currently in-market deal, which according to the S-1, the company still plans on getting, was unavailable prior to press time.

The $740 million credit facility also contains a $125 million five-year revolver with price talk of Libor plus 250 basis points.

The term loan B is being offered at par. Upfront fees on the revolver are 150 basis points for a $30 million commitment and 125 basis points for a $15 million commitment.

Commitments are due by Jan. 21.

Citigroup Global Markets Inc. and Lehman Brothers Inc. are joint lead arrangers on the deal, with Citigroup the left lead, and UBS Securities LLC is documentation agent.

Proceeds will be used to help fund the acquisition of Transportation Technologies Industries Inc., and refinance both Accuride and Transportation Technologies' senior bank debt and Transportation Technologies' subordinated debt.

Upon completion of the merger, which is expected to occur this month, Accuride stockholders will own 65% of the common stock of the combined entity while Transportation Technologies' stockholders will own 35% of the common stock

Accuride is an Evansville, Ind., manufacturer and supplier of wheels for heavy/medium trucks and trailers. Transportation Technologies is a Chicago manufacturer of truck components for the heavy and medium-duty trucking industry.

CamelBak well attended

CamelBak's Monday bank meeting "went extremely well" with "lots of interest from new lenders [and] existing lenders [who] attended or dialed-in in full force," a market source told Prospect News.

The $152 million facility consists of a $15 million six-year revolver talked at Libor plus 350 basis points, a $100 million 61/2-year first-lien institutional term loan talked at Libor plus 350 basis points and a $37 million seven-year second-lien term loan talked at Libor plus 700 basis points, the source said.

There are no upfront fees on the term loans or the revolver, the source added.

BNP Paribas and Bank of New York are co-lead arrangers on the deal, with BNP listed on the left.

Proceeds will be used to refinance debt and pay a dividend.

CamelBak is a Petaluma, Calif., producer of personal hydration systems.

AMR, EmCare sets launch

American Medical Response Inc. (AMR), EmCare Inc. has scheduled its bank meeting for Tuesday to launch its proposed $450 million credit facility, according to a market source. Previously, it was known that the deal would launch this week but a specific day was unavailable.

Bank of America and JPMorgan are the lead banks on the deal, with Bank of America the left lead.

The facility consists of a $100 million revolver and a $350 million institutional term loan with price talk of Libor plus 250 basis points.

Proceeds will be used to help fund Onex Partners LP's acquisition of AMR and EmCare from Laidlaw International Inc. for $820 million - which includes the assumption of about $11 million or $12 million of capital lease debt. Onex will contribute $215 million in equity for acquisition financing as well.

AMR is a Denver-based provider of ambulance transport services. EmCare is a Dallas-based provider of outsourced hospital emergency department physician staffing and management services.

Portfolio auction Tuesday

There is an auction for an approximately $200 million portfolio set for Tuesday as a CLO is liquidating, according to traders.

Bids are due at 10 a.m. ET.

The seller is leading the auction, and it appears as if everyone has been invited to bid on the portfolio, one trader added.

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