TRW Automotive ups pro rata sizes, cuts institutional size and pricing; Regency Gas breaks

By Sara Rosenberg and Paul A. Harris

New York, Dec. 13 - TRW Automotive Holdings Corp. reworked its $1.9 billion credit facility (Ba2/BB+), increasing the pro rata portion of the deal and decreasing the size and lowering pricing on the institutional portion.

In the secondary, Regency Gas services LLC's $290 million credit facility allocated and broke for trading on Monday, with the first-lien term loan trading north of 101.

TRW downsized its term loan B to $600 million from $800 million and cut pricing on the tranche to Libor plus 150 basis points from Libor plus 175 basis points with 101 soft call protection for one year, according to a market source. This change basically negates Friday's decision to add a step down in pricing on the B loan to Libor plus 150 basis points upon a step up in ratings.

Meanwhile, the term loan A was increased to $400 million from $250 million and the revolver was increased to $900 million from $850 million to compensate for the term loan B downsizing, the source said.

Pricing on the term loan A and the revolver was left unchanged at Libor plus 137.5 basis points.

JPMorgan is the left lead bank on the deal, with Bank of America and Goldman Sachs also acting as joint bookrunners on the deal

Proceeds from the facility will be used to refinance $1.7 billion of the company's existing $2 billion credit facility. The new $300 million six-year term loan E, which just closed on Nov. 2 and carries an interest rate of Libor plus 175 basis points with the ability to step down to Libor plus 150 basis points based on ratings, will be left in place.

The increase in availability under the proposed deal will result from the expected increase in the amount of the revolver.

TRW is a Livonia, Mich.-based automotive supplier.

Regency Gas breaks

Levels on Regency Gas' first-lien term loan bounced around a bit after the paper hit the secondary on Monday, with the debt initially quoted at 101¼ bid, then moving up to trade at the 101 5/8 level before settling down to 101½ bid, 101¾ offered, according to traders.

The $200 million 51/2-year term loan (B1/B+) is priced with an interest rate of Libor plus 275 basis points.

The facility also contains a $40 million five-year revolver with an interest rate of Libor plus 275 basis points (B1/B+) and a $50 million six-year second-lien term loan with an interest rate of Libor plus 600 basis points (B3/B-).

Originally, the first-lien term loan was sized at $160 million and the second-lien term loan was sized at $80 million, but funds were shifted during syndication, at which time pricing on the second lien was also lowered from Libor plus 725 basis points.

Proceeds from the facility were used to help fund Hicks, Muse, Tate & Furst Inc.'s leveraged buyout of Regency, which was completed about two weeks ago.

As a result of the $10 million increase in the credit facility size during syndication, the equity contribution for the LBO was reduced by $10 million.

UBS was the sole lead bank on the deal for the Dallas-based midstream gas gathering, processing, and transmission company.

Reliant term B may upsize

Reliant Energy Inc. may increase its term loan B by $350 million to $1.45 billion and decrease its bond offering by the equivalent amount to $750 million through the elimination of a six-year floating-rate tranche, according to a market source. The bond deal is scheduled to price on Tuesday.

It's "still in flux. [There's] nothing decided yet," another market source said.

There was also no word on whether pricing on the term loan B would be changed. Currently, the tranche is talked at Libor plus 275 basis points.

Reliant's facility (B1/B+) also contains a $1.7 billion revolver talked at Libor plus 300 basis points.

Deutsche Bank, Bank of America, Barclays, Goldman Sachs and Merrill Lynch are the lead banks on the deal, with Deutsche left lead.

Proceeds from the credit facility, along with proceeds from the notes, will be used to refinance existing debt facilities, including a $2.1 billion revolver and a $1.7 billion term loan at the parent company, $300 million of Orion Power Midwest bank debt, and $400 million of floating-rate tax-exempt bonds.

Closing on the refinancing is expected to occur before year-end.

Reliant is a Houston provider of electricity and energy services to retail and wholesale customers.

Arch Coal upsizes

Arch Coal Inc. upsized its in-market five-year revolver (Ba2/BB+) to $700 million from $500 million, according to a market source. Opening pricing on the revolver remained at Libor plus 225 basis points, the source added.

PNC, Citigroup and JPMorgan are the lead banks on the deal.

The revolver will be replacing the company's existing $350 million revolver.

At the end of October, the St. Louis coal producer sold common stock for net proceeds of $230.6 million and issued $250 million 6¾% senior notes. Although some of the proceeds from these two offerings went to revolver and term loan debt repayment, remaining proceeds are available for general corporate purposes.

The bond deal, equity and increased revolver are all in anticipation of the company's need for extra liquidity over the next few years as it has recently won a new federal coal lease for Little Thunder and another federal lease is coming up for bid. Furthermore, the liquidity is needed for development of new property including the development of the Mountain Laurel longwall mine in Central Appalachia.

PacifiCare closes

PacifiCare Health Systems Inc. closed on its new $825 million credit facility (Ba2/BBB-/BB+) consisting of a $425 million six-year term loan B, a $200 million term loan A, and a $200 million five-year undrawn revolver, all priced at Libor plus 150 basis points.

JPMorgan was the lead arranger on the deal.

The facility was obtained in connection with the newly completed acquisition of American Medical Security Group Inc., a Green Bay, Wis., provider of individual and small group insurance products to members in 33 states and the District of Columbia, for a total equity purchase price of approximately $505 million.

Of the $625 million of term debt, about $148 million is being used to refinance the company's existing senior credit facility and about $30 million is being used to refinance American Medical Security's senior credit facility.

PacifiCare is a Cypress, Calif., consumer health organization.

Roper closes

Roper Industries Inc. closed on its $1.055 billion senior secured credit facility (Ba2/BB+) consisting of a $655 million five-year term loan A with an interest rate of Libor plus 125 basis points and a $400 million five-year undrawn revolver with an interest rate of Libor plus 125 basis points.

JPMorgan Chase Bank and Wachovia were the lead banks on the Duluth, Ga., industrial company's deal.

Proceeds from the term loan were used to refinance the company's existing $380 million term loan and help fund the acquisition of TransCore Holdings Inc. for about $600 million.

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