Getty, FoxCo, Krotz break; GM, Lear dip; United Auburn trims size; TriZetto, Express Energy fill out

By Sara Rosenberg

New York, July 2 - Getty Images Inc., FoxCo Acquisition Sub LLC and Krotz Springs allocated and freed their credit facilities up for trading during the session, with all of the companies' institutional debt quoted above where they were sold to investors during syndication.

Also in trading, General Motor Corp.'s term loan was lower after a Merrill Lynch analyst warned about liquidity and possibly even bankruptcy issues, Lear Corp.'s term loan was softer following amendment news, and LCDX 10 traded down.

In other news, United Auburn Indian Community downsized its revolver, TriZetto Group Inc.'s credit facility is more than fully syndicated as the commitment deadline for the deal is coming up soon, and Express Energy Services is oversubscribed as well.

Getty Images' credit facility hit the secondary market on Wednesday, with the $970 million seven-year term loan seen trading above its original issue discount price, according to a trader.

The term loan was quoted at 98 1/8 bid, 98 7/8 offered on the break and then levels tightened as the bid side moved up to 98 5/8 bid, while the offer remained at 98 7/8, the trader said.

The term loan is priced at Libor plus 400 basis points with a step down to Libor plus 375 bps when leverage is less than 2.25 times, and it was issued at an original issue discount of 971/2. The tranche has a 3.25% Libor floor.

During syndication, pricing on the more than two times oversubscribed term loan was reverse flexed from initial talk at launch of Libor plus 425 bps, the pricing step down was added and the original issue discount was reduced from 97.

Originally the term loan was broken down into a $265 million 40-day delayed-draw tranche and a $705 million funded tranche, with both pieces basically being marketed as one term loan. However, there ended up being no more delayed-draw piece as it's expected to fund pretty much right away.

Getty's $1.045 billion senior secured credit facility (BB) also includes a $75 million five-year revolver that is priced at Libor plus 400 bps with a 50 bps commitment fee, and carries a 3.25% Libor floor.

During syndication, pricing on the revolver was also lowered from original talk of Libor plus 425 bps.

Barclays, GE Capital and RBS Securities acted as the joint bookrunners on the deal, with Barclays and GE the co-lead arrangers. GE is the administrative agent.

Financial covenants include a maximum total leverage ratio and a minimum consolidated interest coverage ratio.

Proceeds were used to help fund the buyout of the company by Hellman & Friedman LLC for $34 per share in cash, the completion of which was announced on Wednesday. The transaction was valued at $2.4 billion, including the assumption of existing debt.

Other financing came from up to $941.3 million in equity.

Getty Images is a Seattle-based creator and distributor of still imagery, footage and multi-media products, and a provider of other forms of digital content.

FoxCo frees to trade

FoxCo Acquisition's credit facility also broke for trading during market hours, with its $515 million term loan B quoted strong at the end of the day around 98 bid, 99 offered, according to market sources.

The term loan B was quoted by some at 97½ bid and by others at 97¾ bid on the break, and levels moved as high as 98¼ bid, 99¼ offered before settling back in a bit by the close.

Pricing on the term loan B is Libor plus 425 bps and it was sold to investors at an original issue discount of 97. The tranche has 101 soft call protection for one year and a 3% Libor floor through Sept. 30, 2009, after which the floor increases to 3.25% from Oct. 1, 2009 through Sept. 30, 2011.

During syndication, the oversubscribed term loan B was upsized from $485 million as the company's bond offering was decreased to $200 million from $230 million.

FoxCo's $565 million credit facility (B1/BB-) also includes a $50 million revolver that is priced at Libor plus 425 bps.

Deutsche Bank, UBS Securities, Bank of America and BNP Paribas are the lead banks on the bank deal, with Deutsche the left lead.

Proceeds from the credit facility and the bonds will be used to help fund Oak Hill Capital Partners acquisition of eight FOX network affiliated television stations from News Corp. for about $1.1 billion in cash.

The stations include WJW in Cleveland, KDVR in Denver, KTVI in St. Louis, WDAF in Kansas City, Mo., WITI in Milwaukee, KSTU in Salt Lake City, WBRC in Birmingham, Ala., and WGHP in Greensboro, N.C.

Krotz Springs breaks

Yet another deal to start trading on Wednesday was Krotz Springs, with its $295 million strip of institutional bank debt quoted at 96¼ bid, 96¾ offered, according to a trader.

The debt is priced at Libor plus 750 bps with a 3.25% Libor floor, and was sold at an original issue discount of 96. It is non-callable for one year, then at 101 in year two.

Tranching on the strip of debt is comprised of a $245 million six-year first-lien term loan (B1/B+) and a $50 million letter-of-credit facility (B1/B+) to support substantial hedging.

During syndication, pricing on the debt was increased from Libor plus 550 bps and the original issue discount widened from an originally proposed 98 level.

Krotz Springs' $720 million credit facility also includes a $425 million ABL revolver that has a $75 million accordion feature and will be used to support working capital needs.

Credit Suisse is arranging the term loan and letter-of-credit facility, and Wachovia provided the revolver commitment.

Proceeds will be used to help fund Alon USA Energy, Inc.'s acquisition of the Krotz refinery from Valero Energy Corp. for $333 million in cash plus an amount for working capital, including inventories, to be determined at closing. The equity contribution for the deal totals $105 million.

Total leverage at Krotz (opco debt) will be 0.9 times.

Alon said previously that it expects that the transaction will generate strong free cash flow that should enable substantial delevering of the debt within three years.

Krotz Springs is an 85,000 barrel-per-day refinery located in Louisiana. Alon is a Dallas-based refiner and marketer of petroleum products.

General Motors slides

General Motors' term loan headed lower in trading after a Merrill Lynch analyst said that the company may need $15 billion to fund its operations over the next two years and that bankruptcy could be a possibility if market conditions continue to deteriorate, according to a trader.

Merrill then downgraded General Motors to underperform from buy.

Following this news, the company's term loan was quoted at 81½ bid, 82½ offered, down from 82 bid, 83 offered, the trader said.

On Tuesday, General Motors released June sales numbers. For the month of June, total vehicle sales were 265,937 down 18.5% on an unadjusted basis and 8.3% on an adjusted basis from 326,300 last year.

Total truck sales for June were 156,713 down 16.6% on an unadjusted basis and 6.2% on an adjusted basis from 187,949 last year.

General Motors is a Detroit-based automotive company.

Lear weakens

Lear's term loan traded a little softer on Wednesday as news emerged that the company is seeking an amendment, according to a trader.

The term loan was quoted at 91 bid, 92 offered, down from 91½ bid, 92½ offered, the trader said.

Lear is looking to amend its senior credit facility to extend the revolver to Jan. 31, 2012 from March 23, 2010, increase pricing on the revolver by 100 bps and increase the commitment fee by 25 bps.

Lenders under the revolver consenting to the proposed amendment will have their commitments reduced by at least 33.33%, which percentage reduction may be increased if the amount of extended commitments under the revolver, after giving effect to the reduction, would otherwise exceed $1 billion.

Extending revolving lenders will be paid a fee of 125 bps and term loan lenders who consent at or prior to the time the amendment is approved by a majority will be paid a fee of 100 bps.

Lear is a Southfield, Mich.-based supplier of automotive seating systems, electrical distribution systems and related electronic products.

LCDX dips

LCDX 10 traded down during market hours in sympathy with the stock market, according to a trader.

The index was quoted at 96.50 bid, 96.75 offered, down from around 96.90 bid, 97.10 offered, the trader said.

As for equities, Nasdaq was down 53.51 points, or 2.32%, Dow Jones Industrial Average was down 166.75 points, or 1.46%, S&P 500 down 23.39 points, or 1.82%, and NYSE was down 175.77 points, or 2.03%.

United Auburn tweaks deal

Moving to the primary market, United Auburn Indian Community revised its revolving credit facility, trimming the size to $950 million from $1 billion, according to an informed source.

Proceeds from the revolver will be used to help fund the expansion of the Thunder Valley Casino in Lincoln, Calif.

The downsizing was done because, after examining the project budget and getting back the construction budget, it was determined that the smaller deal met all of the company's needs, the source explained.

Initial pricing on the revolver was left unchanged at Libor plus 225 bps with an 87.5 bps unused fee, the source added.

Pricing can range from Libor plus 125 bps to 325 bps based on a leverage grid; however, during the construction phase, the spread will stay at the Libor plus 225 bps level.

Wells Fargo, Bank of America and Wachovia are the lead banks on the deal, with Wells Fargo the left lead.

The facility has a leverage covenant of 3.5 times, a fixed-charge coverage ratio and minimum EBITDAM requirement.

Based on projections, the company estimates that at peak leverage, it will be at 2.75 times.

The revolver is expected to close at the end of next week.

United Auburn Indian Community is comprised of both Miwok and Maidu Indians, and is located in the Sierra Nevada foothills near Auburn, Calif.

TriZetto going well

TriZetto Group's credit facility is moving along very well as the deal was oversubscribed ahead of Thursday's commitment deadline, according to a market source.

The facility consists of a $50 million six-year revolver talked at Libor plus 400 bps, a $112.5 million six-year term loan A talked at Libor plus 425 bps and a $280 million seven-year term loan B talked at Libor plus 450 bps.

Both the term loan A and the term loan B have a 3% Libor floor and are being offered to investors at an original issue discount of 98.

Sources previously told Prospect News that some things working in favor of the deal include that TriZetto is a public company that already has a lot of investors in its convertibles and it's a strong credit in the health care sector, which is a favorable industry right now.

RBC Capital Markets is the lead arranger and bookrunner on the $442.5 million senior secured credit facility. GE Capital is the syndication agent.

Proceeds will be used to help fund the acquisition of the company by funds advised by Apax Partners along with BlueCross BlueShield of Tennessee and the Regence Group for $22 per share in cash in a transaction valued at about $1.4 billion.

The financing also includes $187.5 million of private senior unsecured mezzanine notes and more than $891 million of equity comprising more than 60% of the capital structure.

The mezzanine debt has also been well-received as was already fully circled before the bank deal was even officially launched into syndication.

Total leverage is 5.5 times.

The deal was privately rated. Corporate ratings are in the high single-B profile. Senior secured ratings have a four-B profile.

The acquisition is subject to customary closing conditions, including shareholder and regulatory approvals.

TriZetto is a Newport Beach, Calif., developer, licenser and supporter of proprietary and third-party software products for the health care industry.

Express Energy overfills

Express Energy's credit facility raised well in excess of the amount of orders that it wanted to generate by the Tuesday commitment deadline that just passed and the expectation is that the deal will close in line with initial talk, according to a market source.

The $360 million credit facility (B2/B) consists of a $35 million five-year revolver and a $325 million five-year first-lien term loan, with both tranches priced at Libor plus 525 bps with a 3.25% Libor floor.

The term loan B was offered to lenders at an original issue discount of 98 and carries 101 soft call protection for one year.

There was just over $100 million in orders prior to the deal's actual June 17 bank meeting that primarily came from existing guys and more orders from existing and new lenders have surfaced throughout the syndication process.

Credit Suisse and Lehman are the joint lead arrangers on the deal that will be used to help fund Macquarie's purchase of a majority interest in the company.

Leverage is 2.7 times on a run rate basis.

Express Energy is a Houston-based provider of oilfield services.

Maxim Crane closes

Platinum Equity completed its buyout of Maxim Crane Works Holding Inc. for $42.50 per share, according to a news release.

To help fund the transaction, Maxim Crane got a new $500 million five-year asset-based revolving credit facility that is priced at Libor plus 300 bps, with a 37.5 bps unused fee.

Wachovia acted as the lead bank on the deal.

Maxim Crane is a Bridgeville, Pa., full-service crane rental company.

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