Aeroflex terminates deal; RoadLink readies allocations as flex gets done; New World Gaming sets talk

By Sara Rosenberg

New York, May 25 - Aeroflex Inc. terminated its buyout agreement with General Atlantic and Francisco Partners, making its in-market $780 million senior secured credit facility obsolete.

In other primary news, RoadLink USA, Inc. is expecting to allocate its credit facility after Memorial Day now that a reverse flex in pricing has been completed and New World Gaming Partners Ltd. released price talk on its in-market credit facility now that ratings on the transaction have emerged.

Aeroflex announced on Friday that because of a superior proposal received from Veritas Capital, it has terminated its acquisition agreement with General Atlantic and Francisco Partners.

Financing for the General Atlantic/Francisco buyout had already made its way into the syndication phase as the $780 million senior secured credit facility was launched with a bank meeting on May 14.

This now unnecessary credit facility consisted of a $60 million revolver (Ba3/B+) talked at Libor plus 200 basis points, a $375 million first-lien term loan (Ba3/B+) talked at Libor plus 225 bps, a $100 million U.K. first-lien term loan (Ba3/B) talked at Libor plus 225 bps and a $245 million second-lien term loan (Caa1/CCC+) talked at Libor plus 575 bps, with call protection of 102 in year one and 101 in year two.

JPMorgan and Lehman Brothers were acting as the lead banks on the deal.

General Atlantic and Francisco Partners were going to buy Aeroflex in a transaction valued at about $1 billion. Aeroflex stockholders would have received $13.50 per share in cash.

By comparison, the Veritas buyout is valued at approximately $1.1 billion. Stockholders will receive $14.50 per share in cash.

Goldman Sachs, Veritas and Golden Gate Capital are providing financing for this newly reached acquisition deal.

Closing of the transaction with Veritas Capital is subject to the approval of Aeroflex's stockholders and other customary conditions.

Aeroflex is a Plainview, N.Y., provider of high technology services to the aerospace, defense, cellular and broadband communications markets.

RoadLink preps allocations

RoadLink USA is planning on allocating its oversubscribed $219 million senior secured credit facility early during the week of May 28 now that final downward adjustments to pricing have been accomplished, according to a market source.

The facility consists of a $35 million revolver priced at Libor plus 300 bps, a $125 million first-lien term loan priced at Libor plus 300 bps and a $59 million second-lien term loan priced at Libor plus 625 bps, the source said.

Pricing on the revolver and the first-lien term loan was reduced from original talk of Libor plus 325 bps and pricing on the second-lien term loan was reduced from original talk of Libor plus 650 bps, the source added.

GE Capital Markets is bookrunner and co-lead arranger on the revolver and first-lien term loan and bookrunner and lead arranger on the second-lien loan. BMO Capital Markets is co-lead arranger and syndication agent for the revolver and first-lien term loan.

Proceeds are being used to help fund the acquisitions of World S.S. Inc. and Staffworks, Inc., to refinance existing senior debt and to provide for future working capital needs.

RoadLink, a Fenway Partners portfolio company, is a Bethlehem, Pa.-based intermodal logistics service provider.

New World price talk

New World Gaming, a joint venture owned by Publishing and Broadcasting Ltd. and Macquarie Bank Ltd., came out with price talk on its C$1.115 billion credit facility on the heels of ratings from Moody's Investors Service and Standard & Poor's being announced, according to a market source.

The C$25 million revolver (Ba3/B+), a C$575 million first-lien term loan B (Ba3/B+) and a C$115 million delayed-draw term loan (Ba3/B+) are all being talked at Libor plus 225 bps, and the C$400 million second-lien term loan (Caa1/CCC+) is being talked at Libor plus 500 bps, the source said.

The revolver has a 50 bps undrawn fee, and the delayed-draw term loan has a 50 bps undrawn fee that increases to 100 bps after six months if utilization is less than 50%, the source remarked.

The second-lien term loan carries call premiums of 102 in year one and 101 in year two.

Bear Stearns and Royal Bank of Canada are the lead banks on the deal, which launched with a bank meeting on Wednesday but didn't receive ratings until Thursday, with Bear Stearns the left lead and administrative agent.

Proceeds will be used to help fund the acquisition of Gateway Casinos Income Fund at a price of C$25.26 per unit in cash and Gateway's 5.35% convertible debentures. New World Gaming will also acquire the assets of Gateway Casinos Inc. These transactions have an aggregate enterprise value of C$1.37 billion.

Gateway Casinos is a Burnaby, B.C., casino operator. The company owns seven casinos in British Columbia and two in Alberta, with two under construction in British Columbia that will replace two existing facilities.

Publishing and Broadcasting, one of the sponsors of this transaction, is the largest operator of gaming in Australia, has gaming interests in Macau, just put some money into the Fontainbleau deal in Las Vegas and now has a major platform in Canada. The company recently announced that it will split its media and gaming interests into two separate publicly traded units.

Both sponsors of the New World deal - Publishing and Broadcasting and Macquarie - are long-term holders, not the typical flippers, the source added.

Zuffa price talk

Also on the guidance front, Zuffa LLC is talking its in-market $275 million term loan B at Libor plus 175 bps, according to a market source.

The company's $300 million credit facility (Ba3/BB) also includes a $25 million revolver.

Deutsche Bank is the lead bank on the deal, which was launched with a bank meeting on Wednesday.

Proceeds will be used for a dividend recapitalization.

Zuffa is the Las Vegas-based limited liability company that owns the Ultimate Fighting Championship brand.

NRG flexes up

NRG Energy Inc. increased pricing on its $1 billion delayed-draw senior secured holdco term loan B (B2/B-) to Libor plus 250 bps from original talk at launch of Libor plus 225 bps, according to a market source.

The loan has an undrawn fee of 50 bps for the first six months and 75 bps after that. Earlier on in syndication, this fee was revised from just 75 bps after six months.

Credit Suisse and Citigroup are the lead banks on the deal.

The new delayed-draw term loan B is part of a plan under which NRG will become a wholly owned operating company subsidiary of a newly created holding company.

Proceeds from the delayed-draw term loan B will be used to fund an equity contribution to opco, which opco would then use to repay some of its existing term loan B debt.

In connection with the holdco deal, NRG is looking to reprice the existing opco term loan B and opco synthetic letter-of-credit facility to Libor plus 175 bps from Libor plus 200 bps and to reduce the synthetic letter-of-credit facility size to $1.3 billion from $1.5 billion.

The holdco delayed-draw term loan B will not be funded until regulatory approvals are received, which is expected in the fourth quarter.

NRG is a Princeton, N.J.-based wholesale power generation company.

BOC shifts funds, cuts pricing

BOC Edwards made some changes to its credit facility, including moving some funds from its second-lien term loan into its first-lien term loan B, reverse flexing pricing on the two term loan tranches and firming up pricing on the super-priority revolver at the low end of guidance, according to a market source.

The first-lien term loan B (B1/BB-) is now sized at $430 million, up from $370 million, and pricing was reduced to Libor plus 200 bps from original talk of Libor plus 225 bps to 250 bps, the source said.

On the flip side, the second-lien PIK toggle term loan (B3/B) is now sized at $185 million, down from $245 million, and pricing was lowered to Libor plus 575 bps cash pay from original talk of Libor plus 600 bps to 625 bps cash pay.

If the company elects PIK on its second-lien term loan, then the spread will increase by 75 bps.

The second-lien term loan carries call protection of 102 in year one and 101 in year two.

As for the $100 million super-priority revolver (Ba1/BB+), pricing on the tranche finalized at Libor plus 200 bps, the tight end of original talk of Libor plus 200 bps to 225 bps, the source added.

Deutsche Bank, Lehman Brothers, Barclays Bank and RBS Securities are the lead banks on the $715 million deal.

Proceeds will be used to fund CCMP Capital's acquisition of BOC Edwards from the Linde Group for about €685 million.

BOC Edwards is a manufacturer of vacuum and semiconductor equipment.

JRD upsizes

JRD Holdings Inc. upsized its covenant-light term loan to $800 million from a most recent size of $700 million, while leaving pricing at Libor plus 250 bps, according to a market source.

Earlier on in syndication, the term loan had been downsized to $700 million from an original size of $955 million and pricing had been flexed up from revised talk of Libor plus 225 bps and original talk at launch of Libor plus 200 bps.

The newly added $100 million of term loan funds will be used to increase the amount of the dividend being paid.

The facility also includes a $100 million five-year cash flow revolver with maintenance covenants.

Earlier on during syndication, the revolver was downsized from $125 million and terms were changed.

The company's now $900 million (up from a most recent size of $800 million but down from a revised size of $1.055 billion and an original size of $1.08 billion) credit facility is being led by JPMorgan.

In addition to funding a dividend, proceeds from the credit facility will be used to refinance existing debt.

JRD is a wholesale groceries, frozen foods, fresh meats, beer and tobacco products business.

RCN closes

RCN Corp. closed on its $595 million credit facility consisting of a $75 million revolver priced at Libor plus 200 bps and a $520 million covenant-light term loan B priced at Libor plus 225 bps, according to an 8-K filed with the Securities and Exchange Commission.

During syndication, pricing on the revolver firmed up at the high end of guidance of Libor plus 175 bps to 200 bps and pricing on the term loan B firmed up at the high end of guidance of Libor plus 200 bps to 225 bps.

Deutsche Bank, Citigroup and SocGen acted as the bookrunners on the deal, with Deutsche as sole lead arranger.

Proceeds were used to refinance existing first-lien debt, to tender for second-lien convertibles and to pay a special dividend to shareholders.

RCN is a Herndon, Va.-based provider of video, data and voice services.

© 2015 Prospect News.
All content on this website is protected by copyright law in the U.S. and elsewhere. For the use of the person downloading only.
Redistribution and copying are prohibited by law without written permission in advance from Prospect News.
Redistribution or copying includes e-mailing, printing multiple copies or any other form of reproduction.