GOLD SHEETS - Reutersshare.thomsonreuters.com/loanpricing/GS_Dec162013.pdfGOLD SHEETS Vol XXVII, No. 48 A Thomson Reuters LPC Publication December 16, 2013 5 THINGS TO KNOW ••

Loan market looks to continue

hot trend into 2014

364-day

AA 5.75 4.00 7.50 78.27 2,513.33

A 5.00 5.00 5.00 86.17 666.67

BBB 10.00 10.00 10.00 120.83 800.00

Multi-year

AA 6.25 6.00 6.50 60.00 8,035.00

A+ 6.33 4.00 8.00 76.63 2,435.00

A 9.00 8.00 10.00 89.33 1,833.33

A- 12.50 10.00 15.00 100.00 466.67

BBB+ 13.75 10.00 17.50 114.38 2,487.50

BBB 16.67 15.00 17.50 128.13 537.50

BBB- 23.33 20.00 27.50 159.38 700.00

by 15 percent.

“You might see a lot of loans in 2014 that

may have been earmarked for 2015 or later

that get brought forward,” tapping into that

investment appetite, he said on the sidelines

of the bank’s global research outlook press

conference.

Unless M&A and LBO activity escalates

next year, high yield supply could drop by

10 percent, according to IFR. Rising rates

may make leveraged loans, increasingly is-

sued with fewer investor-friendly covenants,

a more appealing option for issuers than

high yield bonds with call features that are

more costly.

High yield debt issuance of about $340

billion as of late last week beat last year’s

record $336 billion, Thomson Reuters data

showed.

Leveraged loan volume was more than

(LOAN REVIEW cont’d on p. 2)

Thomson Reuters LPC uses the 3-5 latest transactions in each

ratings category. The credits represent syndications that were not

substantially under- or over-subscribed. Agent and syndications

fees are not included. Leveraged BSL Grid available at www.

loanconnector.com

BSL GRID Avg. Min. Max. Avg. Fully Avg.Applic. Undrawn Undrawn Undrawn Drawn FacRating (LIB spread Size + Ann ($Mils.) + Usage)

Supply in the U.S. leveraged loan and

high yield markets has never been higher,

but issuance likely will diverge in these

two sectors next year when interest rates

trek higher.

Companies that still can shave costs will

make every effort to jump through the re-

fi nancing and repricing window that is still

open in both arenas before Fed tapering

and higher yields ensue.

But the loan market has a leg up based

on steady demand from retail investors,

as well as from collateralized loan obliga-

tion (CLO) funds gathering available loans

before risk retention and other regulatory

hurdles kick in.

Michael Contopoulos, head of high yield

and relative value strategy at Bank of

America Merrill Lynch, expects an even

bigger year for gross loan supply in 2014

while high yield bond issuance could slide

Copyright notice: Any copying, redistribution (including electronic forwarding) or republication of Thomson Reuters LPC publications, or their content is strictly prohibited. Copyright © 2013

GOLD SHEETS....................................................................Vol XXVII, No. 48 A Thomson Reuters LPC Publication December 16, 2013

5 THINGS TO KNOW

•• Bank loan mutual funds received $462.1M in

infl ows the week ended December 11, according

to Lipper FMI, while high yield bond mutual

funds swapped to an infl ow of $16.3M.

•• Year to date CLO issuance has reached nearly

$78B.

•• The average fi rst-lien institutional term loan

yield for B rated issuers is nearing the record

lows hit earlier this year. Yields have stabilized

just above 5% in December, close to the 4.86%

low in April.

•• The institutional calendar is at $47B as of

December 13.

WHAT TO WATCH

LoanConnector is the

market-leading source for

real-time and historical news,

data and analysis on the global

syndicated loan markets.

LOANCONNECTOR

For more information visit

loanpricing.com or e-mail

[email protected].

1 Some creditors of Freedom Group have

provided the company with more debt,

despite the fact many of its private equity

fund investors want out. p. 16

2 Thomson Reuters LPC’s Loan Market

Scoreboard provides a snapshot of key

statistics in the leveraged loan and high

yield bond markets. p. 3

3 An initial reading of the Volcker Rules

has generally left those active in the

collateralize loan obligation market

breathing a sigh of relief. p. 17

4 U.S. secondary loan prices are trading

at a post-crisis high as the average bid

in the overall market climbed to a fresh

peak in December. p. 18

5 Proposed legislation that would effectively

double the leverage cap for BDCs has

cleared an initial legislative hurdle, seen

by some as an early victory for supporters

of the change. p. 19

GOLD SHEETS – December 16, 20132

INSIDE

Copyright notice: Any copying, redistribution

(including electronic forwarding) or republication of

Thomson Reuters LPC publications, or their content is strictly prohibited.

Copyright © 2013

LOAN MARKET SCORECARD ........................................ 3ANALYTIC SNAPSHOT ................................................... 5CDS, IGR MARKET BASED PRICING ..............................7RELATIVE VALUE ANALYSIS .......................................... 8FORWARD CALENDAR .................................................. 9LEAGUE TABLE ..............................................................10DEALS..........................................................................11-15THE WEEK IN NEWS .......................................... 16-21, 24ASIA NEWS ....................................................................22EUROPE NEWS ............................................................. 23

LOAN REVIEW

triple that amount, with over $1.1 trillion top-

ping the prior record in 2007 by 63 percent.

In this year’s waning days, companies

– some having already done so this year

– knocked down spreads or entered the

market with add-ons to capture yields

before Fed tapering helps lift them further

from historic lows.

Companies in the market last week with

large loans looking to cut costs included

Berry Plastics, Alcatel-Lucent, Chrysler

Group and American Airlines.

In the investment-grade space, Sysco lined

up $4.75 billion in bridge fi nancing to back

its merger with rival US Foods.

Leveraged

Deadlines schmedlines.

Leveraged loan markets saw a slew of

shortened commitment deadlines last

week, with credits such as Walter Investment

Management, Sheridan Holdings, Polymer

Group and Alexander Mann asking for

tickets several days earlier than deadlines

set at launch.

While some of this likely stems from loan

arrangers trying to hit Toys R Us before

the lines get too long, market participants

note that demand for loans is still robust,

causing deals to oversubscribe and inves-

tors to scramble for a piece of the pie on

new transactions.

“It’s mid-December so if people can clear

their plates early, why not?” noted one loan

market participant.

The leveraged market may be in the

process of winding down for the holiday

season, but it still has a long way to go, as

issuers continue traipsing in to lower spread

on existing credit facilities.

The institutional calendar stood at about

$47.5 billion on Friday, with a whopping 66

percent of deals earmarked to refi nance or

reprice existing loans. The refi nancing trend

has persisted throughout 2013. Less than

35 percent of year to date leveraged loan

volume represents new loan assets.

Leveraged loan yields to a three-year

takeout were about 5 percent for December,

about 100bp lower than December 2012.

Mega repricing loans from Chrysler and

American Airlines saw pricing updates last

week. Chrysler fi rmed pricing at the tight

end of initial talk on its $2.93 billion repric-

ing effort. American lowered the indicative

spread as it seeks to reprice its $1.9 billion

exit term loan.

Samson Investment Company upsized its

new repricing loan to $1 billion from $750

million, and cut pricing to LIB+400, with

a 1.25 percent Libor fl oor, at par. The size

and terms of the current repricing loan are

now in line with another repricing initially

launched in September. Samson pulled

the September effort following a ratings

downgrade and amid loan market volatility

due to heavy supply.

Year to date institutional leveraged loan

volume is roughly $640 billion, up nearly

91 percent compared to full-year 2012, and

up 56 percent over the previous record set

in 2007.

A healthy fl ow of M&A activity continued

last week. According to Reuters, Charter

Communications is preparing to send an

offer letter to acquire Time Warner Cable

as soon as this week. The offer is expected

to be less than $135 per Time Warner Cable

share and will be a combination of cash

and stock. Charter has been trying to line

up fi nancing from several banks, includ-

ing Goldman Sachs, Bank of America and

Deutsche Bank, to swing the transaction,

Reuters said.

Investment Grade

Banks are expecting a revolver/term loan

component to constitute the permanent

fi nancing that will replace Sysco Corp’s fully

committed $4.75 billion bridge fi nancing

backing its merger agreement with rival US

Foods. Goldman Sachs is lead left.

Also in investment grade, deals wrapped

up last week as bankers prepare to take off

for the winter holidays. Agricultural com-

pany Archer Daniels Midland allocated $4

billion in credit facilities. Technically lever-

aged, but cruising the investment grade

market, food packaging company Crown

Holdings also allocated $2.84 billion in

credit facilities to back the acquisition of

Spanish food can maker Mivisa Envases.

According to Thomson Reuters LPC, U.S.

investment grade volume sits at around

$700 billion in 2013 to date, up from $609

billion in 2012 and down from 2011’s all time

$845 billion record (Fig. 1). Refi nancing

activity in 2013 reached $547 billion, mak-

— cont’d from p. 1

Fig. 1: 2013 U.S. investment grade lending surpasses $700B

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2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013$0

$100

$200

$300

$400

$500

$600

$700

$800

$900

Refinancing

New Money − M&A

New Money − Other

I−Gr

ade

loan

issua

nce

($Bi

ls.)

LT Sec’ Bond

Borrower Rating Loan LCDS Swap CDS

Biomet Inc B+ 293 259 375 224

Cablevision Systems Corp BB 226 111 292 302

Clear Channel

Communications Inc CCC+ 506 692 994 1,074

DaVita BB- 278 186 363 268

First Data Corp B 398 313 490 499

Health Management Assocs. B+ 282 216 61 142

Neiman Marcus Group Inc B 303 252 380 125

Rite Aid Corp B 184 279 117 243

SunGard Data Systems Inc B+ 361 149 417 281

Univision

Communications Inc B 228 359 361 212

Source: Source: Thomson Reuters Eikon

See www.loanconnector.com. for more names and methodology.

CROSS MARKET COMPS GRID

GOLD SHEETS – DECEMBER 16, 2013 3

(LOAN REVIEW cont’d on page 4)

LOAN REVIEW

ing it the second-busiest year for refi s after

2011’s $679 billion. M&A lending, at $140

billion, is the highest this decade, following

2011’s $127 billion.

Middle Market

Following what turned out to be a fi nal

fl urry of launches in the fi rst week of De-

cember, activity in the middle market slowed

last week. Attention was focused primarily

on fi nalizing current deals in market – with

one eye looking toward the New Year.

With the Christmas holiday falling mid-

week this year, one middle market arranger

said it seemed 2013 business would be

largely wrapped up by this Friday.

P.F. Chang’s China Bistro did venture to

market last week, jumping aboard the re-

pricing train. The restaurant chain is seeking

to shave 75bp off its TLB spread and reduce

the Libor fl oor by 25bp. The $305 million

repricing term loan B is guided at LIB+325,

with a 1 percent Libor fl oor. The Wells Fargo-

led deal is offered at par. Commitments to

the loan, which launched last Wednesday,

are due December 17.

Windsor Quality Food, a privately held

manufacturer of branded and private label

frozen foods, revised its $350 million term

loan that will repay all existing debt, includ-

ing $97 million outstanding under its term

loan A. The company increased the spread

and added covenants. Price guidance is now

LIB+400, with a 100bp Libor fl oor, and a

99.5 original issue discount. Previously,

the spread was talked at LIB+350-375.

The company also added a maintenance

covenant to the seven-year loan that al-

lows maximum total leverage of 5.5 times

initially, with step-downs to be determined.

So far this month, middle market insti-

tutional yields rose in December to 6.23

percent compared to 5.54 percent in No-

vember. But, overall, they are still well below

where they opened the year at 7 percent in

January, a result of unrelenting demand for

yield in 2013.

Looking to 2014, middle market lenders

are divided as to whether activity will be

strong out of the gate, or if it will take time

to build momentum.

However, news that the U.S. House of

Fig. 2: Average bid moves further past post-crisis high

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TM

Pri

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g

12/12/2012 3/18/2013 6/20/2013 9/23/2013 12/10/201397.5

97.7

97.9

98.1

98.3

98.5

98.7

98.9

99.1

99.3

Avg.

bid

(% o

f par

)Representatives last week approved a bi-

partisan budget agreement is a welcome

year-end gift and a sign that perhaps 2014

will bring more economic visibility and cer-

tainty for corporate borrowers and investors,

which could, in turn, jump start a long-

anticipated rise in new money dealfl ow.

Secondary

U.S. secondary loan prices kept on climb-

ing last week, elevating past their annual

highs to fresh peaks, supported by the

continuing positive market tone. Trading

remained thin as energy was comman-

deered by the hectic primary calendar and

the frantic push to get new issue deals done

before the impending holidays.

The average bid in the overall market

ended the week at alpine heights, rising to

99.11 from 99.08 the week before, accord-

ing to Thomson Reuters Secondary Market

Intelligence. The average bid in the SMi100

(the 100 most widely held loans) likewise

LOAN MARKET SCORECARD

For the week endedLEVERAGED PIPELINE ($Bils.) 2013 High 2013 Low 11/28/2013 12/5/2013 12/12/2013

Leveraged pipeline $124.76 $16.30 $61.65 $59.47 $67.46

Institutional pipeline $83.45 $10.80 $47.37 41.51 $48.16

Institutional new deals this week $23.13 31.05 14.75

Institutional closed deals this week $20.34 36.56 6.66

4Q13 To Date

YIELDS (LEVERAGED) 2Q13 3Q13 11/28/2013 12/5/2013 12/12/2013

Overall 4.96% 5.45% 5.03% 5.07% 5.01%

B-rated 5.06% 5.66% 5.18% 5.20% 5.12%

Large Corporate 4.63% 5.16% 4.83% 4.84% 4.79%

Middle Market 6.39% 6.33% 5.80% 5.95% 5.92%

For the quarter ended For the week ended

FUND FLOWS 2Q13 3Q13 11/27/2013 12/4/2013 12/11/2013

(Lipper FMI)($Mils.)

Bank loans +16,386 +20,275 +823 +383 +462

HY bonds -16,032 +6,054 +433 -141 +16

SECONDARY 6/28/2013 9/30/2013 11/27/2013 12/5/2013 12/12/2013

Average Bid Levels

SMi100 99.25 99.54 99.51 99.52

Euro Lev 40 98.54 99.51 99.86 99.79 99.70

Middle Market 98.09 98.23 98.42 98.41 98.46

Covenant Lite 99.1 99.16 99.46 99.43 99.48

LBOs 98.39 98.71 98.76 98.75 98.75

Ba1/Ba2 99.91 99.97 100.1 100.08 100.09

Ba3 99.5 99.76 100.1 100.08 100.12

B1 99.75 99.79 99.97 99.93 99.91

B2/B3 99.27 99.27 99.48 99.49 99.50

Source: Thomson Reuters LPC, Lipper FMI, LSTA/LPC MTM pricing


RIGHT NOW THOUSANDSOF SYNDICATED LOANMARKET PROFESSIONALSARE READING THIS ISSUEOF GOLD SHEETS.

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LOAN REVIEW — cont’d from p. 3

Fig. 3: HY market in full throttle before year-end slowdown W

k 1/2/

13W

k 1/7/

13W

k 1/14

/13W

k 1/22

/13W

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/13W

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/13W

k 2/19

/13W

k 2/25

/13W

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13W

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/13W

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/13W

k 3/25

/13W

k 4/1/

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k 4/15

/13W

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/13W

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/13W

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/13W

k 8/5/

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k 8/12

/13W

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/13W

k 8/26

/13W

k 9/3/

13W

k 9/9/

13W

k 9/16

/13W

k 9/23

/13W

k 9/30

/13W

k 10/7

/13W

k 10/1

4/13

Wk 1

0/21/1

3W

k 10/2

8/13

Wk 1

1/4/13

Wk 1

1/12/1

3W

k 11/1

8/13

Wk 1

1/25/1

3W

k 12/2

/13W

k 12/9

/13

$0

$2

$4

$6

$8

$10

$12

$14

$16

$18

HY Is

suan

ce ($

Bils.)

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trended upwards, to 99.52 from 99.51 the

week before (Fig. 2).

But few market participants were focused

on secondary prices, whether stratospheric

or not. The trading landscape was “quiet”

through session after session last week, re-

ported leveraged loan traders. In the overall

market, the bid-ask spread, a proxy for the

liquidity in the market, stayed constant for

yet another week at 0.90. The spread for

the 100 most widely held loans also per-

sisted at the same level at 0.53 from the

week previous.

The December primary calendar, with

its barrage of refi nancing and repricings

that cut loan yields, dampened investor

spirits. Nonetheless the secondary market

tone overall was agreeable and sanguine,

sentiment lifted by the continuing ability of

leveraged loans to attract a surfeit of cash.

New CLOs followed an ample November,

when $10.6 billion was minted, by forming

four vehicles in early December. New CLOs

have risen to a commanding $77.6 billion

for the year, according to Thomson Reuters

LPC data. Retail investor also contributed

by sending $462.1 million into bank loan

mutual funds the week ended December

11, according to Lipper FMI. A cool $60.5

billion of retail cash has fl own to leverage

loans this year.

Bonds

The high yield bond market remained at

full throttle last week as issuers continue

to rush into the market to get the last of

their deals completed before the expected

year-end slowdown (Fig. 3). Last week’s

high yield issuance stood at $9.1 billion late

Friday with the potential to grow to about

$9.64 billion. Last week could become the

second busiest week in terms of volume

since the week of September 23.

The U.S. high yield and investment grade

bond markets have had similar success.

The market has remained strong through

the last quarter of the year even with the

looming anxieties over the start of Fed

tapering. Investors have shown insatiable

appetite for bonds as several deals were

able to upsize and price with small conces-

sions. Even in the wake of strong economic

data, the market has shrugged it off and

remained resilient.

According to one high yield syndicate

banker to IFR, this is a sign that people are

“growing up” and are starting to pay more

attention to the signs of a strengthening

economy and realizing “that it can probably

survive without the support” that the Fed

has been giving.

Year to date issuance has come extremely

close to breaking 2012’s annual issuance

record. With one more week left before

the holiday season, December needs just

over $1 billion to break the record. It seems

likely that 2013 will end in the top spot for

record annual volume as there are already

two deals in the pipeline to price this week:

Darling International Inc and Global Ship

Lease Inc, which total $900 million.

(Lynn Adler, Natalie Wright, Michelle Sierra, Leela Parker Deo, Lisa Lee and Christina Maldonado contributed to this report.)


Jan−

2010

Feb

−20

10M

ar−

2010

Apr

−20

10M

ay−

2010

Jun−

2010

Jul−

2010

Aug

−20

10S

ep−

2010

Oct

−20

10N

ov−

2010

Dec

−20

10Ja

n−20

11F

eb−

2011

Mar

−20

11A

pr−

2011

May

−20

11Ju

n−20

11Ju

l−20

11A

ug−

2011

Sep

−20

11O

ct−

2011

Nov

−20

11D

ec−

2011

Jan−

2012

Feb

−20

12M

ar−

2012

Apr

−20

12M

ay−

2012

Jun−

2012

Jul−

2012

Aug

−20

12S

ep−

2012

Oct

−20

12N

ov−

2012

Dec

−20

12Ja

n−20

13F

eb−

2013

Mar

−20

13A

pr−

2013

May

−20

13Ju

n−20

13Ju

l−20

13A

ug−

2013

Sep

−20

13O

ct−

2013

Nov

−20

13D

ec−

2013

4%

5%

6%

7%

8%

9%

10%

B−

rate

d is

suer

s yi

eld

(3 y

r.)

ANALYTIC SNAPSHOT

HY bond volume inches toward

2012’s record-breaking volume

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2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013$0

$50

$100

$150

$200

$250

$300

$350

Co

rpo

rate

HY

bo

nd

Iss

ua

nce

($

Bils

.)

December began with a bang as large corporate high yield bond deals rushed to hit market and take advantage of friendly issuance conditions. Fresh off a slow Thanksgiving week when only $1.37 billion priced over four deals, a total of $11.17 billion priced the following week, bringing year-to-date volume to $316.61 billion, only $10 billion away from 2012’s record. Issuers in the pipeline include: Opal Acquisition, Sierra Hamilton, Roundy’s Supermarkets, Walter Investment Management Corp, CTP Transportation Products and Salix Pharmaceuticals. September became the most prolifi c issuance month in history with $49.22 billion priced. In comparison, record-breaking 2012 averaged weekly issuance volume of just $6.28 billion. 2013 has been averaging weekly issuance volume of $6.36 billion.

CLO 2.0 share of assets closes in on 50%

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Jul.

’12

Aug

’12

Sep

’12

Oct

’12

Nov

’12

Dec

’12

Jan

’13

Feb

’13

Mar

’13

Apr ’

13

May

. ’13

Jun.

’13

Jul.

’13

Aug.

’13

Sep.

’13

Oct

. ’13

Nov

.’13

$0

$50

$100

$150

$200

$250

$300

$350

CLO 1.0

CLO 2.0

CLO

Agg

rega

te P

rinci

pal B

alan

ce ($

Bils

.)

U.S. CLO assets under management (AUM) climbed to $298 billion in November, aided by $10.7 billion of issuance. As new CLOs continue to be issued and some older vintage CLOs are called, U.S. CLO 2.0s share of overall CLO AUM reached 49 percent at the end of November, up from 25 percent a year ago. In comparison, European CLO AUM is now at 68 billion euros, with only 11 percent of this held by CLO 2.0s, refl ecting the relatively lower amount of new CLOs issued in Europe due to regulatory issues and lack of loan supply. In the U.S., CLOs are still the largest holder of institutional loans, holding 42 percent of outstanding debt. At the same time, loan mutual funds and ETFs have hit the headlines this year, experiencing record infl ows and their AUM now tops $160 billion. But despite their rapid growth in 2013, the share of institu-tional loan outstandings held by loan mutual funds and ETF’s (22 percent) is only around half of that held by CLOs.

Yields on B rated issuers drop in 4Q13

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The average fi rst-lien institutional term loan yield for B rated issuers is nearing the record lows hit earlier this year. Yields have stabilized just above 5 percent in December, close to the 4.86 percent low recorded in April. Investor appetite remains strong and issuers are taking advantage to slash costs and another wave of repricings and opportunistic refi nancings have hit market this quarter. On the heels of the busiest November on record with institutional issuance of roughly $70 billion, institutional deals continue to pour in this month. While some of the deals comprise new money assets, raising hopes of more to come, the bulk of the pipeline comes from refi nancings. Investors are jumping in and, in turn, many deals are fl exing down and some have accelerated their commitment deadlines. On Dec. 6, fi ve issuers shortened their deadlines. One of them, WTG Holdings, moved its deadline to December 11 from December 16. The issuer also cut pricing on the covenant-lite deal. At the new levels, the fi rst-lien term loan, which was upsized by $30 million, provides a 4.93 percent yield, down from 5.61 percent. The second-lien yield dropped by almost 90bp to 8.69 percent.

U.S. CLOs hold roughly $7.2B of bonds; only

14 percent of CLOs hold a 5-plus percent share

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ate

ral

Following the release of the fi nal version of the Volcker rule last week, the good news for the loan asset class is that loans are excluded from the ban on proprietary trading, as are CLOs that do not hold assets other than loans, short term cash equivalents and related derivatives. So what is the asset make-up of existing CLOs? Loans, as expected represent, the majority of assets (93 percent), with cash holdings at 3 percent, bonds at 2.6 percent, and structured fi nance holdings at 1.6 percent. Looking more closely at assets other than loans and cash, CLOs currently hold $7.2 billion of bonds and $4.3 billion of structured fi nance assets (based on a sample of 710 U.S. CLOs). There are, however, differences by CLO vintage, with CLO 1.0s holding less loans (90 percent of assets) and more cash than 2.0s, along with more bonds and structured fi nance investments. Drilling into individual CLO portfolios reveals that 37 percent of 1.0s and 40 percent of 2.0s have no bond holdings, while only 17 percent of 1.0s and 7 percent of 2.0s have bond holdings representing more than 5 percent of their portfolio.

0 <1

1 to

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2 to

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3 to

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4 to

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5 to

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6 to

<7

7 to

<8

8 to

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9 to

<10

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0%

5%

10%

15%

20%

25%

30%

35%

40%

45%

CLO 1.0

CLO 2.0*

*Excludes recently issued CLOs not yet in TR LPC Collateral

Bonds as % of CLO portfolio

Shar

e of

CLO

s


THE WEEK’S BIGGEST WINNERS

Biggest Winners among widely quoted syndicated loans in secondary trading. All loans contain at least three bids.

Source: LSTA/LPC Mark-To-Market Pricing

Note: These are the averages of indicative bid prices provided by bank loan traders and expressed as a percentage of the par, or face, value. Coupon, or interest rate, is in

1/100s of a percentage point over Libor, the benchmark London Interbank Offered Rate. All ratings are for specifi c loans and not for the company itself except as noted

with an (a). These prices do not represent actual trades nor are they offers to trade; rather they are estimated values provided by dealers.

THE WEEK’S BIGGEST LOSERS

Biggest Losers among widely quoted syndicated loans in secondary trading. All loans contain at least three bids.

Source: LSTA/LPC Mark-To-Market Pricing

Note: These are the averages of indicative bid prices provided by bank loan traders and expressed as a percentage of the par, or face, value. Coupon, or interest rate, is in

1/100s of a percentage point over Libor, the benchmark London Interbank Offered Rate. All ratings are for specifi c loans and not for the company itself except as noted

with an (a). These prices do not represent actual trades nor are they offers to trade; rather they are estimated values provided by dealers.

SECONDARY NEWS

Pricing as of Friday, December 13

Pricing as of Friday, December 13

Average Weekly

Non Institutional Par Winners Loan rating bid change

Name Tranche Moody’s/S&P Coupon Maturity (pct. pts.) (pct. pts.)Frac Tech Services Ltd Delay Draw TL B2/B- L+700 4/19/2016 99.86 +0.46

Media General Delay Draw TL B1/BB- L+375 7/24/2020 100.57 +0.10

Federal-Mogul Corp Delay Draw TL N.R.*/N.R.* L+193.75 12/27/2014 98.83 +0.08

Garda World Security Delay Draw TL N.R.*/N.R.* L+300 11/5/2020 100.21 +0.08

Lagardere SCA RC N.R.*/N.R.* E+90 1/27/2016 98.08 +0.08

Average Weekly

Institutional Par Winners Loan rating bid change

Name Tranche Moody’s/S&P Coupon Maturity (pct. pts.) (pct. pts.)Alain Affalou SA TLB N.R.*/N.R.* E+575 7/17/2019 99.33 +2.26

eircom Group Plc TL Caa1/B E+400 9/12/2017 121.25 +2.00

Harlan Sprague Dawley Inc TLB Caa2/CCC L+250 7/11/2014 90.50 +1.38

Jack Wolfskin 2nd Lien TL N.R.*/N.R.* E+950 4/3/2019 90.75 +1.38

Roundy’s Supermarket Inc TLB B1/B L+450 2/9/2019 99.66 +1.07

Average Weekly

Non Institutional Distressed Winners Loan rating bid change

Name Tranche Moody’s/S&P Coupon Maturity (pct. pts.) (pct. pts.)Cory Environmental Ltd RC N.R.*/N.R.* L+175 5/1/2014 60.75 +4.05

Eitzen Chemical ASA PR NA NA NA 81.67 +0.17

Average Weekly

Institutional Distressed Winners Loan rating bid change

Name Tranche Moody’s/S&P Coupon Maturity (pct. pts.) (pct. pts.)Cory Environmental Ltd TL N.R.*/N.R.* L+175 5/1/2014 60.75 +4.05

Weight Watchers International TLB2 Ba2/BB L+300 3/29/2020 88.81 +2.66

CBR Holding GmbH & Co TLB N.R.*/N.R.* E+212.5 6/28/2015 86.67 +2.00

Telepizza SA 2nd Lien TL N.R.*/N.R.* NA NA 76.00 +1.67

Quinn Group Ltd TLA2 N.R.*/N.R.* NA NA 88.95 +1.35

**Par = Average Bid≥ 90

***Distressed = Average Bid < 90

*Not rated

Average Weekly

Non Institutional Par Losers Loan rating bid change

Name Tranche Moody’s/S&P Coupon Maturity (pct. pts.) (pct. pts.)Aspect Software Delay Draw TL B1/B L+400 5/7/2016 99.92 -0.38

Aramark Corp LC B1/BB- L+325 7/26/2016 100.08 -0.10

EP Energy Incremental TL Ba3/B+ L+350 4/20/2019 100.02 -0.09

Berry Plastics Corp Incremental TL B1/B+ L+250 2/1/2020 99.57 -0.07

Las Vegas Sands Delay Draw TL Ba2/BBB- L+275 11/23/2016 99.92 -0.02

Average Weekly

Institutional Par Losers Loan rating bid change

Name Tranche Moody’s/S&P Coupon Maturity (pct. pts.) (pct. pts.)Fraikin SA TL NA NA NA 91.33 -1.33

Alcatel-Lucent SA TLC N.R.*/N.R.* L+475 1/29/2019 100.22 -0.55

Brake Brothers Finance Plc TLB N.R.*/N.R.* NA NA 97.00 -0.50

Sequa Corp TL B1/B L+400 6/14/2017 98.00 -0.50

JC Penney TLB B2/B- L+500 4/29/2018 97.57 -0.48

Average Weekly

Non Institutional Distressed Losers Loan rating bid change

Name Tranche Moody’s/S&P Coupon Maturity (pct. pts.) (pct. pts.)Toys R Us Incremental TL B2/B+ L+375 5/20/2018 88.00 -0.85

Glitnir Banki hf RC N.R.*/N.R.* E+36 NA 29.96 -0.21

Average Weekly

Institutional Distressed Losers Loan rating bid change

Name Tranche Moody’s/S&P Coupon Maturity (pct. pts.) (pct. pts.)Pescanova SA [Acuinova] TL N.R.*/N.R.* NA 7/11/2016 13.67 -1.67

Tragus Holdings Ltd 2nd Lien TL N.R.*/N.R.* L+550 1/26/2017 51.67 -1.67

Cortefi el SA TLB1 N.R.*/N.R.* L+375 3/15/2017 61.22 -1.61

Vivarte SA TLB N.R.*/N.R.* E+475 3/31/2018 84.66 -1.09

Prisa (Promotora de Informaciones SA) TL N.R.*/N.R.* NA 3/26/2014 69.67 -1.08

**Par = Average Bid≥ 90

***Distressed = Average Bid < 90

*Not rated


MARKET BASED PRICING SNAPSHOT

(Investment grade revolvers where drawn spread is tied to CDS/CDX)

CDS MARKET

SMi™ is the premier desktop tool for secondary loan market professionals and is

used to monitor and analyze individual loans, portfolios, sectors and overall

market conditions in real time.

SMi is powered by exclusive news, data and analysis from Thomson Reuters LPC,

including LSTA/LPC Mark-to-Market Pricing Service, the leading source for

objective loan pricing for over 10 years.

For first class coverage on the secondary loan market, look to SMi. Visit

loanpricing.com or e-mail [email protected] for more information.

SECONDARY MARKET iNTELLIGENCE (SMi)

Prior Prior

Facility Facility CDS/CDX CDS/CDX Deal Deal

Borrower name S&P Moody’s Type size Drawn spread is tied to: Floor Cap (12/13/13) (near close) Deal Close Undrawn (Undrawn) (Drawn)

Caterpillar Inc A A2 364 Day 3,400 One year CDS 75 175 5.75 39.9 9/14/2010 10 20 MBP

Caterpillar Inc A A2 4 Yr RC 2,100 Five year CDS 75 175 53.58 79.8 9/14/2010 15 20 MBP

Campbell Soup A A2 364 Day 975 One year CDS 75 150 NA NA 9/9/2010 12.5 6 20

Campbell Soup A A2 3 Yr RC 975 Three year CDS 75 150 NA NA 9/9/2010 15 6 20

Motiva Enterprises LLC A A2 364 Day 700 75% of fi ve-year CDX 100 No cap 70.01 108.2 8/19/2010 12.5 25 MBP

Motiva Enterprises LLC A A2 3 Yr RC 1,300 75% of fi ve-year CDX 100 No cap 70.01 108.2 8/19/2010 17.5 25 MBP

Apache Corp A- A3 364 Day 1,000 One year CDS 75 200 6.61 22.4 8/13/2010 12.5 6 25

McGraw-Hill NR A2 3 Yr RC 1,200 60% of CDX.NA.IG 50 No cap 70.01 103.7 7/30/2010 15 12.5 MBP

Air Products & Chemicals Inc A A3 3 Yr RC 2,000 Three year CDS 50 150 32.32 60.6 7/13/2010 15 6 25

General Dynamics Corp A A2 3 Yr RC 1,000 Co’s CDS (details undisclosed) 50 150 NA NA 7/7/2010 15 6 20

Google Inc NR NR 3 Yr RC 3,000 Undisclosed NA N NA NA 6/30/2010 NA NA NA

Automatic Data Processing AAA NR 364 Day 2,250 50% of CDX.NA.IG fi ve year 25 No cap 70.01 140.7 6/23/2010 5 7.5 MBP

Automatic Data Processing AAA NR 3 Yr RC 1,500 50% of CDX.NA.IG fi ve year 40 No cap 70.01 99.0 6/23/2010 8 7.5 MBP

PepsiCo Inc A+ Aa3 364 Day 2,575 One year CDS NA NA 5.68 26.4 6/16/2010 4 4 MBP

Illinois Tool Works Inc A+ A1 364 Day 1,000 Undisclosed 37.5 125 NA NA 6/11/2010 10 12.5 MBP

Illinois Tool Works Inc A+ A1 3 Yr RC 1,000 Undisclosed 37.5 125 NA NA 6/11/2010 12.5 12.5 MBP

Charles Schwab Corp A A2 364 Day 1,000 Undisclosed NA NA NA NA 6/11/2010 15 25 MBP

Novartis AG NR NR 364 Day 4,500 One year CDS 15 80 4.16 NA 6/11/2010 5 10 MBP

Wal-Mart Stores Inc AA Aa2 364 day 9,000 One year CDS 10 75 3.03 21.3 6/10/2010 2.5 10 MBP

Wal-Mart Stores Inc AA Aa2 SBLC 2,225 One year CDS 10 75 3.03 21.3 6/10/2010 2.5 10 MBP

Merck & Co Inc AA- Aa3 364 day 2,000 One year CDS 15 80 6.69 27.3 5/19/2010 7 37.5 275

General Electric Capital Corp AAA Aaa 3 Yr RC 12,983 Co’s CDS (details undisclosed) 50 150 NA NA 5/19/2010 10 6 15

General Electric Capital Corp AAA Aaa 3 Yr RC 6,878 Co’s CDS (details undisclosed) 50 150 NA NA 5/19/2010 10 6 15

* Note: data shown in basis points

Source: Thomson Reuters LPC, Markit on Reuters 3000 Xtra/Credit Views


Disc./

LIB-eq

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(bps

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0

200

400

600

800

1,000

Loans Bonds

RELATIVE VALUE OF LEVERAGED LOANS VS. HIGH YIELD BONDS

Spread/ Discounted

Bank loan rating/ Coupon LIB-equiv.

Borrower Bond rating Tranche Maturity (bps/%) Spread (bps)

Intelsat Jackson BB-/Ba3 TLb Apr-18 325.00 315.10 B Sr. Unsec. Nov-19 8.50% 454.36Kinetic Concepts BB+/Ba1 TLb Mar-18 300.00 396.00 CCC+/Caa1 Sr. Unsec. Nov-19 12.50% 853.58McGraw-Hill Global B2 TLb Mar-19 775.00 716.85Education Holdings LLC B2 Sr. Sec. Apr-21 9.75% 585.63Michael Foods Inc BB-/Ba2 TLb May-18 575.00 383.00 CCC+/Caa1 Sr. Unsec. Jul-18 9.75% 274.63NXP BV BB-/B1 TLb Jan-20 350.00 312.57 B+/B3 Sr. Notes Feb-21 5.75% 324.04PolyOne BB-/Ba1 TLb Dec-17 375.00 458.00 BB-/Ba3 Sr. Unsec. Sep-20 7.38% 303.65Revlon Consumer Products Corp B+/Ba2 TLb Nov-17 300.00 277.03 B/B2 Sr. Unsec. Feb-21 5.75% 358.21Roofi ng Supply B/B3 TLb May-19 375.00 369.46 CCC+/Caa1 Sr. Unsec. Jun-20 10.00% 680.69Sealed Air Corp BB/Ba1 TLb Oct-18 300.00 292.98 BB-/B1 Sr. Unsec. Sep-19 8.13% 283.59Station Casinos B/B1 TLb Mar-20 400.00 441.00 CCC+/Caa1 Sr. Unsec. Mar-21 7.50% 449.67Sun Products Corp B-/B1 TLb Mar-20 425.00 747.00 CCC/Caa1 Sr. Unsec. Mar-21 7.75% 704.48Unifrax B+/B1 TLb Nov-18 325.00 320.59 B-/Caa1 Sr. Unsec. Feb-19 7.50% 587.64Walter Energy Inc B+/B2 TLb Apr-18 300.00 651.27 B-/Caa2 Sr. Unsec. Dec-20 9.88% 958.53Western Refi ning NR/WR TLb Mar-17 600.00 615.39 BB-/B2 Sr. Unsec. Apr-20 6.25% 442.61Windstream Corp BB+/Ba2 TLb Jan-20 275.00 323.00 B/B1 Sr. Unsec. Oct-21 7.75% 422.29

Average of loan 390.00 411.98Average of bonds 7.85% 485.12

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The yield differential between loans and bonds for the 30 liquid names included in the LPC Relative Value composite widened by 2bp last week. The average loan

yield decreased to LIB+412, while the average bond swap spread also decreased to LIB+485, creating a differential of 73bp. In contrast, the LTM bond-loan differential

averaged 133bps.

The chart compares institutional term loans with high-yield bonds of several issuers on a Libor-equivalent basis. Using an indicative price (provided from LSTA/

Thomson Reuters MTM Pricing) and the contractual loan spread, Thomson Reuters LPC calculates the secondary market yield of the loan using a discounted cash

fl ow model. The yield on the corporate bond is calculated based on the secondary price and coupon of the benchmark bond that most closely match the maturity

date of the loan. The yield is then swapped to a fl oating rate basis. The borrowers used in this analysis have loans that are widely held in institutional portfolios.

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LEVERAGEDAdvantage Sales & Marketing BusServices B2/B+ Credit Suisse 12/3 ACQ 255 255 4 325 NAAffi nity Gaming Gaming Credit Suisse 12/4 RFI 192 192 4 325 NAAFGlobal Corporation OilGas DB/GS/UBS/RBC/BNP 12/10 ACQ 150 100 6 375 NAAir Medical Group Holdings Healthcare Barclays/BAML/Citi/JPM/MS 12/11 DivRecap 313 313 NA 375-400 NAAlcatel-Lucent USA Telecom Morgan Stanley/Credit Suisse 12/11 RFI 1740 1740 4 325-350 NAAlexander Mann BusServices Credit Suisse 12/2 LBO 190 NA 5 NA NAAlion Science and Technology Technology NA November RFI 350 NA NA NA NAAllison Transmission Automotive Citi 12/10 RFI 500 500 5.7 275 NAAMC Networks Inc Leisure BAML 11/14 ACQ 1980 NA 5 200 NAAmerican Airlines Transportation Deutsche Bank 12/4 RFI 1900 NA 5.5 375 NAAmerican Gaming Systems Gaming Citi 12/3 LBO 155 NA 7 750-775 NAAnswers Corp Technology SunTrust 12/4 ACQ 295 175 NA 400 NAAquilex Holdings GenManuf GE Capital 12/3 RFI 300 250 6 NA NAARC Document Solutions Inc BusServices JPM 12/4 RFI 205 205 5 450 NAArch Coal Inc Mining BAML 12/3 GCP 300 300 4.5 500 NABerry Plastics Corp GenManuf Credit Suisse 12/12 RFI 1130 1130 NA 275-300 NAChemtrade Chemicals BofM/BMO/BoNS 12/4 ACQ 1000 NA NA NA NAChrysler Group LLC Automotive MS/Citi/BAML/GS 12/9 RFI 2930 2930 NA 275 NACommunity Health Systems Inc Healthcare BAML/CS July ACQ 6840 NA 3 NA NAConsolidated Communications Holdings Telecom B1/B+ Wells Fargo 12/3 RFI 985 910 NA NA NACrackel Barrel Restaurant Eats Jefferies NA DivRecap 800 NA 6 NA NACRC Health Healthcare NA 11/21 ACQ 50 NA NA 450 NACrown Castle International Corp Telecom Ba2/BB BAML/MS/RBS 12/10 GCP 500 500 7 250 NACrown Holdings GenManuf Citi NA NA 2700 400 5 175 NACumulus Media Holdings Media JPM 12/4 LBO 2225 NA 5 NA NACyanco Mining Deutsche Bank 12/12 RFI 50 50 6.5 450 NADarling International BusServices JPM/BMO/GS NA ACQ 3850 1200 NA NA NADXP Enterprises Inc BusServices Wells Fargo 12/9 ACQ 600 NA NA NA NAEdmentum Inc BusServices Credit Suisse 12/5 RFI 221 221 4.5 450 NAEmergent BioSolutions Healthcare BAML/PNC/JPM 12/12 ACQ 225 NA NA NA NAEndo Pharmaceuticals Holdings Inc Healthcare Ba3/BB- DB/RBC 11/5 ACQ 2600 750 5 200 NAExtreme Reach Inc Technology JPM/SunTrust August ACQ 495 350 NA 500-525 NAFCI GenManuf Goldman Sachs 12/4 DivRecap 300 300 7 NA NAFlow International BusServices GS/MS NA LBO 230 NA NA NA NAFour Seasons Hotels and Resorts Hotels Citi 12/9 RFI 750 750 6.5 275 NAFreedom Group Inc AeroDefense BAML 12/9 GCP 175 175 5.5 425 NAGeneration Brands ConsProducts WF 10/5 RFI 270 160 4.5 NA NAGlencoe Principal Holdings Financials Macquarie 10/30 RFI 200 NA 5 NA NAGray Television Inc Media Wells Fargo 11/25 ACQ NA NA NA NA NAHillman Group Inc BusServices Barclays 12/5 RFI 386 386 3.5 275-300 NAHostway Corp Technology Societe Generale 11/20 LBO 118 NA 5 475 NAInfor Inc Technology BAML 12/9 RFI 2500 NA 4.5 275 NAION Media Networks Inc Media JPM 12/4 DivRecap 795 720 5 NA NAIpreo LLC BusServices RBC 12/6 RFI 168 168 NA NA NAKite Realty RealEstate KeyBank 11/6 ACQ 300 NA NA NA NALas Vegas Sands Gaming Ba2/BB+ Barclays/Citi/BAML/BNP/GS/SB 12/4 RFI 3250 2500 5 150 NALaureate Education BusServices Citi 12/10 RFI 150 150 4.5 375 NAManitowOc BusServices JPM 11/21 RFI 200 200 7 275-300 NAMcGraw-Hill School Education Paper BMO 12/3 DivRecap 200 200 6 500 NAMitel Networks Corp Technology Jefferies/TDB 11/12 RFI 392 NA NA NA NANational Health Investors Inc Healthcare WF/BAML/BMO 11/21 RFI 250 NA 4.5 NA NANCR Corp Technology JPM/BAML/RBofC/ST/WF 12/3 ACQ 1200 NA 364 500 NANice-Pak Products Inc ConsProducts RBC 11/8 RFI 230 170 5 150-200 NANYDJ Apparel Retail Goldman Sachs 12/3 LBO 163 NA NA NA NANorth Atlantic Trading Wells Fargo 11/22 RFI 255 165 6 650 NAOmnitracs LLC Transportation RBC 12/9 ACQ 205 NA 7 375 NAOpen Text Corp Technology BC/RBC 12/3 ACQ 800 800 7 225 NAPanda Power Funds Utilities Goldman Sachs 12/5 RFI 585 585 7 NA NAPatheon Inc Healthcare UBS/JPM/Jefferies/KeyBank/MS January ACQ 1350 1150 5 NA NAP.F. Chang’s China Bistro Restaurants Wells Fargo 12/11 RFI 305 305 NA 325 NAPolymer Group Inc GenManuf Citi 12/10 ACQ 295 295 6 450 NAPrime Healthcare Services Inc Healthcare HFG 9/19 ACQ 475 NA NA 325 NAProtection One Inc Technology JPM 12/5 GCP 100 100 5 325 NARavago Holdings America Inc GenManuf Wells Fargo 12/5 RFI 250 250 7 450 NARaven Power Finance Utilities Deutsche/Morgan Stanley 12/3 DivRecap 350 350 7 425-450 NARedPrairie Corp Technology Credit Suisse 12/10 RFI 1540 NA NA NA NARotech Healthcare Healthcare Silver Point 4/9 GCP/DIP 30 NA NA 10.50% NARural Metro Corporation Healthcare Credit Suisse 8/5 DIP 105 NA 1 950 NASalix Pharmaceuticals Ltd Healthcare Jefferies/Fifth Third/PNC, SunTrust/SMBC/Natixis/RBS 12/3 ACQ 1350 NA NA NA NASamson Investment Co BusServices Credit Suisse 12/6 RFI 750 NA 5 425 NASchweitzer-Mauduit International Inc Paper NA November ACQ NA NA NA NA NASESAC BusServices Jefferies 12/6 RFI 235 NA 6 400-425 NASheridan Holdings Inc Healthcare Credit Suisse 12/5 ACQ 555 NA NA 350 NASheridan Production Partners OilGas BAML 12/2 RFI 800 NA 7 350 NASix Flags Entertainment Corp Leisure Wells Fargo 12/5 RFI 578 578 5 250 NASmart & Final Retail MS/BAML/CS/DB 12/6 RFI 719 719 NA NA NASpansion Inc Technology Morgan Stanley/Barclays 12/10 RFI 300 300 6 300 NASurvey Sampling Inc BusServices GE 11/13 RFI 233 NA NA NA NATherakos Inc Healthcare BAML/Jefferies 12/5 DivRecap 72 4 NA 625 NATransUnion BusServices Deutsche Bank 12/10 RFI 145 145 5 300 NAU.S. Renal Care Healthcare B2/B+ Barclays/RBC 12/9 RFI 637 NA 5.5 325 NAValeant Pharmaceuticals Healthcare JPM 12/5 RFI 3180 3180 6.6 NA NAVantage Energy LLC Utilities Credit Suisse 12/3 RFI 200 NA 5 675 NAWalker & Dunlop BusServices NA NA RFI 175 175 NA 450 NAWalter Investment Management BusServices Credit Suisse 12/4 RFI 1625 NA 5 NA NAWindsor Quality Food Co Ltd FoodBeverage BMO/BAML/JPM 12/3 GCP 350 NA 7 400 NAWTG Holdings III Corp Utilities Credit Suisse 12/3 LBO 655 NA NA NA NA TOTAL LEVERAGED $67,457,000,000 $27,451 NON-LEVERAGED Computer Sciences Corp Technology Citi/BAML/BofTM/JPM 10/18 RFI 2500 NA NA NA NADevon Energy Corp Utilities Morgan Stanley 12/4 ACQ 4500 NA NA NA NAEnergen Corp OilGas BAML 11/21 RFI 400 NA 4 138 NAFidelity National Financial Inc Financials BAML/JPM 10/24 ACQ 800 NA NA NA NAHyatt Corp Hotels WF/BAML 10/16 RFI 1500 NA 5 110 15LaSalle Hotel Operating Partnership Hotels Citi/BofM/RBS December RFI 1050 NA 5 170 NAMcKesson Corp Healthcare BAML/GS 10/24 ACQ 5500 NA 364 NA NANational Health Investors Healthcare WF/BofM/BAML 12/12 RFI 250 NA 5 225 NASilgan Holdings Inc GenManuf Wells Fargo 12/4 RFI 1635 NA 5 150 25Sysco Corp FoodBeverage NA December ACQ 4750 NA NA NA ANToyota Motor Credit Corp Auto BNP/Citi/BAML/BofTM 10/28 RFI 12990 NA 364 NA NATRI Pointe Homes Inc RealEstate Citi/DB November ACQ NA NA NA NA NAValero Energy Corp OilGas JPM/Citi/WF/RBS/Mizuho/BofTM/Barclays November RFI 3300 NA 5 NA NA

TOTAL NON-LEVERAGED $39,175,000,000 TOTAL IN PIPELINE $106,632,000,000

Pro

Ann./ Forma

Lead Launch Resp. Deal TLs Tenor LIBOR Com. Tot./

Borrower Industry Rating Banks Date Date Purp. Amt. (B, C, D) in Yrs. Spread Fee Sr. Lev.

($Mils.) ($Mils.) (bps) (bps)

Deals in market as of December 12, 2013Added last week: $22.19 Billion Bold = New from Dec. 5

— compiled by Jon Methven

Tenor and pricing for pro rata tranches only. See LoanConnector for further deal information and additional forward calendars,

SYNDICATED LOAN FORWARD CALENDAR


Thomson Reuters LPC compiles league tables in four ways to catalogue different aspects of syndications volume:

Full-Credit

Full-credit leagues award full credit of a transaction to each agent/co-agent in the lending group.

Number of Deals

Number of deals leagues rank bank holding companies by the number of transactions led or co-led.

Agent-Only

Agent-only leagues award full credit to each lender with an admin., syn. or doc. agent title, up to fi ve banks. For deals $10 billion or more,

full credit awarded to up to fi ve lenders, provided they meet certain criteria.

Bookrunner

This table awards credit to bank(s) with a Bookrunner or Lead Arranger title on the loan documentation.

U.S. League Table Parameters

• Loans must be to U.S. borrowers (Thomson Reuters LPC’s Global League Tables rank worldwide lending).

• Commercial & industrial loans only (real estate and private placements are excluded).

• Loans greater than $10 billion and with more than fi ve agents receive weighted pro rata credit for Agent-only league tables.

For more information concerning league tables contact at (646) 223-6890.

THOMSON REUTERS LPC’S LEAGUE TABLES

Thomson Reuters LPC

GOLD SHEETS

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Publisher

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New York, NY 10036. If you notice incompleteness or inaccuracies

in Gold Sheets please contact Jon Methven at (646) 223-6840 or

[email protected]. Gold Sheets is available

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The content in this publication, including news, quotes, data and other

information, is provided by Reuters LPC and its third party content

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trading purposes. Content in this publication is not appropriate for the

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Neither Thomson Reuters LPC nor its third party content providers

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for any purpose.

Ann = Annual

AIS* = All-in Spread (Drawn/Undrawn)

Cancel = Cancellation

CAN$ = Canadian Dollars

CBO = Competitive Bid Option

COF = Cost of Funds

Commit. = Commitment

CP = Commercial Paper

DIP = Debtor-in-Possession

DM = Deutschemarks

FF = Federal Funds

Ffr = French Francs

FQ = Fiscal Quarter

FY = Fiscal Year

GBR = Gold Base Rate

Guid.= Guidance Line (Uncommitted)

HK$ = Hong Kong Dollars

HLT = Highly Leveraged Transaction

is = Implied Senior

LIB = LIBOR (London

Interbank Offered Rate)

Lt = Lire

MMR = Money Market Rate

NA = Not Available/Not Applicable

P = Prime

PIK = Pay in Kind

SBLC = Standby Letter of Credit

Sfr= Swiss Francs

si = Senior Implied

TreasSpr = Treasury

TrLC = Trade Letter of Credit

Upfr. = Upfront

Util. Fee = Utilization Fee

Types of Loans

BL = Bridge Loan

LC = Letter of Credit

RC = Revolving Credit

TL = Term Loan

PARTIAL = No Pricing Info

Abbreviations

LEAGUE TABLE

2013 YTD U.S. M&A Bookrunner Volume

Bookrunner # of MarketRank Bank Holding Company Volume Deals Share

1 JP Morgan $61,742,383,537 87 18%

2 Bank of America Merrill Lynch 52,307,907,115 115 15

3 Barclays 35,274,991,058 49 10

4 Morgan Stanley 30,315,933,075 50 9

5 Wells Fargo & Co 18,758,258,436 62 6

6 RBC Capital Markets 14,343,041,832 56 4

7 Credit Suisse 14,165,896,993 61 4

8 Citi 13,734,068,471 45 4

9 Deutsche Bank 12,938,725,087 57 4

10 Goldman Sachs & Co 11,630,912,654 44 3

11 UBS AG 8,372,944,965 43 2

12 Jefferies Finance LLC 6,726,922,618 31 2

13 General Electric Capital Corp 5,346,733,205 50 2

14 SunTrust Bank 4,974,051,862 31 1

15 HSBC Banking Group 4,138,057,359 16 1

16 Mitsubishi UFJ Financial Group 3,891,688,312 11 1

17 BMO Capital Markets 3,541,833,334 31 1

18 BNP Paribas SA 3,182,248,971 15 1

19 U.S. Bancorp 2,981,759,501 20 1

20 RBS 2,654,327,021 22 1

21 Mizuho Financial Group Inc 2,374,575,216 7 1

22 PNC Bank 2,231,255,953 12 1

23 KeyBank 2,040,905,531 20 1

24 Scotiabank 1,941,785,712 5 1

25 Fifth Third Bank 1,834,557,601 21 1

Source: Thomson Reuters LPC

GOLD SHEETS – DECEMBER 16, 2013 11* - ALL- IN SPREAD, DRAWN / UNDRAWN

BORROWER RATINGS AMOUNT TYPE MATUR. ACT./EXP. SPREADS FEES AIS* PURPOSE

INVESTMENT GRADE DEALS

AMERICAN BBB-/Baa3 (Sr.) $1.5B TL A 63 10/29/2013 P+25 Upfr 25 125.0/NA Corp. purposes

TOWER CORP (Unsec’d) 01/03/2019 LIB+125 Work. cap.

Boston, MA

$2.9B

SIC 6798, 3679, 7359

(Real estate

investment trusts)

REFI CREDIT

LEAD LENDERS: Royal Bank of Scotland Plc [RBS] (7%) - Admin. Agent/Lead Arranger, Cobank ACB (13.33%) - Documentation Agent, Barclays Bank Plc

(5.33%) - Documentation Agent/Lead Arranger, Citibank (5.33%) - Documentation Agent, JP Morgan (5.33%) - Documentation Agent/Lead Arranger,

Morgan Stanley (1.6%) - Documentation Agent, Royal Bank of Canada (5.33%) - Syndications Agent/Lead Arranger, TD Bank NA (5.33%) - Syndications

Agent/Lead Arranger

OTHERS IN DEAL: BNP Paribas (4.33%), Credit Agricole (Suisse) (4.33%), SMBC (4.33%), SunTrust Bank (4.33%), Bank of Tokyo-Mitsubishi (3.73%),

Bank of America Merrill L (3.67%), CompassBk (3.67%), HSBC Bank plc (3.67%), Mizuho Bank (3.67%), Santander Bank NA (3.67%), Commerzbank

AG (2.5%), Goldman Sachs Bank USA (2.5%), 1stHawBk (1.67%), Bank of East Asia (1.33%), Mega Bank (1.33%), Chang Hwa Commercial Bk (1%), City

National Bank (1%), ManufacturersBk (0.67%)

COMMENTS: Credit refi nances co.’s previous $750M TL dated 06/29/12. Prior to close credit was increased from $1B amid oversubscription. Credit

may be increased up to $2B. RBS Securities Inc., TD Securities (USA) Inc., RBC Capital Markets LLC, Barclays Bank PLC and JP Morgan Securities LLC

acted as joint lead arrangers and joint bookrunners. Law Firm: Goodwin Procter LLP (for borrower). Shearman & Sterling LLP (for lender). Pricing:

(See grid). Default rate = +200 bps. No Prime or LIBOR fl oor. Co. is offering 12.5 bps upfront on existing commitments and 25 bps on new commit-

ments. Financial Covenant(s): Min. interest coverage ratio of 2.5:1; max. debt to EBITDA ratio decreasing from 6.5:1 to 6:1; max. senior debt to EBITDA

ratio of 3:1. Debt to EBITDA = consolidated total debt to consolidated adjusted EBITDA. Senior debt to EBITDA = consolidated senior secured debt to

consolidated adjusted EBITDA. Indicated min. interest coverage ratio required if co.’s senior unsecured LTD ratings by S&P, Moody’s or Fitch <BBB-/

Baa3/BBB-. Repayments: $1.5B install. on 01/03/2019. Prepayments: Amount Reduction = 100%. Margin Reduction = 100%. Tenor Extension = 100%.

Dividends are not materially restricted. Required Lenders = 51%. Term Changes = 100%. Assignments: Company consent required, Agent consent

required. Assign. min. = $1M. Assign. fee = $3,500. Pro Rata = y. Avg. life = 5.18 yrs.

Level Sr Rating P+ LIB+

1 > or =BBB+ 12.5 112.5

2 > or =BBB 25 125

3 > or =BBB- 50 150

4 > or =BB+ 75 175

5 <BB+ 125 225

Pricing is tied to co.’s senior unsecured LTD ratings by S&P, Moody’s or Fitch. If two ratings are equal and highest, then rating corresponding to such

level applies. If lowest rating is two or more levels below highest rating, then level below highest rating applies.

AMERICAN BBB-/Baa3 (Sr.) $1B 364-Fac 12 09/20/2013 P+37.5 Com 20 137.5/20.0 Work. cap.

TOWER CORP (Unsec’d) 09/19/2014 LIB+137.5 Corp. purposes

Boston, MA

$2.9B

SIC 6798, 3679, 7359

(Real estate

investment trusts)

LEAD LENDERS: JP Morgan (12%) - Admin. Agent/Lead Arranger, Citibank (11.5%) - Documentation Agent, Royal Bank of Scotland Plc [RBS] (12%) -

Syndications Agent/Lead Arranger, TD Bank NA (12%) - Syndications Agent/Lead Arranger

OTHERS IN DEAL: Bank of America (10.5%), Barclays Bank Plc (10.5%), Goldman Sachs Bank USA (10.5%), RBC (10.5%), Bank of Tokyo-Mitsubishi

(5.25%), Morgan Stanley Bank NA (5.25%), PNC Bank NA

COMMENTS: JP Morgan Securities LLC, RBS Securities Inc. and TD Securities (USA) LLC acted as joint lead arrangers and joint bookrunners. Law

Firms: Goodwin Procter LLP (for borrower). Shearman & Sterling LLP (for lender). Pricing: (See grid). Default rate = +200 bps. No Prime or LIBOR

fl oor. Financial Covenant(s): Min. interest coverage ratio of 2.5:1; max. debt to EBITDA ratio of 6.5:1; max. senior debt to EBITDA ratio of 3:1. Debt to

EBITDA = consolidated total debt to consolidated adjusted EBITDA. Senior debt to EBITDA = consolidated senior secured debt to consolidated adjusted

EBITDA. Indicated min. interest coverage ratio required if co.’s senior unsecured LTD ratings by S&P, Moody’s or Fitch <BBB-/Baa3/BBB-. Prepayments:

Amount Reduction = 100%. Margin Reduction = 100%. Tenor Extension = 100%. Dividends are not materially restricted. Required Lenders = 51%.

Term Changes = 100%. Assignments: Company consent required, Agent consent required. Assign. min. = $5M. Assign. fee = $3,500. Pro Rata = y.

Level Sr Rating P+ LIB+ Com

1 > or =BBB+ 12.5 112.5 12.5

2 > or =BBB 25 125 15

3 > or =BBB- 37.5 137.5 20

4 > or =BB+ 62.5 162.5 30

5 <BB+ 100 200 40

Pricing is tied to co.’s senior unsecured LTD ratings by S&P, Moody’s or Fitch. If two ratings are equal and highest, then rating corresponding to such

level applies. If lowest rating is two or more levels below highest rating, then level below highest rating applies.


BIOMED REALTY BBB-/Baa3 (Sr.) $1.25B Corp. purposes

TRUST INC (PACKAGE)

San Diego, CA

$518.2M

SIC 6798

(Real estate

investment trusts)

REFI CREDIT

ADDITIONAL BORROWER(S): Credit is arranged for BioMed Realty LP.

COMMENTS: Credit amends and extends co.’s previous credit agreement originally dated 7/14/2011. Credit may be increased up to $1.8B and extended

thru 9/23/2018. KeyBank NA and Wells Fargo Securities LLC acted as co-lead arrangers. Law Firms: Dentons US LLP (for lender); Latham & Watkins

LLP and Venable LLP (for borrower and guarantor). Pricing: (See grid). Overdue rate = +300 bps. Late fee = 5%. Prime fl oor = one month LIBOR plus

the LIBOR margin. No LIBOR fl oor. A 10 bps extension fee applies. Financial Covenant(s): Min. fi xed charge coverage ratio of 1.5:1; min. debt service

coverage ratio of 2:1; max. leverage ratio of 0.6:1. Max. unsecured total debt to total unencumbered asset value ratio of 0.6:1. Max. secured debt to gross

asset value ratio of 0.4:1. Prepayments: Amount Reduction = 100%. Guarantor Release = 100%. Margin Reduction = 100%. Tenor Extension = 100%.

Dividends are not materially restricted. Required Lenders = 51%. Term Changes = 100%. Assignments: Company consent required, Agent consent

required. Assign. min. = $10M. Assign. fee = $3,500. Pro Rata = y.

BBB-/Baa3 $900M RC 54 09/24/2013 P+35 Ann 25 155.0/25.0 Corp. purposes

(At Close Sr.) (Part 1/2) 03/24/2018 LIB+130 SBLC 142.5 Work. cap.

(Unsec’d) ExtenFee 10

GUARANTOR(S): BioMed Realty Trust Inc.

LEAD LENDERS: KeyBank (8.11%) - Admin. Agent/Lead Arranger, Sumitomo Mitsui Banking Corp (7.22%) - Documentation Agent, US Bank NA (7.22%)

- Documentation Agent, Wells Fargo Bank NA (8.11%) - Syndications Agent/Lead Arranger

OTHERS IN DEAL: Barclays Bank SA (6.67%), Deutsche Bank (6.67%), Morgan Stanley (5.56%), RJBank (5.56%), UBSAG (5.56%), Bank of Tokyo

Group (5.22%), PNCBk (5.22%), RBS Citizens (5.22%), BB&T Corp. (4%), BMO Harris Bank NA (4%), Mizuho Bank (4%), RegBk (4%), TD Bank NA (4%),

Huntington (2%), Chang Hwa Commercial Bk (0.33%), E Sun Commercial Bank (0.33%), Hua Nan Commercial Bank L (0.33%), Land Bank of Taiwan

(0.33%), Mega International Commer (0.33%)

COMMENTS: Option(s): CBO (min. bid request = $25M), $90M LC and $90M swingline. Swingline and LC sublimits = 10% of RC commitment. Com-

petitive bid sublimit = 50% of RC commitment.

Level Sr Rating P+ LIB+ Ann SBLC

1 > or =A- 0 92.5 12.5 105

2 > or =BBB+ 5 100 15 112.5

3 > or =BBB 10 110 20 122.5

4 > or =BBB- 35 130 25 142.5

5 <BBB- 70 170 30 182.5

Pricing is as indicated initially, tied to co.’s senior unsecured LTD ratings by S&P, Moody’s or Fitch thereafter. The fi rst two levels require a credit rating in

the corresponding level from at least two agencies. The second two levels require a rating by at least two agencies and one of them at the corresponding

level. Indicated SBLC fee = LIBOR and includes a 12.5 bps (or $1,500 if greater) issuance fee.

BBB-/Baa3 $350M TL A 54 09/24/2013 P+35 ExtenFee 10 150.0/NA Corp. purposes

(At Close Sr.) (Part 2/2) 03/24/2018 LIB+150 Work. cap.

(Unsec’d)

GUARANTOR(S): BioMed Realty Trust Inc.

LEAD LENDERS: KeyBank (7.71%) - Admin. Agent/Lead Arranger, Sumitomo Mitsui Banking Corp (7.14%) - Documentation Agent, US Bank NA (7.14%)

- Documentation Agent, Wells Fargo Bank NA (7.71%) - Syndications Agent/Lead Arranger

OTHERS IN DEAL: Morgan Stanley (5.71%), RJBank (5.71%), UBSAG (5.71%), Bank of Tokyo Group (5.14%), PNCBk (5.14%), RBS Citizens (5.14%), BB&T

Corp. (4%), BMO Harris Bank NA (4%), Mizuho Bank (4%), RegBk (4%), TD Bank NA (4%), Barclays Bank SA (2.86%), Deutsche Bank (2.86%), Chang

Hwa Commercial Bk (2%), E Sun Commercial Bank (2%), Hua Nan Commercial Bank L (2%), Huntington (2%), Land Bank of Taiwan (2%), Mega Inter-

national Commer (2%)

COMMENTS: Repayments: $350M install. on 03/24/2018. Avg. life = 4.5 yrs.

Level Sr Rating P+ LIB+

1 > or =A- 0 95

2 > or =BBB+ 5 105

3 > or =BBB 10 120

4 > or =BBB- 35 150

5 <BBB- 70 195

Pricing is as indicated initially, tied to co.’s senior unsecured LTD ratings by S&P, Moody’s or Fitch thereafter. The fi rst two levels require a credit rating in the

corresponding level from at least two agencies. The second two levels require a rating by at least two agencies and one of them at the corresponding level.


INVESTMENT GRADE DEALS cont’d

* - ALL- IN SPREAD, DRAWN / UNDRAWN


NISOURCE BBB-/Baa3 (Sr.) $2B RC 60 09/30/2013 P+65 Ann 35 200.0/35.0 Work. cap.

FINANCE CORP A-3/P-3 (CP) (Unsec’d) 09/28/2018 LIB+165 SBLC 165 Corp. purposes

Merriville, IN

$5.1B

SIC 4931, 4923

(Electric and other

services combined)

REFI CREDIT

GUARANTOR(S): NiSource Inc.

LEAD LENDERS: Barclays (7.23%) - Admin. Agent/Lead Arranger, Bank of Tokyo-Mitsubishi Ltd (5.23%) - Documentation Agent/Lead Arranger, Citibank

(5.23%) - Documentation Agent/Lead Arranger, JP Morgan (5.23%) - Documentation Agent/Lead Arranger, Credit Suisse AG (7.23%) - Syndications

Agent/Lead Arranger

OTHERS IN DEAL: BNP Paribas (4.19%), BOA (4.19%), Bank of Nova Scotia (4.19%), Cobank ACB (4.19%), Goldman Sachs Bank USA (4.19%), Keybank

N.A. (4.19%), Mizuho Bank (4.19%), Morgan Stanley Bank NA (4.19%), NorthernTr (4.19%), PNC Bank NA (4.19%), RBC (4.19%), Royal Bank of Scotland

(4.19%), US Bank (4.19%), Wells Fargo Bank (4.19%), BBVANY (2.25%), BONYM (2.25%), Fifth Third Bank (2.25%), HuntingtonNB (2.25%), National

Cooperative Serv (2.25%)

COMMENTS: Credit amends and restates co.’s previous credit agreement dated 05/15/12. Barclays Bank PLC, Credit Suisse Securities (USA) LLC, The

Bank of Tokyo-Mitsubishi UFJ Ltd., Citigroup Global Markets Inc. and JP Morgan Securities LLC acted as joint lead arrangers and joint bookrunners.

Law Firms: Schiff Hardin LLP (for borrower). Sidley Austin LLP (for lender). Pricing: (See grid). Overdue rate = +200 bps. Prime fl oor = one month

LIBOR plus 100 bps. No LIBOR fl oor. Option(s): $500M LC and $250M swingline. Financial Covenant(s): Max. leverage ratio of 0.7:1. Prepayments:

Amount Reduction = 100%. Guarantor Release = 100%. Margin Reduction = 100%. Tenor Extension = 100%. Dividends are not materially restricted.

Required Lenders = 51%. Term Changes = 100%. Assignments: Company consent required, Agent consent required. Assign. min. = $5M. Assign. fee

= $3,500. Pro Rata = y.

Level Sr Rating P+ LIB+ Ann SBLC

1 > or =A- 0 100 12.5 100

2 > or =BBB+ 7.5 107.5 17.5 107.5

3 > or =BBB 27.5 127.5 22.5 127.5

4 > or =BBB- 47.5 147.5 27.5 147.5

5 > or =BB+ 65 165 35 165

6 <BB+ 105 205 45 205

Pricing is tied to co.’s senior unsecured LTD ratings by S&P or Moody’s. Co. also pays an undisclosed SBLC issuance fee. If Split Rated, Higher rating

applies. If Split Rated by more than one level, Level below higher rating applies.

CUMULUS MEDIA B+/B1 (Sr.) $2.225B Corp. purposes

PARTNERS (PACKAGE)

Atlanta, GA

$1.1B

SIC 4832, 6719

(Radio broadcasting

stations)

PARTIAL

REFI CREDIT LEAD LENDERS: JP Morgan - Arranger/Lead Arranger

COMMENTS: Proceeds will refi nance co.’s existing fi rst and second-lien term loans due in 2018 and 2019, respectively. JP Morgan is leading the deal.

Assignments: Pro Rata = n.

B+/B1 (At Close $200M RC 60 12/19/2013 NA/NA Corp. purposes

Bank Loan) (Part 1/2) 12/19/2018

B+/B1 (Sec’d)

(Curr Bank Loan)

B+/B1 (At Close Sr.)

COMMENTS: Collateral: Unknown.

B+/B1 (At Close $2.025B TL B 84 12/19/2013 LIB+350 Upfr 50 350.0/NA Corp. purposes

Bank Loan) (Part 2/2) 12/19/2020 Cancel 100

B+/B1 (Sec’d)

(Curr Bank Loan)

B+/B1 (At Close Sr.)

COMMENTS: Facility is fi rst-lien. Pricing: LIB+325-350. LIBOR fl oor = 1%. OID = 99.5. Facility carries 101 soft call protection for six months. Collateral:

Unknown.



INVESTMENT GRADE DEALS cont’d


COMMUNICATION DEALS

GOLD SHEETS – December 16, 201314 * - ALL- IN SPREAD, DRAWN / UNDRAWN


M&A DEALS on

ANSWERS CORP $295M Acquis. line

New York, NY (PACKAGE)

SIC 7375

(Information

retrieval services)

REFI CREDIT

SPONSOR(S): TA Associates Inc.

LEAD LENDERS: SunTrust Bank - Arranger/Lead Arranger

COMMENTS: Co. will use proceeds for acquisition and general corporate purposes. SunTrust is leading the deal. Assignments: Pro Rata = n.

$20M RC 12/18/2013 LIB+400 400.0/NA Acquis. line

(Part 1/3) Corp. purposes

COMMENTS: Pricing: No LIBOR fl oor.

$175M TL B 12/18/2013 LIB+450 450.0/NA Acquis. line


(Sec’d)

COMMENTS: First lien facility. Pricing: LIBOR fl oor = 1%. Collateral: Unknown.

$100M TL 12/18/2013 LIB+850 850.0/NA Acquis. line


(Sec’d)

COMMENTS: Second lien facility. Pricing: LIBOR fl oor = 1%. Collateral: Unknown.

CINEDIGM CORP $55M Acquis. line

New York, NY (PACKAGE)

$88M

SIC 7829

(Motion picture

distribution

services)

COMMENTS: Credit backs co.’s $51.5M acquisition of Gaiam Inc.’s entertainment unit, GVE, a distributor of home entertainment brands and content.

Funding for the acquisition also includes $5M subordinated fi ve-year loan facility; $3M of restricted Cinedigm stock of which $1M was issued to Gaiam and

$2M was purchased by an existing shareholder; and an up to $13M underwritten public offering of common stock, which includes an up to $1.5M over-

allotment. Credit may be increased up to $70M via RC or TLs. SG Americas Securities LLC acted as lead arranger and bookrunner. Law Firm: Milbank

Tweed Hadley & McCloy LLP (for lender). Pricing: Default rate = +200 bps. Prime fl oor = one month LIBOR plus 100 bps. LIBOR fl oor = 1%. Financial

Covenant(s): Min. fi xed charge coverage ratio of 1.1:1; max. debt to EBITDA ratio decreasing from 3.5:1 to 2:1. Max. Capex (initial) = $1M. Capex carryover

= 100%. Debt to EBITDA = consolidated total debt to consolidated adjusted EBITDA. Undisclosed min. consolidated adjusted EBITDA. Prepayments:

Excess CF Sweep = 50%. Assets Sales Sweep = 100%. Debt Iss. Sweep = 100%. Insurance Proceeds Sweep = 100%. Indicated asset sales sweep

and insurance proceeds not required if proceeds <=$1M or if proceeds are reinvested within 270 days. Amount Reduction = 100%. Guarantor Release

= 100%. Margin Reduction = 100%. Tenor Extension = 100%. Dividends are materially restricted. Required Lenders = 51%. Term Changes = 100%.

Collateral Release = 100%. Assignments: Company consent required, Agent consent required. Assign. min. = $1M. Assign. fee = $3,500. Pro Rata = y.

$30M RC 36 10/17/2013 P+300 Com 75 400.0/75.0 Acquis. line

(Part 1/2) 10/21/2016 LIB+400 SBLC 412.5 Corp. purposes

(Sec’d) Work. cap.

GUARANTOR(S): Cinedigm Entertainment Holdings LLC. Certain Co.’s existing and future direct and indirect domestic subsidiaries also acted as guarantors.

LEAD LENDERS: Societe Generale SA (100%) - Arranger/Lead Arranger

COMMENTS: Facility is expected to have $15M drawn at close. Max. initial amount = $22M. Pricing: Co. pays indicated commitment fee of 75 bps

if RC usage <=33% of total commitment, 50 bps if >33% but <66.67%, 25 bps if >=66.67%. SBLC fee = LIBOR margin plus a 12.5 bps issuance fee.

Option(s): $10M LC. Security: Borrow. base = 80% of eligible accounts receivable plus 80% of other. Borrowing base = 80% of the sum of i) eligible

receivables included in accounts report, ii) accrued receivables not included in accounts report due with 120 days, and iii) 30% of eligible inventory (max.

$2.5M). Collateral: All Assets. Credit is secured by a fi rst priority perfected security interest in all of the collective assets of the co., other than the co.’s

deployment assets.

$25M TL A 36 10/17/2013 P+300 400.0/NA Acquis. line

(Part 2/2) 10/21/2016 LIB+400 Corp. purposes

(Sec’d) Work. cap.

GUARANTOR(S): Cinedigm Entertainment Holdings LLC. Certain Co.’s existing and future direct and indirect domestic subsidiaries also acted as guarantors.

LEAD LENDERS: Societe Generale SA (100%) - Arranger/Lead Arranger

COMMENTS: Collateral: All Assets. Credit is secured by a fi rst priority perfected security interest in all of the collective assets of the co., other than the

co.’s deployment assets. Repayments: 12 Fnlpaymnt. installs. ranging from $875,000 to $12.5M beg. 10/17/2013. Avg. life = 0.7 yrs.


DXP ENTERPRISES $600M Takeover

Houston, TX (PACKAGE)

$1.1B

SIC 8711, 5063

(Engineering

services)

PARTIAL

LEAD LENDERS: Wells Fargo & Co - Arranger/Lead Arranger

COMMENTS: Credit backs co.’s $285M acquisition of B27 LLC from Champlain Capital Partners LP. Financing also includes approximately $3M of DXP

common stock. Wells Fargo is leading the deal. Pricing: Credit will pay LIB+125-250 based on an undisclosed leverage grid. Assignments: Pro Rata = n.

$350M RC 60 12/23/2013 NA/NA Takeover

(Part 1/2) 12/23/2018

COMMENTS: Pricing: The credit will pay a 20-45bp commitment fee on undrawn amounts.

$250M TL 60 12/23/2013 NA/NA Takeover

(Part 2/2) 12/23/2018

POLYMER GROUP INC B/B1 (Sr.) $295M TL B 72 12/20/2013 LIB+450 Upfr 100 450.0/NA Takeover

Charlotte, NC (Sec’d) 12/20/2019 Cancel 100

$1.2B

SIC 2297, 2297, 3089

(Nonwoven fabrics)

REFI CREDIT

LEAD LENDERS: Citibank - Arranger/Lead Arranger

COMMENTS: Credit replaces co.’s bridge loans which were put in place to back the acquisition of Fiberweb. Credit is covenant-lite. Credit may be in-

creased up to $370M plus amounts up to and including 4.5x senior secured leverage, subject to 50bp MFN for 18 months. The loan will mature at the

earlier of six years or 91 days prior to the maturity of the company’s 7.75% senior secured notes due 2019, provided there is $150M or more of the notes

outstanding. Pricing: LIBOR fl oor = 1%. OID = 99. Facility carries 101 soft call protection for one year. Repayments: Facility will amortize at 1% annually.

Financial Covenant(s): Credit is covenant-lite. Covenants will be incurrence-based, consistent with the company’s 7.75% senior secured notes due 2019.

Collateral: All Assets. The loan will be secured by a fi rst priority lien on substantially all of the assets of the borrower and guarantors, and a second

priority lien on collateral securing the ABL facility, subject to exceptions. Prepayments: Excess CF Sweep = 50%. Credit will include mandatory prepay-

ments for asset sales and non-permitted debt incurrence. The loan will also include a 50% excess cash fl ow sweep, with leverage-based step-downs.

Assignments: Pro Rata = n.

POLYMER GROUP INC B/B1 (Sr.) $50M BL 12 11/26/2013 NA/NA Takeover

Charlotte, NC (Unsec’d) 11/26/2014

$1.2B

SIC 2297, 2297, 3089

(Nonwoven fabrics)

PARTIAL

COMMENTS: Credit backs co.’s cash consideration of its acquisition of Fiberweb Plc. Assignments: Pro Rata = y.

TRANSUNION LLC B- (Sr.) $145M TL B 62 12/23/2013 LIB+300 Upfr 25 300.0/NA Takeover

Chicago, IL 02/01/2019 Cancel 100

$1.1B

SIC 7323

(Credit reporting

services)

REFI CREDIT

LEAD LENDERS: Deutsche Bank AG - Arranger/Lead Arranger

COMMENTS: Credit is to accommodate a $145M add-on TL facility. Proceeds from the incremental loan will back co.’s purchase of TLO - a company in

the risk information and analytics industry based in Boca Raton. Covenant-lite add-on facility. Deutsche Bank is leading the deal. Pricing: LIBOR fl oor =

1.25%. OID = 99.75-par. Facility will carry 101 soft call protection through 3/1/14. Financial Covenant(s): For the f/y/e 12/31/12, the excess CF sweep will

be cancelled. Annual ECF payments will resume with 12/31/13 ECF payment. Prepayments: For the fi scal year ending December 31, 2012, the excess

cash fl ow sweep payment will be cancelled. Annual ECF payments will resume with the December 31, 2013 ECF payment. Assignments: Pro Rata = n.



M&A DEALS cont’d


THIS WEEK IN NEWS

Sysco lines up $4.75B bridge

Sysco Corp secured a fully committed $4.75

billion bridge fi nancing backing its merger

agreement with rival US Foods, sources said.

Goldman Sachs is lead left. TD Bank, Wells

Fargo, Bank of America Merrill Lynch and JP

Morgan are also lenders.

The foodservice company will pay approxi-

mately $3.5 billion for the equity of US Foods,

comprising $3 billion of Sysco common stock and

$500 million of cash. As part of the transaction,

Sysco will also assume and refi nance $4.7 billion

in US Foods debt for a total value of $8.2 billion.

After completion of the acquisition, US Foods

equity holders will own 87 million shares, or

roughly 13 percent of Sysco.

Sysco expects to issue permanent fi nancing

prior to closing of the transaction in the third

quarter of 2014. The acquisition still needs to

receive antitrust approval.

Goldman Sachs and the law fi rms Wachtell,

Lipton, Rosen & Katz and Arnall, Golden & Greg-

ory advised Sysco. Simpson Thacher & Bartlett

and Debevoise & Plimpton advised US Foods.

The combination has been approved by the

board of directors of each company.

Sysco markets and distributes food products to

restaurants, healthcare and educational facili-

ties, lodging establishments and other custom-

ers that prepare meals outside households. Its

products include equipment and supplies for the

foodservice and hospitality industries.

US Foods makes and distributes foods for cus-

tomers, including independent and multi-unit

restaurants, healthcare and hospitality enti-

ties, government and educational institutions.

US Foods, headquartered in Rosemont, Ill., is

jointly owned by affi liates of Clayton, Dubilier

& Rice LLC and Kohlberg Kravis Roberts & Co.

L.P since 2007. – MS

Chrysler fi rms $2.93B repricing

Automotive company Chrysler Group LLC

fi rmed pricing on its $2.93 billion repricing term

loan B at LIB+275, with a 75bp Libor fl oor, at

par, sources said.

At launch, the company aimed to reprice at

a 75-100bp Libor fl oor. The Libor margin and

issue price are unchanged.

The repriced loan will carry 101 soft call protec-

tion for six months.

The repriced loan will mature May 24, 2017, in

line with the existing.

Morgan Stanley, Citigroup, Bank of America

Merrill Lynch and Goldman Sachs are joint lead

arrangers and joint bookrunners.

Chrysler is back after just repricing this loan

in June.

At that time, the company amended its existing

credit to reduce rates by 150bp. Pricing on the

TLB was cut to LIB+325 with a 1 percent Libor

fl oor, and call protection was set at 101 soft call

for six months.

The company also reduced the commitment

fee on its $1.3 billion revolver to 50bp. The RC

matures May 24, 2016.

On September 23, Chrysler fi led an S-1 with

the SEC for its initial public offering.

Chrysler Group LLC was formed in 2009 to

establish a global strategic alliance with Fiat

S.p.A. Chrysler is the maker of Jeep, Dodge, Ram,

Mopar, SRT and Fiat vehicles and products. – NW

Samson upsizes

Independent exploration and production

company Samson Investment Co has upsized

its new repricing loan to $1 billion from $750

million, sources said.

The upsized amount will replace a proposed

ABL draw.

The company now aims to reprice the covenant-

lie term loan to a spread of LIB+400, with a 1

percent Libor fl oor, offered at par.

Previously, guidance was LIB+425, with a 1

percent Libor fl oor, at par.

The repriced loan will have 101 soft call protec-

tion for six months. The maturity is set at Sep-

tember 25, 2018, in line with the existing loan.

Lead bank Credit Suisse requests commit-

ments by 12:00 p.m. ET Friday.

Corporate family ratings are B1/B, and facility

ratings are B1/B-.

In September, Samson pulled a $1 billion re-

Controversial gun maker agrees debt dealSome creditors of Freedom Group, maker

of the Bushmaster rifl e used in the Newtown,

Connecticut, school massacre, have provided

the company with more debt, despite the fact

many of its private equity fund investors want out.

Private equity fund manager Cerberus Capital

Management, which vowed to sell Freedom

Group a year ago in the wake of the shooting,

had turned to an undisclosed fi nancial institu-

tion for a $200 million mezzanine loan to pay

off some investors.

But Freedom Group told its lenders later that

it would instead raise $175 million from them in

an effort marketed by Bank of America Merrill

Lynch, although the bank will not provide any

of the new debt.

The new debt deal was proposed following

discussions with lenders last week, during which

it became apparent there was appetite on Wall

Street for more of the company’s debt, despite

the controversy surrounding Freedom Group.

“They had to come to market with an underwrit-

ten deal. I’m sure they brought the mezzanine

partner in, to the extent they couldn’t get it

done,” an investor said. “But since the market

is so desirous of new term loan paper, there is

suffi cient appetite in the institutional market

rather than mezzanine.”

New TLB

The new loan will not be subordinated in

Freedom Group’s capital structure, as originally

envisaged, making it much cheaper, and in line

with its existing operating company debt. The

covenant-lite Term Loan B priced at 425bp over

Libor with a 1.25 percent Libor fl oor and will

mature in April 2019.

“The market was willing to price it as a term

loan 1000bp cheaper [than the mezzanine],”

the investor said.

The new debt will help buy out Cerberus fund

investors who want to quit Freedom Group,

which is valued at around $1.2 billion.

The move comes a year after the New York-

based private equity fi rm said it would sell

Freedom Group, a pledge that was made four

days after 26 people, most of them children,

were killed at the Sandy Hook Elementary

School. It inspired a package of national gun

control measures in Congress, as well as calls

– by Natalie Wright, Michelle Sierra, Greg Roumeliotis

— cont’d from p. 15

for better security in schools.

The bills, which included a national ban on

assault weapons and expanding the use of

background checks for gun purchases, were

ultimately rejected after U.S. lawmakers decided

they might infringe on the constitutional right

to bear arms.

Speculation about legislation limiting gun

rights persisted, however, driving up fi rearm

sales, as well as the stock of gun makers. Free-

dom Group has posted bumper profi ts so far

this year. On December 9, the company said it

expected net sales for 2013 to be in the range

of $1.25-1.275 billion, compared with net sales

of $931.9 million in 2012.

Fears about gun legislation are beginning to

subside, weighing down gun sales. Moody’s said

last Tuesday that it expected Freedom Group’s

revenue and Ebitda to decline in 2014, but then

grow in the mid-single digit percentage range.

Cerberus has also come under pressure from

several anti-gun groups and politicians, includ-

ing New York City Mayor-elect Bill de Blasio,

to expedite its efforts to sell Freedom Group.


THIS WEEK IN NEWS

(NEWS cont’d on page 18)

pricing effort following a ratings downgrade and

amid loan market volatility due to heavy supply.

The size and terms of the current repricing

loan are now in line with the repricing initially

launched in September.

Existing pricing on the loan is LIB+475 with a

1.25 percent Libor fl oor.

Samson is headquartered in Tulsa, Oklahoma

and maintains division offi ces in Houston, Den-

ver, and Midland. – NW

American Airlines tightens pricing

American Airlines tightened pricing December

12 on its $1.9 billion repricing loan, sources said.

Deutsche Bank is lead arranger.

American now aims to reprice its $1.9 billion

exit term loan at a spread of LIB+300, with a

75bp Libor fl oor.

Previously, the company sought to reprice

the loan to a spread of LIB+300-325, with a 1

percent Libor fl oor.

The exit loan is currently priced at a spread of

LIB+375 with a 1 percent Libor fl oor.

The repriced loan is expected to mature June

27, 2019, in line with the existing exit loan. The

repriced loan will reset 101 soft call protection

for six months and include fi nancial covenants

requiring $2.0 billion of minimum liquidity and

1.6 times collateral coverage.

Although the company is trying to reduce the

loan’s coupon and save interest costs, American

is adding US Airways Group Inc and US Airways

Inc as guarantors backing the new loan, thereby

potentially enhancing the loan’s credit quality.

AMR Corporation, the parent company of

American Airlines, is guarantor on the current

loan, but American now includes US Airways as

a backer of the loan as well.

American Airlines and US Airways are now

legally combined as one company.

In July, American priced an $850 million

add-on loan to its existing $1.05 billion debtor-

in-possession loan priced the previous month,

taking the total size of the borrowing to $1.9

billion. – NW

Banks bid for Cameron

Banks are bidding for a mandate on a $7.1 billion

fi nancing for Cameron LNG project, sources said.

Royal Bank of Scotland is advising the sponsors

of the project, which include Sempra Energy,

GDF SUEZ S.A., Mitsubishi Corporation and

Mitsui & Co Ltd.

Proceeds will support the development, fi nanc-

ing and construction of a liquefi ed natural gas

(LNG) export facility at the site of the Cameron

LNG receipt terminal in Hackberry, La.

Volcker may cut CLO returns, force selling An initial reading of the Volcker Rule has

generally left those active in the collateralized

loan obligation (CLO) market breathing a sigh

of relief. The fi nal draft of the new banking

legislation largely preserves CLO structures and

origination mechanisms but may spur banks

to divest some CLO debt and equity holdings

and CLO managers to dump high-yield bonds.

Prior drafts of the legislation carved out CLOs

from the defi nition of loan securitizations, a move

that could have barred banks from making mar-

kets in CLO debt and establishing warehouse

funding for CLO managers building portfolios

before pricing a deal. Loan securitizations are

exempt from the Volcker Rule.

“The fi nal Volcker legislation broadens loan

securitizations to cover CLOs and provides a

path for CLOs to exempt themselves from the

defi nition of ‘covered fund,’” said Elliot Ganz,

general counsel at the Loan Syndications and

Trading Association. “These developments

should preserve most of the current features

and functions seen in today’s CLO market.”

To avoid falling under the defi nition of a cov-

ered fund, which are subject to stricter regula-

tory oversight, CLOs can only hold loans, cash

equivalents and foreign exchange and interest

rates hedges, but no securities or commodity

forwards.

Forced selling

While banks can make markets in covered

funds, subject to a litany of market-making re-

strictions, banks cannot generally own an equity

interest in covered funds. The intent behind

the rule is to prevent banks from engaging in

proprietary trading, but not acting as a trading

liquidity agent or underwriter of covered funds.

Unless CLO managers cleanse portfolios to

avoid becoming covered funds, U.S. banks hold-

ing senior CLO debt or equity tranches in their

non-market making portfolios could become

forced sellers of these relatively illiquid securities.

Senior Triple A CLO debt tranches may be

caught under Volcker ownership defi nitions that

include the right to replace investment managers

and general partners - making it impossible for

banks to hold such paper. The indentures of many

Triple A CLO debt tranches empower bondhold-

ers to remove existing managers.

“On the face of the rule text, it appears that the

traditional ability of Triple A CLO note holders to

remove managers for cause would cause a non-

excluded CLO to fall under Volcker’s covered fund

ownership prohibition,” said J Paul Forrester, a

partner at Mayer Brown’s structured fi nance

practice. “If, as is likely, this is an unintended

result, interpretative relief would likely be needed

to clarify this important issue.”

If the ownership provisions do ensnare the

Triple A liabilities of covered funds, forced sales

are likely. U.S. banks have traditionally been the

biggest purchasers of Triple A CLO liabilities,

which are typically the largest and most diffi cult

tranches to place.

Lower returns

The outlawing of banks holding CLOs contain-

ing securities is likely to mean that managers

sell high-yield bonds or chunks of other CLOs

to remove them from the structures.

“CLOs that own securities, which include

high-yield bonds and CLO tranches, may be

under pressure to sell such holdings to facilitate

– by Billy Cheung

continued relationships with bank investors,”

said Daniel Hartnett, a fi nance partner at Kaye

Scholer.

Bond holdings represent only about 2.6 per-

cent of all assets in CLO portfolios, according

to Thomson Reuters data. This translates into

$7.2 billion of bonds spread across more than

700 CLOs.

However, the difference in yields paid by lever-

aged loans and high-yield bonds, which is ampli-

fi ed by embedded CLO leverage, could reduce

CLO equity returns if bonds are sold. The average

yield-to-worst of a high-yield bond is currently

5.67 percent, according to the Bank of America

Merrill Lynch High Yield Index, whereas Thomson

Reuters data calculates current primary lever-

aged loan yields at 4.86 percent.

In addition, a number of CLOs contain tranches

with fi xed coupons. Removing fi xed coupon

bonds that earn a spread over such tranches

also could affect returns.

Affected CLO managers would need to

consider shedding their bonds soon, since the

Volcker Rules, which become partially effective

at the beginning of April 2014, do not allow for

any “grandfathering” or holdings exemptions for

existing CLOs. Banks have until July 21, 2015, to

fully conform to the new rules.

“Although the Volcker Rule could arguably

reduce CLO equity returns by effectively eliminat-

ing the bond bucket for CLOs looking to meet the

loan securitization exemption, the fi nal Volcker

Rule does validate the role of CLOs in enabling

banks to continue creating and extending credit,”

said Deborah Festa, a partner in the Alternative

Investments practice at Milbank Tweed Hadley

& McCoy.


THIS WEEK IN NEWS — cont’d from p. 17

The fi nancing is expected to include $1.6 billion,

16-year term loan and $1 billion in senior notes. It

also includes a $2.5 Japan Bank for International

Cooperation (JBIC) loan and a $2 billion Nippon

Export and Investment Insurance (NEXI) loan.

The project’s sponsors announced in May

they signed 20-year tolling capacity and joint-

venture agreements to support the Cameron

LNG project.

As per the terms of the joint-venture agree-

ment, GDF SUEZ, Mitsubishi and Mitsui will ac-

quire 16.6 percent equity in the existing facilities

and the liquefaction project. A Sempra Energy

affi liate will retain 50.2 percent.

In January, Cameron LNG initiated a tender

process for the engineering, procurement

and construction contract for the project and

launched its fi nancing process with JBIC, NEXI

and commercial banks.

Cameron LNG expects to secure fi nancing

commitments for the project by late 2013 or early

2014 and award the engineering, procurement

and construction contract in late 2013. – MS

Honeywell modifi es allocations

Industrial conglomerate Honeywell Interna-

tional has modifi ed allocations on a $4 billion

revolver slated to refi nance and upsize an exist-

ing $3 billion credit facility, sources said.

Citigroup and JP Morgan are leading the deal

that will have a fi ve-year maturity. See LoanCon-

nector for allocations.

The loan pays a 7bp commitment fee. If drawn,

pricing is based on the company’s fi ve-year CDS

with a fl oor of 25bp and a cap of 100bp.

The pricing grid has been reported.

Honeywell, rated A, provides aerospace prod-

ucts and services, control technologies for build-

ings, homes and industry, automotive products,

turbochargers, and specialty materials. – MS

P.F. Chang $305M repricing

P.F. Chang’s China Bistro is in market to reprice

its $305 million term loan B, sources said. The

company aims to reprice at LIB+325, with a

100bp Libor fl oor, at par.

Wells Fargo leads the deal, launched Wednes-

day. Commitments are due December 17.

In November 2012, P.F. Chang repriced its

$305 million term loan at LIB+400 with a 1.25

percent Libor fl oor.

In July 2012, Centerbridge Partners completed

its tender offer for P.F. Chang’s.

P.F. Chang’s China Bistro, Inc. owns and oper-

ates two restaurant concepts in the Asian niche:

P.F. Chang’s China Bistro and Pei Wei Asian

Diner. In addition, the Company has extended

the P.F. Chang’s brand to international markets

and retail products both of which are operated

under licensing agreements. – NW

Madison Capital prices $306M CLO

Madison Capital Management priced a $306

million middle market collateralized loan obli-

gation (CLO) called MCF CLO III, sources said.

Wells Fargo led the deal.

Final structure and pricing for MCF CLO III

follow:

CL Size ($Mils.) Ratings Coupon DM Price

A 173.25 AAA 185 187 99.92

B 25.00 AA 250 250 100.00

C 22.25 A 285 370 95.60

D 17.00 BBB 310 458 91.75

E 25.50 BB 445 650 88.82

Sub 42.90

The deal contains two and three-year non-call

and reinvestment periods, respectively.

Year-to-date new CLO issuance has reached

$77.6 billion. – BC

Infor outlines $2.5B refi

Enterprise software and services provider Infor

Inc is in market with a refi nancing loan consist-

ing of a $1 billion term loan B-4 and $1.5 billion

term loan B-5, sources said.

Price guidance on both the TLB-4 and TLB-5 is

LIB+275 with a 1 percent Libor fl oor. The TLB-4

is expected to come at par, while the TLB-5 is

expected to price at 98.5-99.

The TLB-4 will mature April 5, 2018, and the

TLB-5 will mature June 3, 2020. Both tranches

are expected to be covenant-lite.

Commitments are due by 12 p.m. ET Decem-

ber 13.

Proceeds of the new credit will refi nance and

reprice the company’s existing term loan B-2.

At August 31, the company had $5.3 billion in

long-term debt. This included $2.5 billion out-

standing on its TLB-2 due April 5, 2018; $479.8

million out on its TLB-3 due June 3, 2020; and

$460.1 million out on its fi rst-lien euro TLB due

U.S. secondary prices hit 2013 high U.S. secondary loan prices are trading at a

post-crisis high. Average bids in the overall

market hit a year high in December, supported

by nearly $78 billion of new collateralized loan

obligation (CLO) funds and from a $60.5 bil-

lion year-long fl ow of retail cash into bank loan

mutual funds, sources say.

Strong secondary prices pushed average bids

in the overall market to 99.11 on December 12,

past the year’s previous high of 99.05 in May,

according to Thomson Reuters Secondary Market

Intelligence.

“Demand from ongoing CLO issuance and

retail fund fl ow is overwhelming the new issue

supply,” said Steven Oh, head of fi xed income at

PineBridge Investments. “The resulting impact

is the continuing rise of secondary prices and

repricing of existing loans.”

Secondary prices have also risen because

the poorest performing loans are slowly being

resolved by either refi nancing or defaulting,

which is reducing the drag on overall bid levels.

“The vast majority of loans that were trading

extremely low, below 80 for example, have

fallen off through natural attrition. They have

either refi nanced or defaulted. As such, their

punitive contribution to the market average

price has been reduced greatly. Performing

loans have been at, or slightly north of par for

a while and remain there,” said Leland Hart,

head of BlackRock’s bank loan team.

A massive 99.4 percent of loans now trade

at par or above, which is putting pressure on

primary pricing as the repricing and refi nancing

wave continues. The percentage of distressed

loans in the overall market has also fallen - to

0.6 percent in December from 3 percent a year

earlier and 14.5 percent in 2010.

Rising U.S. secondary loan prices were in-

terrupted mid-year when concerns about the

Federal Reserve’s monetary approach and

the tapering of its $85 billion monthly asset

– by Lisa Lee

purchases caused a spike in Treasury yields

and weakened risk assets. The average bid for

leveraged loans eased to 98.6 in July.

As the broader market volatility abated, U.S.

leveraged loans continued to benefi t from the

massive amount of cash fl ooding into the asset

class. A stellar $10.6 billion of new CLOs were

minted in the second-busiest month for CLO

issuance after $12.3 billion in March. Four new

CLOs have already priced in December, bringing

issuance for the year to date to nearly $78 billion.

Retail fund fl ows were also strong in November

at $3.4 billion for the month, according to Lipper

FMI. Although this was lower than more than

$7 billion each in July and August, this excess

cash added to the supply-demand imbalance.

Retail fund infl ows total $60.5 billion in 2013 so

far and infl ows have continued in December, in a

prolonged positive run that started in June 2012.


THIS WEEK IN NEWS

June 3, 2020.

Sponsors are Golden Gate Capital and Sum-

mit Partners.

Bank of America Merrill Lynch is leading the

deal. – NW

RedPrairie updates pricing

RedPrairie Corp, a provider of global supply

chain solutions, set pricing at the wide end of

talk on its $1.44 billion fi rst-lien covenant-lite

repricing loan, sources said.

Pricing guidance is now LIB+500, with a

1 percent Libor fl oor, at par. Initial talk was

LIB+475-500. The Libor fl oor and issue price

are unchanged.

Commitments are now due December 16,

versus December 17 previously.

Existing pricing is LIB+550 with a 1.25 percent

Libor fl oor.

The repriced term loan will now carry 101 soft

call protection for one year, versus six months.

The maturity will be unchanged from the existing

loan, at December 21, 2018.

A $100 million revolver rounds out the credit.

The borrower is RP Crown Parent, LLC.

Credit Suisse leads the deal.

RedPrairie wrapped the existing loans a year

ago to fund RedPrairie’s purchase of JDA Soft-

ware. The companies merged in January 2013.

At that time, the company priced a $1.45 bil-

lion, six-year fi rst-lien term loan, a $100 million,

fi ve-year revolver, and a $650 million, seven-year

covenant-lite term loan. The fi rst-lien term loan

priced with 101 repricing protection. – NW

Archer Daniels allocates

Agricultural company Archer Daniels Midland

Co has allocated $4 billion in credit facilities,

sources said.

JP Morgan is leading the deal. Citigroup,

Barclays and Bank of America Merrill Lynch

are also lenders.

The company arranged a new $2 billion, 364-

day revolver that will replace an existing $2 billion

revolver of the same size (due December 2013).

It also pushed maturities by two years on a $2

billion, fi ve-year revolver due October 2016 and

extended by one year the company’s $2 billion,

fi ve-year revolver due December 2017,

The facilities will effectively reduce the com-

pany’s revolving availability to $4 billion from

$6 billion. All three facilities will back general

corporate purposes.

Both multi-years include a $1 billion increase

option, respectively.

Undrawn pricing on the one-year is 5bp. Both

multi-years pay 8bp upfront.

Drawn pricing is based on the company’s one-

year and fi ve-year CDS with a fl oor of 25bp and

a cap of 100bp.

Senior unsecured ratings are A/A2.

The loan includes a fi nancial covenant of a

minimum tangible net worth of no less than $7

billion. See LoanConnector for pricing grids and

allocations. – MS

Berry Plastics refi nancing

Berry Plastics Corp launched December 12 a

$1.13 billion refi nancing loan, sources said.

The new $1.13 billion fi rst-lien covenant-lite

term loan is guided at LIB+275-300, with a 1

percent Libor fl oor, at 99.

The loan will mature in seven years, and will

include 101 soft call protection for six months.

The company is refi nancing its outstanding

$1.125 billion term loan C due in 2015.

Current corporate family ratings are B2/B,


BDC leverage cap reform clears fi rst hurdle; debate persistsProposed legislation that would effectively

double the leverage cap for business devel-

opment companies, which lend to small and

mid-sized U.S. businesses, has cleared an initial

legislative hurdle, seen by some as an early vic-

tory for supporters of the change.

However, even proponents of the bill said fur-

ther revisions are necessary for the U.S. Senate

to greenlight the bill, while some critics caution

that raising the leverage limit would create un-

necessary risk.

Members of the U.S. House Financial Services

Committee voted 31 to 26 to adopt an amended

version of the “Small Business Credit Availability

Act,” which proposes to raise the leverage limit

to 2:1 from 1:1. Discussions are ongoing to make

additional tweaks that address investor protec-

tion concerns raised by Democrats.

“If a deal is struck with Democrats that accom-

modates demands for investor protections, the

bill will get broad bipartisan support in the House

and greatly increase the chances for passage in

the Senate,” said Brett Palmer, president of the

Small Business Investor Alliance.

BDCs are a specialized type of closed-end in-

vestment fund. The BDC industry has expanded

steadily since the credit crisis, taking an increased

share of the middle market lending pie, and

is widely seen as playing a key role in fueling

economic growth for small businesses.

As traditional lenders face increased capital

constraints and tighter lending guidelines un-

der new regulatory requirements, BDCs have

stepped in as alternative capital providers.

For investors, the model is compelling: steady,

robust returns at relatively low leverage levels.

Heated debate

While there is much consensus within the BDC

community that the framework governing BDCs

needs to be revised and modernized to ease

capital formation, there is signifi cant debate as

to the merits of raising the leverage threshold.

The debate centers on how best to enable the

industry to grow in order to expand borrower ac-

cess to needed fi nancing, while also managing

credit risk and shareholder returns.

Critics from within the industry caution that

increasing leverage under the current proposal

adds more risk without differentiating between

BDC models. Increased defaults could ham-

string the ability to attract capital in the public

equity markets or in the unsecured debt markets.

“The BDC structure is a way for retail inves-

tors to access the asset class, while enjoying

the safety of the 1:1 model. All it will take is one

blow up to result in the retail bid bowing out,”

said Alex Frank, CFO of Fifth Street Manage-

ment, an alternative asset manager and the

SEC-registered investment adviser to two public

– by Leela Parke r Deo

BDCs, Fifth Street Finance and Fifth Street Senior

Floating Rate Corp. “The sector is still in the

relatively early stages and still growing. I don’t

see the need to change the leverage cap at all,

but if so, differentiation based on risk is needed.”

There are other possible implications, as well,

namely how the rating agencies would treat

additional leverage. The leverage cap, which is

low relative to other lending entities, is seen as

one of the major underpinnings of investment

grade BDC ratings.

“Fitch likes the 1:1 leverage cap, but a change

won’t trigger any automatic downgrades. We

would have to assess BDC by BDC and how each

would use the excess capacity” said Meghan

Neenan, senior director at Fitch. “Would they take

advantage or not, if so what would it be used for?”

Of course, BDCs would not be required to bump

up leverage to 2:1 and market participants said

prudent BDCs would likely maintain a cushion as

they do today under the current limit, but others

would take on more capacity.

“Some BDCs would certainly increase leverage,

and others may need to follow suit in order to

compete,” said Frank.

The increase would be good for BDCs, but bad

for the market, said a lender at another BDC

shop. It would incent more BDCs to pop up, but it

could make for more aggressive, sloppy lending.



while facility ratings are B1/B+.

Credit Suisse leads the deal. Commits are due

on December 17.

Berry Plastics Corporation provides plastic

consumer packaging. – NW

Alcatel-Lucent repricing

Telecom equipment maker Alcatel-Lucent

USA launched Wednesday a repricing of the

company’s existing $1.74 billion term loan C

(TLC), sources said.

The TLC is guided at LIB+325-350, with a 1

percent Libor fl oor, at par. Call protection is 101

soft call for six months.

Alcatel has set a ticking fee of 50 percent of

the margin beginning January 6, that will be

paid to consenting lenders until the repricing

is effective.

The maturity is expected to be unchanged at

January 30, 2019.

Corporate family ratings are B3/B-, while

facility ratings are B1/B+.

Morgan Stanley and Credit Suisse are joint

lead arrangers and joint bookrunners.

Commitments are due at 5 p.m. ET December

17. The amendment is expected to be effective

on February 18.

Alcatel repriced the existing dollar-denomi-

nated TLC and euro-denominated term loan D

(TLD) just in August. The TLC was repriced to

LIB+475, with a 1 percent Libor fl oor, at par, with

101 soft call protection for six months.

In November, the company priced $250 million

add-on 6.75 percent senior notes due 2020.

Proceeds of the bond issuance, together with

cash, repaid all amounts outstanding under

the company’s 298 million euro TLD due 2019.

Citi was sole bookrunner on the bonds.

In January, the company inked a new refi nanc-

ing credit consisting of a $500 million fi rst-lien

term loan B, a $1.75 billion dollar-denominated

TLC, and a 300 million euro TLD.

Alcatel-Lucent provides products and innova-

tions in IP and cloud networking, as well as ultra-

broadband fi xed and wireless access to service

providers and their customers, enterprises and

institutions throughout the world.

The company is headquartered in Paris,

France. – NW

Air Medical launches

Emergency transportation company Air Medi-

cal Group Holdings launched December 11 a new

$313.3 million term loan B, sources said.

The company aims to reprice its existing TLB

and upsize it from $258.1 million.

Price talk is LIB+375-400, with a 1 percent Libor

fl oor. The repricing is expected to come at par,

while the add-on is expected to come at 99.5.

The repriced loan is expected to carry 101 soft

call protection for six months.

Proceeds from the add-on will be used to

refi nance a portion of the company’s existing

9.25 percent senior secured notes due 2018.

Barclays leads the deal. Bank of America Mer-

rill Lynch, Citi, JP Morgan and Morgan Stanley

are to the right.

Commitments are due at 5 p.m. ET on De-

cember 17.

Corporate family ratings and senior secured

ratings are B2/B.

In November 2012, Air Medical Group Holdings

priced a $205 million 5.5-year term loan B at

a spread of LIB+525, with a 1.25 percent Libor

fl oor and 99 issue price to back its acquisition

of REACH Medical Holdings.

In May, Air Medical entered a $200 million

fi ve-year payment-in-kind (PIK) toggle term

loan to fund a dividend. The loan priced at a

7.625 percent cash pay coupon, plus 75bp with

the PIK activated, at a 99 issue price. That all-in

cash pay yield came to 7.871 percent.

Call protection was set at non-call in year

one, then 102, 101, and par. However, the loan

included 102 call protection with IPO proceeds

during the non-call period.

The PIK toggle loan, issued at the HoldCo level,

ranks pari passu with senior unsecured debt.

Bain Capital purchased Air Medical Group

for around $1 billion from Brockway Moran &

Partners Inc and MVP Capital Partners, Reuters

reported in August 2010. – NW

Extreme Reach details fi nancing

Cross-media video advertising company

Extreme Reach Inc released details on its new

$495 million debt fi nancing package, sources

told Thomson Reuters LPC.

Extreme Reach is buying Digital Generation’s

TV business, including its advertising distribu-

tion business unit, for $485 million in cash.

JP Morgan and SunTrust committed to arrange

the debt fi nancing.

The transaction is split between a $30 million

fi rst-out revolver due December 2018, a $350

million fi rst-lien term loan B due December

2019, and a $115 million second-lien term loan

due December 2020.

The $30 million revolver is guided at LIB+400,

with no Libor fl oor. The revolver is expected to

carry a 50bp upfront fee.

Indicative pricing on the fi rst-lien term loan

B is LIB+500-525, with a 1 percent Libor fl oor.

The loan is offered at an original issue discount

of 99 with 101 soft call protection.

The term loan B is expected to amortize at 1

percent for the fi rst year, then 10 percent an-

nually thereafter.

The second-lien term loan is guided at

LIB+900-925, with a 1 percent Libor fl oor. The

loan is expected to be issued at a 98.5 discount.

The loan will be non-callable in year one, then

callable at 102 and 101.

The credit will include a maximum total lever-

age covenant, with step-downs.

The company has set an expected ticking fee

of 50 percent of the Libor margin of the term

loan B or second-lien term loan, as applicable,

starting on day 30 after the allocation of the term

loan commitments. The ticking fee increases to

100 percent of the Libor margin on the 60th day.

Comments on the credit agreement and com-

mitments to the new loans are due December

19. Allocations are expected December 20, and

the merger and debt fi nancing is expected to

close in mid-February.

The company has been assigned preliminary

B2/B corporate family ratings. The revolver

received preliminary ratings of Ba2/BB-; the

fi rst-lien term loan B has preliminary ratings

of B1/B+; and the second-lien term loan is

preliminarily rated Caa1/CCC+.

Existing cash, the new debt fi nancing, and

new equity from Extreme Reach investors will

fund the acquisition.

Spectrum Equity, which invested $51 million in

Extreme Reach in May, will invest an additional

amount up to $47 million.

DG will use proceeds of the acquisition to

pay off all of its outstanding debt and to fund

the majority of a planned $3 per share cash

distribution to DG stockholders.

Needham, Mass.-based Extreme Reach is a

provider of cross-media video advertising that

spans TV, online, mobile and all other video

media.

Extreme Reach said it is on track to exceed

an annual revenue run rate of $100 million by

the end of this year, and has approximately 230

employees. – NW

Emergent nets $225M fi nancing

Specialty pharmaceutical company Emergent

BioSolutions secured committed financing

from Bank of America Merrill Lynch, PNC, and

JP Morgan to back its $222 million all-cash

acquisition of immune therapeutics developer

Cangene, according to a company fi ling.

The fi nancing commitment consists of a $100

million revolver and a $125 million delayed-draw

term loan.

The new revolver will go to pay down and

reprice Emergent’s existing debt of $59 mil-

lion. The term loan will back the acquisition of

Cangene, the company said in a conference call.


THIS WEEK IN NEWS

Cangene is headquartered in Winnipeg, Mani-

toba, Canada and had revenue for its fi scal year

ending July 2013 of roughly $127 million.

Emergent develops and manufactures vaccines

and therapeutics that are supplied to healthcare

providers and purchasers.

Emergent’s marketed and investigational

products target infectious diseases, oncology

and autoimmune disorders. – NW

NHI markets $250M TL

Healthcare REIT National Health Investors

(NHI) is in market with a $250 million, fi ve-year

add-on term loan A3, sources said.

Wells Fargo, Bank of Montreal and Bank of

America Merrill Lynch are leading the deal that

backs NHI’s acquisition of living facilities from

Holiday Retirement.

Pricing is fi xed at LIB+225.

The loan includes a $130 million accordion.

The company’s existing $250 million revolver,

$40 million term loan A1 and $80 million term

loan A2 will stay in place.

Pricing on the revolver, TLA1 and TLA2 will stay

unchanged at LIB+165 on the revolver with a

40bp unused fee and LIB+175 on the term loans.

The existing pricing grid follows:

Leverage RC Unused TL

(<) 0.35x LIB+140 35 LIB+150

(<) 0.45x LIB+165 40 LIB+175

(>=) 0.45x LIB+190 45 LIB+200

As previously reported, the company said on

November 19 it would acquire 25 independent

living facilities from subsidiaries of Holiday Ac-

quisition Holdings LLC, an affi liate of Holiday

Retirement, for $491 million.

The 25 facilities total 2,841 units, and are

located in Arkansas, California, Georgia, Idaho,

Indiana, Louisiana, New Jersey, Ohio, Oklahoma,

Oregon, South Carolina and Washington.

The acquisition is expected to close by De-

cember 31.

Holiday Retirement offers senior living proper-

ties at over 300 locations across the U.S. and

Canada. – MS

DXP to back B27 acq.

DXP Enterprises, Inc, which provides value-

adding and cost-saving products and services

for industrial customers, plans to fund its $285

million acquisition of B27, LLC with borrowings

under a new $600 million amended and restated

credit facility and approximately $3 million of

DXP common stock, DXP said in a statement.

The amended fi ve-year credit facility, led by

Wells Fargo, will provide a $250 million term

loan and a $350 million revolver.

The credit will pay LIB+125-250 based on a

leverage grid. The credit will include a 20-45bp

commitment fee on undrawn amounts.

DXP announced its acquisition of B27 on

December 9.

Houston, Texas-based B27, principally con-

trolled by Champlain Capital Partners, L.P., is

a global supplier of pump and integrated fl ow

control products serving the oil & gas, power gen-

eration, air quality and other industrial markets.

The acquisition is expected to close during the

fi rst quarter of 2014.

DXP’s existing credit, maturing July 11, 2017,

consists of a $262.5 million revolving credit

facility and a term loan that was $114.5 million

at September 30. – NW

Endo fi nalizes pricing

Malvern, Pennsylvania-based healthcare

company Endo Health Solutions fi nalized its

new $425 million term loan and detailed ticking

fees, sources said.

The seven-year term loan B priced at LIB+250,

with a 75bp Libor fl oor, at 99.5.

The new TLB will carry 101 soft call protection

for six months.

The loan includes a ticking fee of half the

spread for days 30-60, and the full the spread

after 60 days.

Covenants on the deal will include maximum

total net leverage and minimum interest cov-

erage.

Wednesday, Endo cut pricing and upsized

the loan.

Corporate family ratings are Ba3/BB-. Facility

ratings are Ba1/BB+.

This TLB is part of a bond and loan refi nancing

package Endo said it is marketing in conjunction

with its $1.6 billion acquisition of Paladin Labs

Inc. The acquisition triggers change of control

requirements on Endo’s existing debt, prompting

the refi nancing.

Lux FinCo and Delaware are co-borrowers.

The $1.85 billion pro rata piece, which launched

November 22, is split between a $750 million,

fi ve-year revolver and a $1.1 billion, fi ve-year term

loan A. Price guidance on the revolver and term

loan A is set at LIB+200, with no Libor fl oor.

The revolver, which is expected to be undrawn

at close, will carry a 35bp fee on the undrawn

portion.

Bookrunners on the loans and bonds are

Deutsche Bank, RBC Capital Markets, Bank of

America Merrill Lynch, Barclays, Citi, JP Morgan

and Morgan Stanley.

Paladin Labs shareholders will receive 1.6331

shares of Endo and C$1.16 in cash, subject to

adjustment, for each Paladin Labs share they

own upon closing, with around 98 percent of

the purchase value made in stock.

Endo is a healthcare company with business

segments that are focused on branded and

generic pharmaceuticals, devices and services.

Operating companies include AMS, Endo Phar-

maceuticals, HealthTronics and Qualitest.

Paladin Labs Inc, headquartered in Montreal,

Canada, is a specialty pharmaceutical com-

pany. – NW

W.R. Grace eyes exit

Bankrupt engineered materials supplier and

chemical supplier W.R. Grace said that fl oating-

rate term loans would be the most probable

fi nancing structure for an estimated $800

million exit fi nancing package, according to a

company fi ling.

The company also plans to obtain a $400

million revolver.

The estimated $800 million emergence fi -

nancing will fund Grace’s recent acquisition of

UNIPOL and provide additional liquidity in the

year after emergence, according to a company

conference call. The company expects to have

roughly $1.4 billion of debt at emergence, or

approximately 2.1 times the adjusted Ebitda

outlook for 2013.

Grace plans to increase leverage further

post emergence to back the return of capital

to shareholders and acquisition opportunities.

Grace closed its $500 million acquisition of the

UNIPOL Polypropylene Licensing and Catalysts

business of The Dow Chemical Company in

December.

Grace fi led a joint plan of reorganization with

the Bankruptcy Court on September 19, 2008.

The company is beginning preparations to

emerge from bankruptcy, with a January 31

target.

However, Grace is still waiting for the third

circuit to rule on an appeal to their plan of re-

organization related to interest payable to the

holders of Grace’s pre-petition bank debt. The

January 31 target date assumes that an opinion

comes out in the next few weeks.

Grace said that it has started the bankruptcy

emergence process with banks and credit ratings

agencies, but will not launch the exit fi nancing

to investors until the fi nal third circuit ruling is

obtained.

Columbia, Maryland-based W.R. Grace has

operations in 40 countries. – BC/NW



ASIA NEWS

Australia

ICG launches Australia senior loan

fund

UK specialist debt lender Intermediate

Capital Group (ICG) has launched its Australia

senior loan fund, targeting to raise up to A$1bn

(US$913m) over the next three to fi ve years.

The fund’s manager Andrew Turner believes

there is a corporate debt vacuum created by

the withdrawal of overseas lending banks and

that this has reduced lending capital available

to companies and private equity-owned busi-

nesses.

“ICG believes that these lending conditions will

persist for the medium term and will enable us

to generate investment opportunities with highly

attractive risk-adjusted returns,” he said. The

new fund is aiming for returns of 7-9% per year.

The fund is targeting the corporate market

and will avoid the agriculture, property and

infrastructure sectors. ICG to date has invested

A$40m in four deals, including Ingham Chicken,

Healthscope and Genesis Care, using its own

balance sheet.

Turner was brought on board early this year

from National Australia Bank to start this ini-

tiative, and the fi rm more recently hired Greg

Fendler from UBS to head up its marketing

efforts. – SK

Pricing emerges on US$300m

Alumina refi

Aluminum manufacturer Alumina Ltd’s

US$300m refi nancing is offering 140bp over

Libor for a two-year tranche and 170bp over Libor

for a four-year tranche, a source said.

The loan, jointly underwritten by Bank of Tokyo-

Mitsubishi UFJ and National Australia Bank,

is evenly divided between the two maturities.

Existing lenders have been invited to commit

to US$25m, US$50m and US$75m tickets.

Upfront fees range from 10bp per annum for

the US$25m ticket to 15bp per annum for the

top level. Responses are due before Christmas.

Structured as a revolving credit, the loan is for

general corporate purposes and to refi nance

existing bank debt. The deal has one fi nancial

covenant tied to the amount of debt the com-

pany can borrow.

Alumina is rated BBB- with a stable outlook by

Standard & Poor’s. It is listed on the Australian

and New York stock exchanges.

Alumina owns a 40% interest in the world’s

largest alumina business, Alcoa World Alumina

and Chemicals, with Alcoa holding the remain-

ing 60%. – SK

Hong Kong

Longyuan Power to sign this year’s

largest Dim Sum

State-owned utility fi rm China Longyuan Power

Group Corp is scheduled to sign on December 11

its Rmb1.7bn (US$279m) three-year bullet loan

in Hong Kong, marking the largest Dim Sum loan

to be raised this year, sources said.

The deal, led by mandated lead arranger and

bookrunner Bank of China Hong Kong, will re-

fi nance a Rmb1bn loan from BOC in November

2012 and a shareholder loan which will repay a

bond issue from December 2011.

Chang Hwa Commercial Bank, China De-

velopment Bank and ICBC Asia have joined in

syndication.

Drawdown is slated for December 13.

As reported earlier, proceeds will be borrowed

via Hero Asia (BVI) Co Ltd and secured by a

keepwell deed from parent Longyuan Power. A

keepwell deed, usually used to support corpo-

rate borrowing, is a contract between a parent

company and its subsidiary to maintain solvency

and fi nancial backing throughout a term.

The facility – the fi rst and largest deal to use

the CNH Hibor rate – pays a margin of 110bp over

CNH Hibor or a fi xed rate of 3.75%, whichever

is higher. CNH Hibor is a reference rate for the

offshore Rmb market launched by the Hong

Kong Monetary Authority in June.

Banks were invited to join at an upfront fee of

42bp for commitments of Rmb500m or more

and the MLA title; a 39bp fee for Rmb200-490m

and the lead arranger title; or a 36bp fee for

Rmb50-190m and the arranger title.

The deal comes with a 60bp commitment fee

for an availability period until the end of the year,

and two drawdowns are allowed by that date.

The largest wind power generator in Asia re-

ported a 14.5% year-on-year increase in revenue

to Rmb9.654bn for the six months ended June

30. Profi t before tax amounted to Rmb2.29bn,

up 15.2%.

In August, Hero Asia priced a US$300m three-

year bond issue at 285bp over US Treasuries

which settled with a coupon of 3.25% and at

a reoffer price of 99.494, yielding 3.429%. The

issue also comes with a keepwell deed as well

as an equity interest purchase undertaking from

Longyuan Power.

Longyuan Power is rated Baa3 by Moody’s

Investors Service and BBB by Standard &

Poor’s. – JP

Pakistan

Sovereign seeks fi rst syndicated

loan since 1998

The Islamic Republic of Pakistan is seeking

a US$100m syndicated loan for its Ministry of

Finance, marking the sovereign’s return to the

loan markets after nearly a decade and a half,

sources said.

The proceeds will go towards Pakistan’s bal-

ance of payments.

Pakistan has mandated three banks for the

US$100m loan. Credit Suisse, Standard Char-

tered Bank and Pakistan-based United Bank

Ltd (UBL) are the mandated lead arrangers,

bookrunners and underwriters on the deal, which

has been launched into general syndication.

Pakistan’s last fundraising in international

capital markets was in June 2007 when it

completed a US$750m 10-year bond priced at

a coupon of 6.875%, or 200bp over 10-year US

Treasuries at the time.

In the loan markets, Pakistan’s last syndicated

borrowing was in December 1998 via its Ministry

of Petroleum when it sealed a US$150m one-year

rollover of a like-sized 11-month loan completed

in October 1997.

Following nuclear tests by India and Pakistan

in early 1998 and suspension of aid to both

countries, loans made to Pakistan’s Ministry of

Petroleum and the Rice Export Corp of Pakistan

were declared in default in September that year.

That led to the December 1998 rollover loan in

which 19 lenders participated.

The latest 360-day facility carries a greenshoe

of US$65m and offers a margin of 400bp over

three-month Libor.

Banks are invited to join with US$30m or

above for the MLA title and upfront fees of

70bp, translating to a top-level all-in of 470bp.

Commitments of US$15m or more fetch the lead

arranger title, upfront fees of 50bp and all-in of

450bp, while tickets of less than US$15m get

the co-arranger title and 30bp in fees for an

all-in of 430bp.

The deadline for responses is December 18.

More recently, Pakistan has raised funds from

Japan Bank for International Cooperation. In May

2008, the sovereign signed four loans totalling

¥47.943bn (US$466.8m), all of which came with

a 10-year grace period.

A ¥15.492bn 40-year loan for a road improve-

ment project paid an annual interest rate of 0.2%

and a 0.01% consulting fee.

A ¥11.943bn 30-year deal for an electric power

transmission expansion project gave an annual

interest rate of 1.2%. – PC


EUROPE NEWS

Henkel refi nances and reprices

German consumer product maker Henkel

said on Wednesday that it has refi nanced and

amended two existing credit facilities totalling

1.5 billion euros.

Henkel has taken advantage of competitive

market conditions to refi nance early and reprice

its existing deals.

Henkel refi nanced a 700 million euro that was

due to mature in March 2015 with a new 700

million euro, 5+1+1-year multicurrency revolv-

ing credit facility, and also repriced an existing

800 million euro credit facility that was orignally

arranged in March 2012.

The loans are now priced at 22.5bp over Euribor,

banking sources said, refl ecting current market

conditions. The existing loans paid margins of

75bp and 40bp, respectively.

The fi nancings act as back up for Henkel’s

commercial paper programmes.

Citigroup and Royal Bank of Scotland coordi-

nated the transaction, while Banco Santander,

BNP Paribas, Deutsche Bank, JP Morgan, Societe

Generale and UniCredit Bank were bookrun-

ners. – AR

Spain’s Prisa signs agreement

Listed Spanish media giant Promotora de

Informaciones (Prisa) has signed a unanimous

agreement with creditors over the restructuring

of nearly 3 billion euros of debt.

At an Extraordinary General Meeting (EGM)

held in Madrid this week, Prisa announced that

the 28 banks and 17 institutional investors had

come to an agreement which will reorganise

the company’s debt into three new tranches,

including a substantial amount of new liquidity.

According to Prisa the average cost of debt

following the restructuring is estimated at 379

basis points (bps) over Euribor.

Tranche 1 comprises a new money 353 million

euro super senior loan provided by hedge funds.

It has a maturity of two years with the option to

extend for an additional year. The facility pays

260bp over Euribor in cash and 6.15 percent PIK.

Shareholders and creditors agreed the option to

pay this via the issue of warrants equivalent to 17

percent of the class A shares of Prisa.

Tranche 2 comprises 647 million euros of ex-

isting ‘sustainable’ debt with a maturity of fi ve

years paying 260bp over Euribor.

Tranche 3 comprises 2.3 billion euros of exist-

ing ‘unsustainable’ debt with a six year maturity

paying 10bp in cash and 2.5 percent PIK.

The process of debt reduction in Tranche 3 will

be linked to a number of milestones which include

the reduction of debt by 900 million euros by

2015 and by a further 600 million euros by 2016.

The company plans to achieve this through vari-

ous options including non-core disposals, debt

buy-backs, equity instruments, monetisation

through fi nancing at subsidiary level and poten-

tial transfer of some of the cash into Tranche 2.

“None of these methods requires the sale of

any particular asset at a particular time nor at a

specifi c valuation,” said Prisa executive chairman

Juan Luis Cebrian.

If the milestones are not met banks have

the option to take a stake in Santillana, Prisa’s

educational publishing subsidiary.

Cebrian said that the success of Prisa’s plan

depended on the positive development of the

company’s business plan, the degree of econom-

ic recovery, the valuation at which divestments

can be made, the discount obtained on debt

repurchases and compliance with deleveraging

milestones.

Throughout this process there will be strict

limitations on Prisa in terms of additional in-

debtedness for capex or acquisition purposes.

The company began restructuring talks in

January 2013 after banks formed an ad hoc

committee of lenders, initially comprising HSBC,

BNP Paribas, Banco Santander and Caixa Bank.

The committee was advised by KPMG and

Clifford Chance while Prisa was advised by

Rothschild.

A proposal was fi nally agreed with this com-

mittee on June 14 and was pre agreed by 72.9

percent of banks.

While this process was ongoing a number of

banks had sold their loans on the secondary

market to a group of hedge funds. – SB

Etisalat asks banks to wait

Abu-Dhabi-based telecoms fi rm Etisalat has

asked banks to extend commitments to an ac-

quisition loan backing its 4.2 billion euro ($5.79

billion) purchase of a stake in Maroc Telecom but

will not pay fees until the deal closes, bankers

said on Thursday.

Etisalat, the Gulf’s largest telecom company,

agreed an $8 billion loan in April to fi nance its

acquisition of a 53 percent stake in Maroc Tele-

com from Vivendi which was agreed in November

after months of negotiations.

Banks have had the loan commitment on their

balance sheets for eight months but will not earn

any money until the acquisition is completed

and Etisalat signs and draws down the loan,

which is expected in January, one banker said.

“Banks have been on the hook for a long time

and have not been paid anything for it,” a senior

banker said. Etisalat declined to comment.

Banks are usually paid ‘ticking fees’ on acquisi-

tion loans from the time that the loan is agreed

until the underlying acquisition completes and

the loan is drawn down.

Banks’ willingness to agree to Etisalat’s re-

quests shows borrowers calling the shots in a

liquid market and highlights banks’ desperation

to book fee-earning acquisition loans in a year

of low mergers and acquisitions (M&A) activity.

The extended timeframe of Etisalat’s loan

however and the late payment of fees may make

its loan far less profi table for some banks than

most M&A deals.

“The protracted nature of this deal makes it a

challenging proposition. This just hasn’t been the

great M&A fee event that it might have been,”

the senior banker said.

Etisalat’s loan will cover the acquisition and

any shares that have to be bought in a public

tender, the fi rst banker said.

The $8 billion loan was originally structured as

a term loan and a bridge loan that was expected

to be refi nanced with a bond sale. BNP Paribas

is acting as fi nancial adviser.

Bankers are frustrated and worried that an

unwelcome precedent has been set in the long-

running process by lenders under pressure to

do business.

“Banks are not helping themselves. The cur-

rent fi nancing right now works for nobody,” the

senior banker said. – TW

Banks sell Stemcor loans

Lenders to troubled Stemcor, the world’s larg-

est steel trader, have been selling their exposure

to hedge funds and distressed debt specialists

before a key restructuring deadline on December

13, banking sources said on December 9.

Banks have taken a hefty loss to sell around

$250 million of privately-owned Stemcor’s loans

to aggressive debt investors since the summer

at 40-52 percent of face value, the bankers said.

A new $30 million block of Stemcor’s loans

was put up for sale last week and another $34

million block traded in November at around 52

percent of face value, the sources said.

Stemcor was not immediately available to

comment.

Privately-owned Stemcor had to put a stand-

still agreement in place in June after failing to

refi nance a maturing $850 million, 364-day

loan earlier this year.

Under a standstill agreement lenders agree not

to ask for repayment and work with the company

to restructure the debt or extend its maturity.

The company won a further 100-day extension

on the standstill agreement in late September,

which bought time to fi nalise a restructuring,

repayment and refi nancing plan on two loans

totalling $1.25 billion. – CR



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Allison launches

Allison Transmission revealed details on a new

$500 million add-on term loan B-3 that will pay

down term loan B-2 debt due 2017, sources said.

Citi is leading the deal that launched Wednesday.

Price talk on the TLB-3 add-on is LIB+275,

with a 1 percent Libor fl oor, at 99.

The new TLB-3 will mature in line with the exist-

ing TLB-3, at August 23, 2019. The covenant-lite

add-on will carry 101 soft call until February

26, 2014.

Current and expected corporate family rat-

ings are B1/B+/BB-, while facility ratings are

Ba3/BB-/BB.

Commitments and consents from lenders

are due December 17. Closing and document

execution is expected December 27.

Allison previously announced plans to reprice

up to $500 million of existing term loan debt

due 2017, according to an SEC fi ling.

The company also revealed plans to add up to

an additional $100 million of revolver commit-

ments, and extend the maturity of the revolver

from 2016 to 2019.

In August, Allison repriced its $1.14 billion TLB-3

due August 2019 to a spread of LIB+275, with

a 1 percent Libor fl oor, at par. The repriced loan

is subject to a 25bp step-down when leverage

reaches 3.25 times. Citi led the deal.

At September 30, Allison Transmission had

$1.12 billion out on its term loan B-2 due 2017,

and $1.14 billion out on its term loan B-3 due

2019. The company also has a $400 million

revolver due in August 2016.

At September 30, the TLB-2 paid LIB+300.

Allison Transmission is a manufacturer of

fully automatic transmissions for medium- and

heavy-duty commercial vehicles, medium- and

heavy-tactical U.S. military vehicles and hybrid

propulsion systems for transit buses. – NW

Charter readies TWC bid

Charter Communications Inc is preparing to

send an offer letter to acquire Time Warner Cable

Inc as soon as this week, a source close to the

matter said on Friday.

The offer is expected to be less than $135 per

Time Warner Cable share and will be a combi-

nation of cash and stock, said the source, who

asked not to be named because the matter is

not public.

Charter declined to comment. Time Warner

could not be immediately reached for comment.

Shares of Time Warner Cable barely budged

Friday afternoon, up 0.3 percent to $131.40.

Any bidder for Time Warner Cable would

likely need to offer at least $150 per share to be

considered seriously by the board, one person

familiar with the matter told Reuters.

Charter is a much smaller rival to Time Warner

Cable, but has been trying to line up fi nancing

from several banks, including Goldman Sachs

GS.N, Bank of America and Deutsche Bank, to

swing the transaction, sources said.

Still, some analysts were concerned about the

level of debt the combined entity would carry

after a deal.

Charter has a market value of about $13 billion,

compared with Time Warner Cable’s $37 billion.

Time Warner Cable, the No. 2 cable provider

in the United States, is a potential target of

several competitors, which are eager to scoop

up the company to boost their subscriber bases.

Another possible suitor is Comcast Corp, which

has tapped JPMorgan Chase & Co JPM.N for

advice on a possible bid.

A formal move by Charter, the No. 4 U.S.

provider, could draw Comcast into the game. So

far, Comcast, the nation’s largest cable provider,

does not plan to make a pre-emptive bid for Time

Warner Cable, sources told Reuters.

A marriage of Comcast and Time Warner

Cable could run afoul of antitrust regulators,

analysts said.

Privately held Cox Communications is another

potential suitor. Charter Chief Executive Tom

Rutledge said last week during a UBS conference

the company could pursue major opportunities

if it reached a larger scale. – Reuters

Documents

GOLD SHEETS - Reutersshare.thomsonreuters.com/loanpricing/GS_Dec162013.pdfGOLD SHEETS Vol XXVII, No. 48 A Thomson Reuters LPC Publication December 16, 2013 5 THINGS TO KNOW ••