Willbros Group sets talk; Telcordia Technologies floats guidance; Intersil timing emerges

By Sara Rosenberg

New York, April 9 - Willbros Group Inc. came out with price talk on its proposed credit facility in conjunction with the deal being presented to lenders early on in the session, and it was revealed that the transaction has already attracted two banks at the agent level.

Also in the primary, Telcordia Technologies Inc. announced plans to soon come to market with a new credit facility and began circulating price talk on the deal, and Intersil Corp. firmed up timing on the launch of its term loan.

In other news, Weight Watchers International Inc. completed an amendment to its credit facility that resulted in the extension of just over a billion of borrowings.

Willbros guidance surfaces

Willbros held a bank meeting on Friday at 10 a.m. ET to kick off syndication on its proposed $475 million senior credit facility (B2/BB-), and in connection with the launch, price talk was announced, according to a market source.

The $300 million four-year term loan B was presented with talk of Libor plus 450 basis points to 500 bps with a 2% Libor floor and an original issue discount of 98 to 981/2, the source said. Pricing on the term loan B can step down by 50 bps after an interim period, so if it firms at Libor plus 450 bps, the step-down will be to Libor plus 400 bps, and if it firms at Libor plus 500 bps, the step-down will be to Libor plus 450 bps.

Meanwhile, the company's $175 million three-year revolver was presented with price talk of Libor plus 425 bps, with a step-down to Libor plus 375 bps after an interim period. Upfront fees on the revolver range from 112.5 bps to 137.5 bps, based on commitment size.

Willbros nabs agents

Also in conjunction with the launch, it was revealed that Scotia Bank and Natixis joined on to the Willbros credit facility at the agent tier, the source remarked.

Crédit Agricole Corporate and Investment Bank (formerly Calyon) and UBS Securities are the joint bookrunners on the term loan B, and Crédit Agricole is the bookrunner on the revolver.

Proceeds from the credit facility will be used to help fund the acquisition of InfrastruX Group Inc. for cash of $360 million and 7.9 million of new Willbros shares.

In addition, InfrastruX stockholders will be eligible for contingent earn-out payments of up to $125 million. Those earn-out payments begin as EBITDA for the InfrastruX business exceeds $69.8 million in 2010 and $80 million in 2011.

Willbros leverage multiples

Pro forma for the transaction, Willbros' estimated total debt to EBITDA in 2010 is 2.6 times and estimated net debt to EBITDA is 1.7 times.

Furthermore, on a pro forma basis, Willbros expects the combined entity to generate 2010 revenue of $1.7 billion to $2.0 billion, with earnings in a range of $0.20 to $0.30 per diluted share and adjusted EBITDA in a range of $140 million to $170 million.

In conjunction with the transaction, Willbros has received the consent of holders of a majority of its 6.5% convertible senior notes due 2012 to amend the indenture to allow the new term loan.

As part of the amendment, the company will make a one-time payment equal to 4% of the principal amount of the notes five business days after the closing of the acquisition.

Willbros is a Houston-based independent contractor for the oil, gas, power, refining and petrochemical industries. InfrastruX is a Seattle, Wash.-based provider of electric power and natural gas transmission and distribution infrastructure services.

Telcordia readies launch

Telcordia Technologies has scheduled a bank meeting for 3 p.m. ET on Tuesday at the New York Palace to launch its proposed $580 million senior secured credit facility (B1), according to a market source.

The facility consists of an $80 million five-year revolver and a $500 million six-year first-lien term loan, the source said.

Proceeds will be used to help fund a recapitalization, under which the company is tendering for any and all of its $555 million senior secured floating-rate notes due 2012 and any and all of the $254.68 million of 10% senior subordinated notes due 2013.

Other funding for the tender offer is expected to come from a proposed private placement of new senior secured notes and cash on hand.

The tender offer will expire on May 6.

Telcordia price talk

In connection with revealing its launch plans, Telcordia Technologies also started giving potential lenders pricing guidance on the revolver and the term loan.

The revolver is being talked at Libor plus 450 bps with a 75 bps commitment fee, a 2% Libor floor and an original issue discount of 98, the source remarked.

And, the term loan is being talked at Libor plus 500 bps to 550 bps with a 2% Libor floor and an original issue discount of 98, the source added.

Credit Suisse is the lead bank on the deal.

Telcordia is a Piscataway, N.J.-based developer of fixed, mobile and broadband communications software and services.

Intersil launching Tuesday

Intersil has set a bank meeting for Tuesday to launch its proposed $390 million six-year senior secured term loan, according to a market source.

Official price talk on the loan is not yet available, the source said, adding that it will likely come out at the meeting.

However, recent filings with the Securities and Exchange Commission had pricing on the term loan at Libor plus 375 basis points if the rating is Ba3/BB- or better and Libor plus 400 bps if the rating is B1/B+ or lower.

Also, the filings said that the term loan carries a 1.75% Libor floor and is expected to be offered with an original issue discount of 99.

Intersil lead banks

Morgan Stanley and Bank of America are the lead banks on Intersil's proposed term loan that will be used to help fund the acquisition of Techwell Inc. for $18.50 per share.

Net of Techwell's cash and equivalents, the transaction values Techwell at about $370 million.

The acquisition is expected to close during Intersil's second quarter and is subject to customary regulatory approvals and the satisfaction of other transaction conditions, including the tender of at least 50% of Techwell's outstanding shares.

Intersil is a Milpitas, Calif.-based designer and manufacturer of high-performance analog and mixed signal semiconductors. Techwell is a San Jose, Calif.-based fabless semiconductor company.

Weight Watchers extends debt

Weight Watchers, a New York-based provider of weight management services, successfully wrapped its credit facility amend and extend proposal and managed to push out maturities on $1.029 billion of commitments, according to an 8-K filed with the SEC on Friday.

Under the transaction, $332.6 million of revolver commitments was extended to June 30, 2014. Pricing on the extended revolver can range from Libor plus 212.5 basis points to 250 bps and the commitment fee can range from 37.5 bps to 50 bps, based on net debt to EBITDA.

Also, $454.5 million of term loan A and term loan A-1 commitments were rolled into a new term loan C due June 30, 2015, with pricing that can range from Libor plus 200 bps to 225 bps based on net debt to EBITDA.

And, 241.9 million of term loan B commitments were rolled into a new term loan D due June 30, 2016 that is priced at Libor plus 225 bps.

The Bank of Nova Scotia is the administrative agent on the amendment that was completed on April 8.

Airvana closes

The buyout of Airvana Inc. by 72 Mobile Holdings LLC, an entity that was formed by S.A.C. Private Capital Group LLC, GSO Capital Partners, Sankaty Advisors LLC and ZelnickMedia for the acquisition, was completed on Friday, according to a news release.

To help fund the transaction, Airvana got a new $170 million seven-year non-amortizing senior secured loan initially priced at 14.75%, payable quarterly in cash. If the outstanding principal amount of the loan is less than $85 million, pricing will be 14%.

GSO Capital Partners is the lead lender on the deal, and Wilmington Trust Co. is the agent.

There is call protection for mandatory prepayments of 108.5 in year one, 107.5 in year two, 106.5 in year three, 104.5 in year four, 102.5 in year five and par thereafter.

For optional prepayments, the loan is non-callable for three years, then at 107 in year four, 104 in year five, 101 in year six and par thereafter.

Airvana is a Chelmsford, Mass.-based provider of mobile broadband network infrastructure products.

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