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Kohlberg / FDC deal terms could serve as credit market sentiment gauge

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That the credit market climate has changed from a quarter ago is not news. That the new environment is imposing changes on even the most-preferred deals is, perhaps.

There's word that Kohlberg Kravis Roberts & Co. will most likely make concessions to banks in order to facilitate the $24 billion in debt needed to purchase First Data Corp (NYSE: FDC). FDC traded up 17 cents to $33.46 Tuesday at mid-day. KKR is buying credit card processor First Data for $34 per share. KKR's bid to take FDC private for that price is considered high because the bid is 14 times FDC's cash flow.

According to people familiar with the deal negotiations, KKR agreed to maintain a certain level of earnings before interest payments, depreciation, tax and amortization in relation to senior debt, The Wall Street Journal reported (subscription required).


KKR's concessions became necessary due to the tighter credit market conditions following a wave of subprime and subprime-related asset-backed defaults in August. Jolted back to reality by the sting of those bond losses, the market is pricing risk back into deals at more typical levels, and investors, including the major investment banks, are adding conditions to lending terms -- even for the most-preferred, large capital deals, such as KKR's purchase of First Data.

Further, neither the deal's size nor the import of the blue chip names involved could get the banks to compromise regarding the new requirements. The investment banks argue they would incur billion-dollar-level losses if KKR hadn't changed its terms.

Prior to Sunday's changes, KKR had said it was unwilling to make concessions that would deny it flexibility in the way it manages First Data.

That suggests, analysts say, a credit market where lenders/investors are dictating a majority of the terms. Moreover, analysts, in general, argue that the more-stringent requirements for KKR are warranted in a decidedly tighter credit market -- one where it's difficult for any debt/loan to be sold at 100 cents on the dollar, regardless of the offering company's health, due the re-pricing in of risk and investors' concerns about the ripple-effect on the credit markets of potential additional subprime debt defaults.

Fly Analysis: The KKR deal terms are significant not just because of the deal's size but also because they represent the first chance to gauge investor sentiment toward the credit markets following the August credit crunch -- sentiment that could serve as a reference point for the more than $400 billion global docket of financing deals expected to price and close in the months ahead.

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Last updated: November 25, 2009: 08:24 PM

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