Delphi, Metaldyne break; KAR, Select Medical rework deals; Harland Clarke details emerge

By Sara Rosenberg

New York, May 13 - Delphi Corp.'s credit facility made its way into the secondary market on Friday, with term loan B levels quoted above par, and Metaldyne LLC's B loan freed up after changes were made to size and call protection.

In more loan happenings, KAR Auction Services Inc. came out with some updates to its credit facility, including increasing the size of the term loan B, firming the spread and original issue discount at the low end of guidance and adding a pricing step-down as well as call protection.

Also making changes was Select Medical Corp., as it downsized its term loan B while increasing the Libor floor and call protection, and Harland Clarke Holdings Corp. released details on its term loan amendment and extension transaction in connection with its lender call.

Furthermore, Green Valley Ranch Resorts Spa Casinos' credit facility was heavily oversubscribed ahead of its commitment deadline, and Toys 'R' Us Inc., Mobilitie Investments II LLC and Univita Health surfaced with new deals plans.

Delphi starts trading

Delphi's credit facility broke for trading on Friday, with the $950 million six-year term loan B quoted at par ¼ bid, par ½ offered, according to traders.

Pricing on the B loan is Libor plus 250 basis points with a 1% Libor floor, and it was sold at an original issue discount of 993/4. There is 101 soft call protection for six months.

During syndication, the term loan B was downsized from $1.15 billion, pricing firmed at the low end of revised talk of Libor plus 250 bps to 275 bps and down from initial guidance of Libor plus 300 bps to 325 bps, the Libor floor was reduced from 1.25%, the original issue discount tightened from 99½ and call protection was added.

The company's $2.4 billion credit facility (Baa3/BBB-) also includes a $1.192 billion five-year revolver that was upsized from $1 billion and a $258 million five-year term loan A that was upsized from $200 million, with both of these tranches priced at Libor plus 275 bps.

Delphi buying stock

Proceeds Delphi's credit facility will be used to help fund $4.4 billion of stock repurchases representing the stakes of General Motors Corp. and the Pension Benefit Guaranty Corp. in Delphi and to pay down existing term loan B debt.

Other funds for the transaction will come from $1 billion of senior notes that were downsized from $1.1 billion.

J.P. Morgan Securities LLC is the lead bank on the credit facility.

Delphi is a Troy, Mich.-based automotive electronics manufacturer.

Metaldyne upsizes, breaks

Metaldyne lifted its six-year term loan B (B1/B+) to $375 million from $355 million and pushed out the 101 soft call protection to 12 months from six months, while leaving pricing unchanged at Libor plus 400 bps with a 1.25% Libor floor and a par offer price, according to a market source.

After the changes were made, the term loan B hit the secondary market, with levels quoted at par ¼ bid, par ¾ offered, the source added.

Deutsche Bank Securities Inc. is the lead bank on the deal that will be used to refinance existing debt, for general corporate purposes and for potential shareholder actions.

Metaldyne is a Plymouth, Mich.-based designer and supplier of metal-formed components and assemblies for engine and transmission applications.

KAR revises deal

KAR Auction Services upsized its senior secured term loan B to $1.7 billion from $1.5 billion and firmed pricing at Libor plus 375 bps with a 1.25% Libor floor and an original issue discount of 991/2, according to a market source.

By comparison, initial price talk on the loan had been Libor plus 375 bps to 400 bps with a 1.25% floor and a discount of 99 to 991/2.

Also, the term loan B saw the addition of a pricing step-down to Libor plus 350 bps when secured leverage is less than 2.75 times and 101 soft call protection for one year, the source remarked.

The company's now $1.95 billion credit facility (Ba3/BB-), up from $1.75 billion, also includes a $250 million revolver.

KAY repaying debt

Proceeds from KAR Auction's credit facility will be used to refinance existing senior secured revolver and term loan B borrowings, 10% senior subordinated notes due 2015 and 8¾% senior notes due 2014.

Because of the change to the term loan B size, the company will repurchase more of its notes than originally planned, the source added.

J.P. Morgan Securities LLC, Goldman Sachs & Co., Barclays Capital Inc. and Deutsche Bank Securities Inc. are the lead banks on the deal.

KAR Auction is the Carmel, Ind.-based holding company for Adesa, Inc., a provider of wholesale used vehicle auctions.

Select Medical tweaks loan

Select Medical reduced its term loan B to $850 million from $1.2 billion, increased the Libor floor to 1.75% from 1.5% and extended the 101 soft call protection to two years from one year, according to a market source.

Pricing on the term loan B was left unchanged at Libor plus 375 bps with an original issue discount of 99, and pricing on the $300 million revolver remained intact at Libor plus 375 bps with no Libor floor and a 50 bps unused fee.

Recommitments are due from lenders on Monday and allocations are expected to go out on Wednesday, the source remarked.

Prior to the changes, the credit facility was rated B1.

Select Medical lead banks

J.P. Morgan Securities LLC, Goldman Sachs & Co., Bank of America Merrill Lynch, Morgan Stanley & Co. Inc., Wells Fargo Securities LLC and RBC Capital Markets are the lead banks on Select Medical's credit facility.

Proceeds from the now $1.15 billion credit facility, down from $1.5 billion, will be used to refinance debt, including senior subordinated notes due 2015.

As a result of the reduction in the term loan B size, $345 million of the $61l.5 million of senior subordinated notes will be left outstanding, the source added.

Select Medical is a Mechanicsburg, Pa.-based operator of specialty hospitals and outpatient rehabilitation clinics.

Harland extension plans

Harland Clarke disclosed in an 8-K filed with the Securities and Exchange Commission on Friday that it is looking to extend $1.2 billion or more of its roughly $1.729 billion of term loan debt to June 2017 from June 30, 2014.

The company filed its amendment extension presentation since it was holding a meeting during the day to walk lenders through the proposal.

Price talk on the extended debt is Libor plus 375 bps with a 1.25% Libor floor, while pricing on the non-extended term loan is Libor plus 250 bps.

The company is not seeking an extension of its $100 million revolver due June 2013 that is priced at Libor plus 250 bps, but, the amendment, if approved, would allow for future extensions of the revolver commitments.

Harland amendment details

Other terms of Harland Clarke's amendment include adding incremental term loan capacity to be used to repay non-extended term loan borrowings, subject to 50 bps Most Favored Nation language, and allowing the incurrence of second-lien or unsecured debt to repay term loans.

Also, the amendment, among other things, would allow for debt buybacks through tender offers, subject to the cancellation of all prepaid loans and the revolver being undrawn at the time of the buyback, and the revision of baskets.

Lenders are being offered a 10 bps amendment fee.

Credit Suisse Securities (USA) LLC is the lead bank on the transaction and is seeking consents by May 20. The amendment is expected to become effective on May 27.

Harland Clarke is a San Antonio, Texas-based provider of integrated payment, marketing and security services and retail products.

Toys 'R' Us readies loan

Toys 'R' Us has set a conference call for Monday to launch a $400 million term loan B-2 that will be used to refinance existing debt, according to a market source, who said that price talk is not yet out.

Bank of America Merrill Lynch, J.P. Morgan Securities LLC, Goldman Sachs & Co., Wells Fargo Securities LLC, Credit Suisse Securities (USA) LLC, Citigroup Global Markets Inc. and Deutsche Bank Securities Inc. are the lead banks on the deal.

The Wayne, N.J.-based toy retailer tried, but then pulled, a refinancing transaction back in March, under which it was looking to get an amended $700 million term loan B-1 due Sept. 1, 2016 and a new $400 million 71/2-year term loan B-2. The tranches were talked at Libor plus 300 bps to 325 bps with a 1.25% to 1.5% Libor floor, a par offer price and 101 soft call protection for six months.

Proceeds were going to be used to refinance/reprice an existing term loan due September 2016 priced at Libor plus 450 bps with a 1.5% Libor floor and to repay $500 million of 7 5/8% notes due August 2011 on or before maturity.

Mobilitie sets launch

Mobilitie Investments is scheduled to hold a bank meeting on Tuesday to launch a proposed $415 million credit facility that is being led by TD Securities (USA) LLC, according to a market source.

The facility consists of a $25 million five-year revolver, a $150 million five-year delayed-draw for 24 months term loan and a $240 million six-year term loan B, the source said.

Mobilitie, a Newport Beach, Calif.-based owner and constructor of communication towers, will use proceeds to refinance existing debt, and the delayed-draw loan will be available for capital expenditures.

Univita coming soon

Also set to hold a bank meeting on Tuesday is Univita Health with its $220 million senior secured credit facility, consisting of a $20 million five-year revolver and a $200 million six-year term loan, according to a market source.

Barclays Capital Inc. and Jefferies & Co. Inc. are the lead banks on the deal that will be used to repay existing credit facility and mezzanine debt.

Univita is a Scottsdale, Ariz.-based provider of home-based care.

Green Valley nets interest

Green Valley Ranch Resorts Spa Casinos' credit facility was well met by investors, with both the first- and second-lien loans strongly oversubscribed before Friday's commitment deadline hit, according to a market source.

The $310 million facility consists of a $10 million revolver (B2), a $215 million five-year first-lien term loan (B2) and an $85 million six-year second-lien term loan (Caa2).

Price talk on the first-lien term loan is Libor plus 475 bps with a 1.5% Libor floor and an original issue discount of 99, and the second-lien loan is talked at Libor plus 850 bps with a 1.5% floor and a discount of 98.

Green Valley call protection

Green Valley Ranch's first-lien term loan has 101 soft call protection for one year, and the second-lien term loan is non-callable for two years, then at 101 in year three.

Jefferies & Co. Inc. and Goldman Sachs & Co. Inc. are the joint bookrunners on the deal that will be used to help fund its buyout by Station Casinos LLC.

At this time, it is anticipated that the credit facility will likely wrap at initial terms.

Leverage through the first-lien is 4.6 times and through the entire facility is 6.4 times.

Green Valley Ranch is a Henderson, Nev.-based lodging and entertainment company.

Sensata closes

Sensata Technologies BV, an Attleboro, Mass.-based designer and manufacturer of sensors and controls, completed its $1.35 billion credit facility (Ba3/BB+), comprised of a $250 million five-year revolver and a $1.1 billion seven-year covenant-light term loan B, according to a news release.

Pricing on the B loan is Libor plus 300 bps with a 1% Libor floor, and it was sold at an original issue discount of 991/2. There is 101 soft call protection for one year.

During syndication, the term B was downsized from $1.2 billion as the company's bond offering was upsized to $700 million from $600 million, pricing was reduced from talk of Libor plus 350 bps to 375 bps, the offer price widened from par and call protection was extended from six months.

Proceeds from the credit facility and notes were used to repay existing term loans, 8% senior notes due 2014 and 9% senior subordinated notes due 2016 and for general corporate purposes.

Morgan Stanley & Co. Inc. and Barclays Capital Inc. acted as the joint lead arrangers on the deal, with Goldman Sachs & Co., BMO Capital Markets Corp. and RBC Capital Markets LLC bookrunners.

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