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Published on 3/14/2013 in the Prospect News Bank Loan Daily.

Duff & Phelps, Armstrong, EMI, SymphonyIRI, Eze free up; McGraw, Protection One, Sun revised

By Sara Rosenberg

New York, March 14 - Duff & Phelps Corp.'s credit facility broke for trading on Thursday, with the term loan quoted above its original issue discount price, and Armstrong World Industries Inc., EMI Music Publishing, SymphonyIRI Group and Eze Software Group began trading as well.

Over in the primary, McGraw-Hill Global Education Holdings LLC made some changes to its term loan, including increasing the size, raising the coupon and widening the original issue discount, Protection One Inc. lowered pricing while extending the soft call protection, and Sun Products Corp. reduced the size of its term loan as its bond offering was upsized.

Also, SRAM LLC and Twin River Management Group Inc. released pricing guidance and TI Group Automotive LLC disclosed original issue discount talk as all of these deals were presented to lenders during the session, Applied Systems Inc. launched an add-on and repricing transaction, and Lightower Fiber Networks (LTS Buyer LLC) announced new loan plans.

Duff & Phelps breaks

Duff & Phelps' credit facility emerged in the secondary market on Thursday, with the $349 million seven-year first-lien covenant-light term loan quoted at par ½ bid, 101 offered on the open and then it moved up to 101 bid, 101½ offered, according to a market source.

Pricing on the term loan is Libor plus 350 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, pricing on the term loan was cut from Libor plus 375 bps, the floor was reduced from 1.25%, the discount was tightened from 99½ and the call protection was shortened from one year.

The company's $424 million senior secured credit facility (B1/B) also includes a $75 million five-year revolver.

Duff & Phelps lead banks

Credit Suisse Securities (USA) LLC, Barclays and RBC Capital Markets are leading Duff & Phelps' credit facility that will be used with equity to fund its buyout by the Carlyle Group, Stone Point Capital LLC, Pictet & Cie and Edmond de Rothschild Group for $15.55 per share in cash. The transaction is valued at about $665.5 million.

Closing is expected in the first half of this year, subject to customary conditions including the receipt of stockholder and regulatory approvals.

Duff & Phelps is a New York-based financial advisory and investment banking firm.

Armstrong tops par

Armstrong's credit facility also freed up, with the $475 million seven-year term loan B quoted by traders at par 3/8 bid, par 7/8 offered.

Pricing on the term loan B is Libor plus 250 bps with a 1%Libor floor, and it was issued at par. There is 101 soft call protection for six months.

The company's $1,275,000,000 credit facility (B1/BB-) also includes a $250 million five-year revolver and a $550 million five-year term loan A, both priced at Libor plus 250 bps.

During syndication, the term loan B was downsized from $525 million, pricing was trimmed from Libor plus 275 bps and the floor was increased from 0.75% Libor floor. Also, the term loan A was upsized from $500 million.

Bank of America Merrill Lynch, J.P. Morgan Securities LLC and Barclays are leading the deal that will be used to refinance existing debt.

Armstrong is a Lancaster, Pa.-based designer and manufacturer of floors, ceilings and cabinets.

EMI starts trading

Another deal to break was EMI Music Publishing's $1,144,250,000 term loan B, with levels seen at par ½ bid, 101 offered, a market source remarked.

Pricing on the term loan B is Libor plus 325 bps, after firming recently at the wide end of the Libor plus 300 bps to 325 bps talk. There is a 1% Libor floor and 101 soft call protection for six months, and the debt was issued at par.

Proceeds are being used to refinance an existing term loan that is priced at Libor plus 425 bps with a 1.25% Libor floor.

UBS Securities LLC and Bank of America Merrill Lynch are the lead banks on the deal.

EMI Music is a New York-based music publisher.

SymphonyIRI frees up

SymphonyIRI's term loan made its way into the secondary as well, with levels quoted at par ½ bid, 101 offered, a trader said.

The term loan, which includes a $30 million add-on, is priced at Libor plus 325 bps with a 1.25% Libor floor, and was issued at par. There is 101 soft call protection for one year.

Initially, the add-on was talked at an original issue discount of 991/2, but the offer price was tightened to par during syndication.

Proceeds from the add-on will be used for general corporate purposes, and the remainder of the term loan will be used to reprice an existing term loan from Libor plus 375 bps with a 1.25% Libor floor.

Existing lenders were offered a 5 bps amendment fee.

Bank of America Merrill Lynch is the lead bank on the deal.

SymphonyIRI is a Chicago-based provider of sales and marketing data and analytic services for customers in the consumer packaged goods and consumer health industries.

Eze Software hits secondary

Eze Software also broke, with the $335 million seven-year first-lien term loan (B1/B+) quoted at par ½ bid, 101 offered and the $170 million eight-year second-lien term loan (Caa1/CCC+) quoted at 101½ bid, according to market sources.

Pricing on the first-lien term loan is Libor plus 350 bps with a 1.25% Libor floor, and it was sold at an original issue discount of 991/2. There is 101 soft call protection for one year.

The second-lien loan is priced at Libor plus 750 bps with a 1.25% Libor floor, and was sold at a discount of 99. There is call protection of 102 in year one and 101 in year two.

During syndication, pricing on the first-lien loan was lowered from Libor plus 375 bps and the discount firmed at the tight end of the 99 to 99½ talk, and pricing on the second-lien loan was cut from Libor plus 775 bps and the discount came at the low end of the 98½ to 99 guidance.

The loans have a ticking fee of 50% of the spread after 45 days and the full spread on day 76.

The company's $580 million credit facility also includes a $75 million five-year revolver (B1/B+).

Eze being acquired

Proceeds from the credit facility will be used to help fund the buyout of Eze Castle Software, a provider of global order management and related investment technologies, and RealTick, a multi-broker, cross-asset electronic execution platform, by TPG from ConvergEx Group to form Eze Software Group.

Bank of America Merrill Lynch, Morgan Stanley Senior Funding Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. and Jefferies Finance LLC are leading the deal.

Following the close of the transaction, Eze Software will acquire Tradar, a supplier of portfolio management and accounting services

Eze Software Group is a provider of investment technology to support the front, middle and back office.

BWIC emerges

In more secondary news, a $239.2 million Bid-Wanted-In-Competition was announced and market participants are being asked to place their bids by 11 a.m. ET on Monday, according to a trader.

Some of the larger pieces of debt being offered at Clarke American's non-extended term loan B-1, First Data Corp.'s extended 2018 term loan, Grosvenor Capital Management's extended term loan, HCA Inc.'s term loan B-2, Las Vegas Sands Corp.'s extended term loan B and delayed-draw loan strip, Orbitz Worldwide Inc.'s first-lien term loan, Seminole Tribe of Florida's term loan B-1, B-2, and B-3 strip, Smart Technologies' first-lien term loan, Univision Communications Inc.'s extended first-lien term loan and US Airways Group's term loan.

The portfolio includes about 57 issuers, the trader added.

McGraw-Hill revises loan

Moving to the primary, McGraw-Hill Education increased its six-year covenant-light term loan to $610 million from $560 million, raised pricing to Libor plus 775 bps from talk of Libor plus 650 bps to 700 bps and revised the discount to 97 from 98, according to market sources.

As before, the loan has a 1.25% Libor floor and 101 soft call protection for one year.

Commitments for the term loan were due at 5 p.m. ET on Thursday, sources said.

In addition to the term loan, the company's now $850 million senior secured credit facility (B2/NA/BB) also includes a $240 million five-year revolver.

Credit Suisse Securities (USA) LLC, Morgan Stanley Senior Funding Inc., Jefferies & Co., UBS Investment Bank, Nomura and BMO Capital Markets Corp. are leading the deal.

McGraw funding buyout

Proceeds from McGraw-Hill Education's credit facility and $1 billion of secured notes will fund its purchaseby Apollo Global Management LLC from McGraw-Hill Cos. for $2.5 billion, subject to certain closing adjustments.

The notes offering was downsized from $1.05 billion due to the term loan upsizing, sources remarked.

As part of the agreement, McGraw-Hill will receive an additional $150 million in cash at closing from the investment funds affiliated with Apollo Global Management, instead of being issued $250 million in face amount of unsecured notes by a holding company of McGraw-Hill Education as originally planned.

Closing is subject to regulatory approval and customary conditions.

McGraw-Hill Education is a New York-based digital learning company.

Protection One cuts spread

Protection One trimmed the coupon on its $591 million term loan B due March 2019 to Libor plus 325 bps from Libor plus 350 bps and pushed out the 101 soft call protection to one year from six months, a source said.

The 1% Libor floor and par offer price were left intact.

The company's $631 million credit facility (B+) also includes a $40 million revolver due March 2017.

Lead banks, J.P. Morgan Securities LLC and Barclays, are asking for recommitments by 11 a.m. ET on Friday, the source continued.

Proceeds will be used to refinance an existing $25 million revolver and $541 million term loan B, and add cash to the balance sheet.

Protection One is a Romeoville, Ill.-based alarm and security services provider.

Sun Products trims size

Sun Products lowered its seven-year senior secured term loan B (B1/B-) to $1,055,000,000 from $1.08 billion, while keeping talk at Libor plus 375 bps to 400 bps with a 1.25% Libor floor, an original issue discount of 99 and 101 soft call protection for six months, according to a market source.

The company's now $1,155,000,000 billion credit facility also includes a $100 million five-year revolver.

J.P. Morgan Securities LLC, Barclays, Morgan Stanley Senior Funding Inc., Bank of America Merrill Lynch and Goldman Sachs & Co. are leading the deal that will be used with $575 million of notes to refinance existing debt.

The notes were upsized from $500 million, with $25 million of the additional funds going towards the term loan downsizing and the remaining $50 million earmarked for the redemption of preferred shares, the source added.

Sun Products is a Wilton, Conn.-based manufacturer of branded and retailer brand fabric care and dish care products.

SRAM sets talk

In more primary happenings, SRAM held a bank meeting on Thursday morning to kick off syndication on its $675 million term loan B (B1/BB-) due 2020, and with the launch, talk on the loan came out at Libor plus 325 bps with a 1% Libor floor, an original issue discount of 99½ and 101 soft call protection for one year, a source said.

J.P. Morgan Securities LLC is leading the deal.

Proceeds will be used by the Chicago-based bicycle components company to refinance an existing first-lien term loan and some of a second-lien term loan.

Twin River guidance

Twin River Management Group released talk of Libor plus 425 bps to 450 bps with a 1% Libor floor, an original issue discount of 99 and 101 soft call protection for one year on its $260 million 5½ year term loan B that launched during the session, according to a market source.

The company's $285 million credit facility (B1/BB-), for which commitments are due on March 27, also provides for a $25 million five-year revolver.

Deutsche Bank Securities Inc. and Credit Suisse Securities (USA) LLC are leading the deal.

Proceeds will be used to refinance existing debt and fund a dividend.

Twin River Management is the owner and operator of the Twin River casino located near Providence, R.I.

TI Group reveals OID

TI Group Automotive disclosed that its $850 million amended and upsized six-year term loan B is being shopped with an original issue discount of 99 as the deal was launched with a call in the morning, according to a market source.

Price talk on the loan came out prior to launch at Libor plus 450 bps to 475 bps with a 1.25% Libor floor, and the deal includes 101 soft call protection for one year.

The company's $950 million credit facility also provides for a $100 million five-year ABL revolver.

J.P. Morgan Securities LLC is leading the deal that will be used to refinance an existing term loan B and fund a one-time dividend.

TI Group is an Auburn Hills, Mich.-based automotive supplier with a focus on fluid storage, transfer and delivery technology.

Applied Systems holds call

Applied Systems hosted a 1 p.m. ET lender call, launching a $75 million add-on first-lien term loan due December 2016 and a repricing of its $371 million first-lien term loan due December 2016 with talk of Libor plus 325 bps with a 1% Libor floor and 101 call protection for six months, according to a market source.

The add-on, which will be used for acquisition financing, is offered at an original issue discount of 99½ and has a ticking fee of half the spread starting after 30 days and the full spread after 60 days, the source said. The first-lien loan repricing is offered at par.

Also, the company launched a repricing of its existing $175 million second-lien term loan due June 2017 with talk of Libor plus 725 bps with a 1% Libor floor, a par offer price and 101 call protection for one year.

Lead bank, Credit Suisse Securities (USA) LLC, is asking for commitments by March 21, the source added.

Applied Systems is a University Park, Ill.-based software provider for the insurance industry.

Lightower readies deal

Lightower Fiber Networks set a bank meeting for 2 p.m. ET in New York on Monday to launch a $1,425,000,000 credit facility that includes a $125 million five-year revolver, a $1.05 billion seven-year first-lien term loan and a $250 million eight-year second-lien term loan, according to sources.

J.P. Morgan Securities LLC and Morgan Stanley Senior Funding Inc. are leading the deal, with JPMorgan on the left of the first-lien debt and Morgan Stanley on the left of the second-lien loan.

Proceeds will be used to help fund the acquisition of Sidera Networks in a transaction valued at over $2 billion led by Berkshire Partners. Current Lightower investors include M/C Partners, Pamlico Capital and Ridgemont Equity Partners, and current Sidera investors include ABRY Partners and Spectrum Equity Investors.

Closing is expected in the second quarter, subject to regulatory approval.

Lightower is a Boxborough, Mass.-based metro fiber and bandwidth provider. Sidera is a New York-based provider of tailored, high-capacity communications services.

Salem closes

In other news, Salem Communications Corp. completed its $325 million senior credit facility that includes a $300 million term loan B (B2/B) and a $25 million revolver (Ba2), according to an 8-K filed with the Securities and Exchange Commission.

Pricing on the term loan B is Libor plus 350 bps with a 1% Libor floor, and it was sold at a discount of 991/2. There is 101 soft call protection for one year.

During syndication, the spread firmed at the wide end of the Libor plus 325 bps to 350 bps guidance, the discount was revised from 99, and leverage and interest coverage covenants were added to the originally covenant-light deal.

Wells Fargo Securities LLC and SunTrust Robinson Humphrey Inc. led the facility that is being used to fund a cash tender offer for the company's $213.5 million of 9 5/8% senior secured second-lien notes due 2016.

Salem Communications is a Camarillo, Calif.-based radio broadcaster, internet content provider, and magazine and book publisher.


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