Edgewater, Dana, Element Solutions, Hyperion, SMB break; Odyssey, Talbots set changes

By Sara Rosenberg

New York, Nov. 16 – Edgewater Generation (Spade Facilities II LLC) upsized its term loan, firmed pricing at the low end of talk and adjusted the issue price, and Dana Inc. lifted the size of its term loan B, and then both of these deals freed to trade on Friday.

Also, Element Solutions (Platform Specialty Products Corp./MacDermid Inc.) tightened the original issue discount on its term loan before surfacing in the secondary market, and deals from Hyperion Insurance Group Ltd. and SMB Shipping Logistics LLC broke as well.

In more happenings, Odyssey Logistics & Technology Corp. eliminated plans for a delayed-draw first-lien term loan and set the spread on its incremental funded first-lien term loan at the high side of guidance, and Talbots Inc. downsized its term loan B, officially widened the spread and original issue discount, and shortened the maturity.

Edgewater modified, trades

Edgewater Generation increased its seven-year covenant-light first-lien term loan (Ba3/BB) to $925 million from $900 million, firmed the spread at Libor plus 375 basis points, the low end of the Libor plus 375 bps to 400 bps talk, and changed the original issue discount to 99.75 from 99.5, according to a market source.

The term loan still has a 0% Libor floor and 101 soft call protection for six months.

Recommitments were due at noon ET on Friday and later in the day the term loan broke for trading, with levels quoted at par bid, par ½ offered, another source added.

Credit Suisse Securities (USA) LLC is the left lead on the deal that will be used to help fund the acquisition of the company by Starwood Energy.

The equity check for the transaction is being reduced due to the term loan upsizing.

Edgewater is a portfolio of two unregulated operational gas-fired combined-cycle gas turbines.

Dana upsizes, frees up

Dana raised its seven-year senior secured covenant-light term loan B (Baa3/BBB-/BBB-) to $450 million from $375 million, and left pricing at Libor plus 225 bps with a 0% Libor floor and an original issue discount of 99.5, a market source remarked.

As before, the term loan has 101 soft call protection for six months, and a ticking fee of half the margin from days 46 to 90 and the full margin thereafter.

Commitments were due at noon ET and the loan began trading in the afternoon, with levels seen at 99¾ bid, par ¼ offered, another source added.

Citigroup Global Markets Inc., Barclays, Credit Suisse Securities (USA) LLC, Goldman Sachs Bank USA, J.P. Morgan Securities LLC and RBC Capital Markets are leading the loan that will be used to help fund the acquisition of the Drive Systems segment of the Oerlikon Group for CHF 600 million, and, as a result of the upsizing, to pay all transaction related fees and expenses.

Closing is expected in the first quarter of 2019, subject to customary regulatory approvals.

Dana is a Maumee, Ohio-based supplier of drivetrain, sealing and thermal-management technologies.

Element tweaked, breaks

Element Solutions modified the original issue discount on its $750 million seven-year covenant-light first-lien term loan to 99.875 from 99.5, according to a market source.

The term loan is still priced at Libor plus 225 bps with a 0% Libor floor, and has 101 soft call protection for six months.

The company’s $1.08 billion of credit facilities (Ba2/BB) also include a $330 million revolver.

Recommitments were due at 11 a.m. ET on Friday and the term loan freed to trade in the afternoon, with levels seen at 99 7/8 bid, par ¼ offered, the source added.

Credit Suisse Securities (USA) LLC, Barclays, UBS Investment Bank, Deutsche Bank Securities Inc., Goldman Sachs Bank USA, Nomura, HSBC Securities (USA) Inc., Citigroup Global Markets Inc. and Wells Fargo Securities LLC are leading the deal that will be used to refinance the company’s stand-alone capital structure.

Element is a West Palm Beach, Fla.-based provider of specialty chemical solutions.

Hyperion starts trading

Hyperion Insurance Group’s $115 million add-on covenant-light term loan B (B2/B) due Dec. 20, 2024 also surfaced in the secondary market, with levels quoted at 99½ bid, par offered, a trader said.

Pricing on the add-on term loan is Libor plus 350 bps with a 1% Libor floor and it was sold at an original issue discount of 99.5.

Morgan Stanley Senior Funding Inc., Barclays, J.P. Morgan Securities LLC, RBC Capital Markets, HSBC Securities (USA) Inc., Lloyds Securities Inc., NatWest Markets plc and ING Capital LLC are leading the deal that will be placed on the balance sheet in a locked box account to fund future acquisitions.

Closing is expected in early December.

Hyperion is a London-based insurance intermediary group.

SMB hits secondary

SMB Shipping Logistics’ fungible $60 million incremental first-lien term loan (B-) also began trading, with levels seen at 99½ bid, par offered, a market source said.

Pricing on the incremental term loan is Libor plus 400 bps with a 1% Libor floor and it was sold at an original issue discount of 99.5. The spread and floor on the incremental first-lien term loan matches pricing on the company’s existing $434 million first-lien term loan.

Existing first-lien lenders who approved the amendment associated with the transaction are getting a 25 bps consent fee.

The company is also getting a $100 million privately placed incremental second-lien term loan, and pricing of the pro forma $225 million second-lien term loan (CCC) is being lowered to Libor plus 800 bps with a 1% Libor floor from Libor plus 875 bps with a 1% Libor floor.

Antares Capital, Deutsche Bank Securities Inc., Citizens Bank and J.P. Morgan Securities LLC are leading the deal that was expected to close on Friday and is being used to fund a distribution to existing shareholders.

SMB, a Ridgemont Equity Partners portfolio company, is a Dallas-based provider of small parcel and freight services to the small and medium-sized business market.

Odyssey revised

Back in the primary market, Odyssey Logistics eliminated plans for a $50 million delayed-draw first-lien term loan that was talked with six months availability and a 1% fee after 90 days, according to a market source.

Additionally, the company set pricing on its fungible $257 million funded incremental first-lien term loan (B1/B+) due October 2024 at Libor plus 400 bps, the high end of the Libor plus 375 bps to 400 bps talk, and left the 1% Libor floor, original issue discount of 99.5 and 101 soft call protection for six months unchanged.

In connection with this transaction, pricing on the company’s existing first-lien term loan will be lifted to Libor plus 400 bps with a 1% Libor floor from Libor plus 375 bps with a 1% Libor floor to match the incremental.

The company is still also getting a fungible $70 million incremental second-lien term loan (Caa1/CCC+) due October 2025 that is priced at Libor plus 800 bps with a 1% Libor floor and a discount of 99, and has 101 call protection through October 2019.

Recommitments are due at 5 p.m. ET on Monday, the source added.

Credit Suisse Securities (USA) LLC is the left lead on the deal that will be used to fund the acquisition of AFF Global Logistics, which is expected to close this year, subject to customary conditions.

Odyssey Logistics is a Danbury, Conn.-based provider of multi-modal transportation solutions and transportation management. AFF is a Fife, Wash.-based third-party logistics provider and freight forwarder.

Talbots reworks loan

Talbots trimmed its covenant-light term loan B (B2/B-) to $410 million from $420 million, officially raised pricing to Libor plus 700 bps from talk in the range of Libor plus 625 bps to 650 bps, adjusted the original issue discount to 98.5 from 99, and shortened the maturity to four years from five years, a market source said.

The loan still has a 0% Libor floor and is non-callable for one year, then at 102 in year two and par thereafter.

Allocations were expected on Friday afternoon, the source added.

Bank of America Merrill Lynch and KKR Capital Markets are leading the deal that will be used to refinance existing first- and second-lien term loans.

Talbots is a Hingham, Mass.-based multi-channel retailer of women’s apparel.

Openlink allocates

In other news, Openlink Financial LLC allocated its $255 million term loan that is priced at Libor plus 475 bps with a step-down to Libor plus 450 bps at less than 3.55 times first-lien net leverage and a 1% Libor floor, a market source remarked. The debt was issued at par and has 101 soft call protection for six months.

The company is also getting a €225 million term loan priced at Euribor plus 400 bps with a step-down to Euribor plus 375 bps at less than 3.55 times first-lien net leverage and a 1% floor. This tranche was issued at par and has 101 soft call protection for six months as well.

During syndication, the U.S. term loan size firmed within the revised talk range of $250 million to $300 million and down from initial talk of roughly $343 million and pricing was raised from talk in the range of Libor plus 425 bps to 450 bps, the euro term loan size finalized within the revised talk range of €200 million to €250 million and up from initial talk of roughly €148 million, and pricing was flexed from Euribor plus 375 bps, and the step-down was added to both pieces.

UBS Investment Bank is leading the deal that will refinance an existing U.S. term loan priced at Libor plus 475 bps with a 1% Libor floor and an existing euro term loan priced at Euribor plus 425 bps with a 1% Libor floor.

Openlink is a Uniondale, N.Y.-based provider of trading and risk management solutions.

LifePoint closes

LifePoint Health Inc. completed its merger with RCCH HealthCare Partners, which is owned by Apollo Global Management LLC, a news release said. LifePoint shareholders received $65.00 per share in cash, resulting in an enterprise value of about $5.6 billion, including $2.9 billion of net debt and minority interest.

To help fund the transaction, LifePoint got a $3.55 billion seven-year senior secured covenant-light term loan (B1/B+) priced at Libor plus 450 bps with a 0% Libor floor. The debt was sold at an original issue discount of 99 and has 101 soft call protection for one year.

During syndication, the term loan was upsized from $3.4 billion as the company downsized its senior notes offering to $1,425,000,000 from $1,575,000,000, pricing p was lifted from Libor plus 400 bps, the discount firmed at the wide end of the 99 to 99.5 talk, the call protection was extended from six months, the MFN was modified, general and ratio baskets were reduced under restricted payments, baskets were reduced under investments, real property was removed from securitization assets and asset sweep step-downs were removed.

Citigroup Global Markets Inc., Barclays, RBC Capital Markets, Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc. and UBS Investment Bank are lead the deal.

LifePoint and RCCH are both Brentwood, Tenn.-based health care providers.

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