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Published on 1/29/2014 in the Prospect News Bank Loan Daily.

Atrium, Mergermarket, National Mentor break; multiple primary deals see revisions emerge

By Sara Rosenberg

New York, Jan. 29 - Atrium Innovations' credit facility made its way into the secondary market on Wednesday with both the first- and second-lien term loans seen above their original issue discount prices, and Mergermarket USA Inc. and National Mentor Holdings Inc. began trading too.

Over in the primary, Ardagh Group modified the original issue discount on its term loan B, and DAE Aviation Holdings Inc. moved some funds between its first- and second-lien term loans, lowered coupons on the tranches and updated offer prices.

Also, NewPage Corp. widened the coupon and offer price on its term loan, Taminco Global Chemical Corp. lowered pricing on its term loans, Tower Automotive Holdings USA LLC lifted the size of its B loan and firmed the spread at the tight end of guidance, Insight Global (IG Investments Holdings LLC) upsized its tack-on loan, Learfield Communications Inc. reworked tranche sizes and offer prices, and Ikaria Inc. accelerated its commitment deadline.

Furthermore, CareCore National LLC, Par Pharmaceutical Cos. Inc. and Consolidated Aerospace Manufacturing LLC set talk with launch, Diamond Foods Inc. revealed timing on its credit facility, and Allied Security Holdings LLC (AlliedBarton) and Chrysler Group LLC joined this week's calendar.

Atrium frees up

Atrium Innovations' credit facility broke for trading on Wednesday, with the $350 million seven-year covenant-light first-lien term loan (B2/B) quoted at par ½ bid, 101¼ offered and then it moved to par ¾ bid, 101¼ offered and the $150 million second-lien term loan quoted at 101 bid, 102 offered and then it moved to 101½ bid, 103 offered, according to a trader.

Pricing on the first-lien term loan is Libor plus 325 basis points with a 1% Libor floor and it was sold at an original issue discount of 991/2. There is 101 soft call protection for six months.

The second-lien term loan is priced at Libor plus 675 bps with a 1% Libor floor and it was sold at a discount of 991/2. This tranche has call protection of 102 in year one and 101 in year two.

The company's $700 million credit facility also includes a $75 million five-year revolver (B2/B), and a $125 million equivalent seven-year covenant-light euro first-lien term loan (B2/B) priced at Euribor plus 350 bps with a 1% floor and sold at 991/2. The euro term loan has 101 soft call protection for six months as well.

Atrium lead banks

RBC Capital Markets, Deutsche Bank Securities Inc., National Bank Financial Markets and Toronto-Dominion Bank are leading Atrium Innovations' credit facility that will be used to help fund its buyout by Permira Advisers for C$24 in cash per share.

During syndication, the U.S. first-lien term loan was upsized from $300 million and pricing was cut from talk of Libor plus 350 bps to 375 bps, the second-lien term loan was downsized from $200 million and the spread was reduced from talk of Libor plus 750 bps to 775 bps, and pricing on the euro term loan was trimmed from talk of Euribor plus 375 bps to 400 bps. Also, the discount on all tranches was tightened from 99.

Closing on the buyout is expected this quarter, subject to court approval pursuant to the Canada Business Corporations Act, the approval of Atrium's shareholders and regulatory approvals.

First-lien leverage is 4.7 times and total leverage is 6.2 times.

Atrium is a Westmount, Quebec-based dietary supplements developer and manufacturer.

Mergermarket tops OID

Mergermarket's credit facility also hit the secondary, with the $273 million seven-year first-lien term loan (B2/B) quoted at par 1/8 bid, par 5/8 offered, according to a trader.

Pricing on the first-lien term loan is Libor plus 350 bps 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.

The company's credit facility also includes a $40 million five-year revolver (B2/B), and a $106.5 million eight-year second-lien term loan (Caa2/CCC+) priced at Libor plus 650 bps with a 1% Libor floor and sold at a discount of 991/2. The second-lien loan has call protection of 102 in year one and 101 in year two.

During syndication, the first-lien term loan was upsized from U.S. equivalent £150 million, pricing was revised from most recent talk of Libor plus 325 bps, talk before that of Libor plus 350 bps and initial talk of Libor plus 375 bps, and the discount was moved from 991/2. Additionally, the second-lien term loan was downsized from U.S. equivalent £63.88 million, pricing was cut from revised talk of Libor plus 675 bps and initial talk of Libor plus 725 bps, and the discount was changed from 99.

Mergermarket being acquired

Proceeds from Mergermarket's credit facility will be used to help fund its acquisition by BC Partners from Pearson plc for £382 million, and due to the first-lien term loan upsizing, to add cash to the balance sheet.

UBS Securities LLC, Mizuho Securities USA Inc. and HSBC Securities (USA) Inc. are leading the deal.

Closing is expected by the end of this quarter.

First-lien leverage is 4.5 times and total leverage is 6.2 times.

Mergermarket is a provider of corporate financial news, intelligence and analysis with headquarters in New York, London and Hong Kong.

National Mentor breaks

National Mentor's credit facility freed up as well, with the $600 million seven-year covenant-light term loan B quoted at par bid, 101 offered and then it moved up to par ¼ bid, 101¼ offered, a source said.

Pricing on the term loan is Libor plus 375 bps with a 1% Libor floor and it was sold at a discount of 993/4. There is 101 soft call protection for six months.

The company's $700 million senior secured credit facility (B1/B) also includes a $100 million five-year revolver priced at Libor plus 375 bps with no Libor floor and sold with a 50 bps upfront fee.

During syndication, the term loan was upsized from $560 million, pricing was reduced pricing from Libor plus 400 bps and the discount was tightened from talk of 99 to 991/2, and pricing on the revolver was cut from Libor plus 400 bps.

As per the term sheet, the credit facility has a 50 bps step-down subject to completion of an initial public offering and a consolidated leverage ratio of 5 times.

National Mentor refinancing

Proceeds from National Mentor's credit facility will be used to repay all amounts under the company's existing senior secured credit facility and, due to the term loan upsizing, to redeem up to $38 million of its outstanding $250 million 12.5% senior unsecured notes.

Barclays, Goldman Sachs Bank USA, Jefferies Finance LLC and UBS Securities LLC are leading the deal.

National Mentor is a Boston-based provider of home and community-based health and human services.

Ardagh tweaks OID

Moving to the primary, Ardagh moved the original issue discount on its $700 million covenant-light term loan B (B+) due Dec. 17, 2019 to 99¾ from 991/2, according to a market source.

As before, the loan is priced at Libor plus 300 bps with a 1% Libor floor, and includes 101 soft call protection for six months and a ticking fee of half the spread from days 31 to 60 and the full spread thereafter.

Commitments were due at 5 p.m. ET on Wednesday and allocations are expected on Thursday.

Citigroup Global Markets Inc. is leading the deal that will be used with $830 million of notes to fund the acquisition of Verallia North America, a glass packaging company.

Ardagh is a Dublin-based supplier of glass and metal packaging.

DAE reworked

DAE Aviation raised its first-lien term loan due Nov. 2, 2018 to roughly $590 million from roughly $540 million, cut pricing to Libor plus 400 bps from talk of Libor plus 425 bps to 450 bps and changed the discount to 99¾ from 991/2, a source said. The 1% Libor floor and 101 soft call protection for six months were unchanged.

Meanwhile, the 51/2-year second-lien term loan was trimmed to $250 million from $300 million, the spread was reverse flexed to Libor plus 675 bps from Libor plus 750 bps, the discount was set at 99, the tight end of the 98½ to 99 talk, and the hard call protection was revised to 102 in year one and 101 in year two, from 103 in year one, 102 in year two and 101 in year three, the source continued.

Recommitments were due at 5 p.m. ET on Wednesday.

Barclays, Bank of America Merrill Lynch and Goldman Sachs Bank USA are leading the deal that will reprice the aircraft MRO provider's existing first-lien term loan from Libor plus 500 bps with a 1.25% Libor floor and refinance 2015 senior notes.

Net first-lien leverage is 3.6 times and net total leverage is 4.6 times.

NewPage raises pricing

NewPage lifted the spread on its $750 million seven-year first-lien term loan (B+) to Libor plus 825 bps from talk of Libor plus 750 bps to 775 bps and moved the original issue discount to 98 from 99, according to a market source.

Also, amortization on the term loan is now 5% per annum for 18 months after an 18-month holiday, 7.5% for a year and 10% thereafter, changed from just 5% per annum after an 18-month holiday.

The term loan still has a 1.25% Libor floor and call protection of 103 in year one, 102 in year two and 101 in year three, with the provision that it is callable at par for 30 days if the merger agreement with Verso Paper Corp. is terminated.

Recommitments are due at 5 p.m. ET on Friday, the source continued.

NewPage getting revolver

NewPage's $1.1 billion senior secured credit facility also includes a $350 million five-year asset-based revolver talked at Libor plus 200 bps with a 50 bps unused fee.

Credit Suisse Securities (USA) LLC, Barclays, UBS Securities LLC and BMO Capital Markets are leading the deal, with Credit Suisse the left lead on the term loan and Barclays the left lead on the revolver.

Proceeds will be used to refinance NewPage's existing $495 million term loan, to replace an existing $350 million ABL facility and to fund a dividend as part of its acquisition by Verso.

Closing on the credit facility is expected in the week of Feb. 3, while closing on the acquisition is expected in the second half of the year, subject to regulatory approvals and the completion of Verso's exchange offers and consent solicitations for its outstanding fixed-rate second-lien notes and subordinated notes.

Pro forma for the financing, net leverage is 2.7 times 2013E adjusted EBITDA.

NewPage is a Miamisburg, Ohio-based producer of printing and specialty papers. Verso is a Memphis, Tenn.-based producer of coated papers.

Taminco flexes

Taminco reduced pricing on its $386.9 million term loan B due Feb. 15, 2019 to Libor plus 250 bps from Libor plus 275 bps, according to a market source. Of the total amount, $43 million is incremental and $343.9 million is for a repricing of the existing loan.

Also, pricing on the company's €185.6 million term loan B due Feb. 15, 2019 was cut to Euribor plus 275 bps from Euribor plus 300 bps, the source said. Of the total amount, €67.7 million is incremental and €117.9 million is for a repricing of the existing loan.

Both term loans still have a 0.75% floor, a par offer price and 101 soft call protection for six months, and the incremental debt still has a ticking fee of half the spread from days 31 to 75 and the full spread from day 76 and thereafter.

Taminco shuts books

Recommitments for Taminco's Citigroup Global Markets Inc.-led term loans were due at 5 p.m. ET n Wednesday, the source added.

Proceeds from the incremental debt and cash on hand will be used to fund the roughly $190 million acquisition of the formic acid business of Kemira Oyj.

The repricing will take the U.S. term loan B down from Libor plus 325 bps with a 1% Libor floor and the euro term B down from Euribor plus 350 bps with a 1% floor.

Closing on the loan transaction is targeted for Feb. 5, and closing on the acquisition is expected this quarter, subject to the fulfillment of customary conditions.

Taminco is an Allentown, Pa.-based producer of alkylamines and alkylamine derivatives.

Tower Auto revises deal

Tower Automotive increased its senior secured term loan B due April 23, 2020 to $450 million from $417 million and finalized pricing at Libor plus 300 bps, the low end of the Libor plus 300 bps to 325 bps talk, while keeping the 1% Libor floor, par offer price and 101 soft call protection for six months intact, a market source said.

Recommitments were due on Wednesday and allocations are expected on Thursday, the source added.

Citigroup Global Markets Inc. leading the deal.

Proceeds will be used to reprice an existing term loan from Libor plus 375 bps with a 1% Libor floor, and, due to the upsizing, for general corporate purposes.

Tower Automotive is a Livonia, Mich.-based supplier of automotive metal structural components and assemblies.

Insight ups loan

Insight Global raised its fungible first-lien tack-on covenant-light term loan due October 2019 to $120 million from $90 million, according to a market source.

The tack-on is still priced at Libor plus 425 bps with a 1% Libor floor, in line with the existing term loan, is still offered at an original issue discount of 99, and still has 101 soft call protection through Nov. 1, 2014.

Recommitments are due at 5 p.m. ET on Thursday, the source said.

Credit Suisse Securities (USA) LLC, Bank of America Merrill Lynch, RBC Capital Markets LLC and Wells Fargo Securities LLC are leading the deal that will be used to fund a dividend.

Insight Global is an Atlanta-based temporary staffing firm for the information technology sector.

Learfiels restructures

Learfield Communications upsized its add-on first-lien term loan due October 2020 to $65 million from $60 million and revised the offer price to par ½ from par, according to a market source. Pricing is still Libor plus 400 bps with a 1% Libor floor and there is 101 soft call protection until April 2014.

As for the add-on second-lien term loan due October 2021, it was downsized to $20 million from $25 million and the offer price was changed to 102 from par, the source said. Pricing is Libor plus 775 bps with a 1% Libor floor and there is call protection of 102 until October 2014 and 101 until October 2015.

Recommitments are due at noon ET on Thursday, moved up from the original deadline of noon ET on Friday.

Deutsche Bank Securities Inc. is leading the $85 million of fungible add-on covenant-light term loans that will be used to help fund the acquisition of Nelligan Sports Marketing Inc.

Learfield is a college sports multimedia rights marketing company.

Ikaria moves deadline

Ikaria accelerated the commitment deadline on its $1,295,000,000 credit facility to 5 p.m. ET on Friday from Feb. 5, according to a market source.

The facility consists of a $50 million revolver (B1/B-), an $830 million seven-year covenant-light first-lien term loan (B1/B-) and a $415 million eight-year covenant-light second-lien term loan (Caa1/CCC).

The first-lien term loan is talked at Libor plus 450 bps with a 1% Libor floor, an original issue discount of 99 and 101 soft call protection for one year, and the second-lien term loan is talked at Libor plus 850 bps with a 1% Libor floor, a discount of 99 and call protection of 102 in year one and 101.

Credit Suisse Securities (USA) LLC, Barclays, Goldman Sachs Bank USA and Morgan Stanley Senior Funding Inc. are leading the deal that will be used to help fund the roughly $1.6 billion buyout of the company by Madison Dearborn Partners. Existing shareholders, including New Mountain Capital and certain members of the company's management team, will have a minority stake in the company.

Ikaria, a Hampton, N.J.-based provider of proprietary and innovative therapies for the critical care units in hospitals, expects the buyout to close this quarter, subject to customary conditions.

CareCore releases guidance

In more primary news, CareCore held its bank meeting on Wednesday, and with the event, talk on its $390 million credit facility (B2/B) was announced, according to a market source.

The $75 million revolver is talked at Libor plus 450 bps to 475 bps with a 100 bps upfront fee, and the $315 million term loan is talked at Libor plus 450 bps to 475 bps with a 1% Libor floor, an original issue discount of 99 and 101 soft call protection for six months, the source said.

Commitments are due on Feb. 11.

RBC Capital Markets, Fifth Third Bank and GE Capital Markets Inc. are leading the deal that will be used to help fund the buyout of the company by General Atlantic LLC.

CareCore is a Bluffton, S.C.-based provider of specialty benefits management services to managed care organizations, self-insured entities, and risk-bearing provider organizations.

Par Pharmaceuticals talk

Par Pharmaceutical launched on its call a $1.45 billion term loan due September 2019 that is talked at Libor plus 275 bps to 300 bps with a 1% Libor floor and 101 soft call protection for six months, a source said.

Of the total term loan amount, $395 million is an add-on offered at a discount of 99½ and $1,055,000,000 is a repricing offered at par, the source remarked. The repricing will take current term loan pricing down from Libor plus 325 bps with a 1% Libor floor.

Bank of America Merrill Lynch and Goldman Sachs Bank USA are leading the deal for which commitments are due at 5 p.m. ET on Tuesday.

Proceeds from the add-on will be used with $110 million of equity to fund the acquisition of JHP Group Holdings, a specialty pharmaceutical company that makes sterile injectable products, for $490 million in cash.

Closing on the acquisition is expected this quarter.

Par Pharmaceuticals is a Woodcliff Lake, N.J.-based specialty pharmaceutical company.

Consolidated Aerospace launches

Consolidated Aerospace came out with talk of Libor plus 400 bps to 425 bps with a 1% Libor floor, an original issue discount of 99½ and 101 soft call protection for six months on its $225 million six-year term loan that launched to investors during the session, a market source said.

The company's $250 million senior secured credit facility also includes a $25 million five-year revolver.

Commitments are due on Feb. 12, the source added.

RBS Citizens is leading the deal that will be used to fund an acquisition.

Consolidated Aerospace is a manufacturer of fittings, hardware and fastening solutions for the aircraft and aerospace industries.

Diamond timing emerges

Diamond Foods set a bank meeting for 10 a.m. ET in New York on Thursday to launch its previously announced $540 million senior secured credit facility, according to a market source.

The facility consists of a $125 million asset-based revolver due in 2018, and a $415 million 41/2-year first-lien covenant-light term loan that has 101 soft call protection for six months.

Commitments are due on Feb. 12, the source said.

Credit Suisse Securities (USA) LLC, Wells Fargo Securities LLC, Barclays, BMO Capital Markets and SunTrust Robinson Humphrey Inc. are leading the deal that will be used with $230 million of senior unsecured notes to refinance an existing senior secured credit facility due Feb. 25, 2015 and senior unsecured notes due 2020 held by Oaktree.

Diamond Foods is a San Francisco-based packaged food company.

Allied Security readies loans

Allied Security emerged with plans to hold a bank meeting at 11 a.m. ET in New York on Thursday to launch $1.21 billion in term loans and set a commitment deadline of Feb. 11, according to a market source.

The debt consists of an $840 million seven-year first-lien covenant-light term loan (B1), of which $220 million is delayed-draw, and a $365 million 71/2-year second-lien covenant-light term loan (Caa1), of which $100 million is delayed-draw, the source said.

Talk on the first-lien term loan is Libor plus 350 bps with a 1% Libor floor, an original issue discount of 99½ and 101 soft call protection for six months, price talk on the second-lien term loan is Libor plus 725 bps with a 1% Libor floor, a discount of 99 and call protection of 102 in year one and 101 in year two, the source continued. The delayed-draw debt has a ticking fee of half the spread from days 46 to 90 and the full spread thereafter.

Credit Suisse Securities (USA) LLC, HSBC Securities (USA) Inc., Natixis and SMBC are leading the deal that will be used to refinance existing debt, fund a dividend and finance a potential acquisition.

Allied Security is a Conshohocken, Pa.-based provider of security officer services.

Chrysler plans deal

Chrysler set a call for Thursday to $2 billion of senior secured term loans (Ba1/BB+), split between a $250 million add-on term loan due May 2017 and a new $1.75 billion term loan due December 2018, according to a market source.

Both tranches are talked at Libor plus 275 bps with a 0.75% Libor floor, the source said. The add-on term loan is offered with an original issue discount of 99¾ and the new term loan is talked at a discount of 991/2.

J.P. Morgan Securities LLC, Bank of America Merrill Lynch, Barclays, Citigroup Global Markets Inc., Goldman Sachs Bank USA, Morgan Stanley Senior Funding Inc. and UBS Securities LLC are leading the deal that will be used with $2.7 billion of senior secured notes to repay all of the company's unsecured note issued on June 10, 2009 to the VEBA Trust.

Chrysler is an Auburn Hills, Mich.-based automotive company.


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