Sinclair, Darling Ingredients, Autodata, EMI Music break; multiple deals emerge with changes

By Sara Rosenberg

New York, Dec. 12 – Sinclair Television Group Inc. firmed the original issue discount on its incremental term loan at the tight end of revised talk and Darling Ingredients Inc. modified the issue price on its term loan B, and then these deals freed up for trading on Tuesday.

Other deals to make their way into the secondary market during the session included Autodata Inc. and EMI Music Publishing Group North America Holdings Inc.

In more happenings, Direct ChassisLink Inc. trimmed the spread on its term loan and tightened the original issue discount, Indivior Finance lowered pricing on its U.S. and euro term loans, and BayMark Health Services Inc. revised the spread and original issue discount on its second-lien term loan.

Also, Wheelabrator Technologies Inc. (Granite Acquisition Inc.) adjusted the issue price on its incremental term loan C, Churchill Downs Inc. downsized its term loan B and changed the spread and original issue discount, and TCW Group reduced pricing on its term loan.

Furthermore, Aristocrat Leisure Ltd. and MB Aerospace Holdings II Corp. accelerated the commitment deadlines on their loan deals, and Sedgwick Claims Management Services Inc. and Western Generation Partners (WGP Acquisition LLC) released price talk with launch.

Sinclair firms, trades

Sinclair Television Group set the original issue discount on its $3,725,000,000 incremental term loan B (Ba1/BB+) due 2024 at 99.75, the tight end of revised talk in the range of 99.5 to 99.75 and tight of initial talk of 99.5, according to a market source.

The term loan is priced at Libor plus 250 basis points with a 0% Libor floor and has 101 soft call protection for six months and a ticking fee of half the spread from days 31 to 60, the full spread from days 61 to 120 and the full spread plus Libor thereafter.

Previously, pricing on the term loan firmed at the low end of the Libor plus 250 bps to 275 bps talk, and the ticking fee was modified from half the spread from days 46 to 90, the full spread from days 91 to 120 and the full spread plus Libor thereafter.

After terms firmed up, the loan made its way into the secondary market and levels were quoted at par 1/8 bid, par 3/8 offered, the source said.

J.P. Morgan Securities LLC, RBC Capital Markets and Deutsche Bank Securities Inc. are leading the deal.

Sinclair buying Tribune

Proceeds from Sinclair’s term loan B and cash on hand will be used to acquire the outstanding shares of Tribune Media Co., to refinance some of Tribune’s existing debt, to pay costs and expenses expected to be incurred in connection with the acquisition and for general corporate purposes.

Tribune is being bought for $43.50 per share, for an aggregate purchase price of about $3.9 billion, plus the assumption of around $2.7 billion in net debt. Tribune stockholders will receive $35.00 in cash and 0.23 of a share of Sinclair class A common stock for each share of Tribune class A common stock and class B common stock they own.

Closing is expected this quarter subject to approval by Tribune’s stockholders and customary conditions, including approval by the Federal Communications Commission and antitrust clearance.

Sinclair is a Hunt Valley, Md.-based television broadcasting company. Tribune is a Chicago-based owner of television and digital properties.

Darling updated, frees up

Darling Ingredients changed the issue price on its $525 million seven-year covenant-light term loan B (Ba1/BBB-) to par from 99.75, and left pricing at Libor plus 200 bps with a 0% Libor floor, a market source said.

The term loan still has 101 soft call protection for six months.

With terms finalized, the loan freed to trade and levels were seen at par 7/8 bid, 101¼ offered, a trader added.

BMO Capital Markets, Bank of America Merrill Lynch, J.P. Morgan Securities LLC and Citigroup Global Markets Inc. are leading the deal that will be used to refinance an existing term loan B.

Closing is targeted for Friday.

Darling is an Irving, Texas-based developer and producer of sustainable natural ingredients from edible and inedible bio-nutrients.

Autodata hits secondary

Autodata’s credit facilities broke for trading, with the $280 million seven-year covenant-light first-lien term loan (B3) quoted at 99 7/8 bid, par 3/8 offered and the $80 million eight-year covenant-light second-lien term loan (Caa1) quoted at 99 5/8 bid, par 5/8 offered, according to a trader.

Pricing on the first-lien term loan is Libor plus 325 bps with a 0% Libor floor and it was sold at an original issue discount of 99.75. The debt has 101 soft call protection for six months.

The second-lien term loan is priced at Libor plus 725 bps with a 0% Libor floor and was issued at a discount of 99.5. This tranche has 101 hard call protection for one year.

On Monday, the first-lien term loan was upsized from $260 million, pricing was reduced from talk in the range of Libor plus 375 bps to 400 bps and the discount was revised from 99.5. Also, the second-lien term loan was downsized from $100 million, pricing was lowered from talk in the range of Libor plus 775 bps to 800 bps, the discount was tightened form 99 and the call protection was modified from 102 in year one and 101 in year two. And, the MFN was changed to 75 bps for six months from 75 bps for 12 months.

Autodata getting revolver

In addition to the first-and second-lien term loans, Autodata’s $385 million of senior secured credit facilities include a $25 million revolver (B3).

RBC Capital Markets and KKR Capital Markets are leading the deal that will be used to capitalize the business as a stand-alone entity.

Closing is expected on Thursday.

Autodata, which was carved out of Internet Brands Inc., is a provider of data and software solutions that power the automotive industry. Kohlberg Kravis Roberts & Co. LP is the sponsor.

EMI Music tops par

EMI Music’s $1,024,400,000 first-lien term loan began trading as well, with levels quoted at par 1/8 bid, par 3/8 offered, a trader said.

Pricing on the loan is Libor plus 225 bps with no Libor floor and it was issued at par. The debt has 101 soft call protection for six months.

UBS Investment Bank is leading the deal that will reprice an existing term loan down from Libor plus 250 bps with no Libor floor.

EMI Music is a New York-based music publisher.

Direct ChassisLink revised

Back in the primary market, Direct ChassisLink lowered pricing on its $325 million senior secured covenant-light term loan (BB-) due June 15, 2023 to Libor plus 600 bps from Libor plus 650 bps, removed the leverage based margin step-down outlined in the marketing term sheet and changed the original issue discount to 99.5 from 99, according to a market source.

As before, the term loan has a 0% Libor floor and hard call protection of 102 in year one and 101 in year two, reducing to 101 in connection with a change of control.

Recommitments were due at noon ET on Tuesday, the source said.

Citigroup Global Markets Inc., Bank of America Merrill Lynch, Deutsche Bank Securities Inc. and Goldman Sachs Bank USA are leading the deal that will be used to fund the acquisition of TRAC Intermodal’s fleet of about 72,000 53-foot domestic chassis and related customer and hosting contracts with Class I railroads and intermodal shipping companies.

Closing is expected in early-to-mid January, subject to customary conditions.

Direct ChassisLink is a Charlotte, N.C.-based provider of chassis leasing.

Indivior flexes down

Indivior Finance reduced pricing on its $394,919,400 term loan B due December 2022 and €76,277,245 term loan B due December 2022 to Libor/Euribor plus 450 bps from talk in the range of Libor/Euribor plus 475 bps to 500 bps, according to a market source.

As before, the term loans have an original issue discount of 99.5 and 101 soft call protection for six months, the U.S. loan has a 1% Libor floor and the euro loan has a 0% floor.

The company’s senior secured credit facilities also include a $50 million revolver.

Commitments are due at 5 p.m. ET on Wednesday, moved up from 10 a.m. ET on Friday, the source added.

Morgan Stanley Senior Funding Inc. and J.P. Morgan Chase Bank are leading the deal that will be used to refinance the company’s existing senior secured debt facilities.

Indivior is a Richmond, Va.-based specialty pharmaceutical company.

BayMark tweaks second-lien

BayMark Health Services cut pricing on its $45 million second-lien term loan to Libor plus 825 bps from talk in the range of Libor plus 850 bps to 875 bps and tightened the original issue discount to 99 from 98.5, according to a market source.

The second-lien term loan still has a 1% Libor floor and hard call protection of 102 in year one and 101 in year two.

As before, the company is also getting a fungible $29 million incremental first-lien term loan and a fungible $30 million incremental first-lien delayed-draw term loan priced at Libor plus 475 bps with a 1% Libor floor and an original issue discount of 99.5. The delayed-draw has an unused fee of 100 bps per annum. The loan has 101 soft call protection for six months.

Capital One is leading the deal that will be used for general corporate purposes, including acquisitions.

BayMark, a Webster Capital portfolio company, is a Lewisville, Texas-based behavioral health provider specializing in opioid treatment services.

Wheelabrator modified

Wheelabrator Technologies revised the original issue discount on its $125 million incremental term loan C due December 2021 to 99.75 from 99.5, according to a market source.

The incremental loan and the repricing of the company’s $48 million term loan C due December 2021 and $1.21 billion term loan B due December 2021 are still priced at Libor plus 350 bps, after flexing on Monday from Libor plus 300 bps.

All of the debt has a 1% Libor floor and 101 soft call protection for six months. The repricings are still offered at par.

Recommitments were due at 3 p.m. ET on Tuesday, the source said.

Deutsche Bank Securities Inc. and BNP Paribas Securities Corp. are leading the deal.

The incremental loan will be used to fund letters of credit, and the repricings will take the existing term loan B and C debt down from Libor plus 400 bps with a 1% Libor floor.

Wheelabrator amending

Along with the incremental loan and repricing, Wheelabrator is planning on amending its credit agreement, including its existing $247 million second-lien term loan due December 2022.

Through the amendment, the accordion free and clear basket shared between the first- and second-lien term loans will be reduced to $150 million from $350 million, a 1.1 times minimum debt service coverage ratio covenant will be added, and the capital structure will be portable with a change-of-control subject to ratings reaffirmation.

Pricing on the second-lien loan will be unchanged at Libor plus 725 bps with a 1% Libor floor.

Seocnd-lien lenders are offered 101 soft call protection for six months and a 5 bps consent fee.

Wheelabrator is a Hampton, N.H.-based owner and operator of waste-to-energy facilities and independent power-producing facilities.

Churchill reworked

Churchill Downs trimmed its term loan B due 2024 to $400 million from $600 million, lowered the spread to Libor plus 200 bps from Libor plus 225 bps and moved the original issue discount to 99.875 from talk in the range of 99.5 to 99.75, market sources remarked.

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

The company is also getting a $700 million senior secured revolver due 2022.

J.P. Morgan Securities LLC, Fifth Third Bank, PNC, U.S. Bank and Wells Fargo Securities LLC are leading the deal that will be used with $500 million of senior notes, upsized from $300 million, to redeem $600 million of existing senior notes due 2021, refinance an existing revolver, repay about $169 million in term loan A borrowings and fund related transaction fees and expenses.

Closing is expected on Dec. 27.

Churchill Downs is a Louisville, Ky.-based owner and operator of racing facilities.

TCW reduces spread

TCW Group revised pricing on its $600 million term loan B to Libor plus 200 bps from talk in the range of Libor plus 225 bps to 250 bps, and left the 1% Libor floor, original issue discount of 99.75 and 101 soft call protection for six months intact, according to a market source.

The company’s $675 million of credit facilities (Baa3/BB+) also include a $75 million revolver.

J.P. Morgan Securities LLC is leading the deal that will be used to refinance existing debt and fund the purchase by Nippon Life Insurance Co. of a 24.75% minority stake in TCW from the Carlyle Group.

With this transaction, TCW’s employee ownership will increase to 44.07% and Carlyle will maintain a significant interest in the company with its long duration private equity fund, Carlyle Global Partners, acquiring a 31.18% stake.

Closing is expected by year end, subject to certain required approvals.

TCW is a Los Angeles-based asset management firm that specializes in fixed-income, world equity and alternative markets.

Aristocrat moves deadline

Aristocrat accelerated the commitment deadline on its fungible $890 million incremental senior secured term loan B (Ba1/BB+) due October 2024 to Wednesday from Thursday, a market source remarked.

Price talk on the term loan is Libor plus 200 bps with a 0% Libor floor and an original issue discount of 99.75.

UBS Investment Bank, Citigroup Global Markets Inc. and Goldman Sachs Bank USA are leading the deal that will be used with $125 million of cash on hand to fund the acquisition of Big Fish Games Inc. from Churchill Downs Inc. for $990 million in cash, subject to customary completion adjustments.

Closing is expected in the first quarter of 2018, subject to regulatory and other approvals, and customary conditions.

Pro forma net leverage is expected to be 2.2 times.

Aristocrat Leisure is a Sydney, Australia-based provider of gaming solutions. Big Fish is a Seattle-based social gaming company.

MB Aerospace accelerated

MB Aerospace revised the commitment deadline on its $305 million of secured credit facilities (B2/B) to 5 p.m. ET on Wednesday from Friday, a market source said.

The facilities consist of a $50 million five-year revolver, and a $255 million seven-year covenant-light first-lien term loan talked at Libor plus 400 bps with a 1% Libor floor, an original issue discount of 99.5 and 101 soft call protection for six months.

RBC Capital Markets, Societe Generale, Barclays and Citizens Bank are leading the deal that will be used to fund the acquisition of Taiwan-based Asian Compressor Technology Services Co. Ltd. and to refinance existing debt.

Closing is expected in January.

MB Aerospace, a Blackstone portfolio company, is an East Granby, Conn.-based provider of advanced technological solutions to the aerospace and defense industry.

Sedgwick sets talk

Sedgwick Claims Management Services held its lender call on Tuesday, launching its fungible $735 million incremental first-lien term loan B (B) due 2021 with original issue discount talk of 99.51 and its fungible $200 million second-lien term loan (CCC+) due 2022 with discount talk of 99.26, according to a market source.

The first-lien term loan is priced at Libor plus 275 bps with a 1% Libor floor and the second-lien term loan is priced at Libor plus 575 bps with a 1% Libor floor.

The incremental first-lien term loan and the existing term loan B with which it is fungible are getting 101 soft call protection for six months, the source said.

Commitments are due at 10 a.m. ET on Friday.

KKR Capital Markets is leading the deal that will be used to fund the acquisition of Cunningham Lindsey, a Tampa, Fla.-based loss adjusting, claims management and risk solutions firm.

Closing is subject to customary conditions and regulatory approvals.

Sedgwick, a KKR majority owned company, is a Memphis, Tenn.-based provider of technology-enabled risk and benefits solutions.

Western Generation guidance

Western Generation Partners released talk of Libor plus 325 bps to 350 bps with a 1% Libor floor, a par issue price and 101 soft call protection for six months on its roughly $235 million term loan B that launched with a morning lender call, a market source said.

Commitments are due at noon ET on Dec. 19, the source added.

MUFG is leading the deal that will be used to reprice an existing term loan B down from Libor plus 400 bps with a 1% Libor floor.

Harbert Management Corp., UBS Asset Management and Northwestern Mutual are the sponsors.

Western Generation is the owner of 12 power plants representing about 1,500 MW of contracted thermal power plants.

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