Renaissance Learning, Bauer break; Federal-Mogul, BRG, Aricent, Libbey, Telx revise deals

By Sara Rosenberg

New York, April 2 - Renaissance Learning Inc.'s credit facility made its way into the secondary market on Wednesday with both the first- and second-lien term loans trading above their original issue discount prices, and Bauer Performance Sports Ltd. broke as well.

Moving to the primary, Federal-Mogul Corp. sweetened the call protection on its term loan B and term loan C, and BRG Sports Inc. (Easton-Bell Sports Inc.) downsized its first-lien term loan and sweetened spreads, offer prices and call premiums on its first- and second-lien debt.

Also, Aricent Inc. increased the size of its term loans and tightened the original issue discount on its first-lien tranche, Libbey Glass Inc. trimmed spread, floor and discount on its term loan, and Telx Group Inc. shifted funds between its term loans and flexed pricing lower.

In addition, Caesars Growth Properties Holdings LLC moved up the commitment deadline on its credit facility and WideOpenWest Finance LLC withdrew its repricing from market.

Furthermore, ClubCorp Club Operations Inc., Datapipe Inc. and High Liner Foods Inc. came out with talk with their launches, and Institutional Shareholder Services Inc., Energy Transfer Equity LP and Potpourri Group Inc. jumped on the near-term calendar.

Renaissance starts trading

Renaissance Learning's credit facility freed up for trading on Wednesday, with the $475 million seven-year first-lien covenant-light term loan (B1/B-) quoted at par bid, par ¾ offered and the $230 million eight-year second-lien covenant-light term loan (Caa2/CCC) quoted at 99½ bid, par ½ offered, according to a trader.

Pricing on the first-lien term loan is Libor plus 350 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 one year that was extended from six months.

The second-lien loan is priced at Libor plus 700 bps, after finalizing at the wide end of the Libor plus 675 bps to 700 bps talk. There is a 1% Libor floor and call protection of 102 in year one and 101 in year two, and the debt was issued at 99.

The company's $745 million credit facility also includes a $40 million five-year revolver (B1/B-).

Renaissance lead banks

Bank of America Merrill Lynch, Credit Suisse Securities (USA) LLC and RBC Capital Markets are leading Renaissance Learning's credit facility.

Proceeds will be used with equity to help the $1.1 billion buyout of the company by Hellman & Friedman from the Permira funds and to refinance existing debt.

Closing is expected in the second quarter, subject to the waiting period under the HSR Act and customary conditions.

Renaissance Learning is a Wisconsin Rapids, Wis.-based provider of technology-based school improvement and student assessment programs for K-12 schools.

Bauer frees up

Bauer Performance Sports' credit facility began trading too, with the $450 million senior secured term loan B (B2/B+) quoted at par bid, par ½ offered, a trader remarked.

Pricing on the term loan is Libor plus 350 bps with a 1% Libor floor and it was sold at a discount of 991/2, after flexing from Libor plus 375 bps with a discount of 99, sources said. There is a 50 bps step-down when net first-lien leverage is 4.25 times and 101 soft call protection for six months.

The company's $650 million credit facility also includes a $200 million asset-based revolver.

Bank of America Merrill Lynch, J.P. Morgan Securities LLC, RBC Capital Markets and Morgan Stanley Senior Funding Inc. are leading the deal that will help fund the $330 million acquisition of the Easton Baseball/Softball business from Easton-Bell Sports and refinance some existing debt.

Closing is subject to regulatory approvals and other customary conditions.

Bauer Performance is a Canada-based developer and manufacturer of sports equipment and apparel.

Federal-Mogul updates deal

Over in the primary, Federal-Mogul changed the 101 soft call protection on its $500 million four-year term loan B and $2.1 billion seven-year term loan C to a period of one year from six months, according to market sources.

Also, the incremental allowance on the term loans was revised to no freebie and unlimited subject to 3.75 times net secured leverage with a $500 million cash cap, from having a $500 million freebie, and the 18 month MFN sunset provision was removed. There is a 50 bps MFN.

Furthermore, restricted payments on both term loans is now a $150 million starter basket plus an available amount builder subject to a minimum ABL availability test and 3.5 times total net leverage, modified from having no total net leverage test, sources said.

Recommitments were due at 5 p.m. ET on Wednesday, sources added.

Federal-Mogul price talk

As before, Federal-Mogul's term loan B is talked at Libor plus 300 bps to 325 bps with a 1% Libor floor and an original issue discount of 993/4, and its term loan C is talked at Libor plus 350 bps to 375 bps with a 1% Libor floor and a discount of 991/2.

Citigroup Global Markets Inc. and Credit Suisse Securities (USA) LLC are the lead banks on the $2.6 billion in covenant-light term loans (B1/B), with Citi the left lead on the term loan B and Credit Suisse the left lead on the term loan C.

Proceeds will be used to refinance the company's existing term loans.

Federal-Mogul is a Southfield, Mich.-based supplier of powertrain and safety technologies.

BRG reworks deal

BRG Sports reduced its seven-year first-lien term loan B to $175 million from $205 million, lifted pricing to Libor plus 550 bps from talk of Libor plus 475 bps to 500 bps, moved the original issue discount to 98 from 99, and revised the call protection to a hard call of 102 in year one and 101 in year two, from 101 soft call protection for one year, according to a market source.

Additionally, the spread on the $105 million eight-year second-lien term loan was raised to Libor plus 925 bps from talk of Libor plus 850 bps to 875 bps, the discount widened to 97½ from 98½ and the call protection was changed to non-callable for one year, then at 102 in year two and 101 in year three, from hard call protection of 102 in year one and 101 in year two, the source said.

Both term loans still have a 1% Libor floor.

BRG getting revolver

Along with the first- and second-lien term loans, BRG Sports' now $430 million senior credit facility also includes a $150 million five-year ABL revolver.

Recommitments are due at 10 a.m. ET on Thursday, the source added.

Morgan Stanley Senior Funding Inc. and J.P. Morgan Securities LLC are leading the deal that will be used with asset sale proceeds to fund the repayment of senior secured notes due in 2016 and a holdco facility.

Upon completion of these transactions, Easton-Bell Sports will be renamed BRG Sports.

BRG is a Van Nuys, Calif.-based designer, developer and marketer of sports equipment, protective products and related accessories.

Aricent revisions emerge

Aricent upsized its seven-year first-lien term loan (Ba3/B+) to $490 million from $480 million and changed the original issue discount 99¼ from 99, while keeping pricing at Libor plus 450 bps with a 1% Libor floor and the 101 soft call protection for one year intact, sources said.

Also, the eight-year second-lien term loan (B3/CCC+) was increased to $200 million from $195 million, while pricing was unchanged at Libor plus 850 bps with a 1% Libor floor and a discount of 99, sources continued. This debt is still callable for one year, then at 103 in year two, 102 in year three and 101 in year four.

The company's now $765 million credit facility also includes a $75 million revolver (Ba3/B+).

Recommitments were due at 2 p.m. ET on Wednesday, sources added.

Citigroup Global Markets Inc. (left on first-lien) and Credit Suisse Securities (USA) LLC (left on second-lien) are leading the deal that will be used by the R&D services and software company to refinance existing debt.

Libbey flexes lower

Libbey Glass reduced pricing on its $440 million seven-year senior secured covenant-light term loan B to Libor plus 300 bps from Libor plus 325 bps, trimmed the Libor floor to 0.75% from 1% and revised the discount to 99¾ from 991/2, a market source remarked. The 101 soft call protection for six months was unchanged.

Recommitments are due at noon ET on Thursday, the source added.

Closing is targeted for April 9.

Citigroup Global Markets Inc., J.P. Morgan Securities LLC, Barclays and Fifth Third Securities Inc. are leading the deal that will be used to refinance senior secured notes.

Currently, the company is tendering for up to $360 million of its 6 7/8% senior secured notes due 2020 in an offer that expires on April 8, and following completion of the tender offer, it intends to redeem the remaining $45 million of the notes.

Libbey is a Toledo, Ohio-based manufacturer of glass tableware.

Telx restructures

Telx Group lifted its six-year first-lien term loan B to $475 million from a revised amount of $450 million, but putting it back at its initial size of $475 million, and cut pricing to Libor plus 350 bps from talk of Libor plus 375 bps to 400 bps, according to a market source.

In addition, the seven-year second-lien term loan was scaled back to $160 million from $185 million and the spread was reduced to Libor plus 650 bps from talk of Libor plus 675 bps to 700 bps, the source said.

As before, the first-lien term loan B has a 1% Libor floor, an original issue discount of 99½ and 101 soft call protection for six months, and the second-lien term loan has a 1% Libor floor, a discount of 99 and hard call protection of 102 in year one and 101 in year two.

The company's $745 million senior secured credit facility also includes a $110 million five-year revolver.

Telx recapitalizing

Proceeds from Telx's credit facility will be used to refinance an existing credit facility, redeem some mezzanine notes and fund a dividend distribution to equity holders - the amount of which was reduced by $25 million upon the earlier downsizing to the total amount of new term loan borrowings.

Commitments were due at 5 p.m. ET on Wednesday, the source added.

Morgan Stanley Senior Funding Inc., Deutsche Bank Securities Inc. and TD Securities (USA) LLC are the joint bookrunners on the deal and joint lead arrangers with RBC Capital Markets.

Closing is expected on April 9.

Telx is a New York-based provider of interconnection and co-location facilities.

Caesars shutting early

Caesars Growth Properties accelerated the commitment deadline on its $1,325,000,000 senior secured credit facility (B2/B+/BB-) to 5 p.m. ET on Friday from Tuesday, according to a market source.

The facility consists of a $150 million revolver, and a $1,175,000,000 seven-year first-lien term loan talked at Libor plus 575 bps with a 1% Libor floor, an original issue discount of 99 and call protection of non-callable for one year, then at 101 in year two.

Credit Suisse Securities (USA) LLC, Citigroup Global Markets Inc., Deutsche Bank Securities Inc., UBS Securities LLC, J.P. Morgan Securities LLC, Morgan Stanley Senior Funding Inc., Macquarie Capital and Nomura are leading the deal.

Caesars buying properties

Proceeds from Caesars Growth Properties' credit facility and notes will be used to fund the acquisition of Bally's Las Vegas, the Cromwell, the Quad Resort & Casino and Harrah's New Orleans from Caesars Entertainment Corp. for $2.2 billion, and to refinance Planet Hollywood Resort & Casino's existing debt.

Closing is expected in the second quarter, subject to certain conditions, including the receipt of required regulatory approvals.

Caesars Growth Partners is a Las Vegas-based casino asset and entertainment company.

WideOpenWest pulled

WideOpenWest withdrew its $1,973,000,000 of term loans from market that were going to reprice an existing term loan B from Libor plus 375 bps with a 1% Libor floor and an existing term loan B-1 from Libor plus 300 bps with a 0.75% Libor floor, according to sources.

The pulled deal consisted of a $1,549,000,000 term loan B due April 2019 talked at Libor plus 300 bps to 325 bps with a 0.75% Libor floor and a par offer price, and a $424 million term loan B-2 due July 2017 talked at Libor plus 275 bps to 300 bps with no Libor floor and a par offer price. Both tranches had 101 soft call protection for six months.

J.P. Morgan Securities LLC was leading the deal for the Denver-based provider of residential and commercial high-speed internet, cable television and telephone services.

ClubCorp reveals talk

In more primary happenings, ClubCorp came out with talk of Libor plus 300 bps with a 1% Libor floor, an original issue discount of 99½ and 101 soft call protection for six months on its $300 million add-on covenant-light term loan B (B1/B+) due July 24, 2020 shortly before its afternoon lender call kicked off, according to a market source.

The spread and floor on the add-on match the existing term loan.

Commitments are due at 4 p.m. ET on Monday, allocations are expected on Tuesday and closing is targeted for later that week, the source said.

Citigroup Global Markets Inc. is leading the deal that will be used to redeem about $270 million of the company's 10% senior notes due in 2018.

ClubCorp is a Dallas-based owner and operator of golf courses, country clubs, private business and sports clubs, and resorts.

Datapipe sets guidance

Datapipe held its call, launching its $225 million five-year first-lien term loan, which includes a $25 million add-on, at Libor plus 375 bps to 400 bps with a 1% Libor floor, an original issue discount of 99½ on the add-on, a par offer price on the existing, and 101 soft call protection for six months, according to a market source.

Also, the $85 million 51/2-year second-lien term loan was launched at Libor plus 675 bps to 700 bps with a 1% Libor floor, a par offer price and hard call protection of 101 for one year, the source said.

And, the $55 million four-year first-lien revolver, which includes a $15 million add-on, was launched at Libor plus 350 bps to 375 bps with no floor, a discount of 99¼ on the add-on and a par offer price on the existing.

The Jersey City, N.J.-based IT services company is asking for commitments for the $365 million senior secured credit facility by April 9 and expects to close on the deal on April 11, the source added.

Morgan Stanley Senior Funding Inc. and TD Securities (USA) LLC leading the deal that will be used to refinance revolver debt, reprice the existing first- and second-lien term loans and for general corporate purposes.

High Liner pricing surfaces

High Liner Foods disclosed talk of Libor plus 300 bps to 325 bps with a 1% Libor floor, an original issue discount of 99½ and 101 soft call protection for six months on its $300 million seven-year term loan B that launched with a bank meeting during the session, a source said.

The company's $480 million credit facility also includes a $180 million five-year ABL revolver.

Commitments are due on April 16, the source added.

RBC Capital Markets is leading the deal that will be used to refinance existing debt.

High Liner is a Lunenburg, N.S.-based processor and marketer of frozen seafoods and pasta.

Institutional Shareholder on deck

Institutional Shareholder Services set a bank meeting in New York for Tuesday to launch a $260 million credit facility, according to a market source.

The facility consists of a $20 million revolver, a $167 million first-lien term loan B and a $73 million second-lien term loan, the source said.

GE Capital Markets and SunTrust Robinson Humphrey Inc. are leading the deal that will be used with equity to fund the $364 million buyout of the company by Vestar Capital Partners from MSCI Inc.

Closing is expected in the second quarter, subject to customary conditions.

Institutional Shareholder Services is a provider of corporate governance services to the financial community.

Energy Transfer readies loan

Energy Transfer Equity scheduled a call for 2 p.m. ET on Thursday to launch a fungible $400 million first-lien tack-on term loan due December 2019, according to a market source.

Like the existing loan, the tack-on loan is priced at Libor plus 250 bps with a 0.75% Libor floor and has 101 soft call protection through June 2014, the source said, adding the original issue discount talk is still to be determined.

Commitments are due on April 10.

Credit Suisse Securities (USA) LLC is leading the deal that will be used to repay revolver debt and for general corporate purposes.

Energy Transfer is a Dallas-based midstream oil and gas company.

Potpourri coming soon

Potpourri Group will hold a bank meeting on Thursday to launch a $188 million credit facility, according to a market source.

The facility consists of a $25 million revolver and a $163 million term loan, the source said.

GE Capital Markets is leading the deal that will be used to refinance existing debt and fund a dividend.

Potpourri is a N. Billerica, Mass.-based multi-title catalog company offering products in home decor, casual apparel, gifts and unique accessories.

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