Gentiva Health, Renaissance Learning, Insight Global, Utility Services, Sinclair break

By Sara Rosenberg

New York, Oct. 16 - Gentiva Health Services Inc.'s credit facility made its way into the secondary market on Wednesday with the term loans seen above their original issue discount prices, and Renaissance Learning Inc., Insight Global (IG Investment Holdings LLC), Utility Services Associates Inc. and Sinclair Television Group Inc. broke, too.

Over in the primary, Neiman Marcus Group Ltd. Inc. lifted the spread on its term loan and extended the call protection, and Progressive Solutions (P2 Lower Acquisition LLC) flexed pricing higher and sweetened call premiums on its first- and second-lien loan tranches.

Also, Systems Maintenance Services revised original issue discounts on its first- and second-lien term loans and added a pricing step-down to the first-lien tranche, and Exopack Holding Corp. downsized its term loan B.

Furthermore, Akorn Inc., Navios Maritime Partners LP and Colfax Corp. released talk with launch, and Bennu Oil & Gas LLC joined this week's calendar.

Gentiva hits secondary

Gentiva's credit facility freed up for trading on Wednesday, with the $670 million six-year term loan B quoted at 99¼ bid, 99¾ offered and the $155 million five-year term loan C quoted at 99¾ bid, par ½ offered, according to a market source.

Pricing on the B loan is Libor plus 525 basis points with a 1.25% Libor floor and it was sold at an original issue discount of 99. There is 101 soft call protection for one year.

The C loan is priced at Libor plus 450 bps with a 1.25% Libor floor and was sold at a discount of 991/2. This tranche also has 101 soft call protection for one year.

Last week, the term loan B was upsized from $655 million while pricing was lifted from talk of Libor plus 450 bps to 475 bps, and the term loan C was downsized from $200 million while pricing was flexed from talk in the Libor plus 400 bps area. In addition, both term loans saw the Libor floor widen from 1% and the call protection extended from six months.

The company's $925 million senior secured credit facility (B2/B) also includes a $100 million revolver.

Gentiva lead banks

Barclays, Bank of America Merrill Lynch, GE Capital Markets, Morgan Stanley Senior Funding Inc. and SunTrust Robinson Humphrey Inc. are leading Gentiva's credit facility.

Proceeds will be used to help fund the roughly $408.8 million acquisition of Harden Healthcare Holdings Inc., consisting of $355 million in cash and around $53.8 million of Gentiva common stock, and to refinance existing debt.

The company is also using cash on hand to fund the transaction, and the amount of that cash was increased by $30 million as a result of the recent reduction in the total term loan borrowings.

Closing is expected this month, subject to customary conditions.

Gentiva is an Atlanta-based provider of home health and hospice services. Harden is an Austin, Texas-based provider of home health, hospice and community care services.

Renaissance frees up

Renaissance Learning's credit facility also emerged in the secondary market, with the $328 million seven-year first-lien term loan (B1/B+) quoted at par bid, par ½ offered and the $127 million 71/2-year second-lien term loan (Caa1/CCC+) quoted at par ½ bid, 101½ offered, according to a trader.

Pricing on the first-lien term loan is Libor plus 400 bps with a 1% Libor floor and it was sold at an original issue discount of 99. There is 101 soft call protection for six months.

The second-lien term loan is priced at Libor plus 775 bps with a 1% Libor floor and was sold at a discount of 981/2. This tranche has call protection of 102 in year one and 101 in year two.

Recently, the first-lien term loan was upsized from $310 million while pricing was set at the tight end of the Libor plus 400 bps to 425 bps talk, and the second-lien loan was lifted from $120 million and pricing was cut from talk of Libor plus 800 bps to 825 bps.

The company's $475 million credit facility also includes a $20 million five-year revolver (B1/B+).

RBC Capital Markets LLC and BMO Capital Markets Corp. are leading the deal that will refinance existing debt and fund a dividend, the size of which was increased due to the term loan upsizings.

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

Insight Global breaks

Insight Global's $428 million first-lien covenant-light term loan due October 2019 began trading too, with levels quoted at par ¼ bid, par ¾ offered, a market source said.

Pricing on the term loan is Libor plus 425 bps with a 1% Libor floor. The $130 million of tack-on debt was sold at a discount of 99 and the $298 million of repriced debt was issued at par. There is 101 soft call protection for one year.

During syndication, pricing on the tack-on loan was reduced from Libor plus 475 bps, the floor was trimmed from 1.25%, plans to reprice the existing $298 million term loan from Libor plus 475 bps with a 1.25% floor were added, and the soft call protection on all of the debt was revised from an expiration date of October 2013.

Credit Suisse Securities (USA) LLC, Bank of America Merrill Lynch, RBC Capital Markets LLC and Wells Fargo Securities LLC are the lead banks on the deal.

Proceeds from the tack-on loan will be used to refinance an existing second-lien term loan.

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

Utility Services trading

Another deal to hit the secondary was Utility Services Associates', with its $185 million first-lien term loan seen at 99¼ bid, par offered, according to a trader.

Pricing on the term loan is Libor plus 575 bps with a 1% Libor floor and it was sold at an original issue discount of 99. There is 101 soft call protection for one year.

Recently, pricing on the loan was lifted from talk of Libor plus 475 bps to 500 bps, the soft call protection was extended from six months, a net total leverage covenant was added and the excess cash flow sweep was modified.

The company's $215 million credit facility (B+) also includes a $30 million revolver.

RBC Capital Markets, BNP Paribas Securities Corp. and Macquarie are leading the deal that will be used to help fund the buyout of the company by First Reserve.

Closing is expected by year-end.

Utility Services Associates is a provider of critical outsourced services for power transmission, distribution and substation infrastructure.

Sinclair tops OID

Sinclair Television's term loans broke as well, with the $250 million add-on term loan B due April 2020 quoted at 98¾ bid, 99¼ offered, a source remarked.

Pricing on the B loan is Libor plus 225 bps with a 0.75% Libor floor and it was sold at an original issue discount of 981/2. There is 101 soft call protection for six months.

During syndication, the term B was increased from a revised amount of up to $200 million but decreased from an original amount of $1 billion, the discount firmed at the wide end of the 98½ to 99 talk and plans for the debt to be delayed-draw were terminated.

The company is also getting a $200 million add-on delayed-draw term loan A due April 2018 priced at Libor plus 225 bps and sold at an original issue discount of 991/2.

J.P. Morgan Securities LLC is leading the transaction that will be used with $350 million of senior notes to fund the redemption of $500 million 9¼% senior secured second-lien notes due 2017.

Sinclair is a Hunt Valley, Md., television broadcasting company.

BWIC announced

In other trading news, a roughly $183.5 million Bid Wanted In Competition surfaced, with market players asked to get their bids in by 11 a.m. ET on Thursday, a trader said.

Some of the names in the portfolio include Alere Inc., Calpine Corp., Delta Air Lines inc., Federal-Mogul Corp., HD Supply Inc., Laureate Education Inc., Party City Holdings Inc., SunGard Data Systems Inc. and West Corp.

There are about 54 issuers in the portfolio.

Neiman changes emerge

Moving to the primary, Neiman Marcus raised pricing on its $2.95 billion seven-year first-lien covenant-light senior secured term loan (B2/B) to Libor plus 400 bps from talk of Libor plus 350 bps to 375 bps, pushed out the 101 soft call protection to one year from six months and set the MFN protection for life, removing plans for an 18-month sunset provision, according to a market source.

As before, the term loan has a 1% Libor floor and an original issue discount of 99.

Commitments were due at 4 p.m. ET on Wednesday, the source added.

The company's $3.75 billion credit facility also includes an $800 million five-year ABL revolver with pricing ranging from Libor plus 125 bps to 175 bps based on utilization.

Credit Suisse Securities (USA) LLC, RBC Capital Markets LLC, Deutsche Bank Securities Inc., Goldman Sachs Bank USA and Morgan Stanley Senior Funding Inc. are the bookrunners on the term loan, and Deutsche Bank, Credit Suisse, RBC, Bank of America Merrill Lynch, GE Capital Markets, J.P. Morgan Securities LLC, Wells Fargo Securities LLC, BMO Capital Markets Corp., SunTrust Robinson Humphrey Inc. and UBS Securities LLC are the bookrunners on the revolver.

Neiman being acquired

Proceeds from Neiman's credit facility, $1.56 billion of senior notes, about $1.6 billion of equity and $62 million in cash on hand will fund its buyout by Ares Management LLC and Canada Pension Plan Investment Board from TPG and Warburg Pincus for $6 billion.

The purchase price includes plans to repay all amounts outstanding under the company's existing credit facility, however, the company's 7 1/8% senior debentures due 2028 are expected to remain outstanding after the buyout is completed.

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

Neiman Marcus is a Dallas-based luxury retailer.

Progressive reworked

Progressive Solutions increased pricing on its $490 million seven-year first-lien covenant-light term loan (B1/B) to Libor plus 450 bps from talk of Libor plus 375 bps to 400 bps and pushed out the 101 soft call protection to one year from six months, according to a market source.

Also, pricing on the $160 million eight-year covenant-light second-lien term loan (Caa1/CCC+) was sweetened to Libor plus 850 bps from talk of Libor plus 775 bps to 800 bps and the call protection was changed to 103 in year one, 102 in year two and 101 in year three from 102 in year one and 101 in year two, the source said.

In addition, the incurrence test for restricted payments for dividends or distributions was trimmed to 3.0 times first-lien net leverage from 3.25 times, the incremental amount not subject to a leverage test was reduced to $100 million from $125 million, the MFN sunset provision was removed and an aggregate cap was added on cost savings and synergies in the definition of consolidated EBITDA after year one of 20% of consolidated EBITDA, the source continued.

Both term loans still have a 1% Libor floor and an original issue discount of 99.

Progressive getting revolver

Along with the term loans, Progressive Solutions' $700 million credit facility provides for a $50 million five-year revolver (B1/B).

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

Credit Suisse Securities (USA) LLC, Bank of America Merrill Lynch, Deutsche Bank Securities Inc. and MCS Capital Markets are leading the deal that will be used to help fund the merger of Progressive Solutions and PMSI Holdings Corp.

Progressive Solutions is a pharmacy benefit manager for workers compensation.

Exopack trims size

Exopack reduced its 51/2-year term loan B (B) to $675 million from $750 million and increased its bond offering to $325 million from $250 million, according to sources.

Price talk remained at Libor plus 450 bps to 475 bps on the U.S. piece of the B loan and the euro portion is talked 50 bps wide of the U.S. piece. Both tranches have a 1% floor, an original issue discount of 99 and 101 soft call protection for one year.

The breakdown between how much of the B loan will be U.S. dollars and how much will be euros is still to be determined.

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

Exopack is a Chicago-based manufacturer of plastic packaging products.

Systems Maintenance revised

Systems Maintenance Services moved the original issue discount on its $160 million first-lien term loan B to 99½ from 99 and added a pricing step-down to Libor plus 400 bps based on leverage, a market source said. Opening pricing is still Libor plus 425 bps with a 1% Libor floor.

Meanwhile, the discount on the $60 million second-lien term loan was modified to 99 from 981/2, the source remarked. Pricing is still Libor plus 825 bps with a 1% Libor floor and there is still call protection of 103 in year one, 102 in year two and 101 in year three.

The $240 million credit facility also includes a $20 million revolver.

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

Systems Maintenance Services is a Charlotte, N.C.-based provider of managed IT asset lifecycle support services.

Akorn sets talk

Also on the primary front, Akorn held its bank meeting on Wednesday, launching its $600 million seven-year covenant-light term loan (B1/B+) with talk of Libor plus 350 bps to 375 bps with a 1% Libor floor, an original issue discount of 99 and 101 soft call protection for six months, according to a source.

By comparison, filings with the Securities and Exchange Commission had expected term loan pricing at Libor plus 325 bps with a 1% Libor floor.

The company's $675 million senior secured deal also includes a $75 million five-year ABL revolver, which earlier SEC filings said would be priced at Libor plus 150 bps with a 25 bps unused fee.

J.P. Morgan Securities LLC and Deutsche Bank Securities Inc. are leading the deal that, along with assumed cash, will fund the acquisition of Hi-Tech Pharmacal Co. Inc. for $43.50 per share, or about $640 million, and for working capital and other corporate purposes.

Closing is targeted for the first quarter of 2014, subject to termination of the waiting period under the provisions of the Hart-Scott-Rodino Antitrust Improvements Act of 1976.

Akorn is a Lake Forest, Ill.-based niche pharmaceutical company. Hi-Tech is an Amityville, N.Y.-based specialty pharmaceutical company.

Navios holds call

Navios Maritime Partners announced in the morning plans to hold a call at 11 a.m. ET to launch a new fungible $182.5 million add-on term loan B due June 27, 2018, and after the call took place, price talk on the deal emerged, according to a market source.

The add-on loan is talked at Libor plus 425 bps with a 1% Libor floor and an offer price of 99 to par, and includes hard call protection of 102 through June 2014 and 101 for one year thereafter, the source said.

The spread and floor on the add-on matches existing term loan B pricing.

Morgan Stanley Senior Funding Inc., J.P. Morgan Securities LLC and Citigroup Global Markets Inc. are leading the deal that will be used to fund the acquisition of five container vessels.

Commitments are due on Friday and closing is targeted for Nov. 1, the source added.

Navios is a Piraeus, Greece-based owner and operator of tanker vessels.

Colfax reveals terms

Colfax launched its amendment and extension on during the session, under which it is looking to reduce pricing on its term loans A-1 and A-2 down to Libor plus 175 basis points from Libor plus 200 bps, and its A-3 and A-4 loans down to Euribor plus 200 bps from Euribor plus 275 bps, a source said.

The company is also to extend the maturity on its revolver, $408.7 million term loan A-1, $380 million term loan A-2, €157.6 million term loan A-3 and €105.3 million term loan A-4 to 2018 from 2017.

Additionally, the company wants to upsize its U.S. revolver to $500 million from $300 million and use those funds to pay down $200 million of its term loan B.

Deutsche Bank Securities Inc. is the left lead on the deal.

Colfax is a Fulton, Md.-based designer, manufacturer and marketer of fluid-handling products to commercial marine, oil and gas, power generation, defense and general industrial sectors.

Bennu readies loan

Bennu Oil & Gas set a bank meeting for 10:30 a.m. ET in New York on Friday to launch a $350 million five-year second-lien term loan that is talked at Libor plus 1,000 bps with a 1.25% Libor floor and an original issue discount of 97, according to a market source.

The loan is callable at par for six months, then non-callable for one year, at 102 for the next year and at 101 for the following year.

Commitments are due on Oct. 25, the source remarked.

Credit Suisse Securities (USA) LLC is leading the deal that will be used to fund the company's exit from bankruptcy and for general corporate purposes.

Bennu is an oil and gas exploration and production company in the Gulf of Mexico.

CityCenter closes

In more happenings, CityCenter Holdings LLC completed its $1,775,000,000 senior secured credit facility (B3/B+) that consists of a $75 million revolver and a $1.7 billion term loan B, a news release said.

Pricing on the B loan is Libor plus 400 bps with a 1% Libor floor and it was sold at an original issue discount of 99. There is 101 soft call protection for six months.

Bank of America Merrill Lynch, Barclays, BNP Paribas Securities Corp., SMBC Nikko Capital Markets and UBS Investment Bank led the deal that was used to refinance existing debt.

CityCenter, a 50/50 joint venture between MGM Resorts International and Infinity World, is the owner and operator a mixed-use development located on the Las Vegas Strip.

TMS buyout wraps

The purchase of TMS International Corp. by certain members of the Pritzker family for $17.50 per share in a transaction valued at about $1 billion, including refinanced third-party debt, has closed, according to a news release.

For the transaction, TMS got a new $600 million credit facility that includes a $175 million asset-based revolver and a $425 million term loan B due October 2020.

Pricing on the B loan 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 six months.

During syndication, the term loan B was upsized from $400 million as the company's bond offering was downsized to $275 million from $300 million, the spread was cuts from Libor plus 375 bps and the call protection was shortened from one year.

J.P. Morgan Securities LLC and Goldman Sachs Bank USA led the deal.

TMS is a Glassport, Pa.-based provider of outsourced industrial services to steel mills.

TriMas completes refi

TriMas Corp. closed on its $750 million five-year senior secured credit facility that was used to refinance an existing $250 million revolver, $200 million term loan A and $200 million term loan B, a news release said.

The new facility consists of a $575 million revolver and a $175 million term loan A, both initially priced at Libor plus 162.5 bps. Pricing can range from Libor plus 137.5 bps to 212.5 bps based on leverage.

J.P. Morgan Securities LLC, Bank of America Merrill Lynch and Wells Fargo Securities LLC led the deal.

TriMas is a Bloomfield Hills, Mich.-based manufacturer of applied and engineered products.

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