Rocket Software, Harbortouch, Intrawest Operations break; Confie Seguros reveals changes

By Sara Rosenberg

New York, Oct. 11 – Rocket Software Inc.’s credit facility made its way into the secondary market on Tuesday, with the first-lien term loan quoted above par and the second-lien term loan bid in line with its original issue discount, and Intrawest Operations Group LLC’s repriced term loan began trading too.

Also, Harbortouch LLC moved funds between its term loans, increased pricing and modified the issue price on its second-lien tranche, and then it freed to trade as well.

In more happenings, Confie Seguros Holding II Co. upsized its first-lien term loan B, widened the spread and extended the call protection, Pro Mach Inc. and Husky Injection Molding Systems Ltd. released talk with launch, and SFR Group came to market with a refinancing transaction.

Furthermore, Sage Automotive Holdings Inc., Genoa, A QoL Healthcare Co. LLC, Berlin Packaging LLC, Applied Systems Inc., Surgical Care Affiliates Inc., Mitchell International Inc. and Horizon Pharma plc joined this week’s primary calendar.

Rocket starts trading

Rocket Software’s credit facility freed up for trading on Tuesday, with the $675 million seven-year covenant-light first-lien term loan quoted at 100¼ bid, 100¾ offered and the $195 million eight-year covenant-light second-lien term loan quoted at 98 bid, par offered, according to a market source.

Pricing on the first-lien term loan is Libor plus 425 basis points with a 1% Libor floor, and it was sold at an original issue discount of 99. The debt has 101 soft call protection for six months.

The second-lien term loan is priced at Libor plus 950 bps with a 1% Libor floor, and was issued at a discount of 98. This tranche has call protection of 102 in year one and 101 in year two.

Last week, the first-lien term loan was upsized from $630 million while the spread was cut from talk of Libor plus 450 bps to 475 bps, and the second-lien term loan was downsized from $215 million with the spread firming at the high end of the Libor plus 925 bps to 950 bps talk.

Rocket getting revolver

In addition to the first- and second-lien term loans, Rocket Software’s $905 million credit facility includes a $35 million revolver.

Credit Suisse Securities (USA) LLC and Morgan Stanley Senior Funding Inc. are leading the deal.

Proceeds will be used to refinance existing debt, to pay a shareholder distribution and to finance an acquisition.

Rocket Software is a Waltham, Mass.-based software development firm.

Intrawest hits secondary

Intrawest’s $554.5 million covenant-light term loan B due December 2020 began trading too, with levels seen at 100¼ bid, 100¾ offered, a source remarked.

Pricing on the term loan B is Libor plus 350 bps with a 1% Libor floor, and it was issued at par. The debt has 101 soft call protection for six months.

Deutsche Bank Securities Inc., Goldman Sachs Bank USA, Bank of America Merrill Lynch and Credit Suisse Securities (USA) LLC are leading the deal that will reprice an existing term loan B down from Libor plus 400 bps with a 1% Libor floor.

Intrawest is a Denver-based mountain resort, adventure and real estate company.

Harbortouch revised, breaks

Harbortouch lifted its seven-year first-lien term loan (B1/B+) to $260 million from $250 million and left pricing at Libor plus 475 bps with a 1% Libor floor and an original issue discount of 99, a market source remarked. This tranche still has 101 soft call protection for six months.

On the flip side, the company’s eight-year second-lien term loan (Caa1/CCC+) was trimmed to $90 million from $100 million, pricing was flexed to Libor plus 950 bps from Libor plus 925 bps, and the original issue discount was changed to 98 from 98.5, the source continued. The loan continues to have a 1% Libor floor and call protection of 102 in year one and 101 in year two.

The company’s $370 million credit facility also includes a $20 million revolver (B1/B+).

Commitments were due at 2 p.m. ET, and then the debt broke for trading, with the first-lien term loan quoted at par bid, 100½ offered and the second-lien term loan quoted at 99 bid, par offered, another source added.

Credit Suisse Securities (USA) LLC and Citizens Bank are leading the deal that will be used to refinance existing debt and to fund a shareholder distribution.

Harbortouch is an Allentown, Pa.-based independent merchant acquirer and payment solutions provider.

BWICs announced

Also in trading, a $262 million Bid Wanted in Competition emerged, with bids due at 11 a.m. ET on Thursday, and a $240 million BWIC was announced, with bids due at noon ET on Thursday, according to traders.

Some of the names in the $262 million BWIC include AMC Entertainment Inc., Catalent Pharma Solutions Inc., Evertec Inc., First Data Corp., Novelis Inc., Rexnord LLC, Valeant Pharmaceuticals International Inc. and Walter Investment Management Corp. There are about 79 issuers in the portfolio.

The $240 million BWIC includes such names as Academy Ltd., Avaya Inc., Dell International LLC, Envision healthcare Corp., Jaguar Holding Co. II, Novelis Inc., Tribune Co., West Corp. and Zekelman Industries Inc. There are about 103 in the portfolio, traders added.

Confie reworks deal

Back in the primary market, Confie Seguros raised its 5.5-year first-lien term loan B (B2/B) to $665 million from $590 million, lifted pricing to Libor plus 475 bps from talk of Libor plus 425 bps to 450 bps, extended the 101 soft call protection to one year from six months and removed the MFN sunset, according to a market source.

Furthermore, a springing maturity was added to the term loan B to six months ahead of the second-lien term loan if the second-lien loan is still outstanding by November 2018, the first-lien incremental unlimited prong was revised to 4.25 times first-lien net leverage from 4 times, and the financial covenant was set at 5.75 times with a step-down to 5.5 times after 18 months, the source said.

The term loan B still has a 1% Libor floor and an original issue discount of 99.

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

RBC Capital Markets LLC, Antares, Goldman Sachs Bank USA and Barclays are leading the deal.

Confie cancels bonds

Along with the term loan changes, it was revealed that Confie Seguros decided not to proceed with an opportunistic $350 million six-year unsecured notes offering.

Proceeds from the new term loan B will be used to refinance an existing $547.6 million first-lien term loan and an $89.8 million first-lien term loan B-1, and, due to the upsizing, to repay $15.3 million in revolver borrowings.

Initially the company was also planning on refinancing its existing $261.4 million second-lien term loan, but now that debt will stay in place because of the cancellation of the bond offering.

The source explained that the bonds were pulled as a result of a less attractive rate dynamic than anticipated coupled with the 101 prepayment penalty on the second-lien loan.

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

Confie Seguros, an ABRY Partners portfolio company, is a Buena Park, Calif.-based personal lines insurance broker.

Pro Mach sets talk

Pro Mach came out with talk of Libor plus 375 bps with a 1% Libor floor, an original issue discount of 99 to 99.5 and 101 soft call protection for six months on its $160 million senior secured add-on first-lien term loan B (B2/B-) due October 2021 that launched with a lender call in the morning, according to a market source.

Of the total add-on amount, $50 million is a delayed-draw tranche with an undrawn fee of 187.5 bps per annum and availability of 12 months, subject to 4.5 times pro forma leverage, the source said.

Commitments are due on Oct. 18.

Goldman Sachs Bank USA and Antares Capital are leading the deal that will be used for opportunistic acquisitions and to refinance existing second-lien debt.

Pro Mach is a Covington, Ky.-based provider of packaging machinery solutions and related aftermarket products serving the food, beverage, pharmaceutical and consumer packaged goods companies.

Husky discloses guidance

Husky Injection Molding Systems held its lender call, launching its $160 million senior secured add-on first-lien term loan B (B2/B) due June 30, 2021 with talk of Libor plus 325 bps with a 1% Libor floor and an original issue discount of 99 to 99.5, a market source said.

The add-on and the existing term loan B are getting 101 soft call protection for six months.

Commitments are due on Oct. 18, the source added.

Goldman Sachs Bank USA, TD Securities (USA) LLC, Barclays, Morgan Stanley Senior Funding Inc. and RBC Capital Markets LLC are leading the deal that will be used to repay second-lien borrowings.

Husky is a Bolton, Ont.-based supplier of injection molding equipment and services to the plastics industry.

SFR holds call

SFR Group emerged early with plans to hold a lender call at 11 a.m. ET to launch a $1.89 billion covenant-light term loan due January 2025 and a €500 million covenant-light term loan due January 2025, according to a market source.

The term loans are talked at Libor/Euribor plus 300 bps to 325 bps with a 0.75% floor, an original issue discount of 99.75 and 101 soft call protection for six months, the source said.

Commitments are due at 5 p.m. ET on Thursday.

Credit Suisse Securities (USA) LLC, Credit Agricole CIB, Natixis and Societe Generale are the bookrunners on the U.S. term loan, and BNP Paribas Securities Corp is the bookrunner on the euro term loan.

SFR, a France-based provider of television, internet, telephone, video on demand and mobile services, will use the new term loans to refinance existing debt.

Sage readies loan

In more primary news, Sage Automotive set a bank meeting for 2:30 p.m. ET in New York on Thursday to launch a $310 million six-year first-lien term loan that is talked with a 1% Libor floor and 101 soft call protection for six months, a market source said.

Spread and original issue discount guidance on the loan is not yet available, the source added.

UBS Investment Bank is the left lead on the deal that will be used to refinance existing debt and pay a dividend.

Sage Automotive, a Clearlake Capital Group portfolio company, is a Greenville, S.C.-based supplier of specialty designed, high-performance textiles and premium fabrics to the automotive industry.

Genoa recapitalizing

Genoa will hold a bank meeting at 10 a.m. ET in New York on Thursday to launch an $830 million credit facility that will be used to refinance existing debt and fund a dividend to shareholders, according to a market source.

The facility consists of a $50 million revolver, a $600 million seven-year first-lien term loan with a 1% Libor floor and 101 soft call protection for six months, and a $180 million eight-year second-lien term loan with a 1% Libor floor and call protection of 102 in year one and 101 in year two, the source said.

Commitments are due at 5 p.m. ET on Oct. 25.

Credit Suisse Securities (USA) LLC is leading the deal.

Genoa is a Tukwila, Wash.-based provider of mental health pharmacy services.

Berlin plans deal

Berlin Packaging scheduled a lender call for 1 p.m. ET on Thursday to launch a $190 million incremental covenant-light term loan B due October 2021 talked at Libor plus 350 bps with a 1% Libor floor and an original issue discount that is still to be determined, according to a market source.

Deutsche Bank Securities Inc. and Morgan Stanley Senior Funding Inc. are leading the deal that will be used to fund the acquisition of Bruni Glass.

Berlin Packaging is a Chicago-based hybrid packaging supplier. Bruni is an Italy-based a distributor of glass containers, bottles and special glass packaging.

Applied Systems on deck

Applied Systems will hold a lender call at noon ET on Thursday to launch a fungible $150 million add-on first-lien term loan, a market source remarked.

The add-on term loan is priced at Libor plus 325 bps with a 1% Libor floor, in line with the existing first-lien term loan, and original issue discount talk still to be determined, the source added.

Jefferies Finance LLC is leading the deal that will be used to fund a distribution of capital to shareholders.

Applied Systems is a University Park, Ill.-based provider of software for the insurance industry.

Surgical Care coming soon

Surgical Care Affiliates scheduled a lender call for Thursday to launch a $594.4 million term loan talked at Libor plus 275 bps to 300 bps with a 1% Libor floor and 101 soft call protection for six months, according to sources.

The term loan includes $444.4 million that is offered at par and will be used to refinance/reprice an existing $444.4 million term loan and $150 million of incremental debt that is talked with an original issue discount of 99 to 99.5 and will be used to fund ordinary course investments in ambulatory surgery centers and surgical hospitals and for working capital and other general corporate purposes, sources said.

J.P. Morgan Securities LLC is leading the deal, which is expected to close before the end of this month.

Surgical Care is a Deerfield, Ill.-based operator of surgical facilities.

Mitchell joins calendar

Mitchell International surfaced with plans to hold a lender call at 10:30 a.m. ET on Thursday to launch a fungible $50 million add-on first-lien term loan, a market source said.

Jefferies Finance LLC is leading the deal that will be used to fund some small acquisitions and add cash to the balance sheet.

Mitchell is a San Diego-based provider of technology, connectivity and information solutions to the property and casualty claims and collision repair industries.

Horizon Pharma meeting

Horizon Pharma set a lender meeting for Thursday to launch a new loan deal led by Bank of America Merrill Lynch, J.P. Morgan Securities LLC, Jefferies Finance LLC, Citigroup Global Markets Inc. and Cowen and Co., according to a market source.

Last month, the company said it received a commitment for a $675 million senior secured covenant-light incremental term loan to help fund its acquisition of Raptor Pharmaceutical Corp. for $9.00 per share in cash, for an implied fully diluted equity value of about $800 million.

Closing is expected in the fourth quarter, subject to the satisfaction of customary conditions and regulatory approvals, including antitrust approval in the United States.

Horizon Pharma is a Dublin-based biopharmaceutical company. Raptor is a Novato, Calif.-based biopharmaceutical company.

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