Confie Seguros, Platform Specialty, Guggenheim Partners, ConvergeOne, Lions Gate break

By Sara Rosenberg

New York, Oct. 13 – Deals from Confie Seguros Holding II Co., Platform Specialty Products Corp. (MacDermid Inc.), Guggenheim Partners Investment Management Holdings and ConvergeOne Holdings Corp. all freed up for trading on Thursday.

And, Lions Gate Entertainment Corp. upsized its term loan B, reduced the spread, tightened the original issue discount and extended the call protection, and then it too made its way into the secondary market.

In more happenings, Ancestry.com Operations Inc. set the spread on its first-lien term loan B at the low end of guidance while sweetening the call protection, and cut pricing and modified the issue price on its second-lien term loan, and Jeld-Wen Inc. trimmed pricing and modified the leverage-based step-down on its term loan.

Additionally, ConvaTec Healthcare Inc. reduced the size of its term loan B and reverse flexed pricing, and upsized its U.S. and euro term loan A tranches, and Energy Future Intermediate Holding Co. LLC tightened the amendment fee/new money original issue discount on its extended and upsized debtor-in-possession term loan.

Furthermore, Rackspace Hosting Inc., Genoa, A QoL Healthcare Co. LLC, Sage Automotive Holdings Inc., Digital Room Inc., Horizon Pharma plc, Berlin Packaging LLC, Applied Systems Inc., Deluxe Entertainment Services Group Inc. and Mitchell International Inc. revealed price talk with launch.

Confie hits secondary

Confie Seguros’ $665 million 5.5-year first-lien term loan B (B2/B) broke for trading on Thursday, with levels quoted at 99¼ bid, par offered, according to a trader.

Pricing on the term loan B is Libor plus 475 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 one year.

On Tuesday, the term loan B was upsized from $590 million, pricing was raised from talk of Libor plus 425 bps to 450 bps, the call protection was extended from six months, the MFN sunset was removed, a springing maturity was added 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.

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

Confie refinancing

Proceeds from Confie Seguros’ 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 recent upsizing, to repay $15.3 million of revolver borrowings.

Initially the company was also planning on issuing $350 million of six-year unsecured notes and refinancing its existing $261.4 million second-lien term loan, but the decision was made on Tuesday not to proceed with the bonds/second-lien repayment 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.

Platform frees up

Platform Specialty Products’ bank debt emerged in the secondary market too, with the $1,475,000,000 U.S. dollar seven-year term loan B-4 quoted at par bid, 100½ offered on the break, one trader remarked, with a second trader adding that the debt then moved up to 100 3/8 bid, 100 7/8 offered.

Pricing on the U.S. term loan B is Libor plus 400 bps with a 1% Libor floor, and it was sold at an original issue discount of 99.5. The debt has 101 soft call protection for six months.

The company is also getting a €433 million seven-year term loan B priced at Euribor plus 375 bps with a 1% floor, and issued at a discount of 99.75. This tranche also has 101 soft call protection for six months.

During syndication, the U.S. term loan B was downsized from a revised amount of $1,530,325,000 and an initial size of $1,647,000,000, and the euro term loan B was upsized from a revised amount of €383.5 million and an initial amount of about €282 million.

Also during syndication, pricing on the euro term loan was lowered from Euribor plus 400 bps, and the discount was revised from 99.5, and a springing maturity was added to the credit agreement under which if the company’s 6½% senior notes due 2022 have not been prepaid or redeemed in full on or before Nov. 2, 2021, then the term loans will be fully due and payable on that date.

Platform repaying loans

Proceeds from Platform Specialty’s term loans will be used with balance sheet cash to refinance its existing senior secured U.S. term loan B-1, U.S. term loan B-2 and euro term loan C-1.

Barclays, Credit Suisse Securities (USA) LLC and Nomura are leading the deal.

Closing is expected on Friday.

Platform is a West Palm Beach, Fla.-based producer of high-technology specialty chemicals and a provider of technical services.

Guggenheim tops OID

Guggenheim Partners’ $808 million covenant-light term loan also began trading, with levels quoted at 100¼ bid, 100 5/8 offered, according to a trader.

Pricing on the loan is Libor plus 275 bps with a 0.75% Libor floor, and it was sold at an original issue discount of 99.75. The debt has 101 soft call protection for six months.

During syndication, the spread on the term loan firmed at the low end of the Libor plus 275 bps to 300 bps talk.

Bank of America Merrill Lynch and Citigroup Global Markets Inc. are leading the deal that will be used to amend and extend an existing term loan.

Guggenheim is a financial services firm.

ConvergeOne breaks

ConvergeOne’s $90 million add-on first-lien term loan freed to trade as well, with levels seen at 99 bid, par offered, a market source said.

The add-on term loan is priced at Libor plus 537.5 bps with a 1% Libor floor and was sold at an original issue discount of 98.5. The debt has 101 soft call protection for one year.

Credit Suisse Securities (USA) LLC, TD Securities (USA) LLC and Natixis are leading the deal that will be used to fund a dividend.

Initially, the company launched in September a $485 million credit facility to refinance existing debt and fund a dividend, but last week the deal was completely reworked to solely provide for the add-on term loan.

The originally launched deal consisted of a $50 million revolver, a $335 million seven-year first-lien term loan talked at Libor plus 500 bps with a 1% Libor floor, an original issue discount of 99 and 101 soft call protection for one year, and a $100 million eight-year second-lien term loan talked at Libor plus 900 bps with a 1% Libor floor, a discount of 98, and call protection of 102 in year one and 101 in year two.

ConvergeOne amending

With the add-on first-lien term loan, ConvergeOne is amending its existing first- and second-lien term loans to allow for the new debt and dividend, increase pricing on the existing first-lien term loan to Libor plus 537.5 bps with a 1% Libor floor from Libor plus 500 bps with a 1% Libor floor, and raise pricing on the existing second-lien term loan to Libor plus 900 bps with a 1% Libor floor from Libor plus 800 bps with a 1% Libor floor.

First-lien lenders were offered a 25-bps amendment fee and second-lien lenders were offered a 50-bps amendment fee.

Including the add-on term loan, the first-lien term loan will total $325 million.

ConvergeOne is an Eagan, Minn.-based provider of communications solutions.

Lions Gate reworked, trades

Lions Gate Entertainment raised its seven-year term loan B to $2 billion from $1.9 billion, trimmed pricing to Libor plus 300 bps from talk of Libor plus 325 bps to 350 bps, moved the original issue discount to 99.5 from 99, extended the 101 soft call protection to one year from six months and eliminated the 18-month MFN sunset, according to a market source, who said the 0.75% Libor floor was unchanged.

The loan has a ticking fee of half the spread from days 31 to 60 and the full spread plus the floor thereafter.

Recommitments were due at noon ET on Thursday and by late afternoon the term loan B broke for trading, with levels quoted at 100 1/8 bid, 100 5/8 offered, a trader added.

The company’s credit facility (Ba2/BB-) also includes a $1 billion five-year revolver and a $1 billion five-year term loan A, and funds from the term loan B upsizing will be used to reduce previously planned borrowings under the new revolver to $50 million from $150 million.

Pricing on the revolver and term loan A is Libor plus 250 bps, subject to step-downs based on leverage.

Lions Gate buying Starz

Proceeds from Lions Gate’s credit facility be used with $520 million in senior notes to pay the $1.6 billion cash consideration for the acquisition of Starz, to refinance about $1.7 billion to $1.9 billion of debt at both companies and to pay fees and expenses.

As part of the acquisition agreement, each share of Lions Gate common stock will be reclassified into 0.5 voting and 0.5 newly created non-voting shares. Holders of each share of Starz series A common stock will receive $18.00 in cash and 0.6784 of a share of Lions Gate non-voting stock based on a fixed exchange ratio. And, holders of each share of Starz series B common stock will receive $7.26 in cash and 0.6321 of a share of Lions Gate voting stock and 0.6321 of a share of Lionsgate non-voting stock.

J.P. Morgan Securities LLC, Bank of America Merrill Lynch and Deutsche Bank Securities Inc. are leading the bank debt.

Closing is expected by year-end, subject to shareholder approval and regulatory approval.

Santa Monica, Calif.-based Lions Gate and Englewood, Colo.-based Starz are entertainment companies.

Ancestry changes announced

In other news, Ancestry.com finalized pricing on its $1.35 billion seven-year first-lien term B (B1/B) at Libor plus 425 bps, the tight end of the Libor plus 425 bps to 450 bps talk, and pushed out the 101 soft call protection to one year from six months, a market source remarked. This tranche still has a 1% Libor floor and an original issue discount of 99.5.

Regarding the $550 million eight-year second-lien term loan (Caa1/CCC+), the spread was cut to Libor plus 825 bps from Libor plus 850 bps and the original issue discount was revised to 99 from 98.5, while the 1% Libor floor and hard call protection of 102 in year one and 101 in year two were left intact, the source continued.

Also, the incremental maturity carve-out amount, which is the amount allowed to have a maturity date/weighted average life to maturity earlier than the first-lien term loan, was lowered to $125 million from $190 million, the incremental MFN carve-out amount, which is the amount not subject to MFN protection, was reduced to $125 million from $190 million and the MFN sunset was extended to 18 months from 12 months.

Recommitments are due at 10 a.m. ET on Friday, with allocations expected thereafter.

Ancestry lead banks

J.P. Morgan Securities LLC and Deutsche Bank Securities Inc. are leading Ancestry.com’s $1.9 billion of term loans, with JPMorgan the left lead on the first-lien term loan and Deutsche Bank the left lead on the second-lien term loan.

The new term loans will be used with $88 million in cash to refinance existing debt, consisting of a $728 million term loan B, $300 million of Opco unsecured notes and $390 million of Holdco unsecured notes, to fund a return of capital to shareholders and to pay related fees and expenses.

The source explained that because of increased cash on the balance sheet and reduced transaction fees due to the tightening of the second-lien discount, the return of capital to shareholders has been raised by $14 million to $485 million and the pro forma cash balance has increased by $5 million to $80 million.

First-lien leverage is 4.6 times, and total leverage is 6.5 times.

Ancestry.com is a Provo, Utah-based online family history resource.

Jeld-Wen updates pricing

Jeld-Wen lowered pricing on its $1,614,000,000 billion covenant-light term loan (B1/B) due July 1, 2022 to Libor plus 375 bps from Libor plus 400 bps, and revised the step-down to Libor plus 350 bps at 3.5 times net leverage from Libor plus 375 bps at 4 times net leverage, according to a market source.

As before, the debt is split between $1,239,000,000 in existing term loans offered with a 25-bps amendment fee and a $375 million incremental term loan due 2022 offered at an original issue discount of 99.75, and the loan has a 1% Libor floor and 101 soft call protection for six months.

Commitments/consents were due at 5 p.m. ET on Thursday, moved up from noon ET on Friday.

Barclays and Bank of America Merrill Lynch are leading the deal that will be used to consolidate the existing $763 million term loan due 2021 and $476 million term loan due 2022 into the single tranche due July 1, 2022, fund a distribution to shareholders, and pay fees and expenses.

The Klamath Falls, Ore.-based door and window manufacturer’s existing 2022 term loan is currently priced at Libor plus 400 bps with a step-down to Libor plus 375 bps at 4 times net leverage and a 1% Libor floor.

Net first-lien leverage is 4.3 times and net total leverage is 4.4 times.

ConvaTec restructures

ConvaTec trimmed its seven-year senior secured term loan B to $430 million from $585 million and lowered pricing to Libor plus 250 bps from Libor plus 275 bps, while leaving the 0.75% Libor floor, original issue discount of 99.5 and 101 soft call protection for six months unchanged, a source remarked.

In addition, the company upsized its U.S. term loan A to $770 million from $715 million and its euro term loan A to $600 million-equivalent from $500 million-equivalent, the source continued.

The company’s $2 billion-equivalent credit facility (Ba3/BB) also includes a $200 million-equivalent revolver.

Recommitments from U.S. investors were due at 5 p.m. ET on Thursday and are due from European investors at 7 a.m. BST on Friday, the source added.

Goldman Sachs Bank USA, Bank of America Merrill Lynch, UBS Investment Bank, Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., J.P. Morgan Securities LLC and Morgan Stanley Senior Funding Inc. are leading the deal that will be used an initial public offering of shares to refinance existing debt.

ConvaTec is a Luxembourg-based medical products and technologies company.

Energy Future tweaks fee

Energy Future Intermediate Holding modified the amendment fee/new money original issue discount on its $5,475,000,000 debtor-in-possession term loan due June 30, 2017 to 12.5 bps from 25 bps, a market source said.

The term loan includes an extension of the maturity on an existing $5.4 billion DIP term loan by 6.5 months and a $75 million upsize, and, as before, there is a six-month extension option from June 30, 2017, subject to certain conditions, for which lenders would get a 25-bps second extension fee.

Pricing on the term loan is Libor plus 325 bps with a 1% Libor floor, in line with current pricing.

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

Deutsche Bank Securities Inc. is leading the deal for the Dallas-based power generation company and utility operator.

Rackspace sets guidance

Also on the new deal front, Rackspace Hosting had its bank meeting on Thursday morning, launching its $2 billion seven-year covenant-light term loan B at talk of Libor plus 425 bps with a 1% Libor floor, an original issue discount of 99 and 101 soft call protection for six months, according to a market source.

The San Antonio-based managed cloud company’s $2,225,000,000 senior secured credit facility (Ba2/BB+/BB+) also includes a $225 million five-year revolver.

Commitments at 5 p.m. ET are due on Oct. 26, the source said.

Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Barclays, RBC Capital Markets and Credit Suisse Securities (USA) LLC are leading the deal that will be used with $1.2 billion of eight-year senior unsecured notes, $1,258,000,000 of equity and $434 million of balance sheet cash to fund the buyout of the company by Apollo Global Management LLC for $32.00 per share in cash. The transaction has a total value of $4.4 billion.

Pro forma for the transaction, net secured leverage is 2.5 times and net total leverage is 4 times based on LTM June 30 pro forma adjusted EBITDA of $810 million.

Closing is targeted for early-to-mid November, subject to regulatory and stockholder approvals.

Genoa releases talk

Genoa held its bank meeting in the morning, and with the event, price talk on its first- and second-lien term loans was announced, a market source remarked.

The $600 million seven-year first-lien term loan is talked at Libor plus 425 bps with a 1% Libor floor and an original issue discount of 99.5, and the $180 million eight-year second-lien term loan is talked at Libor plus 825 bps with a 1% Libor floor and a discount of 98.5, the source said.

As previously reported, the first-lien term loan has 101 soft call protection for six months, and the second-lien term loan has call protection of 102 in year one and 101 in year two.

The company’s $830 million credit facility also includes a $50 million revolver.

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

Credit Suisse Securities (USA) LLC is leading the deal that will be used by the Tukwila, Wash.-based provider of mental health pharmacy services to refinance existing debt and fund a dividend to shareholders.

Sage terms emerge

Sage Automotive launched with a bank meeting its $310 million six-year first-lien term loan at price talk of Libor plus 500 bps with a 1% Libor floor and an original issue discount of 99, a market source said.

Included in the loan is 101 soft call protection for six months.

Commitments are due on Oct. 27, the source added.

UBS Investment Bank is leading 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.

Digital Room hosts meeting

Digital Room had its bank meeting at 2 p.m. ET, and announced price talk on its $125 million first-lien term loan and $46.8 million second-lien term loan, according to a market source.

The first-lien term loan is talked at Libor plus 550 bps with a 1% Libor floor, an original issue discount of 99 and 101 soft call protection for six months, and the second-lien term loan is talked at Libor plus 950 bps with a 1% Libor floor, a discount of 98 and call protection of 102 in year one and 101 in year two, the source said.

The company’s $181.8 million credit facility also provides for a $10 million revolver.

Commitments are due on Oct. 26, the source added.

BNP Paribas Securities Corp. is leading the deal that will refinance existing debt and fund a dividend.

Net first-lien leverage is 4 times, and net second-lien leverage is 5.4 times.

Digital Room is a Van Nuys, Calif.-based owner and operator of online printing brands that produce a wide range of printed products.

Horizon Pharma launches

Horizon Pharma came out with talk of Libor plus 400 bps to 425 bps with a 1% Libor floor, an original issue discount of 99.5 and 101 soft call protection for six months on its $375 million senior secured incremental term loan (Ba2/BB-) that launched to investors during the session, according to a market source.

Commitments are due on Wednesday, the source said.

Bank of America Merrill Lynch, J.P. Morgan Securities LLC, Jefferies Finance LLC, Citigroup Global Markets Inc. and Cowen and Co. are leading the deal that will be used to help fund the acquisition of Raptor Pharmaceutical Corp. for $9.00 per share in cash, for an implied fully diluted equity value of about $800 million.

The company had received a commitment for a $675 million incremental term loan for the acquisition, but launched the smaller sized loan deal because it now plans to issue $300 million in senior notes.

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

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

Berlin discount guidance

Berlin Packaging held its call, launching its $190 million incremental covenant-light term loan B (B) due October 2021 with original issue discount talk of 99.5 to 99.75, according to a market source.

The incremental term loan B is priced at Libor plus 350 bps with a 1% Libor floor.

Commitments are due on Oct. 20, the source said.

Deutsche Bank Securities Inc. and Morgan Stanley Senior Funding Inc. are leading the debt 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 distributor of glass containers, bottles and special glass packaging.

Applied Systems floats OID

Applied Systems launched with a call its fungible $150 million add-on first-lien term loan (B1) with original issue discount talk of 99.5, a market source said.

Pricing on the add-on term loan is Libor plus 325 bps with a 1% Libor floor, which matches existing first-lien term loan pricing, and all of the first-lien term debt is getting 101 soft call protection for six months.

Commitments are due by end of day on Monday, 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.

Deluxe talk surfaces

Deluxe Entertainment Services held its lender call, launching its non-fungible $75 million incremental first-lien term loan (B2/B-) with talk of Libor plus 575 bps with a 1% Libor floor, an original issue discount of 98 and 101 soft call protection for six months, according to a market source.

Commitments are due on Oct. 20, the source said.

Macquarie Capital (USA) Inc. is leading the deal that will be used to fund an acquisition and add cash to the balance sheet.

Deluxe is a Los Angeles-based provider of digital asset creation, management and distribution services.

Mitchell holds call

Mitchell International released original issue discount talk of 99.5 on its fungible $50 million add-on first-lien term loan that launched with a lender call in the morning, a source remarked.

Pricing on the add-on loan is Libor plus 350 bps with a 1% Libor floor.

Commitments are due by the end of the day on Friday, the source added.

Jefferies Finance LLC and KKR Capital Markets are 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.

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