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Published on 1/7/2014 in the Prospect News Bank Loan Daily.

Univision dips on repricing; CBS Outdoor, Mitel, Jazz, Endeavour, Houghton, Epicor set talk

By Sara Rosenberg

New York, Jan. 7 - Univision Communications Inc.'s term loan C-1 and C-2 debt was a bit softer in the secondary market on Tuesday following news that the company will be launching a repricing of a portion of those tranches.

Over in the primary, CBS Outdoor Americas, Mitel Networks Corp., Jazz Pharmaceuticals Inc., Endeavour International Holding, Houghton Mifflin Harcourt Publishers Inc. (HMH Holdings Inc.) and Epicor Software Corp. disclosed pricing guidance with launch, and Emerald Expositions Holding Inc. and NEP/NCP Holdco Inc. released original issue discount talk.

Additionally, YRC Worldwide Inc., Inmar Inc., Mergermarket USA Inc., BATS Global Markets Inc. and W.R. Grace & Co. surfaced with deal plans, and Connolly Holdings Inc. and Community Health Systems Inc. revealed more details on their financing structures.

Univision weakens

Univision saw its term loan C-1 and C-2 head lower in trading on Tuesday with news of a proposed repricing of some of the debt, according to a trader.

The C-1 and C-2 loans were quoted at par ¼ bid, par ¾ offered, down from par ½ bid, 101 offered, the trader said.

Under the proposal, the company is looking to reprice roughly $1.5 billion of its term loan C-1 (currently $2.3 billion outstanding) and term loan C-2 debt (currently $1.1 billion outstanding) to Libor plus 300 basis points with a 1% Libor floor from Libor plus 325 bps with a 1.25% Libor floor, a source remarked.

The repriced loan will have 101 soft call protection for six months.

Deutsche Bank Securities Inc., Bank of America Merrill Lynch, Barclays, Credit Suisse Securities (USA) LLC, Wells Fargo Securities LLC, J.P. Morgan Securities LLC, Natixis and Mizuho are leading the deal that will launch with a call on Wednesday.

Univision is a Los Angeles-based Spanish-language media company.

CBS Outdoor tranching, talk

Moving to the primary, CBS Outdoor held its bank meeting on Tuesday morning, and with the event, details on tranching and term loan B pricing guidance emerged, according to a market source.

The $1,225,000,000 senior secured facility (Ba1) is comprised of a $425 million five-year revolver that is expected to be undrawn at close, and an $800 million seven-year covenant-light term loan B talked at Libor plus 250 bps to 275 bps with a 0.75% Libor floor, an original issue discount of 99½ and 101 soft call protection for six months, the source said.

Citigroup Global Markets Inc., Deutsche Bank Securities Inc. and Wells Fargo Securities LLC are leading the deal for which commitments are due on Jan. 15 and closing is targeted for the week of Jan. 27.

The facility is being done in connection with the company's initial public offering of common stock, and will be used with $800 million of senior unsecured notes to make a payment to current parent company CBS Corp. for the contribution of the entities comprising the Outdoor Americas segment, and for general corporate purposes.

CBS Outdoor is a New York-based lessor of out-of-home advertising space.

Mitel hosts meeting

Mitel Networks has its bank meeting, launching its $355 million six-year term loan with talk of Libor plus 475 bps to 500 bps with a 1% Libor floor, an original issue discount of 99 to 99½ and 101 soft call protection for six months, according to a market source.

By comparison, filings with the Securities and Exchange Commission outlined expected pricing on the term loan at Libor plus 500 bps with a 1% floor.

Commitments for the company's $405 million senior secured credit facility (Ba3/B+), which also includes a $50 million five-year revolver, are due on Jan. 17, the source said.

Mitel lead banks

Jefferies Finance LLC and TD Securities (USA) LLC are leading Mitel's credit facility that will help fund the acquisition of Aastra Technologies Ltd. for $6.52 in cash plus 3.6 Mitel common shares per each Aastra common share and refinance an existing credit facility.

Closing is targeted for this quarter, subject to Aastra shareholder approval, court approval, compliance with the Investment Canada Act and other customary conditions.

Mitel is a Kanata, Ont.-based provider of cloud- and premises-based unified communications software solutions. Aastra is a Concord, Ont.-based enterprise communications company.

Jazz releases guidance

Jazz Pharmaceuticals revealed talk on its $575 million in incremental bank debt with its morning bank meeting, and is asking for commitments by Jan. 17, according to a market source.

The fungible $175 million incremental revolver due June 12, 2017 is talked at Libor plus 250 bps with no Libor floor, and an upfront fee of 30 bps for a $20 million commitment and 20 bps for a less than $20 million commitment, the source remarked.

And, the fungible $400 million incremental term loan due June 12, 2018 is talked at Libor plus 275 bps with a 0.75% Libor floor and an original issue discount of 991/2, the source continued. This debt, as well as the existing term loan will get 101 soft call protection for six months.

Barclays, J.P. Morgan Securities LLC, Bank of America Merrill Lynch, Citigroup Global Markets Inc. and Morgan Stanley Senior Funding Inc. are leading the deal.

Jazz buying Gentium

Proceeds from Jazz Pharmaceuticals' new debt and cash on hand will fund the purchase of Gentium SpA for $57.00 per share in a transaction that is valued at about $1 billion.

Closing is expected this quarter, subject to at least 66.67% of the fully diluted number of ordinary shares and ADS of Gentium being tendered in the offer, and customary conditions.

Jazz is a Dublin, Ireland-based specialty biopharmaceutical company focused on improving patients' lives by identifying, developing and commercializing innovative products that address unmet medical needs. Gentium is a Como, Italy-based biopharmaceutical company focused on the development and manufacturing of therapies to treat and prevent a variety of rare diseases and conditions.

Endeavour terms emerge

Endeavour launched with a call its $255 million of senior secured term loans due Nov. 30, 2017, and set price talk at Libor plus 600 bps with a 1.25% Libor floor and an original issue discount of 981/2, according to a market source.

The debt, which is being sold as a strip, is split between a $125 million term loan that is collateral for letters of credit and a $130 million term loan that is a procurement facility.

The loans are non-callable for one year, then at par, except for $98 million of the procurement facility, which can be called at par for six months.

Commitments are due on Jan. 21.

Credit Suisse Securities (USA) LLC is leading the deal that will be used by the Houston-based oil and gas exploration and production company to refinance existing debt and for general corporate purposes.

Houghton launches

Houghton held its call, presenting to lenders a repricing of its $246 million term loan B due May 22, 2018 that is talked at Libor plus 350 bps with a 1% Libor floor, a par offer price and 101 soft call protection for six months, a market source said.

By comparison, current pricing on the term loan is Libor plus 425 bps with a 1% Libor floor.

Commitments are due on Monday and closing is targeted for Jan. 15, the source added.

Citigroup Global Markets Inc. is leading the deal for the Boston-based publishing company.

Epicor pricing

Epicor Software revealed talk of Libor plus 300 bps with a 1% Libor floor, an offer price of 99¾ to par and 101 soft call protection for six months on its roughly $840 million term loan due May 16, 2018 that launched with a call, according to a market source.

Bank of America Merrill Lynch is leading the deal.

Proceeds will be used to reprice the company's existing term loan from Libor plus 325 bps with a 1.25% Libor floor.

Epicor is a Dublin, Calif.-based provider of enterprise business software services.

Emerald discloses discount

Emerald Expositions revealed original issue discount talk of 99 on its fungible $200 million covenant-light incremental term loan B due June 2020 that launched during the session, according to a market source.

Pricing is Libor plus 425 bps with a 1.25% Libor floor and there is 101 soft call protection until June 16, 2014, just like the existing term loan B.

Bank of America Merrill Lynch and Morgan Stanley Senior Funding Inc. are leading the deal that will be used with a $140 million equity investment from Onex Partners III to fund the acquisition of George Little Management LLC (GLM) for $335 million.

Closing is expected this month, subject to customary regulatory approvals.

Emerald is a San Juan Capistrano, Calif.-based operator of large business-to-business tradeshows. GLM is a White plains. N.Y.-based operator of tradeshows, consumer events and digital platforms.

NEP reveals OID

NEP launched its $155 million incremental senior secured first-lien term loan (B2/B) due Jan. 22, 2020 with original issue discount guidance of 99 to 991/2, according to a market source.

Pricing on the loan is Libor plus 350 bps with a 1.25% Libor floor, in line with the existing term loan, and all of the first-lien debt will benefit from 101 soft call protection for six months.

In addition, the company is asking to amend its existing first- and second-lien credit facility to permit the incurrence of the new loan, and second-lien lenders are being offered a 50 bps consent fee, the source said.

Commitments are due by 5 p.m. ET on Jan. 15.

Barclays and Morgan Stanley Senior Funding Inc. are leading the deal that will help fund the acquisition of GTV Holdings Pty Ltd (Global Television) from Catalyst Investment Managers, which will close early this year.

NEP is a Pittsburgh-based provider of outsourced teleproduction services critical to the delivery of live sports and entertainment events. Global Television is an Australia-based television technical services company.

YRC readies deal

Also on the new deal front, YRC Worldwide surfaced with plans to hold a bank meeting at 2 p.m. ET in New York on Thursday to launch a $1.15 billion credit facility, according to a market source.

The facility consists of a $450 million ABL revolver and a $700 million five-year senior secured term loan, the source remarked.

Commitments are due on Jan. 23.

Credit Suisse Securities (USA) LLC is the left lead on the deal that will be used to refinance existing bank debt.

YRC is an Overland Park, Kan.-based less-than-truckload carrier.

Inmar coming soon

Inmar set a bank meeting for 10 a.m. ET in New York on Wednesday to launch a $505 million credit facility and released talk on the term loan portion of the transaction, according to a market source.

The facility consists of a $50 million five-year revolver (B1/B), a $350 million seven-year first-lien covenant-light term loan (B1/B) talked at Libor plus 350 bps with 101 soft call protection for six months, and a $105 million eight-year second-lien covenant-light term loan (Caa1/CCC+) talked at Libor plus 750 bps with call protection of 102 in year one and 101 in year two, the source said. Both term loans have a 1% Libor floor and an original issue discount of 99.

Commitments are due on Jan. 22.

Credit Suisse Securities (USA) LLC and BNP Paribas Securities Corp. are leading the deal that will be used to help fund the buyout of the company by ABRY Partners from New Mountain Capital.

Inmar is a Winston-Salem, N.C.-based provider of tech enabled promotion and inventory, logistics and settlement services.

Mergermarket on deck

Mergermarket scheduled a bank meeting for 2:00 p.m. ET in New York on Monday to launch a new credit facility that includes a $40 million five-year revolver, a U.S. equivalent £150 million seven-year first-lien term loan and a U.S. equivalent £70 million eight-year second-lien term loan, a market source said.

Both term loans have a 1% Libor floor, the first-lien term loan has 101 soft call protection, and the second-lien term loan has call protection of 102 in year one and 101 in year two.

Leads, UBS Securities LLC, Mizuho Securities USA Inc. and HSBC Securities (USA) Inc., are seeking commitments by Jan. 27, the source continued.

Proceeds will be used to help fund the £382 million buyout of Mergermarket Group by BC Partners from Pearson Plc, which is expected to close by the end of this quarter.

Mergermarket is a provider of corporate financial news, intelligence and analysis with headquarters in New York, London and Hong Kong.

BATS joins calendar

BATS Global Markets will hold a bank meeting at 10 a.m. ET in New York on Thursday to launch a $550 million credit facility (BB-), according to a market source.

The facility consists of a $100 million three-year revolver and a $450 million six-year term loan B, the source said.

Bank of America Merrill Lynch, J.P. Morgan Securities LLC and Credit Suisse Securities (USA) LLC are leading the deal that will be used to refinance existing debt, fund a distribution to BATS shareholders and for general corporate purposes.

The facility is contingent on the completion of the company's merger with Direct Edge Holdings LLC, which is expected to close in the first half of this year.

BATS is a Kansas City, Mo.-based operator of securities markets. Direct Edge is a Jersey City, N.J.-based stock exchange operator.

W.R. Grace plans meeting

W.R. Grace set a bank meeting for Thursday to launch a $1.55 billion credit facility, according to a market source.

The facility consists of a $400 million five-year revolver, a $900 million seven-year term loan and a $250 million, seven-year final maturity, delayed-draw term loan, the source said.

Goldman Sachs Bank USA, Deutsche Bank Securities Inc., Bank of America Merrill Lynch and HSBC Securities (USA) Inc. are leading the deal that will be used to help fund the company's emergence from Chapter 11 bankruptcy.

W.R. Grace is a Columbia, Md.-based specialty chemicals company.

Connolly structure

Connolly came out with a structure and $350 million total size on its credit facility that will launch with a bank meeting at 2:30 p.m. ET on Wednesday, a market source remarked.

The facility consists of a $30 million five-year revolver and a $320 million seven-year term loan B, the source said.

RBC Capital Markets LLC, Bank of America Merrill Lynch and SunTrust Robinson Humphrey Inc. are leading the deal that will be used to refinance existing bank debt.

Leverage is 3 times all senior, the source added.

Connolly is an Atlanta-based provider of technology-enabled recovery audit services.

Community Health details

Community Health disclosed in a news release that it will be getting a new $1 billion five-year revolver and a new $1 billion five-year term loan A on top of its previously announced $2.26 billion seven-year term loan D and extension of up to 50% of its term loan C (around $1.7 billion) to 2021 from 2017 to be fungible with the term loan D.

The company will hold a bank meeting at noon ET in New York on Wednesday to launch the debt, changed from an initially planned time of 11 a.m. ET, a market source remarked. Commitments are due on Jan. 17.

Credit Suisse Securities (USA) LLC and Bank of America Merrill Lynch are the joint physical bookrunners on the deal (Ba2), and Citigroup Global Markets Inc., Goldman Sachs Bank USA, J.P. Morgan Securities LLC, RBC Capital Markets, SunTrust Robinson Humphrey Inc., UBS Securities LLC and Wells Fargo Securities LLC are bookrunners too.

Community funding acquisition

Proceeds from Community Health's new bank debt will be used to help fund the acquisition of Health Management Associates Inc. for $13.78 per share, consisting of $10.50 per share in cash plus 0.06942 of a share of Community Health common stock for each Health Management share, and to refinance some existing debt. The transaction is valued at about $7.6 billion, including the assumption of around $3.7 billion of debt.

Closing is anticipated by the end of this quarter, subject to approval by a 70% vote of Health Management's stockholders, antitrust clearance, receipt of other regulatory approvals, the absence of certain adverse developments, and customary conditions. The transaction is not subject to financing.

In connection with the acquisition, the company is looking to amend its existing senior secured credit agreement to add flexibility proportionate with its post-acquisition structure.

Community Health is a Nashville, Tenn.-based hospital company. Health Management is a Naples, Fla.-based owner and manager of hospitals and ambulatory surgery centers.


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