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Published on 1/22/2014 in the Prospect News Bank Loan Daily.

Community Health, PSAV Presentation, Ply Gem, AlixPartners, NEP, Atlantic Aviation break

By Sara Rosenberg

New York, Jan. 22 - Community Health Systems Inc.'s term loans made their way into the secondary market on Wednesday above their issue prices, and PSAV Presentation Services, Ply Gem Industries Inc., AlixPartners LLP, NEP/NCP Holdco Inc. and Atlantic Aviation FBO Inc. freed up as well.

Moving to the primary, JLL/Delta Patheon Holdings LP increased the size of its U.S. term loan, cut pricing and the offer price, and reverse flexed its euro term loan too, and Connolly Holdings Inc. lowered the spread and tightened the discount on its term loan B.

Also, Dixie Electric LLC (FR Dixie Acquisition Corp.) decreased the coupon and discount on its term loan B, Endeavour International Holding reduced pricing on its term loans from recently revised guidance, Surgery Center Holdings Inc. upsized its add-on loan and set the offer price at the wide end of talk, and 1-800 Contacts Inc. and Harland Clarke Holdings Corp. accelerated their commitment deadlines.

Furthermore, Taminco Global Chemical Corp., Southwire Co., Mediacom LLC, ExGen Renewables I LLC and Insight Global (IG Investments Holdings LLC) released talk with launch, and Ocean Rig (Drillships Financing Holding Inc.) emerged with deal plans.

Community Health frees up

Community Health Systems' $4,601,000,000 seven-year covenant-light term loan D began trading on Wednesday, with levels quoted at 101 3/8 bid, 101 5/8 offered, according to a trader.

Pricing on the term loan D is Libor plus 325 basis points with a 1% Libor floor. Of the total amount, $2,925,000,000 is new debt that was sold at a discount of 99½ and the remainder is extended term loan C debt that was sold at a discount of 993/4. There is 101 soft call protection for six months.

During syndication, the amount of new term loan D debt was increased from $2.26 billion and the discount on this portion was tightened from 99, the discount on the extended debt was revised from 991/2, the spread on the entire tranche was reduced from Libor plus 375 bps, and the maximum leverage, minimum interest coverage and maximum capital expenditures covenants were removed.

The extension pushed out the maturity on about 50% of the company's existing term loan C to 2021 from 2017.

Community Health term E

Community Health's new $1,676,000,000 term loan E due Jan. 25, 2017 also hit the secondary, with levels quoted at par ¾ bid, 101¼ offered, the trader remarked.

The term E was added during syndication as non-extending term C lenders were offered the chance to exchange their debt into the new covenant-light E loan priced at Libor plus 325 bps with no floor and issued at par, or be paid out at par. This tranche has 101 soft call protection for six months.

The company's credit facility (Ba2/BB) also includes a $1 billion five-year revolver and a $1 billion five-year term loan A.

Credit Suisse Securities (USA) LLC and Bank of America Merrill Lynch are the joint physical bookrunners on the deal, 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 buying HMA

Proceeds from Community Health's new loans 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 existing debt. The transaction is valued at about $7.6 billion, including the assumption of around $3.7 billion of debt.

Other funds will come from $4 billion of bonds, downsized from $4.58 billion when the term loan D was upsized.

Closing is expected by the end of this month, subject to customary conditions, the receipt of regulatory approvals and the absence of certain adverse developments. Health Management stockholder approval has already been received.

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.

PSAV starts trading

PSAV Presentation's $505 million term loan B (B1) freed up too, with levels quoted at par ½ bid, 101½ offered, according to one market source. Another source then saw the loan move up to 101 1/8 bid, 101 5/8 offered.

Pricing on the B loan is Libor plus 350 bps with a 1% Libor floor and it was sold at an original issue discount of 991/2. There is 101 soft call protection for six months.

During syndication, pricing on the term B firmed at the low end of revised talk of Libor plus 350 bps to 375 bps talk and down from initial talk of Libor plus 375 bps to 400 bps, and the discount was changed from 99.

Goldman Sachs Bank USA, Barclays, Morgan Stanley Senior Funding Inc. and Macquarie Capital are leading the deal that will be used to help fund the purchase of the company by Goldman Sachs from Kelso & Co.

The company is also getting a $180 million second-lien loan (Caa1) that was previously sold.

PSAV is a Long Beach, Calif.-based provider of audio visual equipment and event technology support to the hotel, conference and event industry.

Ply Gem tops OID

Ply Gem's $430 million seven-year first-lien covenant-light term loan (B2/B) broke as well, with levels quoted at par ½ bid, 101¼ offered, a trader said.

Pricing on the loan is Libor plus 300 bps with a 1% Libor floor and it was sold at an original issue discount of 991/2. There is 101 soft call protection for six months.

Recently, the loan was upsized from $380 million and the spread was cut from Libor plus 350 bps.

Credit Suisse Securities (USA) LLC is leading the deal that will be used to help fund the redemption of $756 million of 8¼% senior secured notes due 2018 and $96 million 9 3/8% senior notes due 2017.

Other funds for the notes buyback will come from a $500 million senior unsecured notes offering that was downsized from $550 million with the term loan upsizing.

Ply Gem is a Cary, N.C.-based manufacturer of exterior building products.

AlixPartners hits secondary

AlixPartners' loans freed up, with both the $672 million covenant-light term loan B-2 due July 2020 and the $80 million covenant-light term loan B-1 due June 2017 quoted at par ½ bid, according to a market source.

Pricing on the B-2 loan is Libor plus 300 bps, after firming the other day at the tight end of the Libor plus 300 bps to 325 bps talk. There is a 1% Libor floor and 101 soft call protection for six months, and the debt was issued at par.

The B-1 loan is priced at Libor plus 275 bps with no Libor floor and was also sold at par. This tranche has 101 soft call protection for six months as well.

Deutsche Bank Securities Inc. is leading the $752 million first-lien deal that will be used to reprice the existing B-1 loan from Libor plus 325 bps with no Libor floor and the existing B-2 loan from Libor plus 400 bps with a 1% Libor floor.

AlixPartners is a New York-based performance improvement, corporate turnaround and financial advisory services firm.

NEP frees to trade

NEP's roughly $680 million senior secured first-lien term loan B due Jan. 22, 2020 started trading, with levels quoted at par bid, par ¾ offered, a source said.

Pricing on the loan is Libor plus 325 bps with a 1% Libor floor and there is 101 soft call protection for six months. Of the total amount, $155 million is incremental debt that was issued at a discount of 99 ½ and the remainder was used to reprice an existing roughly $525 million term loan B and issued at par.

During syndication, pricing on the incremental loan was lowered from Libor plus 350 bps, the Libor floor was cut from 1.25% and the discount firmed at the tight end of the 99 to 99½ talk, and the repricing of the existing loan from Libor plus 350 bps with a 1.25% Libor floor was added.

Barclays and Morgan Stanley Senior Funding Inc. are leading the deal (B2/B).

Proceeds from the incremental loan will be used to help fund the acquisition of GTV Holdings Pty. Ltd. (Global Television) from Catalyst Investment Managers that is expected to 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.

Atlantic Aviation breaks

Another deal to begin trading was Atlantic Aviation's $100 million incremental term B (Ba3/BB-) due June 1, 2020, with levels seen at par ½ bid, 101 offered, a source said.

The incremental loan is priced at Libor plus 250 bps with a 0.75% Libor floor, in line with the existing term loan B, and there is 101 soft call protection until May 31, 2014, as well as a ticking fee of 50 bps from Feb. 1 until closing. The debt was sold at a discount of 993/4, after tightening recently from 991/2.

Barclays and Macquarie Capital (USA) Inc. are leading the deal of which about $65 million will be used to fund the acquisition of five fixed base operations from Galaxy Aviation and the remainder will add cash to the balance sheet.

Atlantic Aviation is a New York-based aviation services that operates Fixed Base Operator facilities.

BWIC announced

Also in trading, a $180 million Bid-Wanted-In-Competition surfaced on Wednesday, with market players asked to get their bids in by noon ET on Friday, according to a trader.

Of the larger pieces of debt in the portfolio are Aramark Corp.'s U.S. term loan C, Biomet Inc.'s U.S. term loan B-2, Harland Clarke Holdings Corp.'s term loan B-3, Mediacom Broadband LLC's term loan C, Nielsen Finance LLC's U.S. term loan E and Petroleum GEO-Services ASA's term loan.

There are about 57 issuers in the BWIC, the trader added.

JLL/Delta changes surface

Over in the primary, JLL/Delta Patheon raised its U.S. seven-year term loan B to $985 million from $810 million, reduced pricing to Libor plus 325 bps from talk of Libor plus 400 bps to 425 bps and modified the discount to 99¾ from 991/2, according to a market source.

Also, pricing on the €250 million seven-year term loan B was trimmed to Euribor plus 350 bps from talk of Euribor plus 425 bps to 450 bps, the source said.

The euro term B still has an original issue discount of 991/2, and both term loans still have a 1% floor and 101 soft call protection for six months.

The company's now roughly $1,525,000,000 billion credit facility (B2/B) also includes a $200 million five-year revolver.

Recommitments were due at noon ET on Wednesday for U.S. investors and at 1 p.m. UK time for European investors, the source continued.

JLL/Delta lead banks

UBS Securities LLC, J.P. Morgan Securities LLC, Jefferies Finance LLC, KeyBanc Capital Markets and Morgan Stanley Senior Funding Inc. are leading JLL/Delta Patheon's new credit facility that will be used with equity to form the company through the combination of DSM Pharmaceutical Products with Patheon Inc.

Specifically, JLL Partners and Royal DSM will acquire Patheon for $9.32 per share, implying an equity value of about $1.4 billion and a total enterprise value of $1.95 billion. Patheon will then be merged with DSM Pharmaceutical Products, and the combined company will be 51% owned by JLL and 49% by DSM.

As a result of the U.S. term loan upsizing, the company's bond offering was reduced to $450 million from $500 million and a seller note was cut by $125 million, the source added.

Closing is expected in the first half of the year, subject to customary conditions.

JLL/Delta Patheon is a contract development and manufacturing organization for the pharmaceutical industry.

Connolly reworks deal

Connolly trimmed pricing on its $320 million seven-year term loan B to Libor plus 400 bps from Libor plus 425 bps and moved the original issue discount to 99½ from 99, a market source said.

As before, the term loan has a 1% Libor floor and 101 soft call protection for six months.

Recommitments for the company's $350 million credit facility (B2/B), which also includes a $30 million five-year revolver, were due at 5 p.m. ET on Wednesday, the source added.

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.

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

Dixie updates terms

Dixie Electric tightened pricing on its $280 million seven-year term loan B to Libor plus 475 bps from Libor plus 500 bps and the original issue discount to 99½ from 99, and removed the 18-month MFN sunset provision for incremental facilities, a market source remarked.

As before, the term loan B has a 1% Libor floor and 101 soft call protection for six months.

The company's $320 million credit facility (B3/B+) also includes a $40 million five-year revolver.

Leads, UBS Securities LLC, Credit Suisse Securities (USA) LLC, Macquarie Capital and Societe Generale, were asking for recommitments by 2 p.m. ET on Wednesday, the source added.

Proceeds will be used to help fund the buyout of the company by First Reserve from One Rock Capital Partners LLC.

Dixie is an Odessa, Texas-based provider of electrical infrastructure materials and services to the upstream oil and gas sector.

Endeavour adjusts pricing

Endeavour changed pricing on its $255 million of senior secured term loans due Nov. 30, 2017 to Libor plus 700 bps from revised talk of Libor plus 750 bps, but it's still higher than initial talk of Libor plus 600 bps, according to a market source.

The debt 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, and the tranches are being sold as a strip.

Unchanged on the loans were the 1.25% floor, discount of 981/2, and call protection of 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.

Recommitments were due at noon ET on Wednesday, the source added.

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

Endeavour is a Houston-based oil and gas exploration and production company.

Surgery Center tweaks deal

Surgery Center lifted its add-on second-lien term loan (Caa2/CCC+) to $90 million from $70 million and firmed the original issue discount at 981/2, the high end of the 98½ to 99 talk, according to a market source.

Pricing is Libor plus 850 bps with a 1.25% Libor floor, which matches existing second-lien term loan pricing.

J.P. Morgan Securities LLC and Morgan Stanley Senior Funding Inc. are leading the deal that will be used to fund a dividend.

Surgery Center is a Chicago-based operator of ambulatory surgery centers.

1-800 Contacts moves deadline

1-800 Contacts accelerated the commitment deadline on its $400 million first-lien covenant-light term loan (B1/B) to noon ET on Friday from Tuesday, according to a market source.

The first-lien term loan is talked at Libor plus 350 bps to 375 bps with a 1% Libor floor, an original issue discount of 99½ and 101 soft call protection for six months.

The company is also getting a $60 million revolver (B) and a $125 million second-lien financing that has already been placed.

Goldman Sachs Bank USA and Morgan Stanley Senior Funding Inc. are leading the deal that will be used to help fund the buyout of the company by Thomas H. Lee Partners from WellPoint.

Closing is expected this quarter, subject to customary conditions.

1-800 Contacts is an Orem, Utah-based online contact lens retailer.

Harland Clarke shutting early

Harland Clarke moved up the commitment deadline in its fungible $500 million first-lien covenant-light incremental term loan B-3 (B1/B+) due May 2018 to 5 p.m. ET on Thursday from Tuesday, according to a market source.

The term loan is talked at Libor plus 550 bps with a 1.5% Libor floor, in line with the existing term loan B-3, and the debt is being offered at an original issue discount of 99. Call protection is 102 through April 2014, then 101 for a year.

Along with the term loan, the company is getting a $150 million asset-based revolver due Feb. 20, 2018 with pricing that can range from Libor plus 175 bps to 225 bps, based on availability, and an unused fee that can range from 37.5 bps to 50 bps based on usage.

Credit Suisse Securities (USA) LLC, Bank of America Merrill Lynch, Citigroup Global Markets Inc., Deutsche Bank Securities Inc. and Jefferies Finance LLC are leading the deal.

Harland acquiring Valassis

Proceeds from Harland Clarke's credit facility, $275 million of senior secured notes and $590 million of unsecured notes will be used to fund the purchase of Valassis for $34.04 per share in cash, representing a transaction value of about $1.84 billion, to refinance existing debt and for general corporate purposes.

Closing is expected this quarter. The transaction will be effected through a tender offer for all of the shares of Valassis and is subject to the tender of the majority of Valassis' shares, expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act and customary conditions.

Total senior secured debt is 3.1 times, net senior secured debt is 2.9 times, total debt is 4 times, and net debt is 3.8 times.

Harland Clarke is a San Antonio-based provider of payment, marketing and security services. Valassis is a Livonia, Mich.-based provider of media services.

Taminco details disclosed

Also on the primary front, Taminco held its call on Wednesday morning, on which it launched a repricing of its existing revolver and term loans B's and some incremental debt as well, according to a market source.

The repricing of the $200 million revolver due Feb. 15, 2017 is talked at Libor plus 275 bps with a 0.75% Libor floor, versus current pricing of Libor plus 325 bps with a 1% Libor floor.

Regarding the term loans, the company launched a $386.9 million term loan B due Feb. 15, 2019, of which $43 million is incremental and $343.9 million is for a repricing, and a €185.6 million term loan B due Feb. 15, 2019, of which €67.7 million is incremental and €117.9 million is for a repricing, the source said.

The U.S. term loan B is talked at Libor plus 275 bps and the euro term loan B is talked at Euribor plus 300 bps, with both having a 0.75% floor, a par offer price and 101 soft call protection for six months. The incremental debt has a ticking fee of half the spread from days 31 to 75 and the full spread from day 76 and thereafter.

The repricing would take the U.S. term B down from Libor plus 325 bps with a 1% Libor floor and the euro term B down from Euribor plus 350 bps with a 1% floor.

Taminco funding acquisition

Proceeds from Taminco's incremental debt and cash on hand will be used to finance the roughly $190 million acquisition of the formic acid business of Kemira Oyj.

Lead bank, Citigroup Global Markets Inc., is asking for cashless roll commitments by 5 p.m. ET on Tuesday and new money commitments by 5 p.m. ET on Jan. 29, the source added.

Closing on the loan transaction is targeted for Feb. 5, and closing on the acquisition is expected this quarter, subject to the fulfillment of customary conditions.

Taminco is an Allentown, Pa.-based producer of alkylamines and alkylamine derivatives.

Southwire guidance

Southwire released talk of Libor plus 275 bps to 300 bps with a 0.75% Libor floor, an original issue discount of 99½ and 101 soft call protection for six months on its $750 million seven-year covenant-light term loan (Ba3) that was presented to investors with a call during the session, according to sources.

By comparison, recent filings with the Securities and Exchange Commission have said that the term loan was expected at Libor plus 275 bps with a 0.75% Libor floor.

The company's $1.75 billion senior secured deal also includes a $1 billion five-year asset-based revolver.

Regulatory filings outlined expected revolver pricing at Libor plus 150 bps with a 30 bps unused fee.

Commitments are due on Jan. 31, sources continued.

Southwire buying Coleman

Proceeds from Southwire's credit facility will be used to help fund the acquisition of Coleman Cable Inc. for $26.25 per share in cash in a transaction valued at about $786 million, including the assumption of $294 million in net debt.

Bank of America Merrill Lynch, BMO Capital Markets, Wells Fargo Securities LLC and Macquarie Capital are leading the deal.

Closing is expected this quarter, subject to a majority of Coleman shares being tendered, the expiration of the waiting period under the Hart Scott Rodino Antitrust Improvements Act and other customary conditions.

Southwire is a Carrollton, Ga.-based wire and cable producer. Coleman is a Waukegan, Ill.-based manufacturer of electrical and electronic wire and cable products.

Mediacom sets talk

Mediacom came out with talk of Libor plus 250 bps with no Libor floor and an original issue discount of 99¾ on its $250 million four-year term loan F (BB+) that launched with a call in the morning, according to a market source.

Commitments are due on Jan. 29, the source said.

Wells Fargo Securities LLC, J.P. Morgan Securities LLC, Bank of America Merrill Lynch, Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., Natixis, RBC Capital Markets and SunTrust Robinson Humphrey Inc. are leading the deal that will be used to repay the company's existing term loan C.

Mediacom is a Middletown, N.Y.-based cable operator.

ExGen reveals pricing

ExGen Renewables launched with a meeting its $300 million first-lien HoldCo senior secured term loan (Ba3/BB-) with talk of Libor plus 450 bps to 475 bps with a 1% Libor floor, an original issue discount of 99 and soft call protection of 102 in year one and 101 in year two, a market source said.

Commitments are due on Feb. 5, the source added.

Barclays is leading the deal that will be used to make a distribution to parent company Exelon Corp.

ExGen is an operator of a portfolio of 13 contracted wind energy assets.

Insight Global holds call

Insight Global announced plans in the morning to hold a call at 1 p.m. ET to launch a fungible $90 million first-lien tack-on covenant-light term loan due October 2019 talked at Libor plus 425 bps with a 1% Libor floor, an original issue discount of 99 and 101 soft call protection through Nov. 1, 2014, according to a market source.

Spread, floor and call protection on the tack-on are in line with the existing first-lien term loan.

Commitments are due on Jan. 29, the source remarked.

Credit Suisse Securities (USA) LLC, Bank of America Merrill Lynch, RBC Capital Markets LLC and Wells Fargo Securities LLC are leading the deal that will be used to fund a dividend.

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

Ocean Rig on deck

Ocean Rig set a call for 11 a.m. ET on Thursday to launch an $821 million add-on to its term loan B-1 due in 2021, according to a market source.

Pricing on the B-1 loan is Libor plus 500 bps with a 1% Libor floor.

Deutsche Bank Securities Inc., Credit Suisse Securities (USA) LLC, Barclays and Goldman Sachs Bank USA are leading the deal that will be used to repay the company's term loan B-2 loan due in 2016.

Ocean Rig is a Nicosia, Cyprus-based international offshore drilling contractor.


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