Heartland Dental Care, TransFirst, TCW Group break; Ascensus revises terms, allocates

By Sara Rosenberg

New York, Dec. 20 - Heartland Dental Care Inc.'s credit facility emerged in the secondary market on Thursday, with levels on the first- and second-lien debt quoted above their original issue discount prices, and TransFirst Holdings Inc. and TCW Group began trading too.

In addition, Ascensus Inc. finalized pricing on its term loan B at the high end of talk and widened the original issue discount, and then the debt freed up in the secondary.

Furthermore, Consolidated Precision Products Corp. (WPP CPP Holdings LLC) adjusted the final pricing on its first-lien term loan so that it now is firming at the tight end of initial guidance.

Heartland starts trading

Heartland Dental made its way into the secondary market, with the $400 million six-year first-lien term loan quoted at 99½ bid, par offered and the $250 million 61/2-year second-lien term loan quoted at 99 bid, par offered, according to a trader.

Pricing on the first-lien loan is Libor plus 500 bps 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 second-lien loan is priced at Libor plus 850 bps with a 1.25% Libor floor, and was sold at 981/2. There is hard call protection of 103 in year one, 102 in year two and 101 in year three.

During syndication, the first-lien loan was downsized from $450 million, pricing was lifted from Libor plus 450 bps, call protection was added and the maturity was revised from seven years. Also, the second-lien loan was upsized from $200 million, pricing was raised from talk of Libor plus 800 bps to 825 bps and the maturity was shortened from eight years.

Heartland lead banks

RBC Capital Markets LLC, BMO Capital Markets Corp. and Jefferies & Co. are leading Heartland Dental's $750 million credit facility, which also includes a $100 million revolver.

Proceeds will help fund the roughly $1.3 billion buyout of the company by Teachers' Private Capital. At close, Heartland Dental founder and chief executive officer Rick Workman will retain a significant minority position along with management and employees.

First-lien leverage is 3.6 times.

Heartland Dental is an Effingham, Ill.-based provider of office support services to dental offices.

TransFirst hits secondary

TransFirst Holdings' loans began trading as well, with the $400 million five-year first-lien term loan B (B1/B) quoted at par bid, par ½ offered, and the $225 million 51/2-year second-lien term loan (Caa2/CCC+) quoted at 98½ bid, 99½ offered, a trader said.

Pricing on the first-lien tranche is Libor plus 500 bps 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 second-lien tranche is priced at Libor plus 975 bps with a 1.25% Libor floor, and was sold at a discount of 97. This debt has hard call protection of 102 in year one and 101 in year two.

Recently, pricing on the first-lien loan was decreased from Libor plus 525 bps and the second-lien loan was upsized from $200 million.

Bank of America Merrill Lynch and GE Capital Markets are leading the deal that will be used to refinance existing debt, fund a dividend and redeem equity.

TransFirst, a Hauppauge, N.Y.-based provider of transaction processing services and payment enabling technologies, expects to close on the loans next week.

TCW frees up

TCW Group also broke for trading, with the $355 million seven-year term loan B (Ba1/BB+) quoted at par bid, par ½ offered, according to a trader.

Pricing on the B loan is Libor plus 300 bps with a step-down to Libor plus 275 bps when total leverage is less than 2.25 times and ratings are Ba1/BB+, effective after the delivery of the company's Dec. 31, 2013 financials. There is a 1% Libor floor and 101 soft call protection for one year, and the debt was sold at a discount of 991/2.

Earlier this week, pricing on the loan was reduced from Libor plus 325 bps, the step-down was added, the discount firmed at the tight end of the 99 to 99½ talk and 50 bps MFN was added for any incremental term loans.

The company's $405 million credit facility also includes a $50 million five-year revolver.

TCW funding buyout

Proceeds from TCW's credit facility and equity will be used to fund its purchase by the Carlyle Group from Societe Generale, to refinance existing debt and to fund working capital.

J.P. Morgan Securities LLC, Bank of America Merrill Lynch and Morgan Stanley Senior Funding Inc. are the lead banks on the deal.

Closing is expected in the first quarter of 2013.

As a result of the transaction, TCW management and employees will increase their ownership in the firm to about 40% on a fully diluted basis.

TCW is a Los Angeles-based asset management firm with around $130 billion under management.

Ascensus updates pricing

Ascensus set the coupon on its $175 million six-year term loan B (B2/B) at Libor plus 675 bps, the wide end of the Libor plus 650 bps to 675 bps talk, and revised the original issue discount to 98 from 981/2, according to a market source. The 1.25% Libor floor was unchanged.

Also, the loan now has hard call protection of 102 in year one and soft call protection of 101 in year two, instead of having 101 soft call protection for one year, the source said.

Morgan Stanley Senior Funding Inc. is leading the $185 million senior secured credit facility, which also includes a $10 million revolver.

Ascensus tops OID

With final terms in place, Ascensus' credit facility freed up, with the term loan B quoted at 98½ bid, 99½ offered, a source remarked.

Proceeds will be used fund the acquisition of ExpertPlan and to fund a dividend.

Closing is expected on Friday.

Ascensus is a Dresher, Pa.-based provider of retirement plan services. ExpertPlan is an East Windsor, N.J.-based provider of micro and small-plan recordkeeping and administrative services.

Consolidated pricing

Consolidated Precision Products revised final pricing on its $415 million seven-year covenant-light first-lien term loan (B1/B) to Libor plus 450 bps, the low end of initial talk of Libor plus 450 bps to 475 bps. Previously, it was thought that the spread would firm at the high end of the talk, according to a market source, who explained the debt received more demand than expected.

As before, the loan has a 1.25% Libor floor, an original issue discount of 99 and 101 soft call protection for one year.

The company $700 million credit facility also includes a $100 million five-year revolver (B1/B) that has a 50 bps unused fee and a $185 million 71/2-year covenant-light second-lien term loan (Caa1/CCC+) that is priced at Libor plus 925 bps with a 1.25% Libor floor and a discount of 98. The second-lien loan has call protection of 103 in year one, 102 in year two and 101 in year three.

Earlier, pricing on the second-lien debt was lifted from talk of Libor plus 825 bps to 850 bps, the discount moved from 981/2, the maturity was shortened from eight years and the call protection was changed from 102 in year one and 101 in year two.

Consolidated allocating soon

As previously reported, Consolidated Precision's credit facility is anticipated to allocate on Friday morning.

UBS Securities LLC, GE Capital Markets and RBC Capital Markets LLC are the bookrunners on the deal.

Proceeds will be used to help fund the acquisition of ESCO Corp.'s Turbine Technologies Group, a manufacturer of superalloy precision investment cast components, and to refinance existing debt.

Closing is expected following satisfaction of regulatory requirements and other customary conditions.

Consolidated Precision Products is a Pomona, Calif.-based manufacturer of highly engineered components and sub-assemblies, supplying the commercial aerospace, military and industrial markets with small-to-large function critical products.

MGM closes

In other news, MGM Resorts International closed on its $4 billion senior secured credit facility (Ba2/BB), consisting of a $1.2 billion five-year revolver, a $1.05 billion five-year term loan A and a $1.75 billion seven-year term loan B, according to a news release.

During syndication, the revolver was downsized from $1.25 billion, the term loan A was downsized from $1.25 billion and the term loan B was upsized from $1.5 billion.

The revolver and term loan A are priced at Libor plus 300 bps with no Libor floor.

Pricing on the B loan is Libor plus 325 bps, after flexing earlier from Libor plus 375 bps. The loan has a 1% Libor floor and 101 soft call protection for one year and was sold at an original issue discount of 991/2.

Deutsche Bank Securities Inc. and Bank of America Merrill Lynch were the joint physical books on the deal and joint lead arrangers with Barclays and J.P. Morgan Securities LLC.

The Las Vegas-based operator of destination resort brands used the credit facility, along with $1.25 billion of notes and cash on hand, to refinance existing notes and repay bank debt.

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