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Published on 3/22/2018 in the Prospect News Bank Loan Daily.

Prince, Uber, Fogo de Chao, Wells Enterprises break; C.H. Guenther, HelpSystems, OSG revised

By Sara Rosenberg

New York, March 22 – Prince International Corp. moved some funds between its first-and second-lien term loans, updated pricing on the tranches and then freed to trade on Thursday, and deals from Uber Technologies Inc., Fogo de Chao Inc. and Wells Enterprises Inc. began trading too.

In other news, C.H. Guenther & Son Inc. (CHG PPC Parent LLC) upsized its first-lien term loan, lowered the spread and adjusted the issue price, HelpSystems LLC firmed pricing on its first-lien term loan at the high end of guidance and tightened original issue discounts on the first-and second-lien tranches, and Output Services Group Inc. (OSG Billing Services) shifted funds between its term loans, reduced the spread on the first-lien debt and set the issue price at the tight side of talk.

Also, ConvergeOne Holdings Corp., AssuredPartners Inc., Dole Food Co. Inc., Shearer’s Foods LLC and Trilliant Food & Nutrition set price talk with launch, and GI Revelation Acquisition LLC joined the near-term calendar.

Prince restructures

Prince International lifted its seven-year first-lien term loan (B2/B-) to $515 million from $505 million and finalized pricing at Libor plus 350 basis points, the low end of the Libor plus 350 bps to 375 bps talk, while leaving the 1% Libor floor, original issue discount of 99.5 and 101 soft call protection for six months unchanged, according to a market source.

Also, the company trimmed its eight-year second-lien term loan (Caa1/CCC+) to $150 million from $160 million and firmed pricing at Libor plus 775 bps, the high end of the Libor plus 750 bps to 775 bps talk, the source said. This tranche still has a 1% Libor floor, a discount of 99 and call protection of 102 in year one and 101 in year two.

Other changes included removing the 12 month MFN sunset so that the 75 bps MFN is set for life, changing the asset sale sweep to 100% of proceeds with no step-downs from 100% with step-downs to 50% at less than 4.1 times first-lien leverage and 0% at less than 3.6 times first-lien leverage, and setting a 25% EBITDA cap on add-backs for expected cost savings with an 18 month look forward period from of it being uncapped with a 24 month look forward period, the source continued.

Furthermore, the threshold limit on MFN was moved to $75 million from $107 million and the non-guarantor ratio based incurrence test was changed $30 million from $60 million.

Prince hits secondary

After terms finalized, Prince’s bank debt broke for trading, with the first-lien term loan quoted at par bid, 101 offered and the second-lien term loan quoted at 99¼ bid, another source added.

In addition to the term loans, the company’s $750 million of credit facilities provide for an $85 million revolver (B2/B-).

Goldman Sachs Bank USA, Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., Jefferies LLC and Morgan Stanley Senior Funding Inc. are leading the deal that will be used to help fund the buyout of the company by American Securities.

Closing is expected on March 29.

Prince is a Houston-based manufacturer of specialty additives, providing customized, value-added products and services to customers across a wide range of end markets.

Uber tops OID

Uber Technologies’ $1.5 billion seven-year covenant-light term loan B emerged in the secondary market as well, with levels quoted at par ¼ bid, par 5/8 offered, a market source said.

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

During syndication, the term loan was upsized from $1.25 billion, pricing was trimmed from talk in the range of Libor plus 425 bps to 450 bps and the discount was modified from 99.

Proceeds will be used for general corporate purposes.

Uber is a San Francisco-based online transportation network company.

Fogo de Chao breaks

Fogo de Chao’s credit facilities freed up, with the $325 million seven-year covenant-light first-lien term loan seen at par bid, par ¾ offered, according to a market source.

The term loan is priced at Libor plus 450 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.

On Wednesday, the term loan was upsized from $300 million, the spread was cut from talk in the range of Libor plus 500 bps to 525 bps and the discount was changed from 99.

The company’s $365 million of senior secured credit facilities also include a $40 million revolver.

Credit Suisse Securities (USA) LLC and Wells Fargo Securities LLC are leading the deal that will be used with equity to fund the buyout of the company by Rhone Capital for $15.75 per share, or about $560 million. The amount of equity for the transaction is being reduced with the recent term loan upsizing.

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

Fogo de Chao is a Dallas-based steakhouse chain.

Wells Enterprises frees up

Wells Enterprises’ $175 million covenant-light term loan (B1/BB) due 2025 began trading too, with levels quoted at par ½ bid, 101 offered, a trader remarked.

Pricing on the term loan is Libor plus 275 bps with a 0% 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, pricing on the term loan was reduced from talk in the range of Libor plus 300 bps to 325 bps and the discount was adjusted from 99.5.

BMO Capital Markets is leading the deal that will be used to refinance existing debt.

Closing is expected on March 29.

Wells Enterprises is a Le Mars, Iowa-based family owned ice cream and frozen treat manufacturer.

C.H. Guenther revised

Back in the primary market, C.H. Guenther & Son increased its first-lien term loan to $675 million from $655 million and reduced its second-lien term loan size, according to a market source.

Also, pricing on the first-lien term loan was trimmed to Libor plus 275 bps from talk in the range of Libor plus 300 bps to 325 bps and the original issue discount was tightened to 99.75 from 99.5, the source said.

The first-lien term loan still has a 0% Libor floor and 101 soft call protection for six months.

J.P. Morgan Securities LLC is leading the debt that will be used with equity to fund the buyout of the company by PPC Partners.

C.H. Guenther is a San Antonio, Texas-based producer of grain-based and seasoning products.

HelpSystems tweaked

HelpSystems firmed pricing on its $495 million seven-year first-lien term loan (B2/B-) at Libor plus 375 bps, the high end of the Libor plus 350 bps to 375 bps talk, and moved the original issue discount to 99.75 from 99.5, a market source remarked.

Furthermore, although the spread on the company’s $200 million eight-year second-lien term loan (Caa2/CCC) was left at Libor plus 775 bps with a 0% Libor floor, the discount was modified to 99.5 from 99, the source continued.

As before, the first-lien term loan has a 0% Libor floor and 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 $735 million of senior secured credit facilities also include a $40 million revolver (B2/B-).

Commitments remained due at 4 p.m. ET on Thursday, the source added.

Jefferies LLC, Antares Capital and Ares are leading the deal that will be used to fund HGGC LLC’s acquisition of a majority stake in the company.

HelpSystems is an Eden Prairie, Minn.-based provider of IT operations management and monitoring, cybersecurity, and business intelligence software.

Output Services sets changes

Output Services Group raised its funded first-lien term loan to $242.5 million from $230 million while trimming its second-lien term loan to $52.5 million from $65 million, a market source said.

Pricing on the funded first-lien term loan and $50 million delayed-draw first-lien term loan was lowered to Libor plus 425 bps from Libor plus 450 bps and the original issue discount firmed at 99.5, the tight end of the 99 to 99.5 talk, while the 1% Libor floor and 101 soft call protection for six months were left intact.

The second-lien term loan is still priced at Libor plus 850 bps with a 1% Libor floor and a discount of 98.5, and has call protection of 102 in year one and 101 in year two.

The company’s $360 million of credit facilities also include a $15 million revolver.

Recommitments are due at noon ET on Friday, the source added.

SunTrust Robinson Humphrey Inc. is leading the deal that will be used to refinance existing debt, add cash to the balance sheet and fund future acquisitions.

Output Services is a Ridgefield Park, N.J.-based provider of billing and customer communications services.

ConvergeOne reveals talk

ConvergeOne held its bank meeting on Thursday morning, and a few hours before the event kicked off, talk on its $650 million seven-year covenant-light first-lien term loan (B2/B) was announced at Libor plus 375 bps with a 1% Libor floor and an original issue discount of 99.5, according to a market source.

The term loan has 101 soft call protection for six months.

Commitments are due on April 4.

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

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

AssuredPartners holds call

AssuredPartners surfaced in the morning with plans to hold a lender call at noon ET to launch a $1,518,000,000 term loan B (B) due Oct. 22, 2024 talked at Libor plus 300 bps with a 0% Libor floor, an original issue discount of 99.75 to 99.875 for new dollars, a discount of 99.875 to par for rolled dollars and 101 soft call protection for six months, a market source said.

Commitments are due at noon ET on Wednesday, the source added.

Bank of America Merrill Lynch is the left lead on the deal that will be used to reprice an existing term loan B, and the $250 million of incremental term loan debt being raised will be used to pay down revolver borrowings, fund acquisitions expected to be completed before the transaction closes and reset liquidity for future acquisitions.

AssuredPartners is a Lake Mary, Fla.-based provider of property and casualty and employee benefits insurance brokerage services.

Dole Food guidance

Dole Food released talk of Libor plus 250 bps with a 1% Libor floor, an original issue discount of 99.875 and 101 soft call protection for six months on its $938,125,000 senior secured term loan B due April 6, 2024 that launched with an afternoon lender call, a market source remarked.

Commitments/consents are due at noon ET on March 29, the source added.

Morgan Stanley Senior Funding Inc. is leading the deal that will be used to reprice an existing term loan B.

Along with the repricing, the company is looking to amend the permitted holders definition in the credit agreement.

Dole is a Westlake Village, Calif.-based fruit and vegetables company.

Shearer’s Foods floats terms

Shearer’s Foods held its bank meeting, launching its $235 million incremental first-lien term loan and repricing of its existing roughly $280 million first-lien term loan at talk of Libor plus 425 bps with a 1% Libor floor, a market source said.

The incremental loan is talked with an original issue discount of 99.5, the repricing is offered at par and all of the term loan debt is getting 101 soft call protection for six months.

Commitments are due on April 5, the source added.

Antares Capital and Golub Capital are leading the deal.

Proceeds from the incremental loan will be used to redeem in full the $235 million principal amount outstanding under the company’s existing senior secured notes, and the repricing will take the existing term loan up from around Libor plus 393 bps with a 1% Libor floor.

The incremental loan and repriced loan will be combined with the company’s roughly $220 million first-lien term loan that is currently priced at Libor plus 425 bps with a 1% Libor floor, resulting in a single tranche sized at about $735 million and maturing on June 30, 2021.

Shearer’s Foods, a portfolio company of Ontario Teachers’ Pension Plan, is a Massillon, Ohio-based private label supplier and contract manufacturer of salty snacks, cookies and crackers.

Trilliant launches

Trilliant Food announced early that it would hold a lender call at 11 a.m. ET to launch a $270 million covenant-light term loan B (B3/B-) due Sept. 22, 2024 talked at Libor plus 325 bps to 350 bps with a 25 bps step-down if the corporate family rating is revised to B2/B or greater with at least a stable outlook, a 1% Libor floor, a par issue price and 101 soft call protection for six months, according to a market source.

Commitments are due at noon ET on Wednesday, the source id.

Wells Fargo Securities LLC is leading the deal that will be used to reprice an existing term loan B down from Libor plus 400 bps with a 1% Libor floor.

Blackstone is the sponsor.

Trilliant Food is a Little Chute, Wis.-based beverage company.

GI Revelation on deck

GI Revelation set a bank meeting for 1:30 p.m. ET on Monday to launch $615 million of senior secured credit facilities, a market source said.

The facilities consist of a $50 million five-year revolver, a $415 million seven-year first-lien term loan that has 101 soft call protection for six months, and a $150 million eight-year second-lien term loan that has hard call protection of 102 in year one and 101 in year two, the source added.

Jefferies LLC, SunTrust Robinson Humphrey Inc., Goldman Sachs Bank USA and KKR Capital Markets are leading the deal.

Proceeds will be used to fund the acquisitions of Consilio and Advanced Discovery by GI Partners, and combination of the two businesses.

The Advanced Discovery purchase is expected to close in late March, and the Consilio acquisition and subsequent merger are expected to close in the second quarter, subject to usual and customary conditions.

Consilio is a provider of eDiscovery, document review and legal consulting services. Advanced Discovery is a provider of eDiscovery and risk management, partnering with law firms and corporations.


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