Empire, United Continental, Zuffa, PVH, Spirit Aero break; Renaissance shifts on buyout

By Sara Rosenberg

New York, March 13 - Empire Generating Co. LLC, United Continental Holdings Inc., Zuffa LLC, PVH Corp. and Spirit AeroSystems Inc. freed up for trading on Thursday, and Renaissance Learning's first- and second-lien term loans moved around on buyout news.

Switching to the primary, CEVA Group plc lifted the size of its U.S. term loan while firming the spread at the tight end of revised talk, modifying the offer price and adding a euro term loan to the mix, and IMG Worldwide Holdings Inc. raised price talk on its term debt and revised the original issue discount and call protection on its first-lien tranche.

In addition, SunGard Availability Services and Medpace Inc. released price talk with their launches, and Capital Safety North America Holdings Inc., Lineage Logistics, CRC Health Corp., Caelus Energy Alaska 03 LLC and Mattress Holding Corp. emerged with new deal plans.

Empire tweaks deal, trades

Empire Generating pushed out the 101 soft call protection on its $430 million seven-year term loan B and $30 million seven-year letter-of-credit term loan C to one year from six months, while keeping pricing at Libor plus 425 basis points with a 1% Libor floor and an original issue discount of 99, according to a market source.

With final terms in place, the strip of term loan B and C debt broke for trading on Thursday, with levels were seen at 99½ bid, par ¼ offered, a trader remarked.

The company's $480 million credit facility includes a $20 million five-year revolver as well.

Deutsche Bank Securities Inc., Barclays and Credit Agricole Securities (USA) Inc. are leading the deal that will be used to refinance existing debt and for general corporate purposes.

Empire Generating is the owner of a combined cycle, natural gas fired power plant in Rensselaer, N.Y., with a seasonal weighted capacity of 645 megawatts.

United Continental frees up

United Continental's $893 million term loan B due April 2019 emerged in the secondary as well, with levels quoted at par bid, par ½ offered, according to a trader.

The term loan B is priced at Libor plus 275 bps with a 0.75% Libor floor and was issued at par. There is 101 soft call protection for one year.

J.P. Morgan Securities LLC, Barclays, Bank of America Merrill Lynch, Credit Agricole Securities (USA) Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., Goldman Sachs Bank USA and Morgan Stanley Senior Funding Inc. are leading the deal that will be used to reprice an existing term loan from Libor plus 300 bps with a 1% Libor floor.

United Continental is a Chicago-based airline operator.

Zuffa hits secondary

Zuffa's $475 million term loan (BB+) due February 2020 freed up for trading too, with levels quoted at par ¼ bid, par ½ offered, according to a trader.

Pricing on the loan is Libor plus 300 bps with a 0.75% Libor floor and it was issued at par. There is 101 soft call protection for one year.

Earlier this week, the loan was upsized from $446 million and the spread firmed at the wide end of the Libor plus 275 bps to 300 bps talk.

Deutsche Bank Securities Inc., Goldman Sachs Bank USA, J.P. Morgan Securities LLC, Bank of America Merrill Lynch and RBC Capital Markets are leading the deal that will be used to reprice an existing term loan from Libor plus 325 bps with a 1% Libor floor, and the funds from the recent upsizing will be used to repay revolver borrowings.

Zuffa is a Las Vegas-based sports and media company that owns the Ultimate Fighting Championship (UFC).

PVH tops OID

PVH's bank debt also broke, with the $250 million fungible add-on term loan B due Feb. 13, 2020 quoted at par bid, par 3/8 offered, according to a trader.

The add-on term loan B is priced at Libor plus 250 bps with a 0.75% Libor floor (in line with the existing B loan) and was sold at an original issue discount of 993/4. There is a step-down under the add-on and under the existing roughly $939 million term loan B to Libor plus 225 bps when net total leverage is 2.75 times, and 101 soft call protection for six months on all of the term B debt.

During syndication, the incremental term loan was revised from a $400 million non-fungible tranche due Feb. 13, 2020, the step-down was added to the add-on and existing B loan debt and the call protection was added to the existing term loan B.

PVH pro rata details

PVH's $3.925 billion credit facility (Ba1) also provides for a $750 million multicurrency revolver due Feb. 13, 2019 and an existing $1.636 billion existing term loan A due Feb. 13, 2019, both of which are seeing a one-year maturity extension from 2018 for which lenders were offered a 10 bps extension fee, and a $350 million fungible add-on term loan A due Feb. 13, 2019 that was upsized from $200 million when the incremental B loan was downsized.

Pricing on all of the revolver and term loan A debt is Libor plus 175 bps, subject to a grid, unchanged from existing pricing, and investors got a 25 bps upfront fee on the add-on term loan A.

Barclays, Bank of America Merrill Lynch, Citigroup Global Markets Inc. and RBS Securities Inc. are leading the deal that will be used to refinance existing debt, including 7 3/8% notes due 2020.

PVH is a Bridgewater, N.J.-based apparel company.

Spirit AeroSystems breaks

Another deal to begin trading was Spirit AeroSystems, with its $540 million term loan due Sept. 15, 2020 quoted at 99 7/8 bid, par 1/8 offered, a trader said.

Pricing on the loan is Libor plus 250 bps with a 0.75% Libor floor and it was sold at an original issue discount of 993/4. There is 101 soft call protection for one year.

Bank of America Merrill Lynch and Morgan Stanley Senior Funding Inc. are leading the deal that will be used to reprice and extend an existing term loan due April 18, 2019 that is priced at Libor plus 300 bps with a 0.75% Libor floor.

Spirit AeroSystems is a Wichita, Kan.-based aircraft parts company.

Renaissance reacts to buyout

Also in trading, Renaissance Learning's first-lien term loan fell to par 1/8 bid, par 5/8 offered from par 3/8 bid, 101 1/8 offered and its second-lien term loan rose to 102 bid from 101¼ bid, 102 offered following an announcement that the company will be acquired by Hellman & Friedman from the Permira funds, a trader said.

The company is expected to get new debt led by Bank of America Merrill Lynch, Credit Suisse Securities (USA) LLC and RBC Capital Markets to help fund its $1.1 billion buyout, another source remarked.

Closing is expected in the second quarter, subject to the waiting period under the HSR Act and customary conditions.

Renaissance Learning is a Wisconsin Rapids, Wis.-based provider of technology-based school improvement and student assessment programs for K-12 schools.

CEVA retructures

Over in the primary, CEVA increased its seven-year first-lien covenant-light term loan to $1,015,000,000 from $875 million, set the spread at Libor plus 550 bps, the low end of revised talk of Libor plus 550 bps to 575 bps but up from initial talk of Libor plus 500 bps, and changed the original issue discount to 98½ from revised talk of 98 and initial talk of 99, according to a market source.

As before, the U.S. term loan, of which $275 million is for a synthetic letter-of-credit facility, has a 1% Libor floor and soft call protection of 102 in year one and 101 in year two (revised recently from a 101 soft call for six months).

Other changes that surfaced on Thursday was the addition of a €50 million seven-year first-lien covenant-light term loan that is priced at Euribor plus 550 bps with a 1% floor and a discount of 981/2, and has soft call protection of 102 in year one and 101 in year two, the source remarked.

The company's credit facility also includes a $250 million five-year revolver.

CEVA trims notes

With the increase in bank debt, CEVA downsized its first-priority senior secured notes to $300 million from $400 million and its first-and-a-half priority senior secured notes to $325 million from $425 million, the source added.

Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., Goldman Sachs Bank USA, Morgan Stanley Senior Funding Inc., UBS Securities LLC and Apollo are leading the credit facility that will be used with the notes to refinance existing bank and bond debt and pre-fund letters of credit.

The company is tendering for its $562 million of 8 3/8% senior secured notes due 2017, $210 million of 11 5/8% senior secured notes due 2016 and $12 million 11½% junior priority senior secured notes due 2018, and the tender offers expire on March 31.

CEVA is a London-based supply chain management company.

IMG reworks loans

IMG Worldwide increased talk on its $1.9 billion seven-year covenant-light first-lien term loan (B1/B) to Libor plus 400 bps to 425 bps from Libor plus 325 bps to 350 bps, widened the original issue discount to 99 from 99½ and extended the 101 soft call protection to one year from six months, according to sources, who said the 1% Libor floor was left intact.

Additionally, pricing on the $450 million eight-year covenant-light second-lien term loan (Caa1/B-) was lifted to Libor plus 725 bps from Libor plus 675 bps, while the 1% Libor floor, discount of 99 and call protection of 102 in year one and 101 in year two were unchanged, sources continued.

The company's $2.45 billion credit facility also includes a $100 million revolver (B1/B).

J.P. Morgan Securities LLC, Barclays, Deutsche Bank Securities Inc. and RBC Capital Markets are leading the deal that will help fund the buyout of the New York-based sports, fashion and media company by Silver Lake Partners and William Morris Endeavor Entertainment LLC from Forstmann Little & Co. and refinance existing debt.

SunGard discloses talk

SunGard Availability Services held its bank meeting on Thursday, launching its $1,025,000,000 five-year term loan with talk of Libor plus 450 bps with a 1% Libor floor, an original issue discount of 99½ and 101 soft call protection for one year, according to market sources.

J.P. Morgan Securities LLC is the left lead on the deal (Ba3) that will be used with new bonds to fund the company's spinoff from SunGard Data Systems Inc. to existing stockholders, including private equity owners.

Closing is expected as early as this quarter, subject to the satisfaction of various customary conditions, including the receipt of financing, opinions of counsel as to the tax-free nature of the split-off and related transactions, and final approval of SunGard's board of directors.

SunGard Availability Services is a Wayne, Pa.-based provider of disaster recovery services, managed IT services, information availability consulting services and business continuity management software.

Medpace sets guidance

Medpace came out with talk of Libor plus 400 bps with a 1% Libor floor, an original issue discount of 99 and 101 soft call protection for six months on its $530 million seven-year covenant-light term loan that launched with a bank meeting during the session, a market source said.

Also included in the company's new $590 million credit facility (B2) is a $60 million revolver.

Commitments are due on March 24, the source added.

Jefferies Finance LLC, Barclays, Credit Suisse Securities (USA) LLC, UBS Securities LLC and Wells Fargo Securities LLC are leading the deal that will be used to help fund the buyout of the company by Cinven from CCMP Capital.

Medpace is a Cincinnati-based full-service clinical research organization providing phase 1 to 4 core development services for drug, biologic, and device programs.

Capital Safety on deck

Capital Safety scheduled a bank meeting for 10:30 a.m. ET in New York on Tuesday to launch a $900 million credit facility, according to a market source.

The facility consists of a $65 million five-year revolver, a $700 million seven-year first-lien term loan with a 1% Libor floor and a $135 million eight-year second-lien term loan with a 1% Libor floor, the source said.

UBS Securities LLC, Morgan Stanley Senior Funding Inc., Goldman Sachs Bank USA, Mizuho Securities USA Inc. and KKR Capital Markets are leading the deal that will be used to repay existing debt and fund a distribution to shareholders.

Capital Safety is a Red Wing, Minn.-based provider of fall protection, confined space and rescue equipment.

Lineage coming soon

Lineage Logistics emerged with plans to hold a bank meeting on Tuesday to launch a $700 million credit facility, according to a market source.

The facility consists of a $100 million ABL revolver and a $600 million term loan, the source said.

Credit Suisse Securities (USA) LLC, Goldman Sachs Banks USA and MCS Capital are leading the deal that will be used to fund the acquisition of Millard Refrigerated Services and to refinance existing debt.

Lineage Logistics is a Colton, Calif.-based cold storage warehousing and logistics company. Millard is an Omaha, Neb.-based third-party warehousing and logistics company.

CRC readies deal

CRC Health set a bank meeting for 9:30 a.m. ET in New York on Friday to launch an $840 million credit facility comprised of a $65 million revolver, a $475 million first-lien covenant-light term loan and a $300 million second-lien covenant-light term loan, according to market sources.

Citigroup Global Markets Inc. and Credit Suisse Securities (USA) LLC are leading the deal, with Citi left lead on the first-lien debt and Credit Suisse left lead on the second-lien debt.

Proceeds will be used by the Cupertino, Calif.-based operator of addiction recovery centers to refinance existing debt.

Caelus joins calendar

Caelus Energy Alaska will hold a bank meeting in New York on Friday to launch a $300 million seven-year second-lien covenant-light term loan, according to a market source.

Commitments are due on March 28.

The northern slope of Alaska oil and gas company is also getting a $115 million ABL facility that is fully subscribed and not being marketed, the source added.

Credit Suisse Securities (USA) LLC, RBC Capital Markets, BMO Capital Markets, Societe Generale and HSBC Securities (USA) Inc. are leading the deal that will be used to help fund the acquisition of Pioneer Natural Resources Alaska Inc. by Dallas-based Caelus Energy LLC from Pioneer Natural Resources Co., to prefund capital expenditures and for general corporate purposes.

Mattress plans call

Mattress Holding scheduled a conference call for 10:00 a.m. ET on Monday to launch a $100 million add-on term loan due Jan. 18, 2016, according to a market source.

UBS Securities LLC is leading the deal that will be used to repay revolver borrowings and fund an acquisition.

Mattress Holding is a Houston-based mattress retailer.

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