Freif North American Power breaks; Everyware, Semtech revise deals; Ennis-Flint sets talk

By Sara Rosenberg

New York, March 2 - Freif North American Power I's strip of term loan and letter-of-credit facility debt emerged in the secondary market on Friday, with levels seen above the original issue discount price.

Moving to the primary market, Everyware came out with a number of investor-friendly revisions to its term loan B, including flexing pricing higher, shortening tenor, and sweetening call premiums, amortization and the excess cash flow sweep.

Also coming out with updates was Semtech Corp., as it reverse-flexed pricing on its term loan A, finalized the spread on its term loan B at the tight end of talk while trimming the Libor floor and accelerated the commitment deadline.

Meanwhile, Ennis-Flint released price talk on its credit facility in connection with its bank meeting, and Avis Budget Car Rental LLC launched its term loan in line with previously outlined guidance.

Furthermore, United Surgical Partners International Inc. surfaced with plans for some new bank debt and an amend and extend offer, and Tube City IMS Corp., Yankee Candle Co. Inc., Oberthur Technologies and Crestwood Holdings LLC are getting ready to come to market with new deals as well.

Freif frees up

Freif North American Power's credit facility broke for trading on Friday, with the strip of $210 million term loan and $33 million letter-of-credit facility debt quoted at 98¾ bid, 99¾ offered, according to a market source.

Pricing on the $243 million seven-year deal firmed in line with initial talk at Libor plus 450 basis points, and the debt was sold at an original issue discount of 98. The term loan has a 1.5% Libor floor and 101 call protection for one year.

Deutsche Bank Securities Inc., Barclays Capital Inc., Citigroup Global Markets Inc. and Macquarie Capital are leading the deal.

Proceeds will be used to help fund the acquisition by First Reserve Corp. and CalPERS of a diversified portfolio of U.S. contracted natural gas fired power generation plants totaling 1,068 MW from Arclight Capital.

Everyware reworks loan

Switching to the primary, Everyware made changes to the pricing, maturity, call protection, amortization and excess cash flow sweep on its $150 million term loan B (B3/B) and is asking for lenders to recommit to the transaction by Thursday, according to a market source.

The term loan B, now maturing in 5½ years as opposed to six years, is priced at Libor plus 775 bps, up from Libor plus 700 bps, the source said. As before, there is a 1.5% Libor floor and an original issue discount of 98.

Additionally, there is now has hard call protection of 102 in year one and 101 in year two, with the exception being amortization, excess cash flow sweep and other repayments from operating cash flow, which will be made at par. Initially, the loan only had 101 soft call protection for one year.

Also, amortization on the term B is $5 million in 2012, $10 million in 2013 and $12 million each year thereafter, revised from 1% per annum, and the excess cash flow sweep is 75%, dropping to 50% when leverage is below 1.75 times, revised from 50% with step downs to be determined, the source added.

Everyware getting revolver

With the new term loan B, Everyware is also getting a $75 million five-year ABL revolver with expected pricing being on a grid ranging from Libor plus 175 bps to 275 bps based on availability.

Barclays Capital Inc. is the lead bank on the term loan B, and Wells Fargo Securities LLC is leading the revolver.

Proceeds from the $225 million credit facility will be used to refinance existing debt and pay a dividend in connection with the formation of the company through the merger of Oneida Ltd. and Anchor Hocking Co. by sponsor Monomoy Capital Partners.

Oneida is a tabletop brand and Anchor Hocking is a manufacturer and marketer of foodservice and retail glassware.

Semtech updates pricing

Semtech was another company to come out with modifications in the morning, although its changes were due to strong demand, and, investors were then asked to get their commitments in by 3 p.m. ET, pushed up from the original March 8 deadline, according to a market source.

Under the new terms, the company's $100 million amortizing term loan A is priced at Libor plus 275 bps with a step-down is to Libor plus 250 bps at 1.5 times gross leverage, versus initial talk of Libor plus 300 bps with a step-down to Libor plus 275 at 1.5 times gross leverage, the source remarked. There is still no Libor floor and the debt still has an original issue discount of 991/2.

As for the $250 million term loan B, pricing firmed at Libor plus 325 bps with a 1% Libor floor and an original issue discount of 99, the source continued. Initial talk had been Libor plus 325 bps to 350 bps with a 1.25% floor and a discount of 99.

Semtech buying Gennum

Proceeds from Semtech's $350 million of new five-year term loans (Ba2) and cash on hand will fund the acquisition of Gennum Corp. for C$13.55 in cash per share for a transaction value of about C$500 million.

Jefferies & Co. is the lead bank on the term loans.

Closing on the acquisition is subject to the receipt of approval of at least 66 2/3% of votes cast by Gennum shareholders and approval of the Ontario Superior Court of Justice.

Semtech is a Camarillo, Calif.-based supplier of analog and mixed-signal semiconductors. Gennum is a Burlington, Ont.-based supplier of high-speed analog and mixed-signal semiconductors for the optical communications and video broadcast markets.

Associated Asphalt spread

Associated Asphalt made it official, firming pricing as expected on its $190 million six-year term loan B at Libor plus 575 bps, the wide end of the Libor plus 550 bps to 575 bps talk, according to a market source. The 1.5% Libor floor and original issue discount of 98 were left unchanged.

The term loan B consists of a $170 million funded tranche and a $20 million six-month delayed-draw tranche that were sold together.

The company's $280 million credit facility (B2/B+) also provides for a $90 million five-year revolver governed by a borrowing base.

KeyBanc Capital Markets LLC is the bookrunner on the deal and a lead arranger with Nomura and Fifth Third Securities Inc.

Proceeds will be used to help fund the buyout of the company by Goldman Sachs Capital Partners.

Associated Asphalt, a Roanoke, Va.-based supplier of liquid asphalt to the paving industry, will have total leverage of around 3.4 times.

Ennis-Flint talk emerges

In more primary happenings, Ennis-Flint held a bank meeting at 10 a.m. ET on Friday to launch its $405 million credit facility, and shortly before the event took place, price talk on the transaction began circulating around the market, according to a source.

The $50 million five-year revolver and the $240 million six-year first-lien term loan B are both talked at Libor plus 500 bps with a 1.25% Libor floor and an original issue discount of 981/2, the source said. The term loan B has 101 repricing protection for one year.

Meanwhile, the $115 million 61/2-year second-lien term loan is talked at Libor plus 900 bps with 1.25% Libor floor and an original issue discount of 98, the source continued. Call protection on this tranche is 103 in year one, 102 in year two and 101 in year three.

Lead bank, Credit Suisse Securities (USA) LLC, is seeking commitments by March 16.

Ennis-Flint merger

Proceeds from Ennis-Flint's credit facility will be used to refinance existing debt in conjunction with the merger of Ennis Traffic Safety Solutions and Flint Trading Inc.

Closing on the merger of the two companies, which are both majority owned by Brazos Private Equity Partners LLC, is expected in the second quarter.

With this transaction, first-lien leverage is 3.7 times and total leverage is 5.4 times, the source added.

Ennis-Flint, with corporate offices in Dallas and Thomasville, N.C., is a provider of pavement markings that offers a range of products, including traffic paint, conventional and preform thermoplastics, and raised pavement markers.

Avis launches

Avis Budget Car Rental launched its $375 million seven-year term loan B with a call on Friday at previous expected talk of Libor plus 325 bps with a 1% Libor floor and an original issue discount of 99, according to a market source. The loan includes 101 soft call protection for one year.

Commitments are due on Thursday.

J.P. Morgan Securities LLC, Bank of America Merrill Lynch, Barclays Capital Inc. and Deutsche Bank Securities Inc. are the lead banks on the deal that will be used to refinance existing debt.

Avis is a Parsippany, N.J.-based vehicle rental operator.

United Surgical timing

United Surgical Partners surfaced with plans to launch a new $455 million credit facility and an amendment and extension of its existing $503 million first-lien term loan B due 2014 with a bank meeting at 10 a.m. ET in New York on Monday, according to a market source.

The new facility consists of a $125 million five-year revolver and a $330 million incremental first-lien term loan B due 2019, the source said.

J.P. Morgan Securities LLC and Barclays Capital Inc. are leading the deal that will be used, along with new senior notes and cash on hand, to repay the company's existing $437.5 million senior subordinated notes and to fund a roughly $270 million special dividend to equity holders.

United Surgical Partners is a Dallas-based owner and operator of ambulatory surgery centers and surgical hospitals.

Tube City readies loan

Also on the topic of new issues, Tube City IMS has set a bank meeting for 2:30 p.m. ET in New York on Monday to launch a proposed $300 million seven-year senior secured institutional term loan, according to a market source.

J.P. Morgan Securities LLC is the lead bank on the deal that will be used to refinance an existing term loan B that matures on Jan. 25, 2014 and redeem 9¾% senior subordinated notes due Feb. 1, 2015.

Tube City is a Glassport, Pa.-based provider of outsourced industrial services to steel mills.

Yankee coming soon

Yankee Candle will be holding a bank meeting on Tuesday to launch a proposed $755 million senior secured credit facility that is being led by Bank of America Merrill Lynch and Barclays Capital Inc., according to sources.

The facility consists of a $580 million seven-year term loan B (Ba3) and a $175 million five-year asset-based revolver, sources said, adding that price talk is not yet available.

Proceeds will be used to refinance an existing credit facility and redeem $180 million of 8½% senior notes due 2015.

Yankee Candle is a South Deerfield, Mass.-based designer, manufacturer, wholesaler and retailer of scented candles.

Oberthur plans loan

Another deal to get announced was Oberthur Technologies, with the company scheduled to hold a bank meeting on Tuesday to launch a $250 million term loan B, according to a market source.

The U.S. term loan B is being carved out of a €410 million term loan B, the source said.

RBC Capital Markets LLC, Barclays Capital Inc. and Lloyds Securities LLC are the lead banks on the deal that will be used to refinance some bank debt that was used for the company's buyout by Advent International late last year.

Oberthur Technologies is France-based provider of security and identification solutions and services based on smart card technologies.

Crestwood sets launch

Crestwood Holdings, a Houston-based energy company, scheduled a bank meeting for March 9 to launch a $400 million term loan B that will include call protection of 103 in year one, 102 in year two and 101 in year three, according to sources. Price talk is not yet out.

Bank of America Merrill Lynch, BNP Paribas Securities Corp., Citigroup Global Markets Inc., RBC Capital Markets LLC, RBS Securities Inc. and UBS Securities LLC are leading the deal that will be used to refinance existing debt and fund the company's portion of a joint venture that will purchase Antero Resources Appalachian Corp.'s Marcellus Shale gathering system in West Virginia for $375 million.

The joint venture is being done with Crestwood Midstream Partners LP, who, at closing, will contribute around $131 million in exchange for its 35% ownership interest. Crestwood Holdings will contribute about $244 million in exchange for its 65% ownership interest.

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

Universal American closes

In other news, Universal American Corp. closed on its $225 million senior secured credit facility consisting of a $150 million term loan and a $75 million revolver, according to a news release.

The revolver was upsized from an original amount of $50 million.

Bank of America Merrill Lynch led the deal that was used to help fund the acquisition of APS Healthcare Inc. for $227.5 million from GTCR LLC. The purchase price included about $150.5 million in cash to retire APS' outstanding debt and other liabilities and the issuance of $77 million of Universal American common stock.

Universal American is a Rye Brook, N.Y.-based provider of health benefits to people with Medicare. APS is a White Plains, N.Y.-based specialty health care services company.

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