Energizer, DXP, Ryman, Epicor break; Kindred, Novolex, Electrical Components, iStar updated

By Sara Rosenberg

New York, June 21 – Energizer Holdings Inc. lowered pricing on its term loan B and set the issue price at the wide side of guidance, and DXP Enterprises Inc. set the spread on its term loan at the high side of talk, and then these deals freed to trade on Thursday.

Other deals to emerge in the secondary market during the session included Ryman Hospitality Properties Inc.’s (RHP Hotel Properties LP) and Epicor Software Corp.

In more happenings, Kindred At Home sweetened the spread, original issue discount and call protection on its first-lien term loan debt, and reduced pricing on its second-lien term loan, and Kindred Healthcare Inc. raised pricing on its term loan B, widened the issue price and extended the call protection.

Also, Novolex increased the size of its incremental first-lien term loan and modified the original issue discount, Electrical Components International Inc. made another adjustment to the issue price on its second-lien term loan.

Furthermore, iStar Inc. finalized pricing on its term loan at the high end of guidance, and Authentic Brands Group LLC (ABG Intermediate Holdings 2 LLC) set the issue price on its incremental first-and second-lien term loans at the tight end of talk.

Additionally, Edelman Financial Center LLC and Evoqua Water Technologies (EWT Holding III Corp.) accelerated the commitment deadlines on their loan deals, and BWAY Holding Co., QualTek USA LLC and Oasis Outsourcing Holdings Inc. announced price talk with launch.

Energizer updated, trades

Energizer trimmed pricing on its $1 billion seven-year covenant-light term loan B to Libor plus 225 basis points from Libor plus 250 bps and finalized the original issue discount at 99.5, the wide end of the 99.5 to 99.75 talk, according to a market source.

As before, the term loan B has a 0% Libor floor and 101 soft call protection for six months.

The company’s $1.6 billion of credit facilities (BB+) also include a $400 million revolver and a $200 million term loan A.

After terms finalized, the B loan made its way into the secondary market and levels were quoted at par bid, par 3/8 offered, another source added.

J.P. Morgan Securities LLC is the left lead on the deal that will be used with $500 million of senior notes and €650 million of senior notes to fund the $2 billion acquisition of Spectrum Brands’ Global Battery and Portable Lighting Business and to refinance Energizer’s existing credit facilities.

Closing is expected before year-end, subject to regulatory approvals and customary conditions.

Energizer is a St. Louis-based manufacturer of primary batteries and portable lighting products.

DXP sets spread, breaks

DXP Enterprises firmed pricing on its $248.75 million senior secured term loan due August 2023 at Libor plus 475 bps, the high end of the Libor plus 450 bps to 475 bps talk, according to a market source.

The term loan still has a 1% Libor floor, a par issue price and 101 soft call protection for six months.

During the session, the loan freed to trade and levels were seen at par ¼ bid, 101¼ offered, another source added.

Goldman Sachs Bank USA is leading the deal that will be used to reprice an existing term loan down from Libor plus 550 bps with a 1% Libor floor.

Closing is expected during the week of June 25, the source added.

DXP is a Houston-based provider of maintenance, repair, operating products, equipment and services to industrial customers.

Ryman hits secondary

Ryman Hospitality Properties’ $495 million covenant-light term loan B (Ba3/BB) due May 11, 2024 broke as well, with levels seen at par bid, par ¼ offered, a market source said.

Pricing on the term loan is Libor plus 200 bps with a 0% Libor floor and it was issued at par. The debt has 101 soft call protection for six months.

During syndication the company removed a step-down to Libor plus 175 bps when the corporate family rating is Ba3/BB- from the term loan.

Deutsche Bank Securities Inc., US Bank, Wells Fargo Securities LLC, J.P. Morgan Securities LLC, Bank of America Merrill Lynch, Credit Agricole, Bank of Nova Scotia and Capital One are leading the deal that will be used to reprice an existing term loan B down from Libor plus 225 bps with a 0% Libor floor.

Ryman is a Nashville-based real estate investment trust specializing in group-oriented, destination hotel assets in urban and resort markets.

Epicor begins trading

Epicor’s fungible $75 million incremental term loan B due June 1, 2022 surfaced in the secondary as well, with levels quoted at 99 7/8 bid, par 1/8 offered, according to a market source.

Pricing on the incremental loan is Libor plus 325 bps with a 0% Libor floor, in line with existing term loan B pricing, and the debt was sold at an original issue discount of 99.75.

Jefferies LLC and KKR Capital Markets are leading the deal that will be used to pay down second-lien term loan borrowings.

Epicor is an Austin, Texas-based provider of enterprise business software services.

Kindred At Home modified

Back in the primary market, Kindred At Home increased pricing on its $1.35 billion seven-year covenant-light first-lien term loan (B1/B) and $850 million seven-year covenant-light first-lien delayed-draw term loan (B1/B) to Libor plus 375 bps from talk in the range of Libor plus 325 bps to 350 bps, revised the original issue discount to 99 from 99.5 and extended the 101 soft call protection to one year from six months, a market source remarked. The debt still has a 0% Libor floor.

Additionally, the company cut pricing on its $475 million eight-year second-lien term loan (Caa1/CCC+) to Libor plus 700 bps from talk in the range of Libor plus 725 bps to 750 bps, and left the 0% Libor floor, discount of 99 and hard call protection of 102 in year one and 101 in year two unchanged, the source continued.

J.P. Morgan Securities LLC, Morgan Stanley Senior Funding Inc., Citigroup Global Markets Inc., Goldman Sachs Bank USA, Bank of America Merrill Lynch, Capital One, RBC Capital Markets and Wells Fargo Securities LLC are leading the $2,675,000,000 in term loans.

Kindred At Home buyout

Proceeds from Kindred At Home’s new debt will be used to help fund its acquisition by TPG Capital, Welsh, Carson, Anderson & Stowe (WCAS) and Humana Inc., and subsequent merger with Curo Health Services, a hospice operator, which is being bought by TPG Capital, WCAS and Humana for about $1.4 billion.

Closing on the Kindred transaction is expected this summer, subject to stockholder approval, regulatory approvals and other customary conditions, and closing on the Curo acquisition is expected this summer, after the closing of the Kindred At Home buyout, subject to state and federal regulatory approvals and other customary conditions.

Upon completion, Kindred At Home, a home health, hospice and community care company, will be owned 40% by Humana, with the remaining 60% owned by TPG and WCAS.

Kindred Healthcare revised

Kindred Healthcare raised pricing on its $410 million seven-year covenant-light term loan B (B3/B+) to Libor plus 500 bps from talk in the range of Libor plus 425 bps to 450 bps, moved the original issue discount to 99 from 99.5 and extended the 101 soft call protection to one year from six months, while leaving the 0% Libor floor intact, according to a market source.

The company’s $860 million of credit facilities also include a $450 million asset-based revolver.

J.P. Morgan Securities LLC, Morgan Stanley Senior Funding Inc., Citigroup Global Markets Inc., Goldman Sachs Bank USA, Bank of America Merrill Lynch, Capital One, RBC Capital Markets and Wells Fargo Securities LLC are leading the deal that will help fund the buyout of the company by TPG Capital and Welsh, Carson, Anderson & Stowe (WCAS).

Closing is expected this summer, subject to the approval by the stockholders of Kindred, regulatory approvals and other customary conditions.

Kindred Healthcare is a Louisville, Ky.-based health care services company.

Novolex tweaks loan

Novolex lifted its seven-year incremental first-lien term loan to $1.4 billion from $1.3 billion and changed the original issue discount to 99.75 from 99.5, a market source remarked.

As before, the term loan is priced at Libor plus 325 bps with a leverage-based step-down and a 0% Libor floor, and has 101 soft call protection for six months.

Recommitments were due at 5 p.m. ET on Thursday, the source added.

Credit Suisse Securities (USA) LLC, J.P. Morgan Securities LLC, Deutsche Bank Securities Inc., Jefferies LLC, Goldman Sachs Bank USA, Citigroup Global Markets Inc. and Morgan Stanley Senior Funding Inc. are leading the deal that will be used to fund the acquisition of the Waddington Group from Newell Brands Inc.

Novolex, a Carlyle portfolio company, is a Hartsville, S.C.-based packaging company that serves the retail, grocery, food service, hospitality, institutional and industrial markets. Waddington is a Covington, Ky.-based manufacturer and marketer of packaging and disposables serving the foodservice, bakery, deli, produce and confectionery markets.

Electrical Components adjusted

Electrical Components modified the original issue discount on its $115 million eight-year second-lien term loan to 94 from revised talk of 96 and initial talk of 99, a market source said.

The second-lien term loan is still priced at Libor plus 850 bps with a 0% Libor floor, and has hard call protection of 103 in year one, 102 in year two and 101 in year three.

The company’s $798 million of credit facilities also include a $100 million five-year revolver, and a $583 million seven-year first-lien term loan priced at Libor plus 425 bps with a 0% Libor floor and an original issue discount of 99. The first-lien term loan has 101 soft call protection for six months.

Previously in syndication, the first-lien term loan was upsized from $570 million, pricing was lifted from talk in the range of Libor plus 375 bps to 400 bps and the discount was changed from 99.5, and the second-lien term loan was downsized from $125 million, pricing was increased from talk in the range of Libor plus 775 bps to 800 bps, and the hard call protection was revised from 102 in year one and 101 in year two.

Electrical Components leads

Barclays, Credit Suisse Securities (USA) LLC, Goldman Sachs Bank USA, RBC Capital Markets, Bank of America Merrill Lynch and Jefferies LLC are leading Electrical Components’ credit facilities.

Allocations are expected on Friday, the source added.

The new debt will be used to help fund the buyout of the company by Cerberus Capital Management LP from KPS Capital Partners LP. The $3 million in extra funds raised from the first-lien term loan upsizing will be used to cover the wider original issue discounts.

Closing is subject to customary conditions.

Electrical Components is a St. Louis-based manufacturer of wire harnesses, control boxes and value-added assembly services for consumer appliance and specialty-industrial applications.

iStar firms

iStar set pricing on its $650 million term loan (BB-) due June 2023 at Libor plus 275 bps, the high end of the Libor plus 250 bps to 275 bps talk, and left the 0% Libor floor, original issue discount of 99.875 and 101 soft call protection for six months intact, according to a market source.

J.P. Morgan Securities LLC, Barclays, Bank of America Merrill Lynch and Morgan Stanley Senior Funding Inc. are leading the deal that will be used to refinance an existing $377 million term loan due October 2021 priced at Libor plus 300 bps with a 0.75% Libor floor and redeem a portion of the company’s $770 million senior unsecured notes due July 2019.

iStar is a New York-based investor and developer of real estate and real estate related projects.

Authentic Brands finalized

Authentic Brands set the original issue discount on its $70 million incremental covenant-light first-lien term loan due Sept. 29, 2024 and $30 million incremental covenant-light second-lien term loan due Sept. 29, 2025 at 99.75, the tight end of the 99.5 to 99.75 guidance, a market source remarked.

As before, pricing on the first-lien term loan is Libor plus 350 bps with a 1% Libor floor and the debt has 101 soft call protection through Oct. 30, and pricing on the second-lien term loan is Libor plus 775 bps with a 1% Libor floor and the debt has the same 102, 101 hard call protection as the existing second-lien term loan.

Bank of America Merrill Lynch, Barclays and KeyBanc Capital Markets are leading the $100 million in incremental term loans that will be used with borrowings under the company’s existing $90 million delayed-draw first-lien term loan and $30 million delayed-draw second-lien term loan to fund the acquisition of Nine West and Bandolino brands, and pay associated fees and expenses.

Authentic Brands is a New York-based acquirer and manager of consumer brands in the fashion, sports and celebrity/entertainment sectors.

Edelman moves deadline

Edelman Financial Center changed the commitment deadline on its $2,055,000,000 of senior secured credit facilities to 5 p.m. ET on Monday from Tuesday, a market source said.

The facilities consist of a $150 million five-year revolver (B1/B), a $1.41 billion seven-year covenant-light first-lien term loan B (B1/B) and a $495 million eight-year covenant-light second-lien term loan (Caa1/CCC+).

Talk on the first-lien term loan is Libor plus 325 bps with a 25 bps step-down at 0.5 times inside closing first-lien secured leverage, a 0% Libor floor, an original issue discount of 99.5 and 101 soft call protection for six months, and talk on the second-lien term loan is Libor plus 700 bps with a 0% Libor floor, a discount of 99 and hard call protection of 102 in year one and 101 in year two.

Morgan Stanley Senior Funding Inc., J.P. Morgan Securities LLC, Barclays, Deutsche Bank Securities Inc. and UBS Investment Bank are the joint lead arrangers and bookrunners on the deal, with Morgan Stanley the left lead on the first-lien term loan and JPMorgan the left lead on the second-lien term loan.

Edelman funding acquisition

Proceeds from Edelman Financial’s credit facilities will be used to finance the purchase of Financial Engines Inc. for $45 per share in cash. The transaction has a total value of about $3.02 billion.

Other funds for the transaction will come from up to $1.45 billion in equity.

Closing is expected in the third quarter, subject to approval by Financial Engines stockholders, regulatory approval and other customary conditions.

Edelman Financial, which is majority owned by Hellman & Friedman, is an independent financial planning firm. Financial Engines is a Sunnyvale, Calif.-based independent investment adviser.

Evoqua accelerated

Evoqua Water Technologies moved up the commitment deadline on its $150 million incremental first-lien term loan due December 2024 to noon ET on Monday from noon ET on June 28, according to a market source.

Talk on the incremental loan is Libor plus 300 bps with a 1% Libor floor and an original issue discount of 99.75.

Credit Suisse Securities (USA) LLC is leading the deal that will be used to fund the acquisition of ProAct Services Corp., a provider of on-site treatment services of contaminated water, from Hammond, Kennedy, Whitney & Co. Inc. and members of management for $132 million, to replenish the internally funded purchases of two recent acquisitions and for general corporate purposes.

Pro forma net leverage is expected to be about 3.6 times following the transaction and financing.

Evoqua is a Warrendale, Pa.-based provider of equipment and services for water treatment.

BWAY guidance

Also in the primary market, BWAY held is lender call on Thursday and launched its fungible $400 million incremental covenant-light term loan B (B) due April 3, 2024 at talk of Libor plus 325 bps with a 0% Libor floor, an original issue discount of 99.5 and 101 soft call protection for six months, a market source said.

Commitments are due at 11 a.m. ET on June 28, the source added.

Bank of America Merrill Lynch, Goldman Sachs Bank USA, BMO Capital Markets and Citigroup Global Markets Inc. are leading the deal that will be used to help fund the acquisition of Industrial Container Services from Centerbridge Partners LP in a cash and stock transaction that has an enterprise value of about $1 billion.

Closing is subject to customary conditions, including regulatory approvals.

BWAY is an Atlanta-based manufacturer of rigid metal and plastic containers. Industrial Container is a Maitland, Fla.-based provider of container solutions, container services and container management systems.

QualTek reveals talk

QualTek came out with talk of Libor plus 525 bps to 550 bps with a 1% Libor floor, an original issue discount of 99 and 101 soft call protection for six months on its $290 million seven-year first-lien term loan that launched with a morning bank meeting, a market source remarked.

Commitments are due on July 9, the source added.

Fifth Third Bank is leading the term loan.

The company is also getting a $65 million ABL revolver for which PNC is the lead arranger and the sole lender.

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

QualTek is a King of Prussia, Pa.-based provider of turnkey solutions, including engineering, installation, fulfillment and program management, to the telecommunications and power sectors.

Oasis launches

Oasis Outsourcing held its lender call in the morning, launching its fungible $87 million add-on first-lien term loan due June 30, 2023 at issue price talk of par, according to a market source.

The add-on term loan is priced at Libor plus 325 bps with a 1% Libor floor, in line with the existing term loan.

Commitments are due at 5 p.m. ET on Wednesday, the source added.

RBC Capital Markets, SunTrust Robinson Humphrey Inc., Citizens Bank and KeyBanc Capital Markets are leading the deal that will be used to fund acquisitions.

Oasis Outsourcing, a Stone Point Capital and Kelso & Co. owned company, is a West Palm Beach, Fla.-based provider of comprehensive and cost-effective HR outsourcing services to small- and medium-sized businesses.

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