Pro Mach, Berlin, Monogram, Mavenir, Lakeshore, Janus break; SeaWorld, LifeMiles updated

By Sara Rosenberg

New York, Aug. 13 – Pro Mach Group Inc. finalized pricing on its term loans at the high size of guidance and made some documentation changes, Berlin Packaging set the spread on its term loan B at the wide end of talk, and Monogram Food Solutions LLC set pricing on its term loan B at the tight side of talk, and then these deals freed to trade on Friday.

Also, before breaking for trading, Mavenir Systems Inc. upsized its term loan B and finalized the spread at the narrow end of guidance, Lakeshore Recycling Systems (LRS Holdings LLC) upsized its funded term loan B and eliminated its delayed-draw term loan, set pricing at the low end of talk and tightened the issue price, and Janus International Group Inc. reduced the size of its incremental first-lien term loan and adjusted the original issue discount.

In other news, SeaWorld Parks & Entertainment Inc. increased the size of its first-lien term loan and firmed pricing at the low end of guidance, and LifeMiles Ltd. made a number of documentation changes to its first-lien term loan B.

Furthermore, Great Canadian Gaming Corp. came out with an update on a ticking fee for its term loan B, and Packers Holdings LLC (PSSI) joined the near-term primary calendar.

Pro Mach tweaked

Pro Mach set the spread on its $1.79 billion of covenant-lite term loans (B2/B-) at Libor plus 400 basis points, the high end of the Libor plus 375 bps to 400 bps talk, a market source said.

Also, the change of control waiver was revised to be tied to 7x total net leverage from 7.3x and the window will be limited to two years instead of seven years, the MFN was changed to 50 bps for 12 months, Serta protections were added, the company will host quarterly conference calls at the request of the administrative agent, and the excess cash flow sweep was modified to reduce the annual de-minimis threshold to $10 million and 5% of EBITDA and the sweep levels were reduced to first-lien net leverage of 4.5x and 4x, respectively, the source continued.

As before, term loan debt has a 25 bps step-down at 4.75x first-lien net leverage, a 1% Libor floor, an original issue discount of 99.5 and 101 soft call protection for six months.

The debt is split between a $1.54 billion seven-year term loan B, and a $250 million delayed-draw term loan with ticking fees of half the margin from days 46 to 90 and the full margin thereafter.

Pro Mach hits secondary

On Friday, Pro Mach’s term loan debt began trading, with levels quoted at 99¾ bid, par ¼ offered, a trader added.

Morgan Stanley Senior Funding Inc., Goldman Sachs Bank USA, MUFG, PNC Bank, Nomura and Macquarie Capital (USA) Inc. are leading the deal that will be used to fund mergers and acquisitions, refinance existing debt, fund a dividend to shareholders and pay related fees and expenses.

Closing is expected in late August.

Pro Mach, based near Cincinnati, is a provider of packaging solutions to the food, beverage, pharmaceutical, personal care and household and industrial goods industries.

Berlin finalizes, frees

Berlin Packaging firmed pricing on its $1.07 billion term loan B (B3/B-) due March 11, 2028 at Libor plus 375 bps, the high end of the Libor plus 350 bps to 375 bps talk, and left the 0.5% Libor floor, original issue discount of 99 and 101 soft call protection for six months unchanged, according to a market source.

In addition, the company changed the erroneous payment language to a claw-back period for agents to notify lenders of an error limited to 10 business days from unlimited previously, the source said.

During the session, the term loan broke for trading, with levels quoted at 99¼ bid, 99¾ offered, another source added.

Goldman Sachs Bank USA, Barclays, Jefferies LLC and MUFG are leading the deal that will be used to refinance an existing first-lien initial term loan, first-lien tranche B-1 term loan and second-lien term loan, fund cash to the balance sheet and pay transaction-related fees and expenses.

Oak Hill and CPPIB are the sponsors.

Berlin Packaging is a Chicago-based supplier of packaging services.

Monogram firms, trades

Monogram Food Solutions set pricing on its $435 million seven-year term loan B (B2/B) at Libor plus 400 bps, the low end of the Libor plus 400 bps to 425 bps talk, according to a market source.

The 0.5% Libor floor, original issue discount of 99 and 101 soft call protection for six months on the term loan were unchanged.

The term loan freed up on Friday, with levels quoted at 99¼ bid, par ¼ offered, another source added.

JPMorgan Chase Bank is leading the deal that will be used to help fund the buyout of the company by PPC Investment Partners LP.

Monogram Food is a Memphis-based food manufacturer.

Mavenir modified, breaks

Mavenir Systems lifted its term loan B to $585 million from $560 million and firmed the spread at Libor plus 475 bps, the low end of the Libor plus 475 bps to 500 bps talk, a market source said.

The term loan still has a 0.5% Libor floor, an original issue discount of 99 and 101 soft call protection for six months.

During the day, the term loan B made its way into the secondary market, with levels quoted at 99 5/8 bid, par 1/8 offered, another source added.

JPMorgan Chase Bank is leading the deal that will be used to refinance an existing term loan and add cash to the balance sheet.

Mavenir is a Richardson, Tex.-based network software provider.

Lakeshore reworked, trades

Lakeshore Recycling upsized its funded term loan B due 2028 to $323 million from a revised amount of $315 million and an initial size of $300 million, and cancelled plans for an $8 million delayed-draw term loan that was downsized from $23 million previously, a market source remarked.

Also, pricing on the term loan was set at Libor plus 425 bps, the low end of the Libor plus 425 bps to 450 bps talk, and original issue discount talk was changed to a range of 99 to 99.5 from just 99, before finalizing at 99.5, the source continued.

The term loan has a 25 bps step-down at 3.5x first-lien net leverage, a 0.75% Libor floor and 101 soft call protection for six months.

The company’s $398 million of credit facilities (B3/B) also include a $75 million revolver.

Recommitments were due at 11 a.m. ET on Friday and the term loan broke for trading later in the day, with levels quoted at 99¾ bid, par ½ offered, another source added.

JPMorgan Chase Bank is leading the deal that will be used to help fund the buyout of the Morton Grove, Ill.-based recycling and waste diversion services company by Macquarie Infrastructure and Real Assets.

Janus revised, frees

Janus International scaled back its fungible incremental first-lien term loan due February 2025 to $155 million from $175 million and changed the original issue discount to 99.5 from 99.27, according to a market source.

Pricing on the incremental term loan is Libor plus 325 bps with a 1% Libor floor.

The incremental term loan began trading in the afternoon, with levels quoted at 99¾ bid, par ¼ offered, another source added.

UBS Investment Bank is leading the deal that will be used to help fund the acquisition of DBCI from Cornerstone Building Brands.

Closing is expected in the third quarter, subject to customary conditions.

Janus is a Temple, Ga.-based manufacturer and supplier of turn-key self-storage, commercial and industrial building solutions. DBCI is a Douglasville, Ga.-based manufacturer of steel roll-up doors and building products for both the commercial and self-storage industries.

SeaWorld upsizes

Back in the primary market, SeaWorld raised its seven-year first-lien term loan to $1.2 billion from $1.1 billion and finalized the spread at Libor plus 300 bps, the low end of the Libor plus 300 bps to 325 bps talk, a market source remarked.

The term loan still has a 0.5% Libor floor, an original issue discount of 99 and 101 soft call protection for six months.

The company’s now $1.585 billion of senior secured credit facilities also include a $385 million five-year revolver.

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

JPMorgan Chase Bank is the left lead on the deal that will be used with $725 million of senior notes, which were downsized from $825 million with the term loan upsizing, and cash on hand to repay the company’s existing senior facilities and redeem up to $450 million of its 9½% second-priority senior secured notes due 2025.

SeaWorld is an Orlando, Fla.-based theme park operator.

LifeMiles changes docs

LifeMiles made some revisions to its $400 million five-year first-lien term loan B (B3), including increasing amortization to 10% per annum from 2.5% per annum, setting MFN for life for all term loans, not just broadly syndicated term loans, and removing the loophole from Serta and adding a blocker to J. Crew protections, according to a market source.

Furthermore, debt/lien general basket was reduced to $20 million from $40 million, timing of dividend was postponed to AVH exit, and the blocker under available amount was strengthened to default or EoD from just EoD, the source said.

Also, under investments, similar business, unrestricted subsidiaries and joint ventures have one $20 million shared basket, revised from three separate $20 million baskets, the non-loan party basket was changed to $15 million from $20 million, and the general basket was reduced to $50 million from $75 million with the blocker strengthened to payment/BK default or EoD from just EoD.

Under restricted payments, the general basket was changed to $20 million from $40 million with the blocker strengthened to payment/BK default or EoD from just EoD, and the ratio basket blocker was strengthened to payment/BK default or EoD from just EoD, the source added.

LifeMiles pricing terms

Pricing on LifeMiles’ term loan remained at Libor plus 525 basis points with a 1% Libor floor and an original issue discount of 99.

The term loan is non-callable for one year, then has hard call protection of 102 in year two and 101 in year three.

The term loan is expected to free to trade on Monday, the source added.

Morgan Stanley Senior Funding Inc. and Citigroup Global Markets Inc. are leading the deal that will be used to refinance an existing term loan B, to pay a dividend and for general corporate purposes.

LifeMiles is a Latin American coalition loyalty program and the operator of Avianca’s frequent flyer program.

Great Canadian updated

Great Canadian Gaming surfaced with plans to begin paying a ticking fee on Sept. 1 of half the drawn spread on its $725 million covenant-lite term loan B (B2/B+/BB+) due Nov. 1, 2026, a market source remarked. The fee will step-up on Oct. 1 to the full drawn spread.

Pricing on the term loan is Libor plus 400 bps with a step-down to Libor plus 375 bps upon ratings of B2/B/B with stable outlooks and a 0.75% Libor floor. The debt was sold at an original issue discount of 99.5 and has 101 soft call protection for six months.

During syndication, the term loan was upsized from U.S. dollar equivalent C$650 million as the company’s senior secured notes offering was reduced from its initially planned amount to C$425 million U.S. dollar equivalent, pricing was lowered from talk in the range of Libor plus 450 bps to 475 bps, the step-down was added and the discount was tightened from 99.

Great Canadian leads

Deutsche Bank Securities Inc., Barclays, TD Securities (USA) LLC, Macquarie Capital (USA) Inc., BMO Capital Markets and Citizens Bank are leading Great Canadian Gaming’s term loan.

The term loan allocated and freed to trade on June 16.

Proceeds will be used to help fund the buyout of the company by Apollo Global Management Inc. for C$45.00 in cash per share.

Closing on the transaction is still expected in the third quarter, the source added.

Great Canadian Gaming is an Ontario-based gaming, entertainment and hospitality company.

Packers on deck

Packers Holdings will hold a lender call at 10 a.m. ET on Monday to launch a fungible $165 million incremental senior secured first-lien term loan (//B) due March 9, 2028, according to a market source.

Jefferies LLC, Blackstone, Nomura and Morgan Stanley Senior Funding Inc. are leading the deal that will be used to fund the acquisition of Safe Foods Inc., a food safety performance management company.

Packers Holdings is a Kieler, Wis.-based provider of mission critical cleaning, sanitation and compliance services to the food processing industry.

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