SeaWorld, Crestwood break as pricing firms; Energy Transfer, Ennis, Tenneco revise deals

By Sara Rosenberg

New York, March 20 - SeaWorld Parks & Entertainment Inc. finalized the original issue discount on its add-on term loan, which then made its way into the secondary market on Tuesday and saw trades taking place above the discount price.

Also, Crestwood Holdings LLC reverse flexed pricing on its term loan B in the morning, asked for recommitments by late afternoon and, by the end of the day, the debt had freed up for trading as well.

In more loan happenings, Energy Transfer Equity LP made some changes to its term B, firming the size as the cash and stock consideration for its acquisition of Southern Union Co. has been determined, lowering the spread and the Libor floor, widening the original issue discount and eliminating amortization.

Additionally, Ennis-Flint revised its capital structure, increasing its first-lien term loan B amount and decreasing its revolver size, while leaving all other terms unchanged, and Tenneco Inc. upsized its revolver.

Furthermore, Alon USA Energy Inc. and Aveta Inc. released talk with their launches, Atlantic Broadband Finance LLC and ThermaSys Corp. began circulating price talk on their upcoming deals, and TASC Inc. and Landry's Inc. announced new loan plans.

SeaWorld hits secondary

SeaWorld Parks & Entertainment saw its $500 million add-on term loan (Ba3/BB-) break for trading on Tuesday at 99¼ bid, 99½ offered after the original issue discount on the debt finalized at 98.751, according to a trader. Initial discount guidance on the loan had been 98¾ to 99.

Pricing on the loan is Libor plus 300 basis points with a 1% Libor floor, which matches existing term loan pricing. There is 101 soft call protection for one year.

Bank of America Merrill Lynch, Barclays Capital Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co., J.P. Morgan Securities LLC and Macquarie Capital are leading the deal that will fund a distribution to shareholders.

In order to get the add-on, the company needed to amend its credit facility, and lenders were offered a 25 bps fee for consents. The fee was increased from 15 bps during the negotiation process.

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

Crestwood starts trading

Crestwood Holdings' $400 million term loan B (Caa1/CCC+) freed up late in the day at 98¾ bid, 99 3/8 offered after some revisions were made to pricing earlier in the session, according to a market source.

In the morning, the company trimmed pricing on the loan to Libor plus 825 bps from Libor plus 850 bps, while leaving the 1.5% Libor floor, original issue discount of 98½ and call protection of 103 in year one, 102 in year two and 101 in year three intact, sources said.

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 the lead banks on the deal.

Proceeds will be used to refinance existing debt and fund the $375 million purchase of Antero Resources Appalachian Corp.'s Marcellus Shale gathering system assets located in Harrison and Doddridge counties, W.Va.

Crestwood joint venture

For the acquisition, Crestwood Holdings is entering into a joint venture with Crestwood Midstream Partners LP, with Crestwood Holdings contributing about $244 million in exchange for a 65% ownership interest in the joint venture and Crestwood Midstream contributing around $131 million in exchange for a 35% ownership interest.

The new joint venture will be getting a $200 million revolver to fund future capital requirements related to growth in the Area of Dedication, and the lead banks on Crestwood Holdings' term loan will participate in this revolver.

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

Crestwood Holdings is a Houston-based energy company. Crestwood Midstream is a Houston-based midstream master limited partnership that owns and operates gathering, processing, treating and compression assets servicing natural gas producers.

Energy Transfer reworks deal

Energy Transfer released updates on its five-year senior secured term loan B (Ba2/BB-), setting the size at $2 billion and pricing at Libor plus 300 bps with a 0.75% Libor floor and an original issue discount of 98, according to a market source.

By comparison, at launch the loan was talked at up to $2.25 billion with pricing of Libor plus 350 bps with a 1% Libor floor and an original issue discount of 981/2.

Also, the loan no longer amortizes, the source said. Initially, it was set to amortize at a rate of 1% per annum, with the balance due at maturity.

As before, the term loan includes 101 soft call protection for one year.

Lead banks Credit Suisse Securities (USA) LLC, Wells Fargo Securities LLC, BNP Paribas Securities Corp., RBS Securities Inc. and SunTrust Robinson Humphrey Inc. are seeking recommitments by Wednesday and are planning to give out allocations later this week.

Energy Transfer acquisition

Proceeds from Energy Transfer's term loan B will be used to help fund the purchase of Southern Union Co. for $44.25 in cash or one common unit per Southern Union share, repay revolver borrowings and for general partnership purposes.

The final amount of the term loan B is being determined by how many Southern Union shareholders elect to receive cash in exchange for their shares. Based on preliminary results, holders of about 55% of outstanding Southern Union shares, or around 68.6 million Southern Union shares, chose cash, and the remaining 45% of outstanding Southern Union shares chose common units.

Other funds for the transaction, which is expected to close on Monday, will come from a portion of the proceeds from Southern Union's contribution of its 50% interest in Citrus Corp. to Energy Transfer Partners LP in exchange for $2 billion.

Energy Transfer Equity is a Dallas-based provider of energy-related services. Southern Union is a Houston-based transporter, gatherer, processor and distributor of natural gas.

Ennis-Flint retranches

Ennis-Flint reworked sizes of its credit facility, lifting its six-year first-lien term loan B to $252 million from $240 million, trimming its five-year revolver to $38 million from $50 million and leaving the 61/2-year second-lien term loan at $115 million, according to a market source.

Pricing on the deal was unchanged - so the revolver and first-lien term loan B are at Libor plus 500 bps with a 1.25% Libor floor and an original issue discount of 981/2, and the second-lien term loan is at Libor plus 900 bps with 1.25% Libor floor and an original issue discount of 98.

Also left intact were call premiums of 101 soft call for one year on the first-lien term loan B, and 103 in year one, 102 in year two and 101 in year three on the second-lien loan.

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

Credit Suisse Securities (USA) LLC is the lead arranger on the deal.

Ennis-Flint merger

Ennis-Flint's credit facility is in connection with its formation through the merger of two Brazos Private Equity Partners LLC companies, Ennis Traffic Safety Solutions and Flint Trading Inc. The merger is expected to be completed in the second quarter.

Proceeds from the new deal will be used to refinance existing debt.

Leverage is around 3.7 times through the first-lien and around 5.4 times total.

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

Tenneco ups revolver

Tenneco increased its revolver to $850 million from $700 million, while leaving pricing on the tranche, as well as on a $250 million term loan A, at Libor plus 250 bps, according to a market source.

J.P. Morgan Securities LLC is the lead bank on the now $1.1 billion credit facility (Baa3/BBB-/BBB-), up from $950 million.

Proceeds will be used to refinance existing debt.

Tenneco is a Lake Forest, Ill.-based designer, manufacturer and seller of emission control and ride control products and systems for light, commercial, and specialty vehicle applications.

Alon pricing emerges

Also in the primary, Alon USA held a meeting on Tuesday afternoon to launch its $700 million six-year secured term loan B (B2/B+), at which time talk of Libor plus 525 bps with a 1.25% Libor floor, an original issue discount of 98 and 101 soft call protection for one year was announced, a source said.

Goldman Sachs & Co. is the lead bank on the deal that will be used to repay an existing roughly $425 million term loan, to retire all $216.5 million of Alon Refining Krotz Springs Inc.'s 13½% senior secured notes due 2014 and for general corporate purposes.

Up to $250 million of the new term loan B may be a delayed-draw component depending on how the tender goes for the notes, and the potential delayed-draw debt is talked with a fee of 200 bps for the first three months and 300 bps for the next three months, the source concluded.

Alon USA, a Dallas-based refiner and marketer of petroleum products, is seeking commitments for the term loan by early April.

Aveta launches

Aveta also launched, and talk on its $550 million five-year credit facility surfaced at Libor plus 650 bps with a 2% Libor floor and an original issue discount of 97, according to a market source.

The facility is comprised of a $50 million revolver and a $500 million term loan B, which has soft call protection of 102 in year one and 101 in year two, the source said.

Commitments are due at 5 p.m. ET on March 29.

Bank of America Merrill Lynch is the lead bank on the deal that will be used to refinance existing debt and fund a dividend.

Aveta is a Fort Lee, N.J.-based medical management company.

Atlantic Broadband talk

Atlantic Broadband started going out with price talk on its proposed $1.06 billion senior secured credit facility as the newly announced deal is getting ready to launch with a conference call at 11 a.m. ET on Wednesday, according to a market source.

The $50 million five-year revolver and $660 million seven-year first-lien term loan B are being talked at Libor plus 400 bps with a 1.25% Libor floor and an original issue discount of 99, and the term has 101 soft call protection for one year, the source said.

Meanwhile, the $350 million 71/2-year second-lien term loan is being talked at Libor plus 850 bps with a 1.25% floor and a discount of 98, and will be non-callable for one year, then at 103 in year two, 102 in year three and 101 in year four, the source continued. There is a carve-out under the call protection for change of control within the first 24 months, subject to certain criteria.

Atlantic recapitalizing

Proceeds from Atlantic Broadband's credit facility will be used to repay all of its outstanding bank debt and 9.375% senior subordinated notes due 2014, and to fund a roughly $345 million dividend.

The existing credit facility consists of a $25 million revolver due in 2015 and a $485.8 million term loan due in 2016. Pricing on the term loan is Libor plus 300 bps with a 1% Libor floor, and it had been sold at par when obtained about a year ago.

Credit Suisse Securities (USA) LLC is leading the new deal that will leverage the company at 4.3 times through the first-lien and 6.5 times through the second-lien.

Atlantic Broadband is a Quincy, Mass.-based cable provider.

ThermaSys reveals guidance

ThermaSys is gearing up to launch with a bank meeting $123 million of incremental loans on Wednesday, and it too came out with price talk ahead of the event, according to a market source.

Both the $15 million add-on revolver the $108 million add-on term loan B are talked at Libor plus 450 bps to 500 bps with a 1% Libor floor and an original issue discount of 99, the source said.

By comparison, the existing credit facility, comprised of a $30 million revolver and a $112 million term loan, is priced at Libor plus 450 bps with a 1.25% floor, and was sold at 99 when done early this year.

Whether pricing on the existing deal will change with the add-ons is still to be determined, the source added.

GE Capital Markets is the lead bank on the add-ons that will be used to fund an acquisition.

ThermaSys is a Montgomery, Ala.-based supplier of highly engineered copper/brass and aluminum heat exchanger components and assemblies.

TASC plans add-on

TASC will be hosting a conference call at 10 a.m. ET on Wednesday to launch a $65 million incremental term loan that will have pricing consistent with existing term loan pricing at Libor plus 325 bps with a 1.25% Libor floor, according to a market source, who said the original issue discount is still to be determined.

Commitments are due at 5 p.m. ET on Friday.

Barclays Capital Inc., RBC Capital Markets LLC, KKR Capital Markets and Deutsche Bank Securities Inc. are leading the deal.

Use of proceeds for the loan are not yet available, the source added.

TASC is a Chantilly, Va.-based provider of advanced systems engineering and technical assistance to the defense, intelligence, federal and homeland security markets.

Landry's readies deal

Landry's is holding one-on-one meetings with investors about a new credit facility, and a bank meeting is expected to take place during the week of March 26 to formally launch the transaction, a market source told Prospect News.

The credit facility is part of a roughly $1.35 billion debt package, the source said.

Proceeds will be used to refinance a $231 million term loan and $100 million revolver at Landry's, a $193 million term loan and $15 million revolver at Morton's Restaurant Group Inc., and other debt.

Jefferies & Co. is the lead bank on the deal.

Landry's is a Houston-based full-service restaurant, hospitality and entertainment company.

TowerCo nets interest

In other news, TowerCo Finance LLC's $397 million term loan B repricing was already filled out ahead on Tuesday's commitment deadline, according to a market source.

The loan is talked at Libor plus 350 bps with a 1% Libor floor, compared to pricing of Libor plus 375 bps with a 1.5% Libor floor when it was obtained in January 2011.

With the repricing, the 101 soft call protection will be extended for one year.

Morgan Stanley Senior Funding, Inc. is the lead arranger on the deal and a joint bookrunner with TD Securities (USA) LLC and Fifth Third Securities Inc. TD is the administrative agent.

TowerCo is a Cary, N.C.-based owner and leaser of communication towers.

Tube City closes

Tube City IMS Corp. completed its $300 million seven-year senior secured term loan B (B1/B+) that is priced at Libor plus 450 bps with a 1.25% Libor floor, according to a news release. The debt was sold at an original issue discount of 99 and includes 101 soft call protection for one year.

During syndication, pricing on the loan was reduced from talk of Libor plus 475 bps to 500 bps and the discount tightened from 981/2.

J.P. Morgan Securities LLC, Credit Suisse Securities (USA) LLC, Bank of America Merrill Lynch and Wells Fargo Securities LLC are the lead banks on the deal that was used to refinance an existing term loan B due Jan. 25, 2014 and 9¾% senior subordinated notes due Feb. 1, 2015.

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

Semtech wrap

Semtech Corp. closed its purchase of Gennum Corp. for C$13.55 in cash per share, according to a news release, for which it obtained $350 million of new five-year term loans (Ba2) led by Jefferies & Co.

The debt consists of a $250 million term loan B priced at Libor plus 325 bps with a 1% Libor floor, and sold at an original issue discount of 99, and a $100 million amortizing term loan A that is priced at Libor plus 275 bps with a step-down to Libor plus 250 bps at 1.5 times gross leverage, and sold at a discount of 991/2.

During syndication, pricing on the term loan B firmed at the low end of the Libor plus 325 bps to 350 bps talk and the floor was reduced from 1.25%, and pricing on the term loan A was reverse flexed from talk of Libor plus 300 bps with a step-down to Libor plus 275.

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.

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