Select Medical hits secondary; KAR Auction revises loan; ON Semiconductor releases guidance

By Sara Rosenberg

New York, March 3 – Select Medical Holdings Corp. finalized the spread and original issue discount on its term loan F at the wide end of guidance, extended the call protection and then freed up for trading during Thursday’s market hours.

In more happenings, KAR Auction Services Inc. came out with updates to its term loan B-3 that included a potential upsizing, a reduction in the spread and firming the issue price at the tight end of talk.

Also, ON Semiconductor Corp. released price talk on its term loan B with launch, and Sears Holdings Corp. and Survey Sampling International LLC joined the new issue calendar.

Select Medical updated, trades

Select Medical firmed pricing on its $625 million term loan F (Ba2/B+) at Libor plus 500 basis points, the high end of the Libor plus 475 bps to 500 bps talk, set the original issue discount on at 98, the wide end of the 98 to 98.5 guidance, and extended the 101 soft call protection to one year from six months, according to a market source.

The loan still has a 1% Libor floor.

With final terms in place, the term loan F made its way into the secondary market on Thursday, and levels were quoted at 98¾ bid, 99¼ offered, a trader remarked.

J.P. Morgan Securities LLC is leading the deal that will be used to fund the acquisition of Physiotherapy Associates Holdings, Inc. for $400 million in cash and to refinance an existing term loan D.

Select Medical is a Mechanicsburg, Pa.-based health care company.

KAR tweaks deal

KAR Auction Services modified its seven-year term loan B-3 proposed amount to a range of $1.15 billion to $1.35 billion from just $1.15 billion, trimmed pricing to Libor plus 350 basis points from talk of Libor plus 375 bps to 400 bps and set the original issue discount at 99, the tight end of the 98.5 to 99 talk, a market source said.

As before, the still has a 0.75% Libor floor and 101 soft call protection for one year.

In connection with the term loan B-3, the company is also getting a $300 million five-year revolver.

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

J.P. Morgan Securities LLC is leading the debt (BB) that will be used to refinance a term loan B-1 due March 2017, to term out revolver drawings and for general corporate purposes.

KAR is a Carmel, Ind.-based provider of vehicle auction services and a provider of floorplan financing to independent and franchise used vehicle dealers.

ON Semiconductor sets talk

Also in the primary, ON Semiconductor held its bank meeting on Thursday, launching its $2 billion seven-year covenant-light term loan B with talk of Libor plus 450 bps with a 0.75% Libor floor, an original issue discount of 98 and 101 soft call protection for six months, according to a market source.

The company’s $2.4 billion credit facility (Ba1/BB) also includes a $400 million five-year revolver.

Commitments are due on March 16.

Deutsche Bank Securities Inc., Bank of America Merrill Lynch, HSBC Securities (USA) Inc. and SMBC are leading the deal that will be used with $400 million of senior unsecured notes to fund the acquisition of Fairchild Semiconductor International Inc. for $20.00 per share in an all cash transaction valued at about $2.4 billion.

Closing is expected in the second quarter.

ON Semiconductor is a Phoenix-based semiconductor company. Fairchild Semiconductor is a San Jose, Calif.-based semiconductor company.

Sears readies loan

Sears emerged with plans to hold a lender call on Friday to launch a $750 million incremental senior secured term loan due July 2020, a market source said.

Bank of America Merrill Lynch and Wells Fargo Securities LLC are leading the deal that will be used to reduce borrowings under the company’s asset-based revolving credit facility.

Closing on the incremental term loan is subject to obtaining lender commitments, market conditions and other conditions.

Sears is a Hoffman Estates, Ill.-based retailer.

Survey Sampling on deck

Survey Sampling set a lender call for Tuesday to launch a fungible $30 million add-on first-lien term loan, according to a market source.

Antares Capital is leading the debt that will be used for acquisition-related purposes.

The company’s existing first-lien term loan is priced at Libor plus 500 bps with a 1% Libor floor.

Survey Sampling is a Shelton, Conn.-based provider of data solutions and technology for consumer and business-to-business research.

Keurig closes

In other news, the acquisition of Keurig Green Mountain Inc. by a JAB Holding Co.-led investor group for $92.00 per share in cash, or a total equity value of about $13.9 billion, has been completed, a news release said.

To help fund the transaction and to refinance existing debt, Keurig got a new $6.4 billion senior secured deal (Ba3/BB) that includes a $500 million five-year revolver, a $3,075,000,000 five-year term loan A, a $1,875,000,000 U.S. seven-year covenant-light term loan B and an €842 million seven-year covenant-light term loan B.

Pricing on the U.S. term loan B is Libor plus 450 bps with a 0.75% Libor floor, and it was sold at an original issue discount of 98. The debt has 101 soft call protection for one year.

The euro term loan B is priced at Euribor plus 425 bps with a 0.75% floor, was issued at 98, and includes 101 soft call protection for one year.

And, the revolver and term loan A are priced at Libor plus 200 bps.

Keurig lead banks

J.P. Morgan Securities LLC, Goldman Sachs Bank USA, Morgan Stanley Senior Funding Inc., BNP Paribas Securities Corp., Citigroup Global Markets Inc., HSBC Securities (USA) Inc. and Rabobank led Keurig’s credit facility.

During syndication, the U.S. term loan B was downsized from $2,675,000,000, the euro term loan B was upsized from €250 million, and the term loan A was upsized from $2.95 billion. Also, pricing on the term B debt was increased from talk of Libor/Euribor plus 375 bps to 400 bps, the discount on the B loans firmed at the wide end of revised talk of 98 to 98.5 and wide of initial talk of 99, and the call protection was extended from six months.

JAB bought Keurig in partnership with strategic minority investors who are already shareholders in Jacobs Douwe Egberts BV, a coffee company, including Mondelez International and entities affiliated with BDT Capital Partners.

Keurig is a Waterbury, Vt.-based personal beverage system company.

Solera buyout completed

The acquisition of Solera Holdings Inc. by Vista Equity Partners for $55.85 per share in a transaction valued at $6.5 billion, including existing net debt, has closed, according to a news release.

To help fund the buyout, Solera got a new $2.5 billion senior secured credit facility (Ba3/B) consisting of a $1.5 billion U.S. and $700 million euro-equivalent seven-year term loan B, and a $300 million revolver.

Pricing on the term loan B debt is Libor/Euribor plus 475 bps with a 1% floor, and it was sold at an original issue discount of 97. The debt has 101 soft call protection for one year.

During syndication, U.S. and euro term B sizes firmed up from being labeled as to be determined, the total term loan B size was lifted from $1.9 billion-equivalent when the company’s bond offering was reduced to $1.73 billion from $2.03 billion, pricing was set at the high end of the Libor/Euribor plus 450 bps to 475 bps talk, the discount widened from 98, the call protection was extended from six months with the exception for dividend recapitalization deleted, the 12-month MFN sunset was removed and other documentation changes were made.

Goldman Sachs Bank USA, Citigroup Global Markets Inc., Jefferies Finance LLC, Macquarie Capital (USA) Inc., Nomura Securities International Inc. and UBS AG led the deal for the Westlake, Texas-based provider of software and services to the automobile insurance claims processing industry.

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