Rovi, TASC break; Lawson flexes; Spirit, Skilled Healthcare, WIL, Preferred Sands set talk

By Sara Rosenberg

New York, March 28 - Rovi Corp. saw its term loan B hit the secondary market on Wednesday, with levels seen above the original issue discount price, and TASC Inc.'s incremental term loan began trading as well.

Moving to the primary market, Lawson Software Inc. revised its credit facility, raising pricing on the U.S. term loan B and the term loan B-1, updating B-1 discount talk and setting a range on the euro term B loan carve out amount.

Also, Spirit AeroSystems Inc., Skilled Healthcare Group Inc. and WIL Research Co. Inc. came out with pricing guidance in connection with their launches, Preferred Sands LLC released talk on its upcoming loan, and Press Ganey Associates Inc. emerged with plans to bring a refinancing deal to market.

Rovi tops OID

Rovi's $585 million seven-year term loan B freed up on Wednesday, with levels quoted at 99 5/8 bid, par 1/8 offered, according to a trader.

Pricing on the loan is Libor plus 300 basis points with a step-down to Libor plus 275 bps when total leverage is less than 4.0 times. There is a 1% Libor floor and 101 soft call protection for one year, and it was sold at an original issue discount of 991/2.

During syndication, the B loan was upsized from $550 million as an incremental term loan A was downsized to $215 million from $250 million, the step-down and call protection were added and the discount tightened from 99.

J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC are the joint lead arrangers and bookrunners, with Bank of America Merrill Lynch also a bookrunner, on the $800 million of term loans (Ba2/BB) that will be used to refinance an existing term loan B and provide balance sheet flexibility.

Rovi is a Santa Clara, Calif.-based provider of digital entertainment services.

TASC frees up

TASC's $75 million incremental term loan (B1/BB-) also broke for trading, with levels quoted at 98¼ bid, 99¼ offered, according to a market source. The debt trades separately from the existing term loan, which was quoted at 98½ bid, 99½ offered, until it funds in about 30 days, the source added.

Pricing on the incremental loan is Libor plus 325 bps with a 1.25% Libor floor, in line with existing term loan pricing, and it was sold at an original issue discount of 98.

On Tuesday, the loan was upsized from $65 million and the discount firmed at the wide end of the 98 to 98½ talk.

Barclays Capital Inc., RBC Capital Markets LLC, KKR Capital Markets and Deutsche Bank Securities Inc. are leading the deal that will be used to take out mezzanine notes due 2016.

Leverage is 4.5 times senior secured, 5.7 times gross total and 5.4 times net total.

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

Hawker holds steady

Also in trading, Hawker Beechcraft Inc.'s strip of bank debt was relatively flat on Wednesday on the back of news of a new $120 million incremental term loan and a forbearance agreement under its existing credit facility, according to a trader.

The strip was quoted at 74½ bid, 76½ offered in the morning and by the afternoon the loan had moved to 74 bid, 76 offered, compared to 74½ bid, 76 offered on Tuesday, the trader said.

Proceeds from the incremental loan will be used to fund the company's ongoing operations as it works with lenders on a comprehensive recapitalization.

And, under the forbearance, which expires on June 29, lenders holding about 70% of the company's bank debt agreed to postpone some interest payments on the revolver and term loans, and covenant relief was obtained.

Hawker Beechcraft is a Wichita, Kan.-based manufacturer of business, special mission, light attack and trainer aircraft.

Lawson reworks pricing

Switching to the primary, Lawson Software modified its credit facility, lifting talk on the U.S. term loan B to Libor plus 500 bps from talk of Libor plus 450 bps to 475 bps, and on the $400 million 41/2-year term loan B-1 to Libor plus 450 bps from guidance of Libor plus 400 bps to 425 bps, according to a market source.

Also, it was announced that the $3.1 billion six-year term loan B will include a €200 million to €250 million tranche, and talk on this debt is Euribor plus 550 bps, the source said.

All of the term loan debt includes a 1.25% floor and 101 soft call protection for one year.

The term loan B continues to be offered at an original issue discount of 99, while the term loan B-1 is now talked at 99 to 991/2, compared to just 99 previously, the source remarked.

Commitments towards the company's $3.65 billion senior secured credit facility (Ba3/B+), which also includes a $150 million five-year revolver, are due at 3 p.m. ET on Thursday.

Lawson lead banks

Bank of America Merrill Lynch, Credit Suisse Securities (USA) LLC, J.P. Morgan Securities LLC, Morgan Stanley Senior Funding Inc., Barclays Capital Inc., Deutsche Bank Securities Inc., RBC Capital Markets LLC and KKR Capital Markets are the lead banks on Lawson's credit facility.

Proceeds, along with $1.35 billion-equivalent senior notes, will be used to refinance existing debt in connection with the company's merger with Infor Global Solutions Holdings Ltd. The notes were upsized from $1.15 billion so the company can repay a holdco PIK loan.

Under the proposal, 100% of the outstanding capital stock of Infor Global Solutions Intermediate Holdings Ltd. and 100% of the outstanding capital stock of Lawson will be contributed to a new Cayman Islands exempted company that is being referred to as ComboCo.

Lawson, a St. Paul, Minn.-based provider of enterprise software, and Infor Global, a New York-based provider of business software, are both currently owned by Golden Gate Capital.

Pinnacle adds call premium

Pinnacle Foods Finance LLC added 101 soft call protection for one year to its proposed extended term loan B, according to a market source.

As before, the Mountain Lakes, N.J.-based packaged foods company is looking to extend a portion of its $1.2 billion term loan B by 2½ years to October 2016 at pricing of Libor plus 350 bps, versus non-extended pricing of Libor plus 250 bps, and lenders are being offered a 15 bps extension fee.

Along with the extension, the company is getting a new $150 million five-year revolver (Ba3/B+) and a new $400 million 61/2-year term loan E (Ba3/B+).

The existing credit facility is being amended to allow for the extension and the new term debt.

Amendment consents, for which lenders will get a 10 bps fee, and commitments towards the extended loan were due at 2 p.m. ET on Wednesday.

Pinnacle new loan pricing

Pinnacle Foods' new revolver and term loan E are priced at Libor plus 350 bps, and the term debt has a step-down upon an initial public offering and 5.0 times total leverage ratio.

Included in the term loan E is a 1.25% Libor floor and 101 soft call protection for one year, and it is being offered at an original issue discount of 99.

On Tuesday, pricing on the E loan was flexed down from Libor plus 375 bps and lenders were asked to get their recommitments in by the end of that day.

Barclays Capital Inc, Bank of America Merrill Lynch, J.P. Morgan Securities LLC and Macquarie Capital are the lead banks on the deal.

Proceeds from the term loan E will be used to repay a roughly $313 million term loan D that was obtained in 2010 at pricing of Libor plus 425 bps with a 1.75% Libor floor and to redeem all $199 million of its 10 5/8% notes.

Spirit reveals pricing

In more primary happenings, Spirit AeroSystems held a conference call on Wednesday afternoon to kick off syndication on its $1.2 billion credit facility, and with the launch time, price talk was announced, according to a market source.

The $550 million seven-year term loan B is talked at Libor plus 300 bps with a 0.75% Libor floor and an original issue discount of 99 to 991/2, and the $650 million five-year revolver has pricing that can range from Libor plus 175 bps to 250 bps based on a leverage grid, the source said.

Commitments towards the term B are due on April 4. Revolver commitments are due on April 11.

Bank of America Merrill Lynch, Scotia Capital (USA) Inc., Citigroup Global Markets Inc., RBC Capital Markets LLC, RBS Securities Inc. and Morgan Stanley Senior Funding Inc. are leading the deal that will be used to refinance a $650 million revolver due 2014 and term loans due in 2013 and 2016.

Spirit AeroSystems is a Wichita, Kan.-based non-OEM designer and manufacturer of aerostructures for commercial aircraft.

Skilled Healthcare guidance

Skilled Healthcare Group disclosed talk of Libor plus 525 bps to 550 bps with a 1.5% Libor floor, an original issue discount of 98 and 101 soft call protection for one year on its $100 million add-on senior secured term loan B (B1) due April 9, 2016 as the deal launched with a call in the morning, according to an informed source.

Proceeds from the new debt, along with revolver borrowings, will be used to refinance $130 million of the company's 11% senior subordinated notes due Jan. 15, 2014 at a par redemption price.

J.P. Morgan Securities LLC and Credit Suisse Securities (USA) LLC are the lead banks on the deal.

In connection with the transaction, the company is seeking an amendment to its existing credit facility to allow for the incremental debt.

Skilled Healthcare repricing

As part of the amendment, Skilled Healthcare will change pricing on its existing roughly $344 million term loan B due April 9, 2016 to coincide with the add-on pricing, and 101 soft call protection for one year will be added to the debt, the source remarked.

The existing term loan B is currently priced at Libor plus 375 bps with a 1.5% floor.

Additionally, pricing on the existing $100 million revolver will be changed to Libor plus 450 bps with no Libor floor from Libor plus 375 bps with a 1.5% Libor floor, the source continued.

Amendment consents and new money commitments are due mid-next week, the source added.

Skilled Healthcare is a Foothill Ranch, Calif.-based operator of skilled nursing facilities, assisted living facilities, rehabilitation therapy and hospice businesses and home health care.

WIL Research launches

WIL Research also launched on Wednesday, and price talk on its $140 million credit facility surfaced at Libor plus 525 bps to 550 bps with a 1.5% Libor floor, according to a market source.

The facility consists of a $20 million five-year revolver that is being offered at an original issue discount of 99 and a $120 million six-year term loan that is being offered at a discount of 981/2, the source said.

GE Capital Markets is the lead bank on the deal that will be used to refinance existing debt.

WIL Research is an Ashland, Ohio-based provider of product safety toxicological research, bioanalytical, and formulation services to the pharmaceutical, biotechnology, chemical, agrochemical, and food products industries, as well as manufacturing support for clinical trials.

Preferred Sands floats talk

Preferred Sands began circulating price talk on its $125 million add-on term loan B due Dec. 15, 2016, as the deal is getting ready to launch with a conference call at 1 p.m. ET on Thursday, according to a market source.

Price talk is Libor plus 600 bps with a 1.5% Libor floor and an original issue discount of 98, the source said. There is 101 soft call protection through Dec. 15, 2012.

Maturity, coupon, floor and call protection match that of the existing term loan B, however, when done in December 2011, the existing debt was sold at a discount of 971/2.

Barclays Capital Inc. is leading the deal that will be used to acquire some class A minority investor interests, fund a distribution to remaining investors and for general corporate purposes.

Secured and gross leverage is 4.4 times, up from 4 times currently, the source added.

Preferred Sands is a Radnor, Pa.-based provider of silica sand products.

Press Ganey readies deal

Continuing on the topic of upcoming deals, a refinancing transaction for Press Ganey surfaced, with the company set to launch its proposed $445 million credit facility with a bank meeting at 10 a.m. ET on Thursday, according to a market source.

The facility consists of a $20 million revolver, a $335 million first-lien term loan B and a $90 million second-lien term loan, the source said, adding that price talk is not yet available.

Barclays Capital Inc., Goldman Sachs & Co. and GE Capital Markets are the lead banks on the deal.

Press Ganey is a South Bend, Ind.-based provider of health care performance improvement solutions.

NPC closes

In other news, NPC International Inc. said in a new release that it competed its $375 million term loan B (Ba3/B) due Dec. 28, 2018 that is priced at Libor plus 400 bps, after firming at the low end of the Libor plus 400 bps to 425 bps talk. It was sold at par and includes a 1.25% Libor floor and 101 soft call protection for one year.

Proceeds were used to refinance an existing $375 million term loan B due Dec. 28, 2018 that was done in late 2011 at pricing of Libor plus 525 bps with a 1.5% Libor floor and sold at an original issue discount of 98. Existing lenders were repaid at 101 as a result of soft call protection.

Barclays Capital Inc. and Goldman Sachs & Co. led the deal.

NPC is an Overland Park, Kan.-based Pizza Hut franchisee.

Telesat wraps deal

Telesat Canada closed on its $2.45 billion senior credit facility (Ba3/BB-) that consists of a $140 million five-year revolver, a C$500 million five-year term loan A, a $1.725 billion seven-year term loan B and a C$175 million seven-year term loan B, according to a news release.

Pricing on the U.S. B loan is Libor plus 325 bps with a 1% Libor floor, and it was sold at an original issue discount of 991/2. There is 101 soft call protection for one year.

The Canadian term loan B is priced at BA plus 375 bps with a 1.25% floor and was sold at a discount of 99. This debt also has 101 soft call protection for one year.

And, the revolver and term loan A are priced at Libor/BA plus 300 bps.

Total secured debt is 3.9 times, total debt is 5.6 times and net debt is 5.5 times.

Telesat recapitalizes

Proceeds from Telesat's credit facility were used to refinance an existing credit facility, to fund a roughly C$705 million distribution to shareholders and for general corporate purposes.

J.P. Morgan Securities LLC, Credit Suisse Securities (USA) LLC, Morgan Stanley & Co. LLC and UBS Securities LLC led the term loan B, and CIBC and JPMorgan led the term loan A and revolver.

During syndication, the Canadian term loan B carve-out first emerged at $150 million, making the U.S. piece $1.75 billion, but then funds were shifted between the tranches so as to end up at the final amounts, and the revolver was downsized from $150 million.

Furthermore, pricing on the U.S. term loan B was reduced from Libor plus 350 bps, the floor was cut from 1.25% floor and the discount tightened from 99.

Telesat, an Ottawa-based fixed satellite services operator, expects to close on the new credit facility sometime this month.

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