Hilton, Envision break; Dell, Fieldwood Energy, CPG, Allegion, Spotless rework deals

By Sara Rosenberg

New York, Sept. 23 - Hilton Worldwide Holdings Inc.'s credit facility freed up for trading on Monday with the term loan B seen above par, and Envision Pharmaceutical Holdings Inc. (Envision Acquisition Co. LLC) hit the secondary, too.

Moving to the primary, Dell Inc. upsized its term loans and updated pricing, Fieldwood Energy LLC reworked tranche sizes, updated pricing on its first- and second-lien term loans and sweetened the call protection on the second-lien debt, and CPG International Inc. tightened the spread and the original issue discount on its term loan B.

Additionally, Allegion U.S. Holding Co. upsized its term loan B, lowered pricing and added a leverage-based step-down, Spotless Holdings Ltd. finalized coupons on its term loans at the low end of guidance while also revising the original issue discounts, and Springleaf Financial Funding Co. accelerated its commitment deadline.

Furthermore, Laureate Education Inc. and Acosta Sales & Marketing approached lenders with repricings, TMS International Corp. disclosed original issue discount talk, and Catalina Marketing Corp., Renaissance Learning Inc., Oberthur Technologies, Hudson's Bay Co. and Shelf Drilling are readying their new deals for launch.

Hilton frees up

Hilton's credit facility made its way into the secondary market on Monday, with the $7.6 billion seven-year covenant-light term loan B quoted by one trader at par ½ bid, par ¾ offered and then he saw it move to par 1/8 bid, par 3/8 offered.

Pricing on the term loan is Libor plus 300 basis points with a 1% Libor floor and it was sold at a discount of 991/2. There is 101 soft call protection for six months.

During syndication, the term loan was upsized from $5 billion, pricing was lowered from talk of Libor plus 325 bps to 350 bps and the discount was revised from 99.

With the term loan upsizing, the company cancelled plans for an $850 million five-year covenant-light term loan B talked at Libor plus 300 bps with a 1% Libor floor, an original issue discount of 99½ and 101 soft call protection for six months, and downsized its bond offering to $1.5 billion from $3.25 billion.

The company's $8.6 billion credit facility also includes a $1 billion revolver.

Deutsche Bank Securities Inc., Bank of America Merrill Lynch, J.P. Morgan Securities LLC, Morgan Stanley Senior Funding Inc. and Goldman Sachs Bank USA are leading the deal that will be used by the McLean, Va.-based hospitality company to refinance existing debt.

Envision starts trading

Envision's credit facility was another deal to break, with the $405 million seven-year first-lien term loan (B2/B) quoted at 99¼ bid, par offered and the $175 million eight-year second-lien term loan (Caa2/CCC+) quoted at 99¼ bid, par ¼ offered, according to a trader.

Pricing on the first-lien term loan is Libor plus 475 bps with a 1% Libor floor and it was sold at a discount of 99. There is 101 soft call protection for one year.

The second-lien term loan is priced at Libor plus 875 bps with a 1% Libor floor and was sold at 98. This tranche has call protection of 103 in year one, 102 in year two and 101 in year three.

During syndication, pricing on the first-lien term loan was increased from talk of Libor plus 400 bps to 425 bps and the soft call was extended from six months, and pricing on the second-lien loan was raised from talk of Libor plus 800 bps to 825 bps, the discount widened from 98 ½ and the call protection was sweetened from 102 in year one and 101 in year two.

The $645 million credit facility also includes a $65 million five-year revolver (B2/B).

J.P. Morgan Securities LLC, Bank of America Merrill Lynch and Credit Suisse Securities (USA) LLC are leading the deal that will help fund the buyout of the Twinsburg, Ohio-based full-service pharmacy benefit management company by TPG.

Closing is expected in the fourth quarter, subject to regulatory clearances.

BWIC announced

Also in the secondary, a $236 million Bid-Wanted-In-Competition surfaced on Monday and market players are being asked to place their bids by 11 a.m. ET on Tuesday, according to a trader.

Some of the larger pieces of debt in the portfolio are Endo Pharma's term loan A, First Data's extended term loan, HCA's term loan B-5, Ineos Finance's six-year term loan B, Interactive Data's first-lien term loan, Nuveen Investment's first-lien term loan B, Ocean Rig's term loan B-2, Sabre Holdings' term loan C, Univar's term loan B, Valeant Pharma's term loan A and WideOpenWest's term loan B-1.

There are about 175 issuers in the portfolio, the trader added.

Dell restructures

Over in the primary, Dell revised the size of its 61/2-year term loan B to $4,625,000,000 to $4,675,000,000 from $4 billion, lowered pricing to Libor plus 350 bps from Libor plus 375 bps and the 101 soft call protection was extended to one year from six months, according to a market source.

Also, the five-year term loan C was changed to $1.5 billion to $1.55 billion from $1.5 billion and the spread firmed at Libor plus 275 bps, the tight end of the Libor plus 275 bps to 300 bps talk, the source said.

Furthermore, the euro term loan B, which was added last week, was upsized to €650 million to €700 million from a minimum of €500 million, pricing was changed to Euribor plus 375 bps from Euribor plus 400 bps and the 101 soft call protection was extended to one year from six months.

All of the term loans still have a 1% Libor/Euribor floor, the term loan B and euro term loan still have an original issue discount of 99, and the term loan C still has a discount of 99½ and 101 soft call protection for six months.

The total amount of covenant-light term loan debt (Ba2/BB+/BB+) will be $7.1 billion, the source continued.

Dell trims notes

With the changes to the term loan sizes, Dell reduced its first-lien bond offering to $1.5 billion from $2 billion and disclosed that $150 million of additional cash generated since the end of the quarter will be used in its buyout by Michael Dell, founder, chairman and chief executive officer, and Silver Lake for $13.75 per share plus a special dividend at or before closing of $0.13 per share.

And, last week, a proposed $1.25 billion tranche of second-lien notes was eliminated with plans being to move that debt into the term loans.

Recommitments for the U.S. term loans were due at 5:30 p.m. ET on Monday and are due for the euro term loan at noon GMT on Tuesday.

The company's senior secured credit facility also provides for a $2 billion asset-based revolver, of which about $750 million will be drawn.

Bank of America Merrill Lynch, Barclays, Credit Suisse Securities (USA) LLC, RBC Capital Markets and UBS Securities LLC are leading the deal.

Dell is a Round Rock, Texas-based provider of technology and business products and services.

Fieldwood reworks deal

Fieldwood Energy trimmed its five-year covenant-light first-lien term loan to $700 million from $900 million, cut pricing to Libor plus 287.5 bps from Libor plus 300 bps and changed the original issue discount to 99½ from 99, according to sources.

With the first-lien term loan downsizing, the company upsized its five-year ABL revolver to $1.2 billion from $1 billion.

Also, pricing on the $1,725,000,000 seven-year second-lien term loan was lifted to Libor plus 712.5 bps from talk of Libor plus 600 bps to 625 bps, the discount to 97 from talk of 98 to 99, and the call protection was revised to non-callable for one year, then at 103 in year two, 102 in year three and 101 in year four, from non-callable for one year, then at 102 in year two and 101 in year three, sources said.

As before, the first-lien term loan has a 1% Libor floor and 101 soft call protection for six months, and the second-lien term loan has a 1.25% Libor floor.

Fieldwood lead banks

Citigroup Global Markets Inc., J.P. Morgan Securities LLC, Deutsche Bank Securities Inc., Bank of America Merrill Lynch and Goldman Sachs Bank USA are leading Fieldwood's $3,625,000,000 credit facility, with Citi the left lead on the first-lien term loan and JPMorgan the left lead on the second-lien loan.

Recommitments are due at 5 p.m. ET on Tuesday, sources added.

Proceeds will be used to help fund the acquisition of Apache Corp.'s Gulf of Mexico shelf business for $3.75 billion.

Closing is expected on Sept. 30.

Fieldwood is a Houston-based acquirer and developer of conventional oil and gas assets.

CPG revisions emerge

CPG cut pricing on its $625 million seven-year covenant-light term loan B (B2/B) to Libor plus 375 bps from Libor plus 400 bps, moved the discount to 99½ from 99 and removed the 18 month MFN sunset provision, according to a market source.

As before, the term loan has a 1% Libor floor and 101 soft call protection for six months.

Recommitments were due at 5 p.m. ET on Monday, the source said.

Barclays, J.P. Morgan Securities LLC, Deutsche Bank Securities Inc., RBS Capital Markets and UBS Securities LLC are the joint bookrunners on the $750 million credit facility that also includes a $125 million five-year ABL revolver.

Proceeds, along with $315 million of notes, will help fund the buyout of the company by Ares Management LLC and Ontario Teachers' Pension Plan from AEA Investors LP.

Senior secured leverage is 4.5 times and total leverage is 6.7 times.

Closing is subject to regulatory approval and other customary conditions.

CPG is a Scranton, Pa.-based manufacturer of highly engineered low-maintenance building materials.

Allegion sets changes

Allegion upsized its seven-year term loan B to $500 million from $300 million as its senior unsecured notes offering was downsized, cut pricing to Libor plus 225 bps from Libor plus 275 bps and added a step-down to Libor plus 200 bps when gross total leverage is less than 2.5 times, a source said.

The loan still has a 0.75% Libor floor, an original issue discount of 99¾ and 101 soft call protection for six months.

Included in the B loan is a ticking fee of half the spread from days 31 to 90 and the full spread from days 91 to 120 at which point the facility will either be funded or terminated.

Recommitments are due at 5 p.m. ET on Tuesday, the source remarked.

The company's now $1.5 billion credit facility (Ba1/BBB) also provides for a $500 million five-year revolver and a $500 million five-year term loan A, both talked at Libor plus 200 bps.

J.P. Morgan Securities LLC, Goldman Sachs Bank USA, Bank of America Merrill Lynch, BNP Paribas Securities Corp. and Citigroup Global Markets Inc. are leading the deal that will be used to pay a dividend to Ingersoll Rand in connection with Allegion's spinoff from Ingersoll.

Allegion is a Dublin, Ireland-based provider of security products.

Spotless updates loans

Spotless Holdings firmed pricing on its $825 million five-year first-lien term loan (B1/B) at Libor plus 400 bps, the low end of the Libor plus 400 bps to 425 bps talk, and changed the discount to 99½ from 99, while keeping the 1% Libor floor and 101 soft call protection for one year intact, according to a market source.

Additionally, pricing on the $225 million 51/2-year second-lien term loan (B3/CCC+) came at Libor plus 775 bps, the low end of the Libor plus 775 bps to 800 bps guidance, and the discount was revised to 99 from 981/2, the source said, adding that this tranche still has a 1% floor and call protection of 102 in year one and 101 in year two.

Deutsche Bank Securities Inc., Goldman Sachs Bank USA, UBS Securities LLC and Barclays are the lead banks on the $1.05 billion in covenant-light term loans that will be used to refinance existing debt and fund a dividend.

Spotless is an Australia-based provider of integrated facility management services.

Springleaf moves deadline

Springleaf Financial revised the commitment deadline on its $250 million to $500 million six-year term loan B-2 to Tuesday from 5 p.m. ET on Wednesday, a market source remarked.

Talk on the B-2 loan is Libor plus 350 bps with a 1.25% Libor floor, a par offer price and 101 soft call protection for one year.

Bank of America Merrill Lynch is the lead bank on the deal that will be used to repay existing term loan B debt due in 2017.

The company also expects to repay a substantial portion of the existing term loan with cash on hand by the end of September and retire the remaining balance by the end of the year.

Springleaf is an Evansville, Ind.-based provider of loans, retail financing and other credit-related products.

Laureate repricing

In more primary happenings, Laureate held a call in the morning, launching a $1,662,000,000 senior secured term loan B due June 16, 2018 that will be used to reprice its existing term loan B debt, according to a market source.

The repriced loan is talked at Libor plus 375 bps with a 1.25% Libor floor, a par offer price and 101 soft call protection for six months, compared to existing term loan B pricing of Libor plus 400 bps with a 1.25% Libor floor, the source said.

Citigroup Global Markets Inc. is the lead bank on the deal.

Commitments are due from existing lenders at 5 p.m. ET on Thursday and from new lenders are 5 p.m. ET on Sept. 30, and closing and funding is targeted for the week of Sept. 30, the source added.

Laureate is a Baltimore-based provider of higher educational services.

Acosta holds call

Acosta hosted a call during the session to launch a repricing of its term loan B to Libor plus 300 bps with a 1% Libor floor from Libor plus 350 bps with a 1.5% Libor floor, according to a market source.

The repriced loan is being offered at par.

Lead bank, Goldman Sachs Bank USA, is asking for commitments by Thursday, the source said.

Early in the year, the company had attempted a repricing of the term loan B at Libor plus 300 bps with a step-down to Libor plus 275 bps at less than 3.5 times leverage and a 1% Libor floor, but that transaction was pulled in February.

Acosta is a Jacksonville, Fla.-based full-service sales and marketing agency in the consumer packaged goods industry.

TMS reveals OID

TMS International announced original issue discount talk of 99½ on its $400 million term loan B due October 2020 that launched with a bank meeting on Monday, according to a market source.

As previously reported, price talk on the loan is Libor plus 375 bps with a 1% Libor floor.

The company's $575 million senior secured credit facility also includes a $175 million asset-based revolver.

J.P. Morgan Securities LLC and Goldman Sachs Bank USA are leading the deal that will be used with $300 million of senior unsecured notes and $314 million of equity to fund the buyout of the company by certain members of the Pritzker family for $17.50 per share in a transaction valued at about $1 billion, including refinanced third-party debt.

Closing is expected in the fourth quarter, subject to expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act and other customary conditions.

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

Catalina readies loan

Catalina Marketing will hold a conference call at 2 p.m. ET on Tuesday to launch a $955 million term loan, according to a market source.

Bank of America Merrill Lynch, J.P. Morgan Securities LLC, SunTrust Robinson Humphrey Inc., BMO Capital Markets and GE Capital Markets are leading the deal that will be used to refinance existing debt.

Catalina Marketing is a St. Petersburg, Fla.-based provider of precision marketing services.

Renaissance recapitalizing

Renaissance Learning scheduled a bank meeting for Friday morning to launch a $450 million credit facility that will refinance existing debt and fund a dividend, according to a market source.

The facility consists of a $20 million five-year revolver, a $310 million seven-year first-lien term loan and a $120 million 71/2-year second-lien term loan, the source said.

RBC Capital Markets LLC and BMO Capital Markets Corp. are leading the deal.

Renaissance Learning is a Wisconsin Rapids, Wis.-based provider of technology-based school improvement and student assessment programs for K-12 schools.

Oberthur plans meetings

Oberthur Technologies emerged with plans to hold a bank meeting in London on Wednesday and one in New York on Thursday to launch €440 million in term loan B debt, according to a market source.

The debt consists of a €275 million six-year U.S. equivalent term loan B and a €165 million six-year euro term loan B, the source said.

J.P. Morgan Securities LLC is leading the deal that will be used to refinance existing debt.

Oberthur is a France-based manufacturer of chip-based digital authentication products for the Payment and Telecom industries.

Hudson's Bay coming soon

Hudson's Bay set a bank meeting for Tuesday to launch its proposed roughly $3.6 billion credit facility, according to a market source.

The facility consists of a $1.9 billion senior secured term loan B (B1/BB), a C$750 million ABL revolver and a $950 million ABL revolver.

Bank of America Merrill Lynch and RBC Capital Markets are the leading the deal that will be used to help fund the acquisition of Saks Inc. for $16.00 per share in an all-cash transaction valued at about $2.9 billion, including debt, and to refinance some existing debt.

In addition, the company plans on using $400 million in senior unsecured notes, $1 billion of equity, including $500 million from Ontario Teachers' Pension Plan and $250 million from West Face Capital Inc., and cash on hand for the acquisition that is expected to close by year-end, subject to approval by Saks shareholders, regulatory approvals and other customary conditions.

Leverage will be around 5.7 times.

Hudson's Bay is an Ontario-based operator of department stores. Saks is a New York-based retailer of clothes and accessories for men, women, children and the home.

Shelf Drilling on deck

Shelf Drilling scheduled a New York group meeting for Tuesday to launch a $450 million five-year PIK toggle holdco term loan that is non-callable for one year, then at 102 in year two and 101 in year three, according to a market source.

One on one meetings regarding the loan will be taking place all week, and the deal was launched with a meeting in Europe on Friday, the source said.

Goldman Sachs Bank USA, Citigroup Global Markets Inc., HSBC Securities (USA) Inc. and Jefferies Finance LLC are leading the deal.

Proceeds will be used by the Dubai-based water offshore jackup rig operator to redeem preferred stock and fund a dividend.

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