TransUnion, J. Crew, Rockwood break; Cengage dips; Sedgwick, MotorCity, Playboy tweak deals

By Sara Rosenberg

New York, Feb. 9 - TransUnion's term loan freed up for trading during Wednesday's session, with levels quoted above the par offer price, and J. Crew Group Inc. and Rockwood Holdings Inc. began trading as well.

In more secondary happenings, Cengage Learning's term loan B was a little softer after quarterly earnings were announced, although the move was likely more a function of the general market feeling softer and less news driven.

Over in the primary, Sedgwick Claims Management Services Inc. upsized its term loan while decreasing pricing, MotorCity Casino Hotel flexed its term loan lower, and Playboy Enterprises Inc. reworked its tranche sizes and firmed pricing at the low end of talk.

Also, inVentiv Health Inc. came out with another pricing change to its term loan debt, and Acosta Sales & Marketing is expected to allocate its credit facility later this week, with some thinking Thursday might be the day now that revisions to size and pricing have wrapped up.

Furthermore, BWAY Holding Co. and DineEquity Inc. announced plans to come to market with repricing/refinancing transactions later this week.

TransUnion starts trading

TransUnion's $950 million seven-year covenant-light senior secured term loan (Ba3) hit the secondary market on Wednesday morning, with levels quoted at 101¼ bid, 101¾ offered on the open and then it moved up to 101½ bid, 102 offered, according to a market source.

Pricing on the loan is Libor plus 325 basis points with a 1.5% Libor floor, and, as mentioned above, it was sold at par. There is 101 soft call protection for one year.

During syndication, pricing was flexed down from talk of Libor plus 375 bps to 400 bps, and plans for an original issue discount of 99 were eliminated.

Deutsche Bank, Bank of America and JPMorgan are the lead banks on the deal.

TransUnion refinancing debt

Proceeds from TransUnion's term loan are being used to refinance an existing term loan that was obtained in June 2010 for the company's buyout by Madison Dearborn Partners LLC.

Pricing on the existing loan is Libor plus 500 bps with a step-down to Libor plus 475 bps when net senior secured leverage is 2.75 times, and there is a 1.75% Libor floor as well as 101 soft call protection for one year. The loan was sold at an original issue discount of 981/2.

TransUnion is a Chicago-based provider of credit and information management.

J. Crew frees up

J. Crew's credit facility also broke for trading, with the $1.2 billion seven-year term loan (B1/B) quoted at 101 bid, 101½ offered, on the open and then it moved to 101¼ bid, 101½ offered, according to traders.

Pricing on the term loan is Libor plus 350 bps, with a step-down to Libor plus 325 bps at less than 3.25 times net senior secured leverage. There is a 1.25% Libor floor and 101 soft call protection for six months, and it was sold at an offer price of par.

During syndication, the term loan was upsized from $1 billion, pricing was reduced from Libor plus 375 bps, the Libor floor was cut from 1.5%, the 99½ original issue discount was removed and the call protection was changed.

Bank of America and Goldman Sachs are the joint lead arrangers and joint bookrunners on the company's $1.45 billion senior secured credit facility, which also includes a $250 million five-year asset-based revolver.

J. Crew funding buyout

Proceeds from J. Crew's facility, along with senior unsecured notes and roughly $1.1 billion of equity, will be used to fund the buyout of the company by TPG Capital and Leonard Green & Partners LP for $43.50 per share in cash, or a total of about $3 billion.

As a result of the term loan upsizing, J. Crew's expected high-yield bond offering will be reduced by $200 million. Filings with the Securities and Exchange had the notes expected at $600 million, meaning that they're now likely to come with a size of $400 million.

Closing on the buyout is expected to occur in the first half of the company's 2011 fiscal year. A special shareholders' meeting to vote on the acquisition is scheduled for March 1. The company has already been granted early termination of the waiting period under Hart-Scott-Rodino.

J. Crew Group is a New York-based retailer of women's, men's and children's apparel, shoes and accessories.

Rockwood breaks

Yet another deal to free up on Wednesday was Rockwood, with its $850 million seven-year term loan quoted at par ½ bid, 101 offered on the break and then it moved up to par ¾ bid, 101½ offered, according to a market source.

Pricing on the term loan is Libor plus 275 bps with a step-down to Libor plus 250 bps at less than 2 times net total leverage. There is a 1% Libor floor and 101 soft call protection for one year, and the debt was issued at par.

During syndication, pricing on the term loan was reduced from Libor plus 300 bps, the step-down was added and the 99½ original issue discount was terminated.

Rockwood getting revolver

Rockwood's $1.03 billion credit facility (Ba1/BBB-/BB+) also includes a $180 million five-year revolver priced at Libor plus 275 bps (after flexing from Libor plus 300 bps) with a 1% Libor floor, and it was sold at a discount of 99.

Credit Suisse, Deutsche Bank, Morgan Stanley, UBS and KKR are the lead banks on the deal.

Proceeds will be used to refinance existing bank debt.

Rockwood is a Princeton, N.J.-based specialty chemicals and advanced materials company.

Cengage slides

Cengage's term loan B was a bit weaker on Wednesday following the release of quarterly results. Traders said, however, that the overall market was down about an eighth to a quarter of a point, so the move in Cengage was probably more a function of technicals.

"Loans have been grinding up. Think things are just taking a breather," one trader added.

Cengage's term loan B was quoted by that trader at 98¼ bid, 98¾ offered, down from 98 5/8 bid, 99 1/8 offered, and by a second trader at 98 3/8 bid, 98¾ offered, down from 98 5/8 bid, 98 7/8 offered, the trader said.

For the second fiscal quarter ended Dec. 31, the company reported a net loss of $23 million, compared to a net loss of $43 million in the previous year, total revenues were $442 million, compared to $419 million, and adjusted EBITDA was $170 million, compared to $144 million in the prior year.

Cengage is a Stamford, Conn.-based provider of teaching, learning and research services for the academic, professional and library markets.

Sedgwick upsizes, flexes

Switching to the primary, Sedgwick Claims Management Services lifted its amended and restated term loan B due Dec. 31, 2016 to $650 million from $600 million and lowered pricing, according to a market source.

Pricing on the term loan is now Libor plus 350 bps, down from Libor plus 375 bps, and a step-down was added to Libor plus 325 bps when leverage is less than 4.25 times, the source said. The 1.5% Libor floor, par offer price and 101 soft call protection for six months were left intact.

Commitments were due at the end of the day Wednesday and allocations are expected to go out later this week.

Bank of America and Barclays are the lead banks on the deal that will be used for acquisition financing and to refinance existing debt.

Sedgwick buying SRS

Specifically, Sedgwick is using the term loan to purchase Specialty Risk Services LLC (SRS), a third-party claims administrator, from the Hartford Financial Services Group Inc. for $278 million in cash.

The acquisition is expected to close during the first quarter, subject to regulatory approval and other required consents.

Additionally, the new loan will be used to refinance an existing $400 million first-lien term loan B that is priced at Libor plus 400 bps with a 1.5% Libor floor. It was sold at an original issue discount of 99 when it was obtained last year to help fund the buyout of the company by Stone Point Capital LLC and Hellman & Friedman LLC.

Sedgwick is a Memphis, Tenn.-based provider of claims and productivity management services to corporate and institutional clients.

MotorCity cuts pricing

MotorCity Casino Hotel lowered pricing on its $615 million six-year term loan B to Libor plus 500 bps from Libor plus 525 bps. The company is now offering the paper at par versus initial talk of an original issue discount of 99½ and added 101 soft call protection for one year, according to a market source. The 2% Libor floor was left unchanged.

Bank of America and Citadel are leading the $635 million credit facility (B3/B+), which also includes a $20 million five-year revolver.

Proceeds will be used to refinance existing debt.

MotorCity Casino Hotel is a casino in Detroit.

Playboy revises deal

Playboy announced a number of updates to its credit facility due to strong demand, including modifying tranche sizes and setting term loan pricing at the tight end of guidance, according to a market source.

The six-year term loan is now sized at $185 million, up from $160 million, and pricing is Libor plus 650 bps, compared to initial talk of Libor plus 650 bps to 700 bps, the source said. The loan still has a 1.75% Libor floor, an original issue discount of 98 and is non-callable for one year, then at 102 in year two and 101 in year three.

As for the company's five-year revolver, that was downsized to $10 million from $20 million. This tranche is expected to be undrawn at close.

Commitments were due from lenders at 4 p.m. ET on Wednesday. This was accelerated from the prior expectation of a deadline sometime late this week.

Playboy being acquired

Proceeds from Playboy's credit facility will be used to help fund its acquisition by Icon Acquisition Holdings LP, a limited partnership controlled by Hugh M. Hefner, for $6.15 per share.

Other funds for the transaction will come from equity committed by Rizvi Traverse Management LLC. The amount of equity has been reduced by $15 million as a result of the term loan upsizing.

The remaining extra $10 million that is being obtained because of the term loan upsizing will be cash added to the balance sheet.

Jefferies is the lead bank on the now $195 million credit facility, up from $180 million.

Closing of the buyout is expected to take place before or shortly after the end of the first quarter, subject to more than 50% of the shares being tendered. It is not subject to financing.

Playboy is a Chicago-based media and lifestyle company.

inVentiv trims spread

InVentiv trimmed pricing on its $837 million of term loan debt (Ba3/BB-) to Libor plus 325 bps from Libor plus 350 bps, while leaving the 1.5% Libor floor unchanged, according to a market source.

Recommitments were due at noon ET on Wednesday.

The debt includes a $315 million incremental loan that is being offered at par. Earlier in syndication, this tranche was upsized from $300 million and pricing was revised from initial talk of Libor plus 400 bps with a discount of 991/2.

The company is also repricing its existing $522 million B loan from Libor plus 475 bps with a 1.75% floor. This tranche was sold at a discount of 98½ when it was obtained in August 2010 for the company's buyout by Thomas H. Lee Partners LP. It will be repaid at 101 due to soft call protection.

Initially, the company was only working on getting the incremental loan, but once demand was so high and the first pricing change occurred, the decision was made to reprice the existing debt as well.

inVentiv lead banks

Citigroup, Bank of America, Credit Suisse, Deutsche Bank and Wells Fargo are the lead banks on inVentiv's deal.

Proceeds from the incremental term loan will be used to help fund the acquisitions of Campbell Alliance, a management consulting firm specializing in serving the pharmaceutical and biotech industries, and the i3 clinical development businesses from Ingenix.

The financial terms of the Campbell Alliance acquisition, which is expected to close in the first quarter, have not been disclosed. The i3 businesses will be purchased for about $400 million, and the acquisition is expected to close in the first half of the year.

inVentiv is a Somerset, N.J.-based provider of outsourced clinical development, launch and commercialization services to the health care industry.

Acosta readies allocations

Acosta is anticipated to allocate its credit facility later this week - possibly as early as Thursday - now that an upsizing and reverse flex to the term loan has been completed, according to sources.

Under the new structure, the term loan is sized at $985 million, up from $900 million, and pricing is Libor plus 325 bps with a 1.5% Libor floor and a par offer price, compared to initial talk of Libor plus 350 bps to 375 bps with a discount of 99 to 991/2, sources said. Also, 101 soft call protection for one year was added to the tranche.

The company's $1.075 billion facility, up from $990 million, still includes a $90 million revolver.

Goldman Sachs and Barclays are the lead banks on the deal that will be used, along with $525 million of mezzanine debt, down from $610 million due to the term loan upsizing, to help fund the acquisition of the company by Thomas H. Lee Partners from AEA Investors.

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

BWAY sets launch

BWAY has set a conference call for 10 a.m. ET on Thursday to launch a proposed $512.5 million seven-year covenant-light term loan B that will include 101 soft call protection for one year, according to a market source.

Deutsche Bank is the lead bank on the refinancing deal for the Atlanta-based supplier of general line rigid containers.

In June 2010, the company got a $490 million seven-year term loan for its buyout by Madison Dearborn Partners LLC that is priced at Libor plus 375 bps with a 1.75% Libor floor, and was sold at an original issue discount of 991/2. And, in December, BWAY said that it was getting a $25 million incremental term loan for general corporate purposes.

The refinancing is expected to be completed in the third week of this month.

DineEquity coming soon

DineEquity has scheduled a conference call for Friday to launch a refinancing/repricing of its $742 million term loan B, according to a market source.

The term loan B was obtained in the latter part of 2010 at a size of $900 million and was used to refinance existing debt. Since closing it has been paid down through free cash flow and proceeds from asset sales.

Pricing on the existing term loan B is Libor plus 450 bps with a 1.5% Libor floor. It was sold at an original issue discount of 99 and includes 101 soft call protection for one year.

Barclays and Goldman Sachs are the lead banks on the deal.

DineEquity is a Glendale, Calif.-based owner of Applebee's Neighborhood Grill & Bar and IHOP Restaurants.

National Mentor closes

National Mentor Holdings Inc. closed on its $605 million senior secured credit facility (B1/B+) on Wednesday, consisting of a $75 million five-year revolver and a $530 million six-year term loan B, according to a market source.

Pricing on the B loan is Libor plus 525 bps, after flexing from Libor plus 550 bps during syndication. There is a 1.75% Libor floor and it was sold at a discount of 981/2. The tranche had been upsized from $505 million after the company downsized its bonds to $250 million from $275 million.

UBS, Barclays and Jefferies acted as the lead banks on the deal that is being used to refinance existing senior secured credit facility borrowings and fund tender offers for $180 million of 11¼% senior subordinated notes due 2014 and about $224 million of senior floating-rate toggle notes due 2014.

National Mentor is a Boston-based provider of home and community-based health and human services.

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