J.C. Penney, Charlotte Russe, US Airways, Global Tel*Link, EquiPower break; Clear Channel gains

By Sara Rosenberg

New York, May 21 - J.C. Penney Corp. and Charlotte Russe finalized the spreads on their term loans and then hit the secondary market on Tuesday, and US Airways Group Inc., Global Tel*Link Corp. Inc. and EquiPower Resources Holdings LLC freed up, too.

Also in trading, Clear Channel Communications Inc.'s term loan B headed higher after the company announced an exchange offer for senior notes, and then late in the day, word emerged that the company will be taking out more of the B loan as its new term loan D was upsized.

In more loan happenings, Univision Communications Inc. lifted the size of its term loan, adjusted price talk and trimmed the Libor floor, Arysta LifeScience Corp. modified its tranche sizes and pricing, School Specialty Inc. upsized its term loan and Smart & Final Holdings Corp. raised its loan size while firming the spread at the high side of talk.

Additionally, KCG Holdings Inc. lowered the coupon on its term loan B while tightening the original issue discount and eliminated the revolver from its capital structure, Waddington Group (WNA Holdings Inc.) moved some funds between its first- and second-lien term loans and firmed up pricing, Grande Communications reverse flexed its term loan, and Getty Images Inc. pulled its deal from market.

Furthermore, Star West Generation LLC and Globe Energy Services LLC released talk with launch, and Allflex Holdings disclosed timing on its credit facility.

J.C. Penney hits secondary

J.C. Penney's $2.25 billion five-year senior secured covenant-light term loan (B2/B-/BB-) freed up on Tuesday, with levels quoted at 102 bid, 102½ offered by mid-afternoon, according to traders. One source said he saw the loan around the par ¾ bid, 101¾ offered area on the open and another said that he didn't see it immediately on the break, but that the first levels he noticed were 101½ bid, 102 offered.

Pricing on the term loan is Libor plus 500 basis points with a 1% Libor floor, and it was sold at an original issue discount of 991/2. There is call protection of 102 in year one and 101 in year two.

The spread on the loan firmed at the tight end of revised talk of Libor plus 500 bps to 525 bps, and down from initial talk of Libor plus 575 bps, sources remarked. And, when the first pricing update was announced, the loan was upsized from $1.75 billion and the original issue discount was tightened from 99.

Goldman Sachs & Co., Barclays, J.P. Morgan Securities LLC, Bank of America Merrill Lynch and UBS Securities LLC are leading the deal that will be used for working capital and other general corporate purposes and to finance the satisfaction/discharge of $254 million 7 1/8% debentures due 2023.

J.C. Penney is a Plano, Texas-based operator of department stores.

Charlotte Russe frees up

Charlotte Russe's $150 million six-year covenant-light term loan (B2/B-) began trading as well, with levels quoted at 99 bid, according to a trader.

Pricing on the loan is Libor plus 550 bps, after firming at the wide end of the Libor plus 500 bps to 550 bps talk, a source said. There is 1.25% Libor floor and 101 soft call protection for one year, and the debt was sold at an original issue discount of 99.

Jefferies Finance LLC and Macquarie Capital are leading the deal that will be used to refinance existing debt.

Leverage is less than 2 times and debt to EBITDAR is in the low-5 times area.

Charlotte Russe is a San Diego-based women's apparel company.

US Airways starts trading

Another deal to emerge in the secondary market was US Airways, with both the $1 billion six-year term loan B-1 and the $600 million 31/2-year term loan B-2 quoted at par ½ bid, 101 offered, a market source said.

Pricing on the term loan B-1 is Libor plus 325 bps with a step-down to Libor plus 300 bps when the AMR merger closes. There is a 1% Libor floor and 101 soft call for six months, and the debt was sold at an original issue discount of 991/2.

Meanwhile, the term loan B-2 is priced at Libor plus 250 bps with a step-down to Libor plus 225 bps when the AMR merger closes. There is a 1% Libor floor and 101 soft call for six months, and the debt was issued at par.

During syndication, pricing on the B-1 loan was lowered from talk of Libor plus 350 bps to 375 bps, the step-down was added and the discount was revised from 99, and pricing on the B-2 loan was trimmed from talk of Libor plus 275 bps to 300 bps, the step-down was added and the offer price was tightened from 991/2.

US Airways lead banks

Citigroup Global Markets Inc., Barclays, Morgan Stanley Senior Funding Inc. and Goldman Sachs & Co. are leading US Airways' $1.6 billion of senior secured term B's (B2/B+/BB+).

Proceeds will be used to refinance the company's existing term loan due in 2014, to refinance the GECAS spare parts and spare engines loans due 2014, to refinance the DCA slot loan due 2014 and to contribute $248 million of cash to the balance sheet for general corporate purposes.

Closing is expected to occur on or about May 22.

US Airways is a Tempe, Ariz.-based airline company.

Global Tel*Link breaks

Global Tel*Link's credit facility freed up too, with the $615 million seven-year first-lien covenant-light term loan (B2/B) quoted at par ¼ bid, par ¾ offered, and the $230 million 71/2-year second-lien covenant-light term loan (Caa2/CCC+) quoted at 99 bid, par offered, a source said.

Pricing on the first-lien loan is Libor plus 375 bps with a 1.25% Libor floor, and it was sold at an original issue discount of 991/2. There is 101 repricing protection for six months.

The second-lien loan is priced at Libor plus 775 bps with a 1.25% 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, the Mobile, Ala.-based correctional communications technology company's first-lien term loan was upsized from $590 million, the spread firmed at the tight end of the Libor plus 375 bps to 400 bps talk and the discount was revised from 99. Also, the second-lien loan was downsized from $255 million and pricing firmed at the tight side of the Libor plus 775 bps to 800 bps guidance.

Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc. and UBS Securities LLC are leading the $885 million credit facility, which also includes a $40 million revolver (B2/B) and will be used to refinance an existing term loan as well as to fund a dividend

EquiPower levels surface

EquiPower's loans also made their way into the secondary, with both the roughly $670 million term loan B and the $635 million senior secured first-lien term loan C (BB) due December 2018 seen at par ¼ bid, 101¼ offered, and then they moved up to par ¾ bid, 101 5/8 offered, according to a market source.

Pricing on the term loan B and the term loan C is Libor plus 325 bps with a 1% Libor floor, and the tranches have 101 soft call protection for six months. The B loan was issued at par and the C loan was issued at a discount of 993/4.

Recently, the term loan C was upsized from $610 million, pricing was reduced from Libor plus 350 bps, the Libor floor was cut from 1.25% and the discount was revised from 991/2. Furthermore, the company opted to add the repricing of its term loan B from Libor plus 425 bps with a 1.25% Libor floor.

Proceeds from the term loan C will be used to finance the acquisition of two power generation assets from Dominion, repay the existing second-lien term loan, repay existing working capital drawings and fund cash collateral accounts.

Barclays, Credit Suisse Securities (USA) LLC and Goldman Sachs & Co. are leading the deal.

EquiPower is a Hartford, Conn.-based competitive power generation company.

Clear Channel rises

In more trading happenings, Clear Channel's term loan B was stronger following news of a private offer to exchange certain notes for new notes, according to traders.

The term loan B was quoted by one trader at 95½ bid, 96½ offered, up from 94 5/8 bid, 95 5/8 offered, and by a second trader at 95¼ bid, 96¼ offered, up from 94½ bid, 95½ offered.

Under the exchange offer, the company is looking to replace 10¾% senior cash pay notes due 2016 and 11%/11¾% senior toggle notes due 2016 with newly issued senior notes due 2021.

The exchange offer expires on June 18.

Clear Channel upsizes

Following the pop in Clear Channel's levels in trading, news came out that the company increased its term loan D (Caa1/CCC+) due 2018 to $5 billion from $1.5 billion and raised pricing to Libor plus 675 bps from Libor plus 600 bps, according to a market source.

As before, the loan has no Libor floor and a par offer price.

Proceeds will be used to take out term loan B and term loan C debt due in 2016 that is priced at Libor plus 365 bps with no floor. As a result of the upsizing, more of the existing term loan debt will be paid down, the source said.

Goldman Sachs & Co., Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, Deutsche Banks Securities Inc., Morgan Stanley Senior Funding Inc. and Wells Fargo Securities LLC are the lead banks on the deal.

Clear Channel is a San Antonio-based media and entertainment company.

Univision tweaks loan

Also in the primary, Univision Communications raised its covenant-light term loan (B2/B+) to $1.25 billion from $500 million, revised price talk to Libor plus 300 bps to 325 bps from just Libor plus 325 bps and cut the Libor floor to 1% from 1.25%, according to a market source.

The loan continues to have a par offer price and 101 soft call protection for six months.

Recommitments are due at noon ET on Wednesday, the source said.

Deutsche Bank Securities Inc., Bank of America Merrill Lynch, Barclays, Credit Suisse Securities (USA) LLC, Wells Fargo Securities LLC, Natixis and Mizuho are leading the deal that will be used by the Los Angeles-based Spanish-language media company to refinance existing debt.

Arysta restructures

Arysta LifeScience increased its seven-year first-lien term loan (Ba3/B) to $1.15 billion from $1.1 billion and cut pricing to Libor plus 350 bps from talk of Libor plus 375 bps to 400 bps, according to a market source. The tranche still has a 1% Libor floor, an original issue discount of 99½ and 101 soft call protection for one year.

Furthermore, the 71/2-year second-lien term loan (Caa1/CCC+) was trimmed to $490 million from $555 million, pricing was reduced to Libor plus 700 bps from the Libor plus 750 bps area and the original issue discount was tightened to 99 from 98, the source said. This loan still has a 1.25% Libor floor and hard call protection of 103 in year one, 102 in year two and 101 in year three.

The now $1.79 billion credit facility also includes a $150 million five-year revolver (Ba3/B).

Recommitments are due at 1 p.m. ET on Wednesday.

J.P. Morgan Securities LLC is the left lead on the deal that will be used by the Tokyo-based crop protection and life science company to refinance existing debt.

The $15 million reduction in the total size was due to favorable currency movements while the transaction was in market, the source added.

School Specialty ups loan

School Specialty raised its six-year first-lien term loan to $145 million from $125 million, while keeping pricing at Libor plus 850 bps with a 1% Libor floor and an original issue discount of 98, according to a market source.

The loan still has call protection of 102 in year one and 101 in year two.

Lead bank, Credit Suisse Securities (USA) LLC, is asking for recommitments by noon ET on Wednesday, the source said.

Proceeds will be used to help fund the company's exit from Chapter 11.

With the term loan, the company is getting a $175 million ABL revolver that is being led by Bank of America Merrill Lynch and SunTrust Robinson Humphrey Inc.

School Specialty is a Greenville, Wis.-based education company.

Smart & Final modified

Smart & Final Holdings upsized its covenant-light first-lien term loan to $580 million from $525 million and firmed pricing at Libor plus 350 bps, the wide end of the Libor plus 325 bps to 350 bps, according to a market source.

The loan still has a 1% Libor floor, a par offer price and 101 soft call protection for six months.

Recommitments are due at noon ET on Wednesday.

Proceeds will be used to reprice an existing first-lien term loan from Libor plus 450 bps with a 1.25% Libor floor and, as a result of the $55 million increase, to repay a portion of the second-lien term loan, the source said.

Morgan Stanley Senior Funding Inc., Bank of America Merrill Lynch, Credit Suisse Securities (USA) LLC and Deutsche Bank Securities Inc. are leading the deal.

Smart & Final is a Commerce, Calif.-based warehouse-style, no membership fee, multi-format retailer serving households and smaller businesses.

KCG reworks deal

KCG Holdings cuts the spread on its $535 million 41/2-year term loan B (Ba3/BB-) to Libor plus 450 bps from talk of Libor plus 475 bps to 500 bps and revised the original issue discount to 99 from 981/2, according to a market source.

The term loan still has a 1.25% Libor floor, 101 soft call protection for one year, a ticking fee of half the spread from days 31 through 60 and the full spread after 60 days, and a mandatory $235 million amortization payment within one year after the closing and $30 million per annum thereafter.

Commitments are due at noon ET on Wednesday.

Jefferies Finance LLC and Goldman Sachs & Co. are leading the transaction.

KCG cancels revolver

With the term loan B revisions, it was also announced that KCG has elected to remove the planned $20 million four-year revolver from its new credit facility, the source remarked.

Proceeds from the term loan and $305 million of senior secured notes will be used to help fund the merger of Chicago-based Getco Holding Co. LLC and Jersey City, N.J.-based Knight Capital Group Inc. to form KCG, and to refinance existing debt.

Under the agreement, Knight shareholders will have the right to elect to receive $3.75 per share in cash for each share of Knight class A common stock or one-third of a share of KCG common stock. Getco unitholders are expected to receive about 76.7 million shares of KCG common stock and 24.4 million warrants to acquire additional common stock.

Gross leverage is 1.8 times through the first-lien and 2.9 times total.

KCG is a Jersey City, N.J.-based financial services firm.

Waddington revisions

Waddington Group upsized its U.S. seven-year covenant-light first-lien term loan (B1/B) to $375 million from $350 million, lowered pricing to Libor plus 325 bps from talk of Libor plus 350 bps to 375 bps and set the original issue discount at 991/2, the tight end of the 99 to 99½ talk, according to a market source.

Also, pricing on the C$100 million seven-year covenant-light first-lien term loan (B1/B) firmed at Libor plus 425 bps, the tight end of the Libor plus 425 bps to 450 bps talk and the discount came at 991/2, the low end of the 99 to 99½ guidance, the source said.

And, the 71/2-year covenant-light second-lien term loan (Caa1/CCC+) was downsized to $125 million from $150 million, pricing was cut to Libor plus 725 bps from talk of Libor plus 750 bps to 800 bps, and the discount was tightened to 99 from talk of 98 to 981/2, the source remarked.

Unchanged was that all of the term loans have a 1.25% Libor floor, the first-lien term loans have 101 soft call protection for one year, and the second-lien term loan has call protection of 103 in year one, 102 in year two and 101 in year three.

Waddington lifts incremental

Along with the size and pricing changes, Waddington increased the incremental allowance under the credit agreement to $90 million from $60 million, plus an unlimited amount subject to pro forma first-lien net leverage not to exceed 4 times, the source continued.

Recommitments for the $650 million senior secured credit facility, which also includes a $50 million five-year revolver (B1/B), are due by 5 p.m. ET on Wednesday.

Barclays, RBC Capital Markets, GE Capital Markets and Goldman Sachs & Co. are leading the deal that will be used to fund the acquisition of Par-Pak Ltd., a designer and manufacturer of rigid plastic packaging, and to refinance existing debt at both companies.

First-lien leverage is 4.2 times, up from 3.9 times due to the first-lien term loan upsizing. Total leverage is 5.3 times.

Waddington is a Covington, Ky.-based manufacturer of disposable drinkware, dinnerware, servingware, cutlery and custom packaging.

Grande lowers pricing

Grande Communications trimmed the spread on its $260 million seven-year term loan B to Libor plus 350 bps from Libor plus 400 bps, while keeping the 1% Libor floor, original issue discount of 99½ and 101 soft call protection for six months intact, according to a market source.

The company's $295 million credit facility (B2/B+) also includes a $35 million five-year revolver.

Recommitments are due at the end of the day on Wednesday, the source added.

SunTrust Robinson Humphrey Inc. and TD Securities (USA) LLC are leading the deal that will be used to refinance existing debt and fund a $100 million dividend to ABRY Partners.

Senior and total leverage is around 4.7 times.

Grande is a San Marcos, Texas-based broadband communications company that offers a full suite of internet, TV and phone services.

Getty Images pulled

Getty Images withdrew the repricing of its $1,895,000,000 covenant-light term loan B due October 2019 that was talked at Libor plus 250 bps to 275 bps with a 1% Libor floor, a par offer price and 101 soft call protection for six months, according to a market source.

The company was trying to take pricing on the loan down from Libor plus 350 bps with a 1.25% Libor floor.

Barclays, J.P. Morgan Securities LLC, Goldman Sachs & Co., Credit Suisse Securities (USA) LLC and RBC Capital Markets LLC were leading the deal.

Getty Images is a Seattle-based creator and distributor of still imagery, video and multimedia products.

Star West holds call

In more new deal news, Star West Generation hosted a lender call at 2 p.m. ET on Tuesday, launching a $750 million senior secured term loan B due March 13, 2020 with talk of Libor plus 300 bps to 325 bps with a 1% Libor floor, a par offer price and 101 soft call protection until March 2014, according to sources.

Citigroup Global Markets Inc. is leading the deal that will be used to refinance an existing term loan B priced at Libor plus 400 bps with a 1% Libor floor.

Commitments are due on May 29, the source added.

Star West Generation is a Houston-based power producer.

Globe Energy reveals talk

Globe Energy came out with talk of Libor plus 625 bps with a 1.25% Libor floor, an original issue discount of 99 and call protection of 102 in year one and 101 in year two on its $350 million six-year covenant-light term loan (B2) that launched during the session, according to a market source.

Bank of America Merrill Lynch, Wells Fargo Securities LLC and RBC Capital Markets are leading the transaction.

Proceeds will be used by the Snyder, Texas-based oilfield services company to refinance existing debt.

Air Medical launches

Air Medical Holdings LLC's launched its $200 million five-year HoldCo contingent cash pay term loan, and although price talk was not out by press time, investors were told that the debt will be non-callable for one year, then at 102 in year two and 101 in year three, the source said.

Barclays, Bank of America Merrill Lynch, Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Morgan Stanley Senior Funding Inc. are leading the deal.

Proceeds will be used to fund a dividend to shareholders.

Air Medical is a San Antonio, Texas-based provider of community-based air ambulance services.

Allflex sets timing

Allflex revealed timing on the launch of its $910 million credit facility, with the bank meeting scheduled to take place at 10 a.m. ET in New York on Thursday, according to sources.

The facility consists of a $100 million revolver, a $540 million first-lien term loan B and a $270 million second-lien term loan.

Morgan Stanley Senior Funding Inc., Bank of America Merrill Lynch, Goldman Sachs & Co., RBC Capital Markets and Macquarie Capital are leading the deal, with Morgan Stanley left on the first-lien loan and Bank of America left on the second-lien loan.

Proceeds will help fund the $1.3 billion purchase of the company by BC Partners from Electra Partners.

Allflex is a Vitre, France-based producer of visual and electronic identification tags and other tracking products for livestock and other species.

Teine closes

In other news, Teine Energy Ltd. completed its credit facility that includes a $300 million six-year second-lien term loan and a C$159 million five-year revolver, according to a news release.

Pricing on the term loan is Libor plus 625 bps with a 1.25% Libor floor, and it was sold at an original issue discount of 981/2. There is hard call protection of 102 in year one and 101 in year two.

During syndication, the term loan was upsized from $200 million and pricing was reduced from talk of Libor plus 650 bps to 675 bps, and the revolver was downsized from C$175 million.

Barclays led the term loan and National Bank Financial acted as the agent on the revolver.

Proceeds were used to refinance existing debt and for general corporate purposes.

Teine Energy is a Calgary, Alta.-based company focused on acquiring and developing low-cost, repeatable, long reserve life index, high netback oil and gas assets.

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