Staples, Big River, Curo Health, Nature’s Bounty, Novolex, Vistra Energy, Epicor break

By Sara Rosenberg

New York, Aug. 15 – Staples Inc. firmed the spread on its term loan at the high end of revised talk, Big River Steel reduced the size of its term loan B, lowered the spread and set the issue price at the tight side of guidance, and Curo Health Services Holdings Inc. upsized its add-on term loan and finalized pricing on its debt at the low end of guidance, and then all of these deals freed up for trading on Tuesday.

Other deals to make their way into the secondary market during the session included Nature’s Bounty Co. (Alphabet Holding Co. Inc.), Novolex (Flex Acquisition Co. Inc.), Vistra Energy and Epicor Software Corp.

Back in the primary market, ClubCorp Holdings Inc. increased the size of its term loan B, Raycom Media Inc. upsized its term loan B and modified the original issue discount, and downsized its term loan A, and P.F. Chang’s downsized its term loan while widening the issue price and upsizing its revolver.

Also, Golden Entertainment Inc. extended the call protection on its first-lien term loan and revised ticking fees, Trinseo Materials downsized its term loan, and Container Store Group Inc. cut the size of its term loan B, set pricing at the high end of talk, widened the issue price and extended the call protection.

Furthermore, RadNet Management Inc., KinderCare (Kuehg Corp.) and E.W. Scripps Co. moved up the commitment deadlines for their term loans, and Xplornet Communications Inc. approached lenders with a repricing transaction.

Staples updated, trades

Staples set pricing on its $2.9 billion seven-year first-lien term loan (B1/B+) at Libor plus 400 basis points, the high end of revised talk of Libor plus 375 bps to 400 bps and down from initial talk of Libor plus 425 bps, according to a market source.

As before, the term loan has a 1% Libor floor, an original issue discount of 99.75 and 101 soft call protection for six months.

Previously in syndication, the term loan was upsized from a revised amount of $2.7 billion and an initial size of $2.4 billion, and the discount was changed from 99.5.

With terms finalized, the term loan broke for trading and levels were quoted at 99 5/8 bid, 99 7/8 offered, the source added.

UBS Investment Bank, Bank of America Merrill Lynch, Deutsche Bank Securities Inc., Credit Suisse Securities (USA) LLC, RBC Capital Markets LLC, Jefferies LLC, Fifth Third Bank, Goldman Sachs Bank USA, Citigroup Global Markets Inc., KKR Capital Markets and Natixis are leading the deal.

Staples being acquired

Proceeds from Staples’ term loan will be used to help fund its buyout by Sycamore Partners for $10.25 in cash per share of common stock. The transaction is valued at about $6.9 billion.

Other funds for the transaction will come from $1 billion in bonds, which were downsized from a revised amount of $1.3 billion and an initial amount of $1.6 billion, and the company is getting a $1.2 billion ABL facility for which Wells Fargo is the left lead.

As part of the acquisition, there will be an internal reorganization under which the U.S. retail, Canadian retail, and North American delivery business will be separated into stand-alone entities. The debt financing is for the North American delivery business.

Closing is expected no later than December, subject to customary conditions, including the receipt of regulatory and stockholder approval. The transaction is not subject to a financing condition.

Staples is a Framingham, Mass.-based retailer of office supplies.

Big River revised, breaks

Big River Steel trimmed its six-year senior secured term loan B (B3/B) to $400 million from $500 million, cut pricing to Libor plus 500 bps from Libor plus 525 bps and finalized the original issue discount at 99, the tight end of the 98.5 to 99 talk, according to a market source.

The term loan still has a 1% Libor floor and 101 soft call protection for 24 months.

Recommitments were due at noon ET on Tuesday and then the loan freed to trade with levels quoted at 99¾ bid, par ¾ offered, another source said.

Goldman Sachs Bank USA is leading the deal that will be used to refinance existing debt and for general corporate purposes.

The company is also issuing senior secured notes, which were upsized to $600 million from $500 million with the term loan downsizing, and will refinance its existing working capital facility with a new $225 million ABL facility.

Big River Steel is an Osceola, Ark.-based owner and operator of a technologically-advanced flat-rolled steel mini-mill located in Northeast Arkansas.

Curo reworked, tops OID

Curo Health Services raised its add-on term loan B (B2/B) due February 2022 to $20 million from $15 million and firmed pricing on the debt and on the repricing of its existing $431 million term loan B (B2/B) due February 2022 at Libor plus 400 bps, the tight end of the Libor plus 400 bps to 425 bps talk, a market source said.

The term loan debt still has a 1% Libor floor and 101 soft call protection for six months, the new money still has an original issue discount of 99.75 and the repricing still has a par issue price.

After terms finalized, the term loan B debt began trading, and levels were seen at par bid, par ¾ offered, another source added.

Goldman Sachs Bank USA is the left lead on the deal.

The add-on will be used to pay down revolver borrowings, and the repricing will take the existing term loan down from Libor plus 475 bps with a 1% Libor floor.

Curo Health is a Mooresville, N.C.-based pure play hospice provider.

Nature’s Bounty frees up

Nature’s Bounty’s credit facilities also started trading, with the $1.5 billion seven-year covenant-light first-lien term loan quoted at 99¾ bid, par 1/8 offered and the $400 million eight-year covenant-light second-lien term loan quoted at 99½ bid, par ½ offered, a market source remarked.

Pricing on the first-lien term loan is Libor plus 350 bps with a 0% Libor floor, and it was sold at an original issue discount of 99.5. The loan has 101 soft call protection for six months.

The second-lien term loan is priced at Libor plus 775 bps with a 0% Libor floor and was issued at a discount of 99. This tranche has call protection of 102 in year one and 101 in year two.

On Monday, the first-lien term loan was upsized from $1.4 billion and pricing was set at the low end of the Libor plus 350 bps to 375 bps talk, and the second-lien term loan was downsized from $500 million and the spread firmed at the high end of the Libor plus 750 bps to 775 bps talk.

The company’s $2.25 billion of credit facilities also include a $350 million ABL revolver.

Nature’s Bounty lead banks

Credit Suisse Securities (USA) LLC, Jefferies LLC, Morgan Stanley Senior Funding Inc., RBC Capital Markets, HSBC Securities (USA) Inc., Mizuho, Macquarie Capital (USA) Inc. and KKR Capital Markets are leading Nature’s Bounty’s credit facilities.

The new debt will be used with equity to fund the buyout of the company by KKR from the Carlyle Group. Carlyle will retain a significant stake in the company.

Closing is expected by the end of the year, subject to regulatory approvals and other customary conditions.

Nature’s Bounty is a Ronkonkoma, N.Y.-based manufacturer, marketer and distributor of health and wellness products.

Novolex breaks

Novolex’s $1,571,000,000 covenant-light term loan B due December 2023 surfaced in the secondary market, with levels quoted at par bid, par ¼ offered, a market source said.

Pricing on the term loan is Libor plus 300 bps with a 1% Libor floor and it was issued at par. The debt has 101 soft call protection for six months.

During syndication, pricing on the term loan finalized at the high end of the Libor plus 275 bps to 300 bps talk.

Deutsche Bank Securities Inc., Credit Suisse Securities (USA) LLC, Morgan Stanley Senior Funding Inc. and Jefferies LLC are leading the deal that will be used to reprice an existing term loan down from Libor plus 325 bps with a 1% Libor floor.

Closing is expected late this week.

Novolex, a Carlyle portfolio company, is a Hartsville, S.C.-based packaging company.

Vistra hits secondary

Vistra Energy’s $995 million covenant-light term loan B-2 (Ba2/BB+) due December 2023 freed to trade as well, with levels seen at par bid, par ½ offered, according to a market source.

Pricing on the loan is Libor plus 275 bps with a 0.75% Libor floor and it was issued at par. The debt has 101 soft call protection for six months.

Deutsche Bank Securities Inc. is leading the deal that will be used to reprice an existing term loan from Libor plus 325 bps with a 0.75% Libor floor.

Vistra, formerly known as Texas Competitive Electric Holdings Co. LLC, is a Dallas-based power generator and retail electric provider.

Epicor frees to trade

Epicor Software’s fungible $221.2 million incremental term loan B (B2/B) due June 1, 2022 began trading too, with levels seen at par 1/8 bid, par 5/8 offered, a market source said.

Pricing on the incremental loan is Libor plus 375 bps with a 1% Libor floor, in line with existing term loan pricing, and the new debt was issued at par.

Jefferies LLC and KKR Capital Markets are leading the deal that will be used to refinance an existing first-lien term loan B-1.

Including the incremental loan, the first-lien term loan B size totals roughly $1.58 billion.

Epicor is an Austin, Texas-based provider of enterprise business software services.

ClubCorp upsizes

Returning to the primary market, ClubCorp lifted its seven-year covenant-light term loan B to $1,175,000,000 from $1,125,000,000 and scaled back its bond offering to $425 million from $475 million, according to a market source.

The term loan is talked at Libor plus 325 bps with a step-down to Libor plus 300 bps at less than 3.25 times net first-lien leverage, a 0% Libor floor, an original issue discount of 99.5 and 101 soft call protection for six months.

ClubCorp’s now $1.35 billion senior secured deal (B1/B+) also includes a $175 million revolver.

Recommitments were due at noon ET on Tuesday, the source added.

Citigroup Global Markets Inc., RBC Capital Markets LLC, Barclays, Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc. and Goldman Sachs Bank USA are leading the deal that will be used with about $675 million of equity to fund the buyout of the company by Apollo Global Management LLC for $17.12 per share in cash, or about $1.1 billion.

Closing is expected in mid-September, subject to shareholder approval and other conditions.

ClubCorp is a Dallas-based owner and operator of private golf and country clubs and business, sports and alumni clubs.

Raycom reworked

Raycom Media increased the size of its term loan B to $600 million from $400 million and tightened the original issue discount to 99.75 from 99.5, a market source remarked.

Also, the company downsized its term loan A to $300 million from $500 million, the source continued.

The term loan B is priced at Libor plus 275 bps with a 0% Libor floor and has 101 soft call protection for six months.

Commitments are due on Thursday, the source added.

Wells Fargo Securities LLC is leading the deal that will be used to refinance existing debt.

Raycom is a Montgomery, Ala.-based broadcaster and owner and operator of television stations.

P.F. Chang’s restructures

P.F. Chang’s downsized its five-year first-lien term loan to $320 million from $325 million and upsized its revolver to $60 million from $55 million, a market source said.

Additionally, the original issue discount on the term loan was modified to 97 from 99, the source continued.

Pricing on the term loan is still Libor plus 500 bps with a 1% Libor floor, and the debt still has 101 soft call protection for one year.

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

Barclays, Deutsche Bank Securities Inc., KeyBanc Capital Markets and BMO Capital Markets are leading the $380 million of credit facilities (Ba3/B-) that will be used to refinance existing bank debt.

Net first-lien leverage is 2 times and net total leverage is 4.3 times.

Centerbridge Partners is the sponsor.

P.F. Chang’s is a Scottsdale, Ariz.-based restaurant company.

Golden Entertainment tweaks deal

Golden Entertainment extended the 101 soft call protection on its $800 million seven-year covenant-light first-lien term loan (B1/B+) to one year from six months, according to a market source.

Also, ticking fees on the first-lien term loan and on a $200 million eight-year covenant-light second-lien term loan (Caa1/CCC+) were changed to half the spread from days 31 to 60, the full spread from days 61 to 90 and the full spread plus the floor thereafter, from half the spread from days 45 to 90 and the full spread thereafter, the source said.

Pricing on the first-lien term loan remained at Libor plus 300 bps with a 0.75% Libor floor and an original issue discount of 99.5, and pricing on the second-lien term loan is still Libor plus 700 bps with a 0.75% Libor floor and a discount of 98.5.

The second-lien term loan has call protection of 102 in year one and 101 in year two.

The company’s $1.1 billion of credit facilities include a $100 million five-year revolver (B1/B+) as well.

Golden buying American

Proceeds from Golden Entertainment’s credit facilities will be used to help fund the acquisition of American Casino & Entertainment Properties LLC and refinance existing debt.

The purchase consideration will consist of $781 million cash plus about 4 million shares of Golden Entertainment stock issued to American Casino’s current owner, Whitehall Street Real Estate Partners 2007, a real estate private equity fund managed by the Merchant Banking Division of Goldman Sachs.

J.P. Morgan Securities LLC, Credit Suisse Securities (USA) LLC, Macquarie Capital (USA) Inc. and Morgan Stanley Senior Funding Inc. are leading the credit facilities.

Pro forma net leverage is expected to be less than 5.5 times at closing.

Closing is expected by year-end, subject to regulatory approvals. The transaction is not subject to a financing condition.

Golden Entertainment and American Casino are Las Vegas-based owners and operators of gaming properties.

Trinseo downsizes

Trinseo Materials slashed its seven-year covenant-light first-lien term loan to $700 million from $750 million in reaction to its senior notes offering being upsized to $500 million from $450 million, according to an 8-K filed with the Securities and Exchange Commission.

Talk on the term loan is Libor plus 250 bps to 275 bps with a 0% Libor floor, an original issue discount of 99.75 and 101 soft call protection for six months.

Also, the commitment deadline for the term loan was moved up to 5 p.m. ET on Tuesday from noon ET on Wednesday, a market source said.

With the term loan, the company is expected to get a $375 million revolver.

Barclays and Deutsche Bank Securities Inc. are leading the deal that will be used to refinance existing debt, including 6.375% euro senior notes, 6.75% U.S. senior notes and credit facilities borrowings.

Trinseo is a Berwyn, Pa.-based materials solutions provider and manufacturer of plastics, latex binders and synthetic rubber.

Container Store sets changes

Container Store trimmedits term loan B due 2021 to $300 million from $315 million, firmed pricing at Libor plus 700 bps, the high end of the Libor plus 675 bps to 700 bps talk, widened the original issue discount to 97 from 99 and extended the 101 soft call protection to one year from six months, a market source remarked.

The term loan still has a 1% Libor floor.

J.P. Morgan Securities LLC is leading the deal that will be used to refinance and extend from April 6, 2019 an existing term loan B.

Container Store is a Coppell, Texas-based retailer of organization and storage products.

RadNet revises deadline

In more primary news, RadNet accelerated the commitment deadline for its $170 million incremental first-lien term loan due June 30, 2023 to 5 p.m. ET on Tuesday from noon ET on Wednesday, a market source said.

Talk on the loan is still Libor plus 375 bps with a 1% Libor floor, an original issue discount of 99.75 and 101 soft call protection for one year.

The term loan has a step-up to Libor plus 450 bps if first-lien leverage is more than 5.5 times, and step-downs to Libor plus 350 bps if first-lien leverage is greater than 3.5 times but equal to 4 times and Libor plus 325 bps if first-lien leverage is 3.5 times.

Barclays is leading the deal that will be used to refinance a second-lien term loan.

With this transaction, the company is seeking an amendment to permit the proposed incremental loan as well as various other requests.

Lenders are being offered a 25 bps amendment fee.

Including the incremental loan, the first-lien term loan will total $637 million.

RadNet is a Los Angeles-based owner and operator of outpatient diagnostic imaging centers.

KinderCare shutting early

KinderCare moved up the commitment deadline for its fungible $50 million incremental first-lien term loan (B1/B-) due August 2022 and $260 million eight-year covenant-light second-lien term loan (Caa2/CCC) to 10 a.m. ET on Wednesday from 5 p.m. ET on Wednesday, according to a market source.

Talk on the incremental first-lien term loan is Libor plus 375 bps with a 1% Libor floor, in line with existing first-lien loan pricing, a discount of 99.5 and 101 soft call protection for one year.

The second-lien term loan is talked at Libor plus 825 bps to 850 bps with a 1% Libor floor, a discount of 99 and call protection of 102 in year one and 101 in year two.

Credit Suisse Securities (USA) LLC and Barclays are leading the deal that will be used to fund a shareholder distribution.

The company is also seeking an amendment to its existing credit agreement to allow for the distribution, and existing lenders are being offered a 25 bps consent fee.

KinderCare, formerly known as Knowledge Universe, is a Portland, Ore.-based provider of early childhood care and education services.

E.W. Scripps adjusts deadline

E.W. Scripps accelerated the commitment deadline on its $250 million seven-year term loan B (BB+) to 3 p.m. ET on Thursday from 1 p.m. ET on Friday, a market source said.

The term loan is talked at Libor plus 225 bps with no Libor floor, an original issue discount of 99.5 and 101 soft call protection for six months.

Wells Fargo Securities LLC, J.P. Morgan Securities LLC, Bank of America Merrill Lynch and SunTrust Robinson Humphrey Inc. are leading the deal that will be used with about $50 million of cash on hand to fund the acquisition of Katz broadcasting networks for $302 million or a net purchase price of $292 million after accounting for its 5% ownership position in a portion of the business.

Closing is expected on Oct. 2, subject to Hart-Scott-Rodino clearance and customary conditions.

Net secured leverage is 0.9 times and net total leverage is 3.4 times.

E.W. Scripps is a Cincinnati-based broadcasting company.

Xplornet comes to market

Xplornet Communications launched to lenders on Tuesday a $385million term loan B at talk of Libor plus 500 bps to 525 bps with a 1% Libor floor, a par issue price and 101 soft call protection for six months, according to a market source.

Commitments are due on at 5 p.m. ET on Aug. 22, the source said.

SunTrust Robinson Humphrey Inc., BMO Capital Markets and Jefferies LLC are leading the deal that will be used to reprice an existing term loan B down from Libor plus 600 bps with a 1% Libor floor.

Xplornet is a Woodstock, New Brunswick-based rural-focused broadband service provider.

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