Cast & Crew, Water Pik break; PODS, Ryan firm terms; HD supply, TerraForm Private launch

By Sara Rosenberg

New York, Aug. 3 – Cast & Crew Entertainment Services updated spread and original issue discounts on its first- and second-lien term loans, extended the call protection on the first-lien debt and then freed up for trading on Monday, and Water Pik Inc. surfaced in the secondary too.

In more happenings, PODS LLC tightened the issue price on its add-on term loan B, and Ryan LLC firmed pricing on its term loan at the wide end of guidance.

Also, HD Supply Inc. and TerraForm Private details emerged with launch, and Owens-Brockway Glass Container Inc. (Owens-Illinois Inc.), Kissner Milling Co. Ltd., Smart Start Inc. and Hudson’s Bay Co. joined this week’s calendar.

Cast & Crew updated

Cast & Crew Entertainment Services set pricing on its $270 million seven-year first-lien term loan (B2/B+) at Libor plus 375 basis points, the low end of the Libor plus 375 bps to 400 bps talk, firmed the original issue discount at 99.5, the tight end of the 99 to 99.5 guidance, and extended the 101 soft call protection to one year from six months, according to a market source.

Also, the spread on the $95 million eight-year second-lien term loan (Caa2/CCC+) finalized at Libor plus 775 bps, the low end of the Libor plus 775 bps to 800 bps talk, and the discount was modified to 99.25 from 99, the source said.

Furthermore, the MFN sunset provision was removed from the transaction.

As before, both term loans have a 1% Libor floor, and the second-lien term loan has call protection of 102 in year one and 101 in year two.

The company’s $430 million credit facility also includes a $65 million five-year revolver (B2/B+).

Cast & Crew tops OIDs

Recommitments for Cast & Crew’s credit facility were due at 2 p.m. ET on Monday, and then the deal hit the secondary market, with the first-lien term loan quoted at 99 7/8 bid, par 3/8 offered and the second-lien term loan quoted at 99½ bid, par ½ offered, a trader added.

RBC Capital Markets, Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc. and Societe Generale are leading the credit facility that will be used to help fund the buyout of the company by Silver Lake from ZM Capital.

Closing is subject to customary conditions.

First-lien leverage is 4.4 times, and total leverage is around 6 times.

Cast & Crew is a Burbank, Calif.-based provider of technology-enabled payroll, production accounting and related value-added services to the entertainment industry.

Water Pik frees up

Water Pik’s fungible add-on term loans began trading, with the $75 million add-on first-lien term loan (B) quoted at 99½ bid, par offered and the $35 million add-on second-lien term loan (CCC+) quoted at 99¼ bid, par ¼ offered, a source remarked.

Pricing on the first-lien term loan debt is Libor plus 475 bps with a 1% Libor floor, and it was sold at an original issue discount of 99.5. There is 101 soft call protection for six months.

The second-lien term loan is priced at Libor plus 875 bps with a 1% Libor floor and was issued at a discount of 99.25. This tranche has call protection of 102 in year one and 101 in year two.

GE Capital Markets is leading the $110 million in first- and second-lien term loans that will be used for a dividend recapitalization.

Water Pik is a Fort Collins, Colo.-based marketer and supplier of branded oral health and replacement showerhead products.

Town Sports softens

Also in trading, Town Sports International Holdings Inc.’s term loan B slid to 71 bid, 75 offered from 74 bid, 79 offered, according to a trader.

Last week, the company released disappointing second-quarter results that showed a net loss of $31.1 million, or $1.26 per share, compared to a net loss of $919,000, or $0.04 per share, last year.

Also, revenue in the quarter was $108.3 million, down 6.4% from $115.7 million in the second quarter of 2014.

Adjusted EBITDA was $5.5 million, versus $15.5 million in the prior year.

The company also said in its earnings release that it will not be hosting conference calls to discuss quarterly results until further notice since it is “in a period of transition.”

Town Sports is a New York-based owner and operator of fitness clubs.

PODS tweaks deal

Back in the primary, PODS moved the original issue discount on its $50 million add-on senior secured term loan B due Feb. 2, 2022 to 99.75 from the 99.5 area, a market source remarked.

As before, with the add-on, the company’s term loan B will total $459 million, and pricing on the entire tranche will be Libor plus 350 bps with a 1% Libor floor; the existing debt is being repriced from Libor plus 425 bps with a 1% Libor floor.

The entire term loan B is still getting 101 soft call protection for six months.

The repricing continues to be offered at par, with existing term loan B lenders getting paid down at 101 as the debt currently has 101 soft call protection.

Proceeds from the add-on will be used to repay revolver debt and add cash to the balance sheet.

Recommitments were due by end of the day Monday, and allocations are expected on Tuesday.

Morgan Stanley Senior Funding Inc. and Barclays are leading the deal.

PODS is a Clearwater, Fla.-based provider of storage and moving containers.

Ryan sets spread

Ryan firmed pricing on its $250 million five-year term loan at Libor plus 575 bps, the wide end of the Libor plus 550 bps to 575 bps talk, and left the 1% Libor floor, original issue discount of 98.5 and 101 soft call protection for one year intact, according to a market source.

The company’s $300 million credit facility (B2/B) also includes a $50 million revolver.

Goldman Sachs Bank USA and Bank of America Merrill Lynch are leading the deal that will be used to refinance existing debt and add cash to the balance sheet.

Ryan is a Dallas-based provider of tax services.

HD Supply terms surface

HD Supply held its lender call on Monday afternoon, launching to investors an $850 million senior secured six-year covenant-light term loan B (B1/BB-) with talk of Libor plus 300 bps with a 1% Libor floor, an original issue discount of 99.5 and 101 soft call protection for six months, a source said.

Commitments are due at 5 p.m. ET on Thursday, the source added.

Bank of America Merrill Lynch, Barclays, Goldman Sachs Bank USA, J.P. Morgan Securities LLC and Wells Fargo Securities LLC are leading the deal that will be used with cash on hand and borrowings under the company’s existing revolver to refinance an existing senior secured term loan.

HD Supply is an Atlanta-based industrial distributor.

TerraForm launches

TerraForm Private launched with a call at 4 p.m. ET on Monday a $280 million senior secured term loan B (B+) talked at Libor plus 375 bps to 400 bps with a 1% Libor floor, an original issue discount of 99 and 101 soft call protection for six months, according to a market source.

Commitments are due on Aug. 10, the source said.

Morgan Stanley Senior Funding, Citigroup Global Markets Inc. and Goldman Sachs Bank USA are leading the deal that will be used to refinance existing debt.

TerraForm is a Bethesda, Md.-based renewable energy company.

Owens-Brockway coming soon

In more primary news, Owens-Brockway Glass Container scheduled a bank meeting for 10 a.m. ET in New York on Wednesday to launch $1.25 billion in term loans, a market source said.

The debt consists of a $750 million seven-year covenant-light term loan B and a $500 million term loan A due April 2020, the source continued.

Commitments are due at noon ET on Aug. 13.

Deutsche Bank Securities, Bank of America Merrill Lynch, BNP Paribas Securities Corp., Credit Agricole Securities (USA) Inc., Goldman Sachs Bank USA, JPMorgan, Scotiabank, Barclays, Rabobank and HSBC Securities (USA) Inc. are leading the deal that will help fund the acquisition of Vitro, SAB de CV’s food and beverage glass container business for about $2.15 billion.

Closing is subject to approval by Vitro’s shareholders and customary regulatory approvals.

Owens-Brockway is a Perrysburg, Ohio-based glass container manufacturer.

Kissner on deck

Kissner Milling set a bank meeting for 10 a.m. ET on Wednesday to launch a $475 million credit facility, according to a market source.

The facility consists of a $50 million five-year ABL revolver and a $425 million seven-year first-lien covenant-light term loan, the source said.

Barclays is leading the deal that will be used to fund the acquisition of BSC Holdings Inc., to refinance 7.25% senior secured notes due 2019 and to fund a shareholder distribution.

Net first-lien leverage and net total leverage is 3.9 times, the source added.

Kissner is an Ontario-based producer and distributor of bulk rock salt and packaged specialty deicing products.

Smart Start readies deal

Smart Start will hold a bank meeting at 10:30 a.m. ET on Tuesday to launch a $230 million credit facility that consists of a $30 million five-year revolver, a $145 million 6.5-year first-lien term loan and a $55 million pre-placed seven-year second-lien term loan, a source said.

The first-lien term loan has 101 soft call protection for six months, the source continued.

BNP Paribas Securities is leading the deal that will be used to help fund the buyout of the company by ABRY Partners.

Smart Start is a Grapevine, Texas-based provider of ignition interlocks and portable devices for alcohol monitoring.

Hudson’s Bay plans launch

Hudson’s Bay, an Ontario-based operator of department stores, emerged with plans to hold a bank meeting on Tuesday to launch a new term loan B, a market source remarked.

Bank of America Merrill Lynch, Morgan Stanley Senior Funding, RBC Capital Markets and Scotiabank are leading the deal.

The company recently disclosed that it received a commitment for a roughly $3.25 billion term loan B to help fund its acquisition of Galeria Holding (Kaufhof), an operator of department stores in Germany and Belgium, for €2.42 billion and to refinance an existing $650 million senior term loan but said that it does not expect to utilize the large majority of the term loan B commitment.

Instead, the company expects to use proceeds from the sale of at least 40 of Kaufhof’s properties for at least €2.4 billion to the recently completed U.S. real estate joint venture between Hudson’s Bay and Simon Property Group to largely fund the Kaufhof acquisition and expected transaction costs.

Closing is expected by the end of the third fiscal quarter, subject to customary conditions.

Ravn Air closes

In other happenings, the buyout of Ravn Air Group by J.F. Lehman & Co. has been completed, according to a news release.

For the transaction, Ravn got a new $110 million credit facility that includes a $15 million five-year revolver and a $95 million six-year term loan.

Pricing on the term loan is Libor plus 450 bps with a step-down to Libor plus 425 bps and a 1% Libor floor, and it was sold at an original issue discount of 99.5. There is 101 soft call protection for six months.

During syndication, the spread on the term loan was reduced from Libor plus 475 bps, and the discount tightened from 99.

BNP Paribas Securities and Keybanc Capital Markets led the deal.

Ravn is an Anchorage-based airline company.

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