JBS, Delta Air Lines break; Townsquare Media reveals discount talk; Anaren joins calendar

By Sara Rosenberg

New York, Aug. 18 – JBS USA LLC’s term loan made its way into the secondary market on Tuesday, with levels quoted above its original issue discount, and Delta Air Lines Inc. finalized the issue price on its term loan B at the tight end of guidance, and then it too freed up for trading during the session.

In more happenings, Townsquare Media Inc. released original issue discount talk on its add-on term loan with launch, and Anaren Inc. emerged with new deal plans.

JBS frees up

JBS’ $1.2 billion first-lien term loan due August 2022 (Ba1/BB+) began trading on Tuesday, with levels quoted at 99¾ bid, par offered, according to a market source.

Pricing on the term loan is Libor plus 300 basis points with a 1% Libor floor, and it was sold at an original issue discount of 99.5. The debt has 101 soft call protection that will run seven months from when the loan goes into escrow which is six months of call protection from the day lenders receive full coupon and floor, and a ticking fee of half the spread from day 31 to 60 and the full spread and floor thereafter.

Recently, the ticking fee on the term loan was revised from half the spread from days 31 to 60, the full spread from days 61 to 90 and the full spread plus the Libor floor thereafter.

Credit Suisse Securities (USA) LLC, Bank of America Merrill Lynch and Rabobank are leading the deal that will help fund the $1.45 billion acquisition of Cargill’s U.S.-based pork business.

Closing is subject to regulatory review and approval.

JBS is a Greeley, Colo.-based beef, pork and lamb processing company.

Delta sets OID, breaks

Delta firmed the original issue discount on its $500 million seven-year term loan B at 99.5, the tight end of the 99 to 99.5 talk, according to a market source.

As before, the term loan is priced at Libor plus 250 bps with a 0.75% Libor floor, and has 101 soft call protection for six months.

The company’s $2 billion credit facility (Baa3/BBB) also includes a $1.5 billion five-year revolver.

Recommitments were due at noon ET on Tuesday, and with final terms in place, the debt made its way into the secondary market in the afternoon, with the term loan B quoted at 99¾ bid, 100¼ offered, a trader added.

Delta refinancing

Proceeds from Delta’s credit facility will be used with $500 million of other new debt financing and cash from the balance sheet to refinance an existing revolver due 2016 and a term loan B due 2017, to pay related fees and expenses and for general corporate purposes.

Barclays, J.P. Morgan Securities LLC, Bank of America Merrill Lynch, BBVA, BNP Paribas Securities Corp., Citigroup Global Markets Inc., Credit Agricole, Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., Fifth Third Bank, Goldman Sachs Bank USA, Wells Fargo Securities LLC and UBS AG are leading the deal.

Total adjusted debt to EBITDAR is 1.4 times and net adjusted debt to EBITDAR is 1 times.

Delta is an Atlanta-based airline company.

Townsquare OID talk emerges

Townsquare Media held its lender call on Tuesday morning to launch its fungible $45 million add-on term loan (BB-), and with the event, original issue discount talk on the debt was disclosed as 99.5 to 99.75, a market source remarked.

The add-on term loan is priced at Libor plus 325 bps with a 1% Libor floor, which matches existing term loan pricing.

Commitments are due on Aug. 25, the source added.

RBC Capital Markets is leading the deal that will be used to help fund the roughly $75.5 million acquisition of North American Midway Entertainment LLC, a Farmland, Ind.-based provider of rides, games and food concessions.

Townsquare Media is a Greenwich, Conn.-based diversified media and entertainment and digital marketing services company.

Anaren on deck

Anaren surfaced with plans to hold a lender call on Wednesday morning to launch a fungible $25 million add-on first-lien term loan, according to a market source.

The add-on term loan is priced at Libor plus 450 bps with a 1% Libor floor, in line with existing term loan pricing, and original issue discount talk is not yet available, the source said.

Jefferies Finance LLC is leading the deal that will be used to fund an acquisition.

Anaren is a Syracuse, N.Y.-based designer, developer, manufacturer and seller of highly integrated microwave components, assemblies and subsystems for the wireless communications, satellite communications and defense electronics markets.

PowerTeam allocates

In other news, PowerTeam Services allocated its fungible $40 million add-on first-lien term loan that is priced at Libor plus 325 bpswith a 1% Libor floor, in line with existing first-lien term loan pricing, and was sold at an original issue discount of 99.026, according to a market source.

With the add-on, all of the first-lien term loan debt is getting 101 soft call protection for six months.

Jefferies Finance LLC is leading the deal that will be used to fund an acquisition.

PowerTeam is a Cary N.C.-based provider of services to electric and gas utilities.

Quality Distribution closes

The buyout of Quality Distribution Inc. by Apax Partners for about $800 million, including the assumption of debt, or $16.00 per share in cash, has been completed, according to an 8-K filed with the Securities and Exchange Commission.

To help fund the transaction, Quality Distribution got a new $635 million senior secured credit facility consisting of a $100 million asset-based revolver, a $415 million seven-year covenant-light first-lien term loan and a $120 million eight-year covenant-light second-lien term loan.

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

The second-lien term loan is priced at Libor plus 850 bps with a 1% Libor floor and was issued at a discount of 95. This tranche is non-callable for one year, then at 103 in year two and 101 in year three.

Quality Distribution leads

Deutsche Bank Securities (left on first-lien), Bank of America Merrill Lynch (left on second-lien), Jefferies Finance LLC, Macquarie Capital (USA) Inc., SunTrust Robinson Humphrey Inc., Credit Suisse Securities and Natixis led Quality Distribution’s credit facility.

During syndication, the first-lien term loan was upsized from $400 million, pricing was raised from talk of Libor plus 400 bps to 425 bps, and the call protection was extended from six months, and the second-lien term loan was downsized from $135 million, the spread was set at the high end of the Libor plus 825 bps to 850 bps talk, the discount was modified from 98.5, and the call protection was changed from 102 in year one and 101 in year two.

Also, during syndication, the 12-month MFN sunset provision was removed, the leverage-based step-downs from the asset sale mandatory repayment provision was eliminated, the excess cash flow sweep was increased to 75% (with step-downs) from 50%, the unlimited restricted payments ratio was reduced, the consolidated EBITDA definition was revised, and the incremental allowance was trimmed.

Quality Distribution is a Tampa, Fla.-based logistics and transportation provider.

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