Ascend Learning breaks; AutoTrader revisions expected; Applied Systems, Lyon tweak deals.

By Sara Rosenberg

New York, Dec. 3 - Ascend Learning's credit facility allocated and hit the secondary market on Friday, with the first- and second-lien term loans bid right around their original issue discount prices in minimal trading.

Over in the primary market, AutoTrader.com is anticipated to come out with changes to its credit facility in the next few days as a result of the deal's massive oversubscription by the Friday commitment deadline.

Also, Applied Systems Inc. reworked the pricing and sizing on its bank deal, and Lyon County Resort & Casino's facility is fully subscribed following an increase in spread on the first-lien term loan.

Furthermore, Henry Co., ResCare Inc. and Summit Materials LLC released price talk on their term loans as the transactions were presented to lenders during the session, and Data Device Corp. emerged with plans to launch a new credit facility.

Ascend Learning frees up

Ascend Learning's credit facility started trading on Friday with the $250 million first-lien term loan B (B1/B) quoted at 98 bid, 98¾ offered, and the $75 million second-lien term loan (Caa1/CCC+) quoted at 97 bid, 97¾ offered, according to a trader.

Pricing on the first-lien term loan B is Libor plus 550 basis points with a 1.5% Libor floor, and it was sold at an original issue discount of 98, and pricing on the second-lien term loan is Libor plus 1,000 bps with a 1.5% Libor floor, and it was sold at a discount of 97.

The first-lien loan has 101 soft call protection for one year and the second-lien is non-callable for one year, then at 102½ in year two and 101 in year three.

Bank of America, GE Capital and Barclays are the lead banks on the deal, with Bank of America the left lead.

Ascend funding recap

Proceeds from Ascend Learning's credit facility will be used to refinance existing debt and replace some equity with debt.

The $365 million deal also provides for a $40 million revolver (B1/B).

During syndication, the first-lien term loan B was downsized from $260 million, pricing was flexed up from Libor plus 475 bps, the discount widened from 98½ and soft call protection was added.

Also during syndication, the second-lien term loan was downsized from $100 million, pricing was increased from Libor plus 850 bps, the discount widened from 98 and the call protection was changed from 103 in year one, 102 in year two and 101 in year three.

Ascend Learning is a Stilwell, Kan.-based provider of technology-based learning services focused on student training and testing results in health care and other vocational fields.

AutoTrader may modify loan

Moving to the primary, AutoTrader.com's $950 million credit facility (Ba3/BB+) was well oversubscribed by the time books closed on Friday, creating the anticipation that issuer-friendly changes are coming during the Dec. 6 week, according to a market source.

Currently, the facility consists of a $150 million five-year revolver, a $200 million five-year term loan A and a $600 million six-year term loan B.

Price talk on the revolver and the term loan A is Libor plus 350 bps, while price talk on the term loan B is Libor plus 375 bps to 400 bps with a 1.5% Libor floor and an original issue discount of 99.

AutoTrader buying Kelley

Proceeds from AutoTrader.com's credit facility will be used to fund the acquisition of Irvine, Calif.-based Kelley Blue Book, a provider of new and used vehicle pricing information, and its sister companies, CDMdata and CDM Dealer Services.

Closing is expected by the end of the year.

Wells Fargo, JPMorgan, Goldman Sachs, SunTrust, Fifth Third Bank and UBS are the lead banks on the credit facility, with Wells Fargo the left lead.

AutoTrader.com is an Atlanta-based automotive marketplace and consumer information website.

Applied Systems reworks

Applied Systems, a University Park, Ill.-based provider of insurance agency management systems, increased the size of its credit facility, while lowering pricing, as the transaction was extremely well met by lenders, according to a market source.

Specifically, the first-lien term loan was raised to $300 million from $280 million, and pricing was cut to Libor plus 400 bps from Libor plus 450 bps to 475 bps. The 1.5% Libor floor and original issue discount of 99 were left intact.

And, pricing on the $175 million second-lien term loan was trimmed to Libor plus 775 bps from Libor plus 825 bps and the discount tightened to 99 from 981/2, the source said. There is still a 1.5% Libor floor. Call protection is 103 in year one, 102 in year two and 101 in year three.

Credit Suisse and JPMorgan are the lead banks on the now $505 million deal that also includes a $30 million revolver and will be used to refinance existing debt and fund a dividend payment.

Lyon County fills out

Lyon County Resort & Casino's new term loans have been fully circled by banks and private investors after pricing on the $50 million first-lien term loan was flexed up to Libor plus 700 bps from Libor plus 600 bps, according to a market source.

The first-lien term loan still has a 2% Libor floor and is being issued with a 1.5% upfront fee.

The company's $75 million of new financing also includes a $25 million second-lien term loan that is priced at a fixed-rate of 15%.

Wells Fargo and Jefferies are the lead banks on the deal that will be used to help fund the construction of Lyon County Resort & Casino, a Larchwood, Iowa hotel/casino, and is expected to close on Dec. 10.

Henry talk emerges

Henry held a bank meeting on Friday with a 10:30 a.m. ET start time at the Intercontinental Hotel in New York to launch its proposed credit facility, and in connection with the event, price talk was announced, according to market sources.

The $135 million six-year first-lien term loan was launched with talk of Libor plus 500 basis points to 525 bps with a 1.75% Libor floor and an original issue discount of 981/2, sources said. There is no call protection on this tranche.

Meanwhile, the $40 million 61/2-year second-lien term loan was launched at Libor plus 900 bps with a 1.75% Libor floor and a discount of 98, sources continued. This debt has call protection of 103 in year one, 102 in year two and 101 in year three.

Henry lead banks

UBS Investment Bank and GE Capital are the joint lead arrangers and bookrunners on Henry's credit facility, with UBS the left lead.

The $155 million senior secured deal also includes a $20 million five-year revolver.

Lenders are being asked to get their commitments in by Dec. 17.

Proceeds will be used to refinance existing debt and to fund a dividend payment.

Henry is an El Segundo, Calif.-based provider of roof coatings, cements, roofing systems, driveway maintenance products and sealants.

ResCare floats guidance

ResCare also held a bank meeting on Friday, at which time its $190 million term loan B was launched with price talk of Libor plus 450 bps to 475 bps with a 1.5% Libor floor and an original issue discount of 981/2, according to a market source.

JPMorgan and Bank of America are the lead banks on the loan that will be used to help refinance existing debt, repay a portion of the amounts used to purchase the company's common shares in the tender offer by Onex Rescare Acquisition LLC and fund the purchase of any remaining ResCare shares by Onex through a second-step share exchange.

Including the term loan B, the company plans on raising up to $390 million of new debt for the refinancing and buyout.

ResCare is a Louisville, Ky.-based provider of home care to the elderly and persons with disabilities.

Summit Materials talk

Summit Materials launched its $425 million five-year senior secured term loan on Friday with talk of Libor plus 450 bps to 475 bps with a 1.5% Libor floor and an original issue discount of 99, according to a market source.

The company is also looking to get a $25 million incremental revolver.

Citigroup, UBS and Bank of America are the lead banks on the deal (B2/BB-).

Proceeds will be used to refinance existing debt, fund acquisitions, including the recently completed purchase of RK Hall Construction Ltd, a Paris, Texas-based aggregates, asphalt production, paving and construction business, and for general corporate purposes.

Summit Materials is a Washington D.C.-based company that was formed in early 2009 to acquire and grow companies in the aggregates and heavy-side building materials industry.

Data Device sets launch

Data Device has set a bank meeting for Monday to launch a proposed $340 million credit facility that is being led by Credit Suisse, according to a market source.

The facility consists of a $30 million revolver and a $310 million term loan, the source said.

Proceeds will be used to refinance existing debt and fund a dividend.

Data Device is a Bohemia, N.Y.-based supplier of data networking services and MIL-STD-1553 interfaces.

Northland still working

Northland Communications' $110 million credit facility is still being worked on by accounts, according to a market source, with the hope being that the deal will wrap by the end of this month.

As launched, the facility consists of a $15 million 51/2-year revolver and a $95 million six-year term loan, with both tranches talked at Libor plus 550 bps with a 1.75% floor and an original issue discount of 98.

GE Capital is the lead bank on the deal that will be used to refinance existing debt.

Northland Communications is a cable company.

GenOn closes

In other news, the merger of Mirant Corp. with RRI Energy Inc. has been completed to create GenOn Energy Inc., a Houston-based power producer.

To help fund the merger, GenOn got a new $1.7 billion credit facility (B2/BB-) comprised of a $1 billion revolver priced at Libor plus 350 bps with a 75 bps unused fee and a $700 million seven-year term loan B priced at Libor plus 425 bps with a 1.75% Libor floor that was sold at an original issue discount of 99 and has 101 soft call protection for one year.

During syndication, the term loan B was upsized from $500 million as the company's bond offering was cut to $1.225 billion from $1.4 billion, the spread was lowered from Libor plus 450 bps, the discount was tightened from 98½ and soft call protection was added.

JPMorgan, Credit Suisse, Deutsche Bank, Morgan Stanley and Goldman Sachs acted as the lead banks on the deal.

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