Mercury Payment Systems breaks; Norit, PlayCore, Alere, Fasteners, ATI Physical revise deals

By Sara Rosenberg

New York, June 29 - Mercury Payment Systems LLC's credit facility freed up for trading on Wednesday, with levels on the six-year term loan B quoted higher than its revised original issue discount price.

Over in the primary, Norit Holding made a number of revisions to its credit facility, including increasing pricing, the Libor floor and original issue discount on the first-lien term loans and eliminating plans for a second-lien term loan.

PlayCore Holdings Inc. also removed the second-lien term loan from its credit facility structure, but with that change, increased its first-lien term loan size to partially cover the difference while keeping pricing at initial talk.

Continuing on the topic of deal updates, Alere Inc. increased its term B size, Fasteners for Retail Inc. upsized its term loan while adding a pricing step-down and call protection, ATI Physical Therapy downsized its term loan add-on, and Cellular South Inc. firmed the Libor floor on its B loan at the low end of talk,.

Additionally, Drake Beam Morin postponed its transaction, and Van Wagner Communications LLC pulled its credit facility due to unfavorable primary conditions.

In more loan happenings, Nebraska Book Co. Inc. revealed original issue discount talk on its term loan B as the deal was presented to lenders during the session, and Nuance Communications Inc. obtained enough consents for its credit facility amendment and extension to pass.

Mercury starts trading

Mercury Payment Systems' credit facility hit the secondary market on Wednesday, with the $200 million six-year term loan B seen at 99¾ bid, par ¼ offered, according to a market source.

Pricing on the B loan is Libor plus 500 basis points with a 1.5% Libor floor, and it was sold at an original issue discount of 99. There is 101 soft call protection for one year.

During syndication, pricing was lifted from Libor plus 475 bps and the discount moved from 991/2.

Deutsche Bank Securities Inc., Barclays Capital Inc. and Credit Suisse Securities (USA) LLC are the lead banks on the $225 million credit facility (BB-), which also includes a $25 million revolver, and will be used to fund a distribution to shareholders.

Pro forma gross leverage is 3.9 times, and net leverage is 3.39 times.

Mercury Payment Systems is a Durango, Colo.-based payment processing company that partners with point-of-sale developers and resellers.

Norit reworks structure

Moving to the primary, Norit Holding decided to cancel plans for a second-lien term loan and raised pricing on its $230 million six-year first-lien term loan and €75 million six-year first-lien term loan to Libor/Euribor plus 525 bps from talk of Libor plus 450 bps to 475 bps, according to a market source.

Also, the Libor floor on the first-lien loans was changed to 1.5% from 1.25%, the original issue discount widened to 98½ from 99, and soft call protection was sweetened to 102 in year one and 101 in year two from just 101 for one year, the source remarked.

The second-lien term loan that was eliminated was being talked at Libor plus 825 bps with a 1.25% Libor floor, an original issue discount of 98½ and call protection of 103 in year one, 102 in year two and 101 in year three.

Norit getting revolver

Norit's roughly $390 million credit facility, down from about $500 million, also provides for a $50 million revolver.

Covenant levels in the credit agreement will be adjusted to reflect the new structure, the source added. The covenants include a maximum leverage ratio.

Deutsche Bank Securities Inc. and Goldman Sachs & Co. are the lead banks on the deal that will be used to fund a distribution to shareholders and refinance existing debt.

With the changes, total leverage moved to 4.0 timed from 5.3 times.

Norit is a Netherlands-based producer of activated carbon and related services.

PlayCore tweaks deal

PlayCore downsized its credit facility to $125 million from $150 million, as a $35 million seven-year second-lien term loan was eliminated and the six-year first-lien term loan was increased to $105 million from $95, according to a market source.

Pricing on the first-lien term loan and a $20 million five-year revolver firmed in line with talk at Libor plus 450 bps with a 1.5% Libor floor and a discount of 99, and the revolver has a 75 bps unused fee.

Price talk on the second-lien loan was Libor plus 850 bps with a 1.5% floor and a discount of 98.

BNP Paribas Securities Corp. and SunTrust Robinson Humphrey Inc. are the lead banks on the deal that will be used to refinance existing senior and subordinated debt. The previously planned $25 million dividend was scrapped as a result of the downsizing.

PlayCore is a Chattanooga, Tenn.-based designer, manufacturer and marketer of playground, park and recreation and youth fitness programs and products.

Alere ups B loan

Alere once again came out with a size change, this time increasing its term loan B to $925 million from $875 million, according to a market source, bringing the total senior secured credit facility (Ba2/BB-) size back to its original amount of $2.1 billion.

Pricing on the term loan B was left unchanged at Libor plus 350 bps, with a 1% Libor floor and an original issue discount of 991/2.

Earlier in syndication, the term loan B had been downsized from $1 billion to $750 million, then increased to $875 million before ending up at this final amount, and a $300 million delayed-draw term loan B was removed from the capital structure. Also, pricing had been flexed up from talk of Libor plus 300 bps to 325 bps.

Jefferies & Co., GE Capital Markets, Credit Suisse Securities (USA) LLC and Goldman Sachs & Co. are leading the deal and are expected to give out allocations on Thursday.

Alere pro rata details

Alere's credit facility also includes a $250 million revolver, a $625 million term loan A and a $300 million delayed-draw term loan A, all priced at Libor plus 275 bps with no Libor floor.

Recently, the term loan A was upsized from $700 million, and prior to that from $450 million, the delayed-draw term loan A was increased from $100 million, and pricing on all of the tranches was lifted from Libor plus 250 bps.

There is a leverage-based pricing grid on the revolver, term loan A and term loan B under which pricing increases by 25 bps when senior secured leverage is greater than 3.0 times and by an additional 50 bps when senior secured leverage is greater than 4.0 times.

Proceeds will be used to refinance existing debt, to fund the buyback of common stock and to add cash to the balance sheet.

Alere is a Waltham, Mass.-based provider of near-patient diagnosis, monitoring and health management to enable individuals to improve their health and quality of life at home.

Fasteners revises size

Fasteners for Retail raised its term loan to $145 million from $140 million, and while pricing was left unchanged at Libor plus 400 bps with a 1.5% Libor floor and an original issue discount of 991/4, a step- down was added to Libor plus 375 bps at less than 4.0 times leverage, according to a market source.

Furthermore, 101 soft call protection for one year was added to the term loan, the source said.

The company's $165 million credit facility, up from $160 million, still includes a $20 million revolver priced at Libor plus 400 bps with a 1.5% floor and a discount of 991/4.

GE Capital Markets is the lead bank on the deal that will be used to help fund the buyout of the company by Olympus Partners from Cortec Group.

Fasteners for Retail is a Twinsburg, Ohio-based provider of point-of-purchase merchandising and display solutions for retail applications.

ATI trims loan

ATI Physical Therapy cut its term loan add-on to $35 million from $40 million while leaving pricing at Libor plus 550 bps with a 2% Libor floor and an original issue discount of 991/2, according to a market source.

The company's $10 million revolver add-on is also priced at Libor plus 550 bps with a 2% Libor floor.

When the company obtained the original credit facility in 2010, it carried the same pricing but the term loan was sold at a discount of 97.

Barclays Capital Inc. is the lead bank on the deal that will be used for acquisition financing.

ATI Physical Therapy is a Bolingbrook, Ill.-based rehabilitation provider.

Cellular South sets floor

Cellular South firmed the Libor floor on its $600 million six-year term loan B at 1%, the tight end of initial talk of 1% to 1.25%, according to a market source.

All other terms were left unchanged, including the Libor plus 350 bps spread, the original issue discount of 991/2, and the 101 soft call protection for one year.

The company's $800 million credit facility also includes a $200 million five-year revolver priced at Libor plus 250 bps with a 50 bps unused fee.

Bank of America Merrill Lynch is the lead bank on the deal that will be used to refinance existing debt, pay a $20 million dividend and for general corporate purposes.

Cellular South, a Ridgeland, Miss.-based privately held wireless provider, expects to close on the transaction in July.

Drake Beam delays deal

Drake Beam Morin postponed its $115 million credit facility, but talk is that the deal may come back within the next few weeks, according to sources.

The facility consisted of a $10 million five-year revolver and a $105 million six-year term loan, both talked at Libor plus 500 basis points, with the term loan having a 1.5% Libor floor and an original issue discount of 99.

SunTrust Robinson Humphrey Inc. was the lead bank on the deal that was going to be used to refinance existing debt, to fund a dividend to shareholders and for general corporate purposes.

Drake Beam Morin is a New York-based provider of strategic human resources services, focusing on outplacement and transition services.

Van Wagner withdrawn

Van Wagner Communications removed its $205 million credit facility from market because of poor primary conditions, according to a market source.

The facility consisted of a $180 million term loan talked at Libor plus 575 bps with a 1.5% Libor floor, an original issue discount of 99 and 101 soft call protection for one year as well as a $25 million revolver.

During the attempted syndication process, pricing on the term loan had been increased from talk of Libor 425 bps to 450 bps.

GE Capital Markets was the lead arranger on the deal that was going to be used to refinance existing debt.

Van Wagner is an out-of-home advertising company with offices in New York and Los Angeles.

Nebraska Book OID emerges

In other news, Nebraska Book held a meeting on Wednesday morning to launch its $200 million one-year debtor-in-possession financing facility, and in connection with the event, original issue discount talk of 98½ to 99 was announced on the $125 million term loan B, according to a market source.

Price talk on the term loan B has already come out at Libor plus 700 bps with a 1.25% Libor floor.

The DIP also includes a $75 million ABL revolver that is talked at Libor plus 350 bps with no Libor floor

J.P. Morgan Securities LLC is the lead bank on the deal that will be used for general corporate purposes during the company's Chapter 11 process.

Nebraska Book is a Lincoln, Neb.-based retailer and wholesaler of college textbooks.

Nuance passes

Nuance Communications' credit facility (Ba1) amendment and extension was approved, and more than 70% of the term loan was extended ahead of Wednesday's commitment deadline, according to a market source.

Under the transaction, the company asked to extend its term loan debt by three years to 2016 at pricing of Libor plus 300 bps versus non-extended pricing of Libor plus 175 bps, and its revolver by three years to 2015. Also, some baskets in the credit agreement are being revised.

As of March 31, the company had $640.2 million in term loan borrowings and $21.3 million of letters of credit under its $75 million revolver.

Citigroup Global Markets Inc. is the lead bank on the deal that is expected to close in July.

Nuance, a Burlington, Mass-based provider of voice and language services, offered lenders a 10 bps amendment fee.

Ashland well met

Ashland Inc.'s $3.65 billion credit facility (BB) is "hugely oversubscribed" in advance of Thursday's commitment deadline, according to a market source.

As was previously reported, the facility consists of a $750 million five-year revolver and a $1.2 billion five-year term A, both being talked at Libor plus 225 bps, and a $1.7 billion seven-year term B talked at Libor plus 300 bps with a 1% Libor floor and an original issue discount of 991/2.

The deal has seen strong interest from the start and, during an early senior managing agent round, nine banks signed on to the transaction.

Banks that signed on as senior managing agents took some revolver and term loan A commitments, and were offered some term loan B as well.

Ashland funding acquisition

Proceeds from Ashland's credit facility, along with cash on hand, will be used to fund the acquisition of International Specialty Products Inc., a Wayne, N.J.-based specialty chemical manufacturer of functional ingredients and technologies, for $3.2 billion in cash.

Citigroup Global Markets Inc., Scotia Capital (USA) Inc., Bank of America Merrill Lynch and U.S. Bank are the joint lead arrangers and bookrunners on the deal.

Pro forma for the transaction, secured debt to adjusted EBITDA is 3.2 times, secured net debt to adjusted EBITDA is 2.7 times, total debt to adjusted EBITDA is 3.5 times, and total net debt to adjusted EBITDA is 2.9 times.

Closing is expected prior to the end of the September quarter, subject to satisfaction of customary conditions and receipt of U.S. and European Union regulatory approvals.

Ashland is a Covington, Ky.-based provider of specialty chemical products and services.

Lawson allocates

Lawson Software Inc. gave out allocations on its credit facility on Wednesday afternoon, according to a market source.

The company's $1.115 billion senior secured deal includes a $75 million five-year revolver (Ba3) and a $1.04 billion six-year term loan (Ba3/B+).

Pricing on the term loan B, of which $600 million was syndicated while underwriters held onto $440 million, is Libor plus 525 bps with a 1.5% Libor floor, and it was sold at an original issue discount of 96. There is 101 soft call protection for one year against repricings.

In the syndication process, pricing on the term loan had been increased from Libor plus 500 bps and, before that, from Libor plus 450 bps, the discount widened from revised talk of 98 and from initial guidance of 98½ to 99, the call protection was added, the maturity was shortened from seven years, and the excess cash flow sweep was increased to 75% initially from 50%.

Lawson lead banks

Credit Suisse Securities (USA) LLC, Bank of America Merrill Lynch, Morgan Stanley & Co. Inc., RBC Capital Markets LLC and Deutsche Bank Securities Inc. are the lead banks on Lawson's credit facility and agreed to hold apportion of the term loan because of market conditions.

The underwriters will not to sell the term loan below the 96 issue price for a period of 120 days after closing.

Proceeds, along with $560 million of senior notes and up to $618 million of equity, will be used to fund the purchase of Lawson by GGC Software Holdings Inc., an affiliate of Golden Gate Capital and Infor Global Solutions, for $11.25 per share. The acquisition is valued at about $2 billion.

Closing is expected in the third quarter.

Lawson Software is a St. Paul, Minn.-based enterprise software developer. Infor is an Alpharetta, Ga.-based provider of business software and services.

Team Health closes

Team Health Holdings Inc. said in a news release on Wednesday that it completed its $575 million refinancing credit facility (Ba3/BB) that consists of a $250 million seven-year term loan B, a $175 million five-year revolver and a $150 million five-year term loan A.

Pricing on the term loan B is Libor plus 275 bps with a 1% Libor floor, and it was sold at an original issue discount of 991/2. There is 101 soft call protection for one year. Pricing on the revolver and the term loan A is Libor plus 225 bps, with the revolver having a 45 bps unused fee.

During syndication, the B loan was downsized from $300 million and pricing firmed at the low end of the Libor plus 275 bps to 300 bps talk, the revolver was upsized from $165 million and the term loan A was upsized from $110 million.

J.P. Morgan Securities LLC, Barclays Capital Inc., Bank of America Merrill Lynch, Citigroup Global Markets Inc. and Goldman Sachs & Co. led the deal for the Knoxville, Tenn.-based provider of hospital-based clinical outsourcing.

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