Britax, Hudson's Bay, Learfield surface in secondary; Oberthur Technologies revises deal

By Sara Rosenberg

New York, Oct. 8 - Britax cut the coupon on its U.S. term loan while setting the discount price at the low end of talk and then freed up for trading on Tuesday, Hudson's Bay Co. lowered the spread on its second-lien term loan before seeing it emerge in the secondary market, and Learfield Communications Inc. broke as well.

In more happenings, Oberthur Technologies reduced the size of its U.S. term loan B, increased the size of its euro term loan B and firmed spreads at the tight end of talk, Alliant Techsystems Inc. disclosed talk with launch and Focus Brands Inc. joined this week's calendar.

Britax flexes, frees up

Britax trimmed pricing on its $280 million U.S. term loan to Libor plus 350 basis points from revised talk of Libor plus 375 bps and initial talk of Libor plus 375 bps to 400 bps, and finalized the original issue discount at 991/2, the tight end of the 99 to 99½ talk, according to a market source.

As before, the U.S. loan has a 1% Libor floor and 101 soft call protection for six months.

With final terms in place, the deal broke for trading on Tuesday, with levels on the U.S. term loan seen at par bid, 101 offered, another source remarked.

In addition to the U.S. term loan, the company is getting a €65 million term loan, which was upsized from €50 million, and an A$25 million term loan.

Last week, the U.S. term loan was downsized from $370 million, and the euro and Australian tranches were added to the capital structure.

Goldman Sachs Bank USA and HSBC Securities (USA) Inc. are leading the deal (B1) that will refinance existing debt, and as a result of the euro term loan upsizing, add cash to the balance sheet.

Britax is an England-based designer, manufacturer and marketer of child car seats, strollers, baby carriers and accessories.

Hudson's second-lien breaks

Hudson's Bay's $300 million eight-year second-lien term loan (B-) also began trading during the session, with levels quoted at 101½ bid, 102¼ offered, according to a trader.

In the morning, pricing on the second-lien loan was reduced to Libor plus 725 bps from talk of Libor plus 750 bps to 775 bps, while the 1% Libor floor, original issue discount of 99 and call protection of 103 in year one, 102 in year two and 101 in year three were left unchanged, a source remarked.

The company's roughly $4 billion credit facility also includes a C$750 million ABL revolver, a $950 million ABL revolver and a $2 billion seven-year first-lien senior secured term loan B (B1/BB).

Pricing on the first-lien term loan B is Libor plus 375 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.

During syndication, the second-lien loan was added to the capital structure, and the first-lien B loan was upsized from $1.9 billion, pricing firmed at the tight end of revised talk of Libor plus 375 bps to 400 bps but up from initial talk of Libor plus 325 bps to 350 bps, and the call protection was extended from six months.

Hudson's first-lien levels

Hudson's Bay's first-lien term loan B, meanwhile, was quoted at par ¼ bid, par ½ offered, after breaking for trading on Monday at 99 5/8 bid, par offered, the trader added.

Bank of America Merrill Lynch and RBC Capital Markets are leading the deal that will be used with $1 billion of equity, including $500 million from Ontario Teachers' Pension Plan and $250 million from West Face Capital Inc., to fund the acquisition of Saks Inc. for $16.00 per share in an all-cash transaction valued at about $2.9 billion, and to refinance some existing debt.

As a result of the earlier first-lien term loan B upsizing and the addition of the second-lien loan, the company cancelled plans for a $400 million senior notes offering.

Closing is expected by year-end, subject to approval by Saks shareholders, regulatory approvals and other customary conditions.

Leverage will be around 5.7 times.

Hudson's Bay is an Ontario-based operator of department stores. Saks is a New York-based retailer of clothes and accessories for men, women, children and the home.

Learfield hits secondary

Another deal to break was Learfield Communications, with its $215 million seven-year covenant-light first-lien term loan (B2/B+) quoted at par bid, par ½ offered, and the $85 million eight-year covenant-light second-lien term loan (Caa2/CCC+) quoted at par bid, 101 offered, a source said.

Pricing on the first-lien term loan is Libor plus 400 bps with a 1% Libor floor and it was sold at a discount of 991/2. There is a step-down to Libor plus 375 bps at 4 times first-lien leverage and 101 soft call protection for six months.

The second-lien term loan is priced at Libor plus 775 bps with a 1% Libor floor and was sold at 99. This tranche has hard call protection of 102 in year one and 101 in year two.

Recently, pricing on the first-lien loan was lowered from Libor plus 425 bps, the step-down was added and the discount was revised from 99. Also, the second-lien loan spread was cut from Libor plus 825 bps and the discount was changed from 981/2.

The company's $330 million credit facility also includes a $30 million revolver.

Deutsche Bank Securities Inc. and GE Capital Markets are leading the deal that will be used to help fund the buyout of the Jefferson City, Mo.-based college sports multimedia rights marketing company by Providence Equity.

Shelf Drilling trades

Also in trading, Shelf Drilling's $350 million five-year pay-in-kind toggle covenant-light holdco term loan was quoted at 98 bid, par offered on Tuesday, after allocating late Monday, according to sources.

Pricing on the loan is Libor plus 900 bps with a 1% Libor floor and it was sold at an original issue discount of 97. The debt is non-callable for two years, then at 102 in year three and 101 in year four.

During syndication, the term loan was downsized from $450 million, the spread was lifted from Libor plus 850 bps, the discount widened from 981/2, and the call protection was sweetened from non-callable for one year, then at 102 in year two and 101 in year three.

Goldman Sachs Bank USA, Citigroup Global Markets Inc., HSBC Securities (USA) Inc. and Jefferies Finance LLC are leading the deal that will be used to redeem preferred stock and to fund a dividend.

Shelf Drilling is a Dubai-based offshore jackup rig operator.

Oberthur reworks loans

Back in the primary, Oberthur trimmed its six-year U.S. term loan B to $280 million from $372 million and set pricing at Libor plus 475 bps, the low end of the Libor plus 475 bps to 500 bps talk, according to a market source.

In addition, the company lifted its six-year euro term loan B to €260 million from €165 million and finalized the spread at Euribor plus 500 bps versus earlier talk of 25 bps to 50 bps wider than the U.S. term loan B, the source said.

Both term loans continue to have a 1% floor, an original issue discount of 99 and 101 soft call protection for one year.

J.P. Morgan Securities LLC, Goldman Sachs, Lloyds, Barclays, HSBC Securities and Societe Generale are leading the deal (B1/B-/BB-) that will be used with €190 million of senior notes to refinance existing debt.

The notes were downsized from €200 million with the changes to term loan sizes.

Oberthur is a France-based manufacturer of chip-based digital authentication products for the payment and telecom industries.

Alliant Techsystems guidance

Alliant Techsystems held its bank meeting on Tuesday, and with the launch, price talk on its $1.86 billion senior secured credit facility surfaced, according to sources.

The $600 million five-year revolver and $1.01 billion five-year term loan A are both talked at Libor plus 200 bps, sources said.

Meanwhile, talk on the $250 million seven-year term loan B is Libor plus 275 bps to 300 bps with a 0.75% Libor floor, an original issue discount of 99½ and 101 soft call protection for six months, sources continued.

Bank of America Merrill Lycnh, Bank of Tokyo-Mitsubishi UFJ Ltd., RBC Capital Markets, SunTrust Robinson Humphrey Inc., U.S. Bank and Wells Fargo Securities LLC are leading the transaction.

Alliant buying Bushnell

Proceeds from Alliant Techsystems' term loans, $184 million in revolver borrowings and $300 million of senior unsecured notes will be used to fund the $985 million acquisition of Bushnell Group Holdings Inc., refinance existing senior term loan and revolving credit facilities, pay fees and expenses, and for other general corporate purposes.

Pro forma senior secured leverage is 2 times and total leverage is 3.2 times

Closing is expected in the third or fourth quarter of the company's fiscal year 2014, subject to regulatory approvals and customary conditions.

Alliant Techsystems is an Arlington, Va.-based aerospace, defense, and commercial products company. Bushnell is an Overland Park, Kan.-based designer, marketer and distributor of branded sports optics, outdoor accessories and performance eyewear.

Focus Brands readies deal

Focus Brands set a call for 2 p.m. ET on Wednesday to launch a $201 million add-on first-lien term loan due February 2018 that is talked at Libor plus 325 bps with a 1% Libor floor, an original issue discount of 99½ and 101 soft call protection through April 2014, according to a market source.

The add-on is fungible with the existing first-lien term loan that carries the same spread and Libor floor.

Commitments are due on Oct. 16, the source said.

Credit Suisse Securities (USA) LLC is leading the deal that will fund the acquisition of McAlister's Deli.

Focus Brands is an Atlanta-based franchisor and operator of ice cream stores, bakeries, restaurants and cafes.

99 Cents closes

In other news, 99 Cents Only Stores completed its $614 million term loan (B+) that is priced at Libor plus 350 bps with a 1% Libor floor, according to an 8-K filed with the Securities and Exchange Commission.

The loan was issued at par and has 101 soft call protection for one year.

During syndication, the spread on the loan was increased from Libor plus 325 bps and the soft call protection was extended from six months.

RBC Capital Markets, BMO Capital Markets and Deutsche Bank Securities Inc. led the deal that was used to reprice a roughly $514 million term loan from Libor plus 400 bps with a 1.25% Libor floor and repurchase rollover equity.

99 Cents is a City of Commerce, Calif.-based operator of extreme-value retail stores.

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