CommScope breaks; UCI, Flexera tweak deals; CPI, Windsor Quality Food price talk surfaces

By Sara Rosenberg

New York, Jan. 13 - CommScope Inc.'s credit facility freed up for trading on Thursday, with the term loan quoted well above its original issue discount price.

Over in the primary market, UCI International Inc. came out with changes to the pricing, Libor floor and original issue discount on its term loan, Flexera Software Inc. increased its spread, and some more details emerged on AccentCare Inc.'s upcoming credit facility, including expected size.

Also, CPI International Inc. and Windsor Quality Food Co. disclosed price talk on their credit facilities as both deals were presented to lenders during the session.

CommScope frees up

CommScope's credit facility hit the secondary market on Thursday, with the $1 billion seven-year covenant-light term loan (Ba3/BB) quoted at 102 bid, 102½ offered on the open, according to a trader.

The trader, along with some others traders, then saw the loan move in a little during the afternoon to 101 5/8 bid, 102 offered. And even later in the day, another trader was quoting it at 101½ bid, 102 offered.

Pricing on the term loan is Libor plus 350 basis points with a 1.5% Libor floor, and it was sold at an original issue discount of 991/2. There is 101 soft call protection for one year.

During syndication, the spread was reduced from Libor plus 400 bps and the original issue discount was tightened from 99.

The company's $1.4 billion senior secured credit facility also includes a $400 million asset-based revolver.

CommScope being acquired

Proceeds from CommScope's credit facility, which is being led by JPMorgan, will be used to help fund the acquisition of the company by the Carlyle Group for $31.50 per share in cash. The transaction is valued at $3.9 billion.

Other funding for the buyout of CommScope will come from $1.5 billion of senior notes and $1.6 billion of equity.

At close, secured leverage will be around 2.5 times and total leverage will be around 5.5 times.

Closing on the acquisition is expected to occur in the first quarter, with Jan. 14 the targeted date. Stockholder approval for the buyout was obtained on Dec. 30, and the company was granted early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 in November.

CommScope is a Hickory, N.C.-based provider of infrastructure services for communication networks.

UCI reworks pricing

Moving to the primary, UCI International told lenders on Thursday that pricing on its $300 million 61/2-year term loan was being completely revised as the tranche was massively oversubscribed - a move that sources have been expecting for days now based on the demand.

Under the changes, the spread on the loan was reduced to Libor plus 400 basis points from Libor plus 450 bps, the Libor floor was cut to 1.5% from 1.75%, the offer price was moved to par instead of 99 and the 101 one-year soft call protection was removed, a market source said.

Earlier in syndication, it was the size of the term loan that had been switched around. At launch, the tranche was $450 million. It was then moved to $350 million before firming at the current and final amount.

The reduction in term loan debt stems from the company's decision to upsize its senior unsecured notes offering, which priced this past Tuesday at par to yield 8 5/8%. The notes firmed at a final size of $400 million, up from $350 million prior to that and $250 million initially.

UCI getting revolver

UCI International's $375 million senior secured deal also includes $75 million revolver that is also now priced at Libor plus 400 bps with a 1.5% Libor floor, after being revised from Libor plus 450 bps with a 1.75% floor, the source remarked. The 2% upfront fee was left unchanged.

Recommitments were due from lenders at 5 p.m. ET on Thursday, and closing is targeted for Jan. 26.

The credit facility is currently rated Ba2/B+. Prior to the downsizing to the term loan, ratings were Ba3/B.

Credit Suisse, HSBC and Nomura are the lead banks on the deal that will be used, along with the notes, about $320 million of equity and cash on hand to fund the acquisition of the company by Rank Group Ltd.

UCI is an Evansville, Ind.-based supplier to the light- and heavy-duty vehicle aftermarket for replacement parts.

Flexera raises spread

Flexera Software flexed pricing higher on its $200 million term loan B and a $15 million revolver to Libor plus 575 bps from Libor plus 525 bps, while leaving the 1.75% Libor floor unchanged, according to a market source.

And, while the term loan B is still being offered at an original issue discount of 98, it now includes soft call protection of 102 in year one and 101 in year two, the source said.

Barclays Capital and RBC Capital are the lead banks on the $215 million credit facility (B2/BB-) that will be used to refinance existing debt and fund a dividend payment.

Closing is expected to take place next week.

Flexera is a Schaumburg, Ill.-based provider of software to help simplify the business relationship between software producers and enterprises.

AccentCare size surfaces

Some more information on AccentCare's credit facility has been coming out as the deal is moving closer to its expected early February launch via joint lead arrangers GE Capital, Bank of Ireland and CIT, according to market sources.

It is now known that the deal is anticipated to be sized at $200 million, comprised of a term loan and a revolver, sources said.

As was previously reported, the bank meeting for the transaction is anticipated for the week of Jan. 31, with a specific date not yet determined.

Proceeds will be used to help fund the buyout of the Irvine, Calif.-based provider of home health care services by Oak Hill Capital Partners, and subsequent merger with Guardian Home Care Holdings Inc., a Brentwood, Tenn.-based provider of homecare and hospice services.

CPI sets talk

CPI International held a bank meeting at 10:30 a.m. ET on Thursday at the St. Regis Hotel in New York to kick off syndication on its proposed $180 million senior secured credit facility, and in connection with the launch, price talk was announced, according to a market source.

Both the $150 million six-year term loan and the $30 million five-year revolver were presented with talk of Libor plus 450 bps with a 1.75% Libor floor and an original issue discount of 99, the source said.

Commitments are due on Jan. 27 and closing is targeted for Feb. 11.

Originally, the deal was scheduled to launch on Wednesday, but the meeting was pushed off by one day because of a snowstorm.

UBS Investment Bank is the lead bank on the deal, and KKR Capital Markets LLC signed on as syndication agent.

CPI funding buyout

Proceeds from CPI's credit facility will be used to help fund the acquisition of the company by Veritas Capital for $19.50 per share in cash. The transaction is valued at roughly $525 million.

Other funds for the acquisition will come from $215 million of senior notes that are backed by a commitment for a $215 million senior unsecured bridge loan and from $220 million of equity.

Closing is subject to stockholder approval, which will be sought at a stockholder meeting on Feb. 10, and a number of customary regulatory and other conditions. The transaction is not subject to any financing conditions.

CPI is a Palo Alto, Calif.-based provider of microwave, radio frequency, power and control services for critical defense, communications, medical, scientific and other applications.

Windsor releases guidance

Windsor Quality Food also held a bank meeting on Thursday to kick off syndication on a new credit facility, and it too came out with price talk, according to a market source.

The company's $60 million revolver and $140 million term loan A are both being talked at Libor plus 350 bps, while the $250 million term loan B is being talked at Libor plus 400 bps with a 1.5% Libor floor and an original issue discount of 99, the source said.

JPMorgan is the lead bank on the 450 million senior secured credit facility (B1/BB-) that will be used to fund an acquisition and refinance existing debt.

Windsor is a Houston-based frozen prepared foods company.

Syniverse closes

The Carlyle Group completed its buyout of Syniverse Technologies, a Tampa, Fla.-based provider of technology and business services for the telecommunications industry, for $31 per share, according to a news release.

To help fund the transaction, Syniverse got a new $1.175 billion senior secured credit facility (B1/BB-), consisting of a $1.025 billion term loan and a $150 million revolver.

Pricing on the term loan and the revolver is Libor plus 375 bps with a 1.5% Libor floor. The term loan was sold at an original issue discount of 99, while the revolver was sold at 981/2. There is 101 soft call protection for one year on the term loan.

During syndication, pricing on the entire facility was reduced from Libor plus 425 bps, and the term loan saw the addition of the call protection.

Barclays Capital, Credit Suisse, Goldman Sachs and Sumitomo acted as the lead banks on the deal.

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