Kofax, Quality Distribution break; Energy Future, DHX, Global Healthcare, ABRA update deals

By Sara Rosenberg

New York, June 21 – Kofax (Project Leopard Holdings) saw its credit facilities free up for trading on Wednesday, and Quality Distribution’s (Gruden Acquisition Inc.) term loan hit the secondary market after the spread was set at the high end of guidance, the original issue discount widened and the call protection was extended.

In more happenings, Energy Future Intermediate Holding Co. LLC added a delayed-draw debtor-in-possession loan to its transaction, removed the option to convert the funded DIP into an exit facility, lifted the spread and Libor floor, and tightened the issue price, and DHX Media Ltd. upsized its term loan B while revising the spread and original issue discount.

Also, Global Healthcare Exchange LLC increased the size of its first-lien term loan and lowered pricing, ABRA Auto Body & Glass finalized pricing on its term loan at the low end of talk and Mitchell International Inc. accelerated the commitment deadline on its incremental term loan.

Additionally, MacDonald, Dettwiler & Associates Ltd. (MDA), Immucor Inc., ProQuest LLC, MKS Instruments Inc. and Ivanti Software Inc. released price talk with launch and Jo-Ann Stores Inc. and Nexstar Broadcasting Group Inc. emerged with new deal plans.

Kofax frees up

Kofax’s credit facilities broke for trading on Wednesday, with the $560 million six-year covenant-light first-lien term loan quoted at par 1/8 bid, par 5/8 offered, according to a trader.

Pricing on the term loan is Libor plus 550 basis points with a 25 bps pricing step-down subject to 0.5 times inside closing first-lien net leverage and a 1% Libor floor, and it was sold at an original issue discount of 99.75. The debt has 101 soft call protection for six months.

On Tuesday, the term loan was upsized from $505 million, the step-down was added and the discount was tightened from 99.

The company’s $620 million of credit facilities (B2/B) also include a $60 million revolver.

Credit Suisse Securities (USA) LLC, Goldman Sachs Bank USA and UBS Investment Bank are leading the deal that will be used to help fund the buyout of the company by Thoma Bravo from Lexmark International Inc.

Closing is expected in the third quarter, subject to customary conditions and regulatory approvals.

Kofax is an Irvine, Calif.-based provider of software solutions and services across multi-channel capture and financial process automation markets.

Quality reworked, breaks

Quality Distribution finalized pricing on its fungible $60 million add-on first-lien term loan (B2) due August 2022 at Libor plus 550 bps, the high end of the Libor plus 525 bps to 550 bps talk, and moved the original issue discount to 97.5 from 98, according to a market source.

In addition, the 101 soft call protection that will apply to the add-on loan and to the existing term loan was extended to one year from six months, the source said.

The add-on term loan still has a 1% Libor floor.

As before, with this transaction, the company will increase pricing on its existing first-lien term loan to Libor plus 550 bps with a 1% Libor floor from Libor plus 475 bps with a 1% Libor floor.

Commitments were due at noon ET on Wednesday, accelerated a few hours from 3 p.m. ET, and then the debt emerged in the secondary market, with levels quoted at 97.5 bid, another source added.

Jefferies LLC is leading the deal and will replace Deustche Bank Securities Inc. as the agent.

The add-on loan will be used to pay down revolver borrowings and to pay fees and expenses.

Quality Distribution Tampa, Fla.-based operator of a dedicated bulk tank network.

Energy Future sets changes

Energy Future Intermediate Holding added an $825 million debtor-in-possession delayed-draw term loan to its capital structure that is available for 90 days following entry of the final order with up to two draws with a minimum size of $200 million, according to a market source. Drawings will become fungible with the DIP term loan.

In addition, the company removed the option for its proposed $5,475,000,000 DIP facility due June 2018 to convert and be reduced to a $4 billion seven-year covenant-light term loan upon exit from bankruptcy, raised pricing to Libor plus 300 bps from Libor plus 275 bps, increased the Libor floor to 1% from 0% and revised the original issue discount to 99.875 from 99.75, the source said.

The DIP has a 25 bps step-up if the ratings are not refreshed within 30 days of close, another 25 bps step-up if ratings are not refreshed within 60 days of close and another 25 bps step-up if ratings are not refreshed within 90 days of close. The pricing step-up will be in effect until the ratings are refreshed.

Energy Future lead banks

Citigroup Global Markets Inc. and Morgan Stanley Senior Funding Inc. are leading Energy Future’s DIP loan.

Commitments are due at noon ET on Friday, the court hearing is Monday and closing is expected after court approval, the source added.

Proceeds will be used to refinance an existing $5,475,000,000 DIP, to pay DIP interest and to pay restructuring fees and expenses, and the delayed-draw term loan can be used to fund additional liquidity and/or refinance pre-petition first-lien make-whole settlement claims.

Energy Future is a Dallas-based power generation company and utility operator.

DHX tweaks deal

DHX Media raised its 6.5-year term loan B to $495 million from $480 million, lowered pricing to Libor plus 375 bps from Libor plus 400 bps, tightened the original issue discount to 99.5 from 99 and removed the MFN sunset, while keeping the 1% Libor floor and 101 soft call protection for six months intact, according to a market source.

The company’s now $525 million of credit facilities also include a $30 million five-year revolver.

Commitments were due at 5 p.m. ET on Wednesday, the source said.

RBC Capital Markets LLC and Jefferies Finance LLC are leading the deal that will be used to help fund the acquisition of the entertainment division of Iconix Brand Group Inc., which includes an 80% controlling interest in Peanuts and 100% of Strawberry Shortcake, for $345 million, and to refinance existing debt. The remaining 20% interest in Peanuts will continue to be held by members of the family of Charles M. Schulz.

Closing is expected on or around June 30, subject to approval under the Hart-Scott-Rodino Antitrust Improvements Act and other customary conditions.

DHX is a Halifax, Nova Scotia-based children’s content and brands company.

Global Healthcare modified

Global Healthcare Exchange lifted its seven-year first-lien term loan to $513 million from $488 million and cut pricing to Libor plus 325 bps from talk of Libor plus 350 bps to 375 bps, a market source said.

The term loan still has a 25 bps step-down at 4.5 times net first-lien leverage, a 1% Libor floor, an original issue discount of 99.5 and 101 soft call protection for six months.

Recommitments were due at 5 p.m. ET on Wednesday, the source continued.

J.P. Morgan Securities LLC, Jefferies LLC, Credit Suisse Securities (USA) LLC, Golub Capital and Goldman Sachs Bank USA are leading the deal that will be used to help fund the buyout of the company by Temasek. Thoma Bravo will retain a minority position in the company.

Other funds for the transaction will come from a $197 million privately placed second-lien term loan led by Ares, and equity, the amount of which was reduced due to the first-lien term loan upsizing, the source added.

Global Healthcare Exchange is a Louisville, Colo.-based provider of cloud-based health care supply chain management technology and services.

ABRA firms spread

ABRA Auto Body set pricing on its $352 million first-lien term loan B at Libor plus 300 bps, the low end of the Libor plus 300 bps to 325 bps talk, and left the 1% Libor floor, par issue price and 101 soft call protection for six months unchanged, according to a market source.

Bank of America Merrill Lynch is the left lead on the deal that will be used to reprice an existing term loan.

ABRA is a Brooklyn Park, Minn.-based provider of vehicle damage repair services.

Mitchell moves deadline

Mitchell International accelerated the commitment deadline on its fungible $70 million incremental term loan due Oct. 12, 2020 to 2 p.m. ET on Wednesday from 3 p.m. ET on Thursday, a market source said.

Pricing on the incremental loan is Libor plus 350 bps with a 1% Libor floor, in line with existing term loan pricing, and the debt is offered with a par issue price.

Jefferies LLC and KKR Capital Markets are leading the deal that will be used to repay existing debt and fund cash to the balance sheet for general corporate purposes.

Mitchell is a San Diego-based provider of technology, connectivity and information solutions to the property and casualty claims and collision repair industries.

MDA releases guidance

Also in the primary market, MacDonald, Dettwiler & Associates held its bank meeting on Wednesday, launching its $2 billion seven-year covenant-light term loan B at talk of Libor plus 250 bps to 275 bps with a 0% Libor floor, an original issue discount of 99.5 and 101 soft call protection for six months, according to a market source.

Commitments for the term loan B are due on July 6, the source said.

RBC Capital Markets, Bank of America Merrill Lynch, BMO Capital Markets, CIBC, Wells Fargo Securities LLC, TD Securities (USA) LLC, Bank of Nova Scotia and HSBC Securities (USA) Inc. are leading the deal.

With the term loan B, the company has received commitments for a $1.25 billion four-year revolver, a $250 million three-year term loan A and a $250 million four-year term loan A, which were syndicated back in May, the source added.

MDA buying DigitalGlobe

Proceeds from MacDonald, Dettwiler & Associates’ credit facilities will be used to help fund the acquisition of DigitalGlobe Inc. for $35.00 per share in a combination of cash and stock. Each DigitalGlobe common share will be exchanged for $17.50 in cash and 0.3132 of a MDA share.

The transaction values DigitalGlobe at an equity value of about $2.4 billion and an enterprise value of $3.6 billion, including the assumption of DigitalGlobe’s $1.2 billion in net debt.

Closing is expected in the second half of the year, subject to customary conditions, including required regulatory approvals, as well as approval by both MDA and DigitalGlobe shareholders.

MacDonald, Dettwiler & Associates is a Vancouver, B.C., communications and information company. DigitalGlobe is a Westminster, Colo.-based provider of Earth imaging and geospatial solutions.

Immucor details surface

Immucor held its lender call in the morning, launching a $647 million senior secured term loan (B1/B-) due June 15, 2021 at talk of Libor plus 500 bps to 525 bps with a 1% Libor floor, an original issue discount of 99 and soft call protection of 102 in year one and 101 in year two, according to a market source.

J.P. Morgan Securities LLC is leading the deal that will be used to refinance an existing $635 million term loan due Aug. 19, 2018.

Immucor is a Norcross, Ga.-based provider of transfusion and transplantation diagnostic products.

ProQuest discloses talk

ProQuest launched with a lender call its $718 million first-lien term loan due October 2021 at talk of Libor plus 350 bps to 375 bps with a 0% Libor floor, a par issue price and 101 soft call protection for six months, a market source said.

Commitments are due at noon ET on June 29.

Goldman Sachs Bank USA, Bank of America Merrill Lynch, RBC Capital Markets and Credit Suisse Securities (USA) LLC are leading the deal that will be used to reprice an existing term loan from Libor plus 425 bps with a 1% Libor floor.

ProQuest is an Ann Arbor, Mich.-based provider of digital content and Software as a Service solutions primarily for the academic community.

MKS holds call

MKS Instruments hosted its lender call in the afternoon, launching its $575 million covenant-light term loan B due April 29, 2023 at talk of Libor plus 225 bps with a step-down to Libor plus 200 bps when total leverage is less than 1.25 times, a 0.75% Libor floor, a par issue price and 101 soft call protection for six months, according to a market source.

Commitments are due at noon ET on June 28, the source said.

Barclays is leading the deal that will be used to reprice an existing term loan B from Libor plus 275 bps with a 0.75% Libor floor.

MKS is an Andover, Mass.-based provider of instruments, subsystems and process control solutions that measure, control, power, monitor and analyze critical parameters of advanced manufacturing processes.

Ivanti launches

Ivanti Software came out with talk of Libor plus 425 bps with a 1% Libor floor and an original issue discount of 99 to 99.5 on its fungible $40 million senior secured covenant-light incremental first-lien term loan B due Jan. 20, 2024, a market source remarked.

Commitments are due at noon ET on Tuesday, the source added.

Morgan Stanley Senior Funding Inc. is leading the deal that will be used for general corporate purposes, including to partially fund the acquisition of Project Ranger.

Ivanti, formerly known as LANDesk Software Group Inc., is a South Jordan, Utah-based user-centered IT management company.

Jo-Ann plans add-on

Jo-Ann Stores set a lender call for 10:30 a.m. ET on Thursday to launch a fungible $100 million add-on term loan due October 2023, according to a market source.

Bank of America Merrill Lynch is leading the deal that will be used to repay opco notes.

Jo-Ann Stores is a Hudson, Ohio-based specialty retailer of fabrics and crafts.

Nexstar on deck

Nexstar Broadcasting Group scheduled a call for credit facility lenders for Thursday, a market source remarked.

Bank of America Merrill Lynch is leading the transaction.

Nexstar is an Irving, Texas-based diversified media company.

Atkins allocates

In other news, Atkins Nutritionals Inc. allocated its $275 million of credit facilities (B1/BB-) consisting of a $75 million five-year revolver and a $200 million seven-year senior secured covenant-light term loan B, according to a market source.

Pricing on the term loan is Libor plus 400 bps with a 1% Libor floor, and it was sold at an original issue discount of 99.5. The debt has 101 soft call protection for six months.

During syndication, pricing on the term loan firmed at the low end of the Libor plus 400 bps to 425 bps talk, the discount was set at the tight end of the 99 to 99.5 talk and the MFN was modified to remove both the 12 month sunset and the 12 month maturity carve-out.

Barclays and Goldman Sachs Bank USA are leading the deal that will be used to help fund the combination of Conyers Park Acquisition Corp., a special purpose acquisition company that will contribute cash for the transaction, with Atkins under a new holding company, Simply Good Foods Co. The selling shareholders will be paid $628 million in cash and issued about 10 million rollover shares at close, which is expected on July 6.

Pro forma net first-lien and net total leverage are 2.2 times.

Atkins is a Denver-based developer, marketer and seller of nutritional foods and snacking products.

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