PQ, Academy Sports break; Spectrum Brands cuts spread; Endurance International tweaks deal

By Sara Rosenberg

New York, Nov. 1 - PQ Corp.'s credit facility freed up for trading on Thursday, with the term loan seen above its original issue discount price, and Academy Sports + Outdoors made its way into the secondary too.

Over in the primary, Spectrum Brands Holdings Inc. reduced the coupon on its U.S. term loan B, and Endurance International Group (EIG Investors Corp.) added a covenant to its previously covenant-light transaction.

Also, Windsor Financing LLC, Stream Global Services Inc. and Village Roadshow Films (BVI) Ltd. extended their commitment deadlines due to the recent hurricane, and CHG Healthcare Services released talk on its credit facility with launch.

Furthermore, Tempur-Pedic International Inc. and HarbourVest Partners LP firmed revised timing on their loans, and GWF Energy Holdings, Chesapeake Energy Corp., Bombardier Recreational Products, Altisource Portfolio Solutions SA, Sports Authority Inc. and Safway Services LLC surfaced with new deal plans.

PQ frees up

PQ's credit facility hit the secondary market on Thursday, with the $1.22 billion first-lien term loan quoted at par 1/8 bid, par ½ offered, according to a trader.

Pricing on the loan is Libor plus 425 basis points with a 1% Libor floor, and it was sold at an original issue discount of 991/4. There is 101 soft call protection for one year.

During syndication, the term loan was upsized from $1.1 billion as the company downsized its bond offering to $600 million from $720 million, the Libor floor was revised from 1.25% and the discount tightened from 99.

The $1.37 billion 41/2-year credit facility (B2/B+) also includes a $150 million revolver.

Credit Suisse Securities (USA) LLC, J.P. Morgan Securities LLC, Barclays, Jefferies & Co., Morgan Stanley Senior Funding Inc. and Mizuho Securities USA Inc. are leading the deal that will be used to refinance existing bank debt.

PQ, a Malvern, Pa.-based producer of specialty inorganic performance chemicals and catalysts, will have leverage of 4.5 times through the first-lien and 6.7 times total.

Academy Sports starts trading

Academy Sports + Outdoors' roughly $836 million covenant-light term loan also broke, with levels quoted at par ¼ bid, par ½ offered, according to a market source.

Pricing on the loan is Libor plus 325 bps with a step-down to Libor plus 300 bps at 2.2 times secured leverage. There is a 1.5% Libor floor and 101 soft call protection for one year.

Proceeds are being used to reprice an existing term loan from Libor plus 450 bps with a 1.5% Libor floor.

With the repricing, existing lenders are being paid down at par.

Morgan Stanley Senior Funding Inc. is the left lead on the deal.

Academy Sports is a Katy, Texas-based sports, outdoor and lifestyle retailer.

Spectrum cuts pricing

Moving to the primary, Spectrum Brands lowered the spread on its $700 million U.S. term loan B to Libor plus 325 bps from talk of Libor plus 350 bps to 375 bps, while leaving the 1.25% Libor floor, original issue discount of 99 and 101 soft call protection for one year intact, according to sources.

In addition, pricing on the C$100 million term loan B firmed at BA plus 375 bps, the wide end of the BA plus 350 to 375 bps guidance, sources remarked. This tranche also has a 1.25% floor, original issue discount of 99 and 101 soft call protection for one year.

The full spread and floor on the $800 million of senior secured term loans (Ba3/B/BB-) is payable starting on the earlier of the closing date and Dec. 1.

Lead banks, Deutsche Bank Securities Inc. and Barclays, were seeking recommitments by 2 p.m. ET on Thursday, sources continued.

Spectrum funding acquisition

Proceeds from Spectrum Brands' credit facility will help finance the $1.4 billion purchase of the hardware and home improvement group of Stanley Black & Decker Inc. and some assets of Tong Lung Metal Industry Co. Ltd. from Stanley.

Other funds for the transaction will come from $1.04 billion of senior unsecured bonds.

Leverage is 2.4 times through the secured debt and 3.1 times total.

Closing on the hardware and home improvement group acquisition is expected in the first quarter of 2013, and the Tong Lung transaction is expected to close in the second quarter of fiscal 2013.

Spectrum Brands is a Madison, Wis.-based consumer products company.

Endurance adds covenant

Endurance International added a senior secured net leverage test to its $1,115,000,000 of new term loans that had originally been launched with a covenant-light structure, according to a market source.

In addition, a cash cap for net leverage calculations of $50 million was added, and the step-downs on the excess cash flow sweep were reduced to be 25% at 3.5 times and 0% at 3.0 times, the source said.

Furthermore, the 18 month sunset on MFN for incrementals was removed with the MFN applying for the life of the loan, the incremental term loan freebie basket was reduced to $100 million from $150 million, and the leverage test on first-lien incremental was lowered to 3.75 times from 4 times, the source continued.

Recommitments are due at 5 p.m. ET on Friday.

Endurance debt details

Endurance's debt consists of an $800 million seven-year first-lien term loan (B1/B) talked at Libor plus 500 bps with a 1.25% Libor floor, a discount of 99 and 101 soft call protection for one year, and a $315 million 71/2-year second-lien term loan (Caa1/CCC+) talked at Libor plus 900 bps with a 1.25% floor, a discount of 99, and call protection of 103 in year one, 102 in year two and 101 in year three.

The first-lien term loan was oversubscribed with the changes, and the second-lien term loan was fully subscribed by the original Oct. 26 deadline.

Credit Suisse Securities (USA) LLC, Morgan Stanley Senior Funding Inc. and Goldman Sachs & Co. are leading the deal that will be used to refinance existing debt and fund a dividend.

Endurance is a Burlington, Mass.-based provider of web hosting and online services.

Windsor revises timeline

Windsor Financing moved the commitment deadline on its $246 million term loan B (Ba2/BB+) to 10 a.m. ET on Nov. 15 from 10 a.m. ET on Nov. 8, according to a market source.

Talk on the loan is still Libor plus 375 bps to 400 bps with a 1% Libor floor, an original issue discount of 99 and 101 soft call protection for one year.

Morgan Stanley Senior Funding Inc. is the bookrunner on the deal.

Proceeds will be used to refinance senior secured notes and subordinated secured notes and fund reserve accounts.

Windsor is a Charlotte, N.C.-based limited liability company that finances the operations of some electric and steam generating plants.

Stream gives another week

Stream Global Services changed the deadline on its $400 million senior secured credit facility (Ba3/B+) to Nov. 13 from Tuesday, also because of the recent storm, according to a market source.

The deal consists of s a $65 million five-year revolver, a $290 million seven-year term loan B and a $45 million seven-year delayed-draw term loan B.

Price talk on the term loan debt is in the Libor plus 525 bps area with a 1.25% Libor floor and an original issue discount of 99, and there is 101 soft call protection for one year. The delayed-draw term loan has a ticking fee of half the spread after 30 days and the full spread after 60 days.

Morgan Stanley Senior Funding Inc., Wells Fargo Securities LLC and Bank of America Merrill Lynch are leading the deal that will be used to refinance an existing credit facility and 11¼% senior secured notes due 2014 as well as for general corporate purposes.

Stream is an Eagan, Minn.-based business process outsourcing company that provides sales, customer care, technical support and complex outsourcing services.

Village keeps books open

Village Roadshow is giving lenders until Tuesday to commit to its $875 million five-year credit facility, pushed out from the original Oct. 31 deadline, according to a market source.

The facility consists of a $325 million revolver and a $550 million term loan B.

Price talk on the term loan B is Libor plus 400 basis points with a 1.25% Libor floor and an original issue discount of 99, and the debt is non-callable for two years, then at 101 in year three.

J.P. Morgan Securities LLC and Rabobank are leading the deal that will be used to refinance an existing senior secured credit facility and acquire pictures one year after theatrical release.

Village Roadshow is an Australian-based filmed entertainment company.

Aspect moves deadline

Meanwhile, Aspect Software extended the consent deadline for its credit facility amendment to Tuesday from Thursday, according to a market source.

J.P. Morgan Securities LLC is the lead bank on the deal.

Aspect Software is a Chelmsford, Mass.-based provider of customer contact and enterprise workforce optimization services.

CHG reveals talk

In more primary happenings, CHG Healthcare held a call on Thursday to launch its credit facility, and with the event, price talk on the first-and second-lien term loans was announced, according to a market source.

The $450 million first-lien term loan B (B1/B) is talked at Libor plus 400 bps to 425 bps with a 1.25% Libor floor, an original issue discount of 99 and 101 soft call protection for one year, the source said.

And, the $215 million second-lien term loan (Caa1/CCC+) is talked at Libor plus 800 bps to 825 bps with a 1.25% Libor floor, a discount of 98 and call protection of 103 in year one, 102 in year two and 101 in year three, the source continued.

The company's $765 million credit facility also includes a $100 million revolver (B1/B).

CHG being acquired

Proceeds from CHG Healthcare's credit facility will be used to help fund its purchase by Leonard Green & Partners and Ares Management LLC from J.W. Childs Associates LP. Existing management will retain a significant equity interest in the company.

Goldman Sachs & Co., Barclays, Citigroup Global Markets Inc. and Jefferies & Co. are leading the deal.

Commitments are due on Nov. 9, the source added.

Closing is expected by the end of the year, subject to customary conditions.

CHG is a Salt Lake City-based health care staffing firm.

Tempur-Pedic resets launch

Tempur-Pedic set a new bank meeting date of Monday at 3:30 p.m. ET for its $1.77 billion senior secured credit facility, after having to delay its previously expected Wednesday bank meeting because of the hurricane, a market source said.

The facility consists of a $350 million five-year revolver, a $650 million five-year term loan A and a $770 million seven-year term loan B.

Pricing on the revolver and term loan A is expected at Libor plus 250 bps, with the revolver having a 50 bps unused fee, and pricing on the term loan B is expected at Libor plus 325 bps with a 1% Libor floor, according to filings with the Securities and Exchange Commission. The B loan will have 101 soft call protection for one year.

Proceeds will be used to help fund the acquisition of Sealy Corp. for $2.20 per share, or about $1.3 billion including the assumption or repayment of all of Sealy's outstanding debt.

Tempur-Pedic lead banks

Bank of America Merrill Lynch, Barclays, J.P. Morgan Securities LLC, Wells Fargo Securities LLC and Fifth Third Securities Inc. are the lead banks on Tempur-Pedic's credit facility.

The company is also expected to issue $350 million of senior unsecured notes for the Sealy acquisition. The notes are backed by a commitment for a senior unsecured bridge loan priced at Libor plus 650 bps with a 1.25% Libor floor. The spread will increase by 50 bps every three months until it hits a cap.

Pro forma leverage will be around 4.0 times.

Closing is expected in the first half of 2013, subject to customary conditions, including regulatory approvals.

Tempur-Pedic is a Lexington, Ky.-based manufacturer, marketer and distributor of premium mattresses and pillows. Sealy is a Trinity, N.C.-based bedding manufacturer.

HarbourVest schedules call

HarbourVest Partners told investors that it will be holding a conference call on Monday to launch its $350 million five-year first-lien term loan that was previously set to launch on Oct. 29 but was postponed because of the weather, according to a market source.

Talk on the loan is Libor plus 425 bps with a 1% Libor floor, an original issue discount of 99½ and 101 soft call protection for one year.

Credit Suisse Securities (USA) LLC is leading the deal that will be used to refinance existing debt.

HarbourVest is a Boston-based private equity firm.

GWF readies deal

GWF Energy, an affiliate of Highstar Capital, scheduled a bank meeting for Monday to launch a $202.9 million credit facility, according to a market source.

The facility consists of a $5 million five-year revolver, a $173.5 million six-year term loan and a $24.4 million five-year letter-of-credit facility, the source said, adding that price talk is not yet available.

Barclays is the left lead bank on the deal that will be used to help fund the acquisition three gas fired power plants in California from Harbert Power.

Chesapeake plans loan

Chesapeake Energy will be holding a conference call on Friday to launch a $2 billion unsecured five-year term loan, according to a market source.

Bank of America Merrill Lynch, Goldman Sachs & Co. and Jefferies Finance LLC are leading the deal that will be used to repay an existing term loan and revolver borrowings.

Chesapeake Energy is an Oklahoma City-based producer of natural gas and oil and natural gas liquids, and a driller of new wells.

Bombardier sets meeting

Bombardier Recreational Products scheduled a bank meeting for Monday afternoon to launch a $1.05 billion six-year covenant-light term loan B that is being led by RBC Capital Markets LLC and BMO Capital Markets Corp., according to a market source. UBS Securities LLC and Bank of America Merrill Lynch are involved too.

Proceeds will refinance existing debt and pay an up to $375 million dividend ($200 million at close, $175 million at a later date) to the sponsors Bain Capital, Beaudier Group and Caisse De Depot.

Bombardier is a Valcourt, Quebec-based designer manufacturer, distributor and marketer of motorized recreational vehicles and powersports engines.

Altisource deal emerges

Altisource will host a bank meeting on Monday to launch a $200 million seven-year covenant-light senior secured term loan, according to a market source.

Bank of America Merrill Lynch, Barclays and Citigroup Global Markets Inc. are leading the deal.

Proceeds will capitalize Altisource Residential Corp., an acquirer and owner of single-family rental assets, and Altisource Asset Management Corp., a Frederiksted, St. Croix-based provider of asset management and corporate governance services, prior to their separation from Altisource, and will be used for general corporate purposes including potential acquisitions.

Closing on the loan is expected this month and the separation will likely close this quarter.

Altisource is a Luxembourg-based provider of services focused on high-value, technology-enabled knowledge-based solutions principally related to real estate and mortgage portfolio management, asset recovery and customer relationship management.

Sports Authority on deck

Sports Authority plans to hold a bank meeting at 10 a.m. ET on Monday to launch a $630 million seven-year covenant-light senior secured term loan B that will refinance an existing term loan and notes, according to a market source.

The term loan B will have 101 soft call protection for one year, the source said.

Bank of America Merrill Lynch, J.P. Morgan Securities LLC, BMO Capital Markets Corp., Credit Suisse Securities (USA) LLC, RBC Capital Markets LLC, UBS Securities LLC and Wells Fargo Securities LLC are leading the deal.

Sports Authority is an Englewood, Colo.-based sporting goods retailer.

Safway coming soon

Safway Services set a bank meeting for Monday to launch a $645 million credit facility that consists of a $250 million five-year ABL revolver and a $395 million seven-year covenant-light term loan, according to a market source.

Goldman Sachs & Co., Wells Fargo Securities LLC, Morgan Stanley Senior Funding Inc. and Barclays are the lead banks on the deal that will be used to refinance existing debt.

Safway Services is a Waukesha, Wis.-based provider of scaffolding and access services for commercial construction, industrial and infrastructure applications.

Caesars Drai's wraps

Caesars Drai's (Corner Investment Propco LLC) wrapped up its seven-year term loan (B2/B) with a size of $185 million, down from a revised amount of $187 million but up from an initial amount of $180 million, according to a market source.

Pricing on the loan is Libor plus 975 bps, after flexing in October from Libor plus 850 bps. There is a 1.25% Libor floor and the debt was sold at an original issue discount of 98.

The loan is non-callable for 1½ years, then at 103, 102, 101 and par, which was revised earlier from talk of non-callable for 1½ years, then at 102, 101 and par.

Credit Suisse Securities (USA) LLC, J.P. Morgan Securities LLC and Valtus Capital are leading the deal.

Proceeds will fund the development of boutique hotel and Drai's nightclub.

ComPsych closes

ComPsych Corp. completed its $63.5 million term loan B that is priced at Libor plus 450 bps with a 1.5% Libor floor, and was sold at an original issue discount of 99, according to a market source.

UBS Securities LLC led the deal that was used to fund a dividend.

ComPsych is a Chicago-based provider of employee assistance programs and behavioral health, employee wellness, work-life and absence management services.

DaVita draws facility

DaVita Inc. drew down its $3 billion of term loan debt (Ba2/BB-) as the acquisition of HealthCare Partners was completed, according to an 8-K filed with the Securities and Exchange Commission on Thursday.

The debt includes a $1.65 billion seven-year term loan B-2 priced at Libor plus 300 bps with a 1% Libor floor, and a $1.35 billion five-year term loan A-3 priced at Libor plus 250 bps. The B-2 has 101 soft call protection for one year and was sold at an original issue discount of 99.

During syndication, pricing on the B-2 was decreased from talk of Libor plus 325 bps to 350 bps.

J.P. Morgan Securities LLC, Bank of America Merrill Lynch, Barclays, Credit Suisse Securities (USA) LLC, Goldman Sachs & Co., Morgan Stanley Senior Funding Inc., SunTrust Robinson Humphrey Inc. and Wells Fargo Securities LLC led the deal.

DaVita is a Denver-based provider of kidney care services. HealthCare Partners is a Torrance, Calif.-based operator of medical groups and physician networks.

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