Hoffmaster, Accuride, Western Generation free up; Bass Pro, Constellation Brands reworked

By Sara Rosenberg

New York, Nov. 10 – Hoffmaster Group Inc. widened the spread and original issue discount on its second-lien term loan and then the debt broke for trading on Thursday, and Accuride Corp. and Western Generation Partners (WGP Acquisition LLC) hit the secondary market as well.

In more happenings, Bass Pro Group LLC downsized its term loan B as a term loan A was added to its transaction and increased price talk on both its term loan B and asset-sale facility, and Constellation Brands Canada Inc. lowered the spread on its term loan B while accelerating the commitment deadline.

Also, SAI Global, Learfield Communications Inc., IPS Corp., Kepro, ION Media Networks Inc. and Equinox Holdings Inc. disclosed talk on their loans with launch.

Additionally, Genesys released price talk on its in-market deal, and Save-A-Lot, Anchor Glass Container Corp., Windstream Holdings Inc. and Packers Holdings LLC joined the near-term new issue calendar.

Hoffmaster revises second-lien

Hoffmaster Group raised pricing on its $125 million eight-year second-lien covenant-light term loan (Caa2/CCC+) to Libor plus 950 basis points from Libor plus 850 bps and changed the original issue discount to 97 from talk of 98 to 98.5, according to a market source.

The second-lien term loan still has a 1% Libor floor and call protection of 102 in year one and 101 in year two.

The company’s $565 million credit facility also includes a $50 million revolver and a $390 million seven-year first-lien covenant-light term loan (B2/B).

As previously reported, on Wednesday, pricing on the first-lien term loan finalized at Libor plus 450 bps, the high end of the Libor plus 425 bps to 450 bps talk, and the 101 soft call protection was extended to one year from six months. This tranche, which has a 1% Libor floor and was sold at an original issue discount of 99, allocated later that same day.

Hoffmaster second-lien breaks

Recommitments for Hoffmaster’s second-lien term loan were due at 3 p.m. ET on Thursday, and shortly thereafter the debt made its way into the secondary market with levels quoted at 97½ bid, 98½ offered, a trader said.

Meanwhile, the first-lien term loan was quoted at 99¼ bid, par offered, slightly wider from its break level on Wednesday of 99½ bid, par offered, the trader added.

RBC Capital Markets LLC, Jefferies Finance LLC and Macquarie Capital (USA) Inc. are leading the credit facility that will be used to help fund the buyout of the company by Wellspring Capital Management LLC from Metalmark Capital.

Hoffmaster is an Oshkosh, Wis.-based producer of specialty disposable tabletop products.

Accuride starts trading

Accuride’s credit facility broke for trading in the morning, with the $225 million seven-year senior secured term loan B quoted at 98 bid, 98¾ offered, a trader remarked.

Pricing on the term loan B is Libor plus 700 bps with a 1% Libor floor, and it was sold at an original issue discount of 97. The debt has 10 soft call protection for one year.

During syndication, the term loan B was downsized from $235 million, the call protection was extended from six months, the MFN sunset was removed, the incremental allowance was reduced, and the opening excess cash flow sweep was increased to 75% from 50%.

The company’s $290 million credit facility also includes a $65 million five-year asset-based revolver.

RBC Capital Markets is leading the deal.

Accuride funding buyout

Proceeds from Accuride’s credit facility will be used with equity and cash on hand to fund its buyout by Crestview Partners for $2.58 per share in cash. The equity component was upsized with the recent term loan B downsizing.

Closing is expected in the fourth quarter, subject to customary conditions, including Accuride shareholder approval and antitrust approvals in the United States and Mexico.

Accuride is an Evansville, Ind.-based supplier of components to the commercial vehicle industries.

Western Generation tops OID

Western Generation Partners’ credit facility emerged in the secondary too, with the $245 million term loan B seen at 99¾ bid, 100¼ offered, a source said.

Pricing on the term loan B is Libor plus 400 bps with a 1% Libor floor, and it was sold at an original issue discount of 99. The debt has 101 soft call protection for six months.

During syndication, pricing on the term loan B was reduced from Libor plus 425 bps.

The company’s $305 million credit facility also includes a $15 million revolver and a $45 million letter-of-credit facility.

Macquarie Capital (USA) Inc. and MUFG are leading the deal that will be used to help fund the acquisition of certain projects from First Reserve’s North American Power I portfolio and Trinity Power.

Harbert Capital and UBS Infrastructure are the sponsors.

Bass Pro modified

Back in the primary market, Bass Pro Group reduced its seven-year covenant-light term loan B to $2.97 billion from $3.37 billion and added a $400 million term loan A to its loan transaction, according to a market source.

As before, the deal also includes a $500 million 1.5-year asset-sale facility.

Along with the structural change, price talk on the term loan B was increased to Libor plus 475 bps to 500 bps from Libor plus 425 bps and the 101 soft call protection was extended to one year from six months, and price talk on the asset-sale facility was lifted to Libor plus 450 bps to 475 bps from Libor plus 400 bps, the source said.

The term loan B and asset-sale facility still have a 0.75% Libor floor and an original issue discount of 99.

Commitments are due at 5 p.m. ET on Monday, the source added.

Bank of America Merrill Lynch, Wells Fargo Securities LLC, Citigroup Global Markets Inc., RBC Capital Markets LLC, UBS Investment Bank and Goldman Sachs Bank USA are leading the debt (B1/B+) that will help fund the acquisition of Cabela’s Inc. for $65.50 per share in cash, or about $5.5 billion.

Closing is expected in the first half of 2017, subject to shareholder and regulatory approvals.

Springfield, Mo.-based Bass Pro and Sidney, Neb.-based Cabela’s are outdoor retailers.

Constellation cuts pricing

Constellation Brands Canada trimmed the spread on its $260 million seven-year covenant-light term loan B to Libor plus 375 bps from talk of Libor plus 400 bps to 425 bps, and left the 1% Libor floor, original issue discount of 99.5 and 101 soft call protection for six months unchanged, a market source said.

Commitments are due at 10 a.m. ET on Monday, with allocations thereafter, the source added. The deadline was moved up from Tuesday.

In addition to the U.S. term loan B, the company is getting a C$66 million term loan B.

Morgan Stanley Senior Funding Inc., Antares Capital LP, BMO Capital Markets and Scotiabank are leading the deal (Ba3/BB-) that will be used to fund the acquisition of the company by Ontario Teachers’ Pension Plan from Constellation Brands for about C$1.03 billion.

Closing is expected before year-end.

Constellation Brands Canada is a Mississauga, Ont.-based operator of wineries and Wine Rack stores.

SAI discloses talk

SAI Global held its bank meeting on Thursday, launching its $515 million seven-year first-lien senior secured term loan B (Ba3/B+) with talk of Libor plus 400 bps to 425 bps with a 1% Libor floor, an original issue discount of 99 and 101 soft call protection for six months, according to a market source.

Commitments are due at noon ET on Nov. 21, the source said.

Goldman Sachs Bank USA, UBS Investment Bank and HSBC Securities (USA) Inc. are leading the deal that will be used to help fund the buyout of the company by Baring Asia Private Equity Fund VI for $4.75 in cash per share. The transaction has an implied enterprise value of $1,237,000,000.

Closing is expected in December, subject to SAI shareholder approval, court approval and FIRB approval.

SAI is a Sydney, Australia-based provider of risk management products and services to businesses across a diverse range of end-markets and geographies.

Learfield releases guidance

Learfield Communications held its bank meeting, launching its $475 million seven-year covenant-light first-lien term loan (B1) with talk of Libor plus 350 bps to 375 bps with a 1% Libor floor, an original issue discount of 99 and 101 soft call protection for six months, a market source said.

Commitments are due on Nov. 18, the source added.

The company’s $640 million credit facility also includes a $65 million revolver and a $100 million second-lien term loan (Caa1).

Deutsche Bank Securities Inc., UBS Investment Bank, Jefferies Finance LLC, Antares Capital and SunTrust Robinson Humphrey Inc. are leading the deal that will be used to help fund the buyout of the company by Atairos Group from Providence Equity Partners.

Learfield is a Jefferson City, Mo.-based provider of collegiate sports multimedia rights administration and marketing services.

IPS terms emerge

IPS came out with price talk on its first- and second-lien term loans with its morning bank meeting, according to a market source.

The $310 million seven-year covenant-light first-lien term loan (B2/B) is talked at Libor plus 450 bps to 475 bps with a 1% Libor floor, an original issue discount of 99 and 101 soft call protection for six months, and the $110 million eight-year covenant-light second-lien term loan (Caa2/CCC+) is talked at Libor plus 875 bps to 900 bps with a 1% Libor floor, a discount of 98 and call protection of 102 in year one and 101 in year two, the source said.

The company’s $455 million credit facility also includes a $35 million ABL revolver.

Commitments are due on Nov. 22, the source added.

Jefferies Finance LLC is leading the deal that will be used to refinance existing debt and fund a dividend.

IPS, a portfolio company of Nautic Partners LLC, is a Compton, Calif.-based manufacturer of solvent cements, primers and sealants, plumbing and roofing products, and structural and assembly adhesives.

Kepro launches

Kepro has its bank meeting, and with the event, price talk on its $200 million six-year first-lien term loan and $75 million 6.5-year second-lien term loan was announced, a source said.

Talk on the first-lien term loan is Libor plus 475 bps to 500 bps with a 1% Libor floor, an original issue discount of 99 and 101 soft call protection for six months, and talk on the second-lien term loan is Libor plus 875 bps to 900 bps with a 1% Libor floor, a discount of 98.5 and hard call protection of 102 in year one and 101 in year two, the source continued.

The company’s $300 million credit facility also includes a $25 million revolver.

Commitments are due on Nov. 23, the source added.

Capital One and Barclays are leading the deal that will be used to refinance existing debt and fund a dividend.

First-lien leverage is 4 times, and total leverage is 5.5 times.

Kepro is a Harrisburg, Pa.-based quality improvement and care management organization.

ION holds call

ION Media hosted a lender call, launching a fungible $250 million add-on term loan (B1/B+) with talk of Libor plus 350 bps to 375 bps with a 1% Libor floor, an original issue discount of 99.5 and 101 soft call protection for six months, a market source remarked.

J.P. Morgan Securities LLC and Citigroup Global Markets Inc. are leading the deal that will be used to fund a dividend.

With this transaction, existing lenders are being offered a 25-bps consent fee and the existing term loan will get the 101 soft call protection for six months as well, the source added.

Currently, the company’s existing term loan is priced at Libor plus 375 bps with a 1% Libor floor.

ION is a television broadcast network.

Equinox seeks loan

Equinox Holdings launched with a lender call on Thursday a $50 million incremental covenant-light first-lien term loan due February 2020 talked at Libor plus 375 bps with a 1.25% Libor floor and an original issue discount of 99.5 to 99.75, according to a market source.

Bank of America Merrill Lynch, City National, Morgan Stanley Senior Funding Inc., Goldman Sachs Bank USA and Citigroup Global Markets Inc. are leading the debt that will be used for general corporate purposes.

Equinox is a New York-based exercise and fitness company.

Genesys talk surfaces

Genesys revealed talk of Libor/Euribor plus 475 bps to 500 bps with a 1% floor, an original issue discount of 99 to 99.5 and 101 soft call protection for six months on its $1.55 billion seven-year covenant-light term loan B and $550 million equivalent seven-year covenant-light euro term loan B, according to a market source.

The company’s $2.25 billion equivalent credit facility (B-) also includes a $150 million five-year revolver.

The debt launched with bank meetings in New York this past Monday and in London this past Tuesday, but price talk had previously been unavailable.

Commitments are due at 5 p.m. ET on Nov. 17, the source said.

Genesys lead banks

Bank of America Merrill Lynch, Goldman Sachs Bank USA, Citigroup Global Markets Inc. and RBC Capital Markets LLC are leading Genesys’ credit facility.

The company will use the new debt to help fund its acquisition of Interactive Intelligence Group Inc. for $60.50 per share in cash and refinance existing debt. The transaction is valued at about $1.4 billion.

Closing is expected by the end of the year, subject to customary conditions, including regulatory approval and approval by Interactive Intelligence shareholders. It is not contingent on financing.

Genesys is a Daly City, Calif.-based provider of omnichannel customer experience and contact center solutions. Interactive Intelligence is an Indianapolis-based provider of cloud and on-premise solutions for customer engagement, communications and collaboration.

Save-A-Lot sets launch

Also in the primary market, Save-A-Lot emerged with plans to hold a bank meeting at 11 a.m. ET in New York on Monday to launch a $990 million credit facility, a market source said.

The facility consists of a $250 million five-year ABL revolver and a $740 million seven-year covenant-light term loan, the source continued.

Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, Barclays and Deutsche Bank Securities Inc. are leading the deal that will be used to help fund the buyout of the company by Onex Corp. from Supervalu Inc. for $1,365,000,000 in cash, subject to customary closing adjustments.

Secured and total leverage is around 3.5 times, the source added.

Closing is expected by Jan. 31, subject to regulatory approvals and other customary conditions.

Save-A-Lot is a hard-discount grocery retailer.

Anchor Glass on deck

Anchor Glass scheduled a bank meeting for 10 a.m. ET in New York on Tuesday to launch its credit facility, which is now known to be sized at $920 million, according to a market source.

The facility consists of a $120 million ABL revolver, a $650 million seven-year first-lien term loan talked with a 1% Libor floor and 101 soft call protection for six months, and a $150 million eight-year second-lien term loan talked with a 1% Libor floor and call protection of 102 in year one and 101 in year two, the source said.

Spread and original issue discount talk is not yet available.

Commitments are due on Dec. 2, the source added.

Anchor being acquired

Proceeds from Anchor Glass’ credit facility will be used to help fund the over $1 billion acquisition of the company by CVC Capital Partners and BA Glass BV from KPS Capital Partners LP.

Credit Suisse Securities (USA) LLC, Citigroup Global Markets Inc., Morgan Stanley Senior Funding Inc., Deutsche Bank Securities Inc., HSBC Securities (USA) Inc. and UBS Investment Bank are leading the debt.

Closing is expected in the fourth quarter, subject to customary conditions.

Anchor Glass is a Tampa, Fla.-based manufacturer of glass packaging products. BA Glass is a manufacturer of glass bottles in Europe.

Windstream coming soon

Windstream will hold a lender call on Monday to launch a $450 million add-on term loan B-6 due March 2021, a market source said.

J.P. Morgan Securities LLC is leading the deal that is being done in connection with Windstream’s merger with EarthLink Holdings Corp. and will be used to repay all or a portion of EarthLink’s existing third-party debt under its June 30, 2016 credit facility, and EarthLink’s 8.875% notes due 2019 and 7.375% notes due 2020.

Under the merger agreement, EarthLink shareholders will receive 0.818 shares of Windstream common stock for each EarthLink share owned. The transaction is valued at about $1.1 billion, including debt.

Including run-rate synergies, on a pro forma basis for the 12 months ended Sept. 30, the combined company would have a net leverage ratio of 3.2 times.

Closing on the merger is expected in the first half of 2017, subject regulatory and stockholder approvals.

Windstream is a Little Rock, Ark.-based provider of advanced network communications and technology solutions. EarthLink is an Atlanta-based network services provider.

Packers readies loan

Packers Holdings set a lender call for 11 a.m. ET on Monday to launch a $50 million incremental senior secured term loan B and an amendment of its existing $349 million senior secured term loan B, according to a market source.

Morgan Stanley Senior Funding Inc. is leading the deal.

Packers Holdings is a Kieler, Wis.-based contract sanitation service provider.

Planet Fitness closes

In other news, Planet Fitness Holdings LLC closed on its fungible $230 million incremental covenant-light term loan B (B1/BB-) due March 2021 and repricing of its existing term loan.

Including the incremental loan, the term loan totals $718.5 million, and pricing is Libor plus 350 bps with a 0.75% Libor floor. The incremental loan was sold at an original issue discount of 99.5. All of the debt has 101 soft call protection for six months.

J.P. Morgan Securities LLC, Guggenheim Securities LLC, Barclays, BMO Capital Markets Corp. and U.S. Bank led the deal.

Proceeds from the incremental term loan were used to fund a special dividend to shareholders and for general corporate purposes, and the repricing took the existing term loan down from Libor plus 375 bps with a 1% Libor floor.

In addition, the company upsized its revolver to $75 million from $40 million.

Planet Fitness is an operator of health clubs.

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