Calpine steady with debt plans; Neiman, MacDermid modify deals; Greenway, WP CPP set talk

By Sara Rosenberg

New York, Oct. 17 - Calpine Corp.'s term loans were relatively steady in trading during Thursday's market hours as the company launched new debt financing to repay existing notes.

Over in the primary, Neiman Marcus Group Ltd. Inc. added a pricing step-down to its term loan and tightened the original issue discount, and MacDermid Inc. modified its amendment proposal, increasing the consent fee, reworking call protection and changing the pricing grid.

Also, Greenway Medical Technologies Inc. and WP CPP Holdings LLC released talk with launch, and Mohegan Tribal Gaming Authority, Sandy Creek Energy Associates LP and Metaldyne LLC emerged with new deal plans.

Calpine holds firm

Calpine's term loans were pretty much unchanged after the company launched in the morning a new seven-year senior secured covenant-light term loan and a senior secured notes offering, according to a trader.

The term loan B-1 was quoted at par ¼ bid, par 5/8 offered, versus par ¼ bid, 101 offered previously, and the term loan B-3 was quoted at par ¼ bid, par ¾ offered, flat on the day, the trader said.

The new term loan that was presented to lenders through an 11:30 a.m. ET call is talked at Libor plus 300 basis points with a 1% Libor floor, an original issue discount of 99 and 101 soft call protection for six months, a source said.

At launch, the term loan was sized at $570 million and the notes were sized at $570 million, but by the afternoon, the term loan was reduced to $390 million and the bonds were increased to $750 million.

Commitments are due at 5 p.m. ET on Tuesday and closing is targeted for Oct. 31.

Calpine repaying notes

Proceeds from the Calpine's new term loan and bonds will be used to repurchase 7¼% senior secured notes due 2017.

The company will be able to make an initial draw under the term loan at close to help fund the tender early settlement date for the notes, and the remaining amount can be drawn within 35 days of close to refinance any remaining 2017 notes. A final draw will be conditioned only upon no bankruptcy event or default, the source remarked.

Citigroup Global Markets Inc., Barclays, Morgan Stanley Senior Funding Inc., RBC Capital Markets, UBS Securities LLC, Mitsubishi and RBS Securities Inc. are leading the term loan.

Calpine is a Houston-based power producer.

Neiman revised again

In more happenings, Neiman Marcus made some last tweaks to its $2.95 billion seven-year first-lien covenant-light senior secured term loan (B2/B), adding a step-down to Libor plus 375 bps when net first-lien leverage is below 4 times and changing the original issue discount to 99½ from 99, according to a market source.

Recommitments were due at 3 p.m. ET on Thursday, the source said.

Opening pricing on the loan is Libor plus 400 bps with a 1% Libor floor. The debt includes 101 soft call protection for one year.

Earlier in the week, the spread on the term loan was increased from talk of Libor plus 350 bps to 375 bps, the call protection was extended from six months, and the MFN protection was set for the life of the loan instead of having an 18-month sunset.

The company's $3.75 billion credit facility also provides for an $800 million five-year ABL revolver with pricing ranging from Libor plus 125 bps to 175 bps based on utilization.

Neiman lead banks

Credit Suisse Securities (USA) LLC, RBC Capital Markets LLC, Deutsche Bank Securities Inc., Goldman Sachs Bank USA and Morgan Stanley Senior Funding Inc. are the bookrunners on Neiman's term loan, and Deutsche Bank, Credit Suisse, RBC, Bank of America Merrill Lynch, GE Capital Markets, J.P. Morgan Securities LLC, Wells Fargo Securities LLC, BMO Capital Markets Corp., SunTrust Robinson Humphrey Inc. and UBS Securities LLC are the bookrunners on the revolver.

Proceeds will be used with $1.56 billion of senior notes, about $1.6 billion of equity and $62 million in cash on hand to fund the buyout of the company by Ares Management LLC and Canada Pension Plan Investment Board from TPG and Warburg Pincus for $6 billion.

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

Neiman Marcus is a Dallas-based luxury retailer.

MacDermid tweaks amendment

MacDermid reworked the amendment proposal to its first-lien credit facility, lifting the consent fee to 10 bps from 5 bps, providing for an extension of the current 101 soft call protection to June 7, 2014 from Dec. 7 and resetting the pricing grid after Sept, 30, 2014 to Libor plus 300 bps if net senior secured first-lien leverage is 3.25 times and Libor plus 275 bps if net senior secured first-lien leverage is less than 3.25 times, according to a market source.

Current pricing on the loan is Libor plus 300 bps with a step-down to Libor plus 275 bps when total net leverage is less than 5.75 times.

As previously reported, the amendment is in connection with the company's acquisition by Platform Acquisition Holdings Ltd. for about $1.8 billion and would revise the change of control provision to permit the new ownership.

The amendment would also allow the repayment of the company's $360 million second-lien term loan in full, name Barclays as the administrative agent and letter-of-credit issuer and add Platform Acquisition as a co-borrower.

Consents are due at noon ET on Friday.

MacDermid is a Denver-based provider of value-added specialty chemicals.

Greenway reveals guidance

Greenway Medical held its bank meeting on Thursday, launching its $360 million seven-year first-lien term loan (B+) with talk of Libor plus 450 bps with a 1% Libor floor, an original issue discount of 99 and 101 soft call protection for six months, a source said.

Also, the $180 million eight-year second-lien term loan (CCC+) was launched with talk of Libor plus 825 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 remarked.

The spreads and floors on the first-and second-lien term loans came out in line with what the company had previously outlined in filings with the Securities and Exchange Commission.

In addition to the term loans, the company's $570 million senior secured credit facility includes a $30 million five-year revolver (B+).

Greenway being acquired

Proceeds from Greenway's credit facility and up to $650 million in equity, or about 51% in the pro forma capital structure, will fund its buyout by Vitera Healthcare Solutions LLC, a portfolio company of Vista Equity Partners, for $20.35 per share, or about $644 million. The combined company going forward will be known as Greenway Medical Technologies.

Jefferies Finance LLC and BMO Capital Markets Corp. are leading the deal.

A tender offer that expires on Nov. 1 for Greenway's shares has commenced and completion is subject to conditions including, among others, the satisfaction of a minimum tender condition and the expiration or termination of applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976.

Greenway is a Carrollton, Ga.-based provider of information solutions that improve the financial performance of health care providers. Vitera is a Tampa, Fla.-based provider of end-to-end clinical and financial technology services to health care professionals.

WP CPP talk emerges

WP CPP also held a bank meeting, launching its $125 million add-on first-lien term loan (B) due 2019 with talk of Libor plus 375 bps with a 1% Libor floor, an offer price that is still to be determined and 101 soft call protection for six months, according to a market source.

The spread and floor on the add-on first-lien term loan matches current first-lien term loan pricing.

The new $240 million 71/2-year second-lien term loan (CCC+), meanwhile, was launched at Libor plus 800 bps with a 1% Libor floor, an original issue discount of 99 and call protection of 102 in year one and 101 in year two, the source said.

The company is also getting a $25 million add-on revolver (B) due 2017.

Commitments are due on Oct. 25, the source added.

UBS Securities LLC is the left lead on the deal that will be used to repay in full an existing $185 million second-lien term loan at a premium of 103 and to fund a dividend.

WP CPP is a Pomona, Calif.-based manufacturer of highly-engineered components and sub-assemblies for the commercial aerospace and defense markets.

Mohegan readies deal

Mohegan Tribal Gaming Authority surfaced with plans to hold a bank meeting at 1:30 p.m. ET on Monday to launch a $715 million credit facility (B2), according to a market source.

The facility consists of a $100 million revolver, a $150 million term loan and a $465 million term loan, the source said.

RBS Securities Inc. is leading the deal.

Proceeds will be used by the Uncasville, Conn.-based operator of gaming and entertainment enterprises to refinance existing debt.

Sandy Creek coming soon

Sandy Creek Energy Associates will hold a bank meeting on Monday to launch a $1.202 billion credit facility, according to a market source.

The facility consists of a $41 million revolver, a $34 million debt service reserve letter-of-credit facility, a $102 million senior secured tax exempt letter-of-credit facility and a $1.025 billion first-lien term loan B, the source said.

Goldman Sachs Bank USA, Credit Suisse Securities (USA) LLC, BNP Paribas Securities Corp., CoBank, Credit Agricole CIB, ING Capital, Union Bank, Natixis, Investec and ICBC are leading the deal.

Proceeds will be used to refinance existing debt, pay swap breakage costs, fund operating reserves, repay Sandy Creek Energy Holdings loan which is currently held by affiliates of LS Power, and pay transaction related fees and expenses.

Sandy Creek Energy Associates is the owner of a 64% interest in the Sandy Creek Energy Station plant.

Metaldyne on deck

Metaldyne set a conference call for 10 a.m. ET on Friday to launch a $100 million add-on term loan B (B+) due Dec. 31, 2018 that is talked at Libor plus 375 bps with a 1.25% Libor floor and 101 soft call protection through February 2014, according to sources. The offer price is not yet available.

Spread and floor on the add-on match the existing term loan B.

Bank of America Merrill Lynch, Deutsche Bank Securities Inc., RBC Capital Markets and Barclays are leading the deal that will be used to fund a dividend.

Metaldyne is a Plymouth, Mich.-based designer and supplier of metal-formed components and assemblies for powertrain applications.

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