99 Cent, Expert Global, Toys 'R' Us break; Container Store, AMN, Beacon tweak deals

By Sara Rosenberg

New York, April 2 - 99 Cent Only Stores' term loan B-1 freed up for trading during Monday's market hours, with levels seen above par, and Expert Global Solutions Inc. and Toys 'R' Us Inc. made their way into the secondary as well.

Moving to the primary, the Container Store Inc. came out with updates on its term loan B, with pricing finalizing at the wide end of talk and the original issue discount ending up smaller than initially expected.

Also on the topic of changes, AMN Healthcare Services Inc. lowered pricing, adding a leverage-based step and tightening the original issue discount on its term loan B, and Beacon Roofing Supply Inc. upsized its credit facility.

In more primary news, EP Energy Corp. started seeing some whispered talk come out on its term loan as the debt was launched to investors during the session, North American Bancard released guidance on its upcoming deal and SBA Communications Corp. surfaced with new loan plans.

99 Cent starts trading

99 Cent Only Stores' $525 million senior secured term loan B-1 (B2) hit the secondary market on Monday, with levels quoted at par 1/8 bid, par 3/8 offered on the open and then it moved up to par ¼ bid, par ½ offered, according to a trader.

Pricing on the loan is Libor plus 400 basis points, after firming last week at the wide end of the Libor plus 375 bps to 400 bps talk. There is a 1.25% Libor floor and 101 soft call protection for one year, and it was sold at par.

Proceeds will be used to reprice an existing $525 million term loan that was obtained late last year at pricing of Libor plus 550 bps with a 1.5% Libor floor and was sold at an original issue discount of 98. Existing lenders are getting paid down at 102 since the existing loan has soft call protection of 102 in year one and 101 in year two.

RBC Capital Markets, BMO Capital Markets and Deutsche Bank Securities Inc. are the lead banks on the deal for the City of Commerce, Calif.-based operator of extreme-value retail stores.

Expert Global frees up

Expert Global Solutions' credit facility broke too, with the $675 million six-year first-lien term loan B quoted at 98 bid, 99 offered, according to a market source.

Pricing on the B loan is Libor plus 675 bps with a 1.25% Libor floor, and it was sold at an original issue discount of 98. The tranche is non-callable for one year then at 102 in year two.

During syndication, the call protection was revised from 101 soft call for one year, and amortization was beefed up to 1% in year one, 3% in years two and three and 5% per year thereafter from just 1% per year.

The company's $795 million facility (Ba3/B) also provides for a $120 million five-year revolver.

Barclays Capital Inc., Deutsche Bank Securities Inc., J.P. Morgan Securities LLC and RBS Securities Inc. are the lead banks on the deal.

Expert Global merger

Proceeds from the credit facility will be used to fund the creation of Expert Global Solutions through the merger of two One Equity Partners companies - APAC Customer Services Inc. and NCO Group - and to refinance existing debt.

Other funds for the transaction will come from a $200 million 61/2-year second-lien term loan that has already been sold, as well as a $159 million PIK loan and $300 million of equity from One Equity.

The company had tried last year to get a new $870 million credit facility and $300 million of bonds, but the financing was pulled due to unattractive rates, so the merger was not completed.

The credit facility that was pulled in December 2011 consisted of a $120 million revolver and a $750 million term loan, both talked at Libor plus 625 bps. The term loan had a 1.25% floor, original issue discount talk of 96 to 97 and 101 soft call protection for one year.

Expert Global Solutions is a provider of business process outsourcing and customer care services.

Toys 'R' Us breaks

Toys 'R' Us $225 million covenant-light incremental term loan B-3 (B1/B+/B-) began trading as well, with levels quoted at 98 bid, 98½ offered, according to a trader.

Pricing on the loan due May 25, 2018 is Libor plus 375 bps with a 1.5% Libor floor, and it was sold at an original issue discount of 98. There is 101 soft call protection for one year.

During syndication, the loan was downsized from $300 million and the discount firmed at the high end of the 98 to 98½ guidance.

Bank of America Merrill Lynch, J.P. Morgan Securities LLC, Goldman Sachs & Co., Wells Fargo Securities LLC, Credit Suisse Securities (USA) LLC, Citigroup Global Markets Inc. and Deutsche Bank Securities Inc. are the lead banks on the deal that will be used for general corporate purposes, including the repayment, repurchase or redemption of debt.

Toys 'R' Us is a Wayne, N.J.-based toy retailer.

Hawker Beechcraft slides

Also in trading, Hawker Beechcraft Inc.'s strip of institutional bank debt dropped to 70 bid, 72 offered from 73½ bid, 75 offered on Monday as the company delayed its 10-K filing and was downgraded by Standard & Poor's, according to a trader.

The company said in a NT 10-K filed with the Securities and Exchange Commission that it was unable to file its year-end 2011 report by the March 30 deadline because it has been devoting substantial resources to negotiations with senior lenders and other creditors, and because of delays in producing financial information resulting from its recent implementation of an upgraded enterprise resource planning system.

It is expected that the 10-K will be filed on or before April 16.

Losses from operations for the 2011 year are expected at around $481.8 million, compared to losses from operations of about $173.9 million in the prior year.

Additionally, the company anticipates that the 10-K will include a going concern warning.

Hawker rating downgrades

Regarding the ratings, Standard & Poor's cut Hawker Beechcraft's corporate rating to SD and the secured credit facility to D based on the belief that the company missed a March 30 interest payment. Although some lenders opted to not receive the scheduled payment, the rating agency said it considers this a default.

As was previously reported, the company reached a forbearance agreement through June 29 with about 70% of its lenders to defer interest payments on the revolver and term loans and get covenant relief.

With the forbearance, the company got a new $124.5 million senior tranche term loan due June 29 that is priced at Libor plus 1,200 bps with a 2% Libor floor, the proceeds of which will be used to fund ongoing operations.

Hawker Beechcraft is a Wichita, Kan.-based manufacturer of business, special mission, light attack and trainer aircraft.

Container Store sets pricing

Over in the primary, Container Store nailed down pricing on its $275 million term loan B (B3/B-) at Libor plus 500 bps with a 1.25% Libor floor and an original issue discount of 98, versus initial talk of Libor plus 475 bps to 500 bps with a 1.25% floor and a discount of 971/2, according to a market source.

As before, the loan has a 1.25% Libor floor and 101 soft call protection for one year.

The company's $350 million credit facility also includes a $75 million asset-based revolver.

Lead banks, J.P. Morgan Securities LLC, Barclays Capital Inc., Morgan Stanley Senior Funding Inc. and Wells Fargo Securities LLC, were seeking recommitments by 5 p.m. ET on Monday.

Proceeds will be used to refinance an existing $75 million ABL revolver, a $116 million term loan B and $166 million of mezzanine notes.

Container Store is a Coppell, Texas-based retailer of organization and storage products.

AMN revises pricing

AMN Healthcare Services reduced coupon and original issue discount on its $200 million six-year term loan B as the tranche was around two times oversubscribed, according to a market source.

The loan is now priced at Libor plus 475 bps with a step-down to Libor plus 450 bps when leverage is below 3.0 times, versus initial talk of Libor plus 500 bps with no step-down, the source said.

Also, the original issue discount was revised to 99 from 981/2, while the 1.25% Libor floor and 101 soft call protection for one year were left unchanged, the source continued.

SunTrust Robinson Humphrey Inc. and GE Capital Markets are the lead banks on the $250 million credit facility (Ba2/BB-), which also includes a $50 million five-year revolver.

Proceeds will be used by the San Diego-based health care staffing and workforce services company to refinance existing debt.

Beacon lifts size

Beacon Roofing Supply increased its revolver to $325 million from $300 million and its term loan A to $225 million from $200 million as a result of strong demand, according to a market source.

Pricing n the now $550 million credit facility, up from $500 million, was left at Libor plus 175 bps, with the revolver having a 37.5 bps unused fee.

Wells Fargo Securities LLC, J.P. Morgan Securities LLC, Bank of America Merrill Lynch, Union Bank and GE Capital Markets are leading the deal that will be used to refinance existing debt.

Beacon Roofing is a Peabody, Mass.-based distributor of residential and non-residential roofing and complementary building products.

EP Energy floats guidance

Also in the primary, EP Energy began whispering talk on its $500 million senior secured covenant-light term loan due 2018 in the 7% area in connection with its Monday afternoon meeting, according to a market source.

At the all-in context, investors may be looking at pricing in the vicinity of Libor plus 550 bps with a 1.25% Libor floor and an original issue discount of 98 to 99, the source remarked, but official talk is being left loose.

Along with the term loan, the company is getting a $2 billion reserve-based revolver that is expected to have a pricing grid ranging from Libor plus 150 bps to 250 bps based on utilization and an unused fee ranging from 37.5 bps to 50 bps based on borrowing base usage.

Citigroup Global Markets Inc., J.P. Morgan Securities LLC, Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., BMO Capital Markets Corp., RBC Capital Markets, UBS Securities LLC and Nomura are the lead banks on the deal, with Citi the left lead on the term loan, and JPMorgan the left lead on the revolver.

EP Energy plans notes

At the same meeting that launched the term loan, EP Energy kicked off its $2.5 billion bond offering that is expected to price early next week, the source said.

The bonds are comprised of $500 million senior secured notes due 2019 and $2.5 billion senior unsecured notes due 2020.

Proceeds from the term loan, bonds, $800 million of revolver borrowings and $3.2 billion of equity will be used to fund the roughly $7.15 billion purchase of the company by Apollo Global Management LLC, Riverstone Holdings LLC, Access Industries Inc. and other investors from El Paso Corp.

Closing is expected in the second quarter, subject to the completion of the acquisition of El Paso by Kinder Morgan Inc.

EP Energy is a Houston-based oil and natural gas exploration and production company.

SLS launches

SLS Las Vegas also held a meeting during market hours, launching its $300 million five-year term loan B at previously outlined talk of Libor plus 850 bps with a 2% Libor floor and an original issue discount of 98, according to a market source. The debt is non-callable for two years, then at 102 in year three and 101 in year four.

J.P. Morgan Securities LLC is the lead bank on the deal that will be used to fund the renovation of the SLS Las Vegas (formerly the Sahara Hotel and Casino).

The actual borrower is Stockbridge/SBE Holdings LLC.

SLS Las Vegas is a Las Vegas-based hotel and casino operator.

Endurance holds meeting

Another deal to launch was Endurance International Group, with its $535 million six-year term loan B coming as planned at talk of Libor plus 625 bps with a 1.5% Libor floor, an original issue discount of 99 and 101 soft call protection for one year, according to a market source.

Commitments are due on April 13, the source said.

Credit Suisse Securities (USA) LLC is the lead bank on the deal that will be used to take out preferred notes held by Accel-KKR, to refinance an existing $350 million term loan B priced at Libor plus 625 bps with a 1.5% floor and to add cash to the balance sheet.

When done in December, the term loan B was sold at an original issue discount of 98, and it included 101 repricing protection for one year. The call protection is not applicable here since this is a refinancing and pricing isn't being changed, a source previously explained.

Endurance is a Burlington, Mass.-based provider of web hosting and online services to small- and medium-sized businesses.

North American Bancard talk

North American Bancard released price talk of Libor plus 550 bps with a 1.5% Libor floor and an original issue discount of 98 on its $160 million credit facility, which is getting ready to launch with a bank meeting at 1 p.m. ET on Wednesday, according to a market source.

The facility consists of a $10 million five-year revolver and a $150 million six-year term loan, and the term loan includes 101 repricing protection for one year, the source said.

Credit Suisse Securities (USA) LLC and Goldman Sachs & Co. are the lead banks on the deal that will be used to repay existing debt and fund a dividend.

North American Bancard is a Troy, Mich.-based merchant acquirer for payment processing.

SBA readies loan

SBA Communications came out with plans to hold a bank meeting on Wednesday to launch a $200 million term loan A that will be used for general corporate purposes, including the repayment of revolver borrowings, according to a market source.

Also, with the new term loan A, the company is increasing its revolver by $200 million to $700 million through commitments from the existing lender group, the source said.

TD Securities (USA) LLC and Wells Fargo Securities LLC are joint lead arrangers on the deal and joint bookrunners with Citigroup Global Markets Inc. and RBS Securities Inc.

SBA is a Boca Raton, Fla.-based provider, owner and operator of wireless communications infrastructure.

LPL closes

In other news, LPL Financial LLC completed its $1.6 billion credit facility (Ba2) comprised of a $250 million five-year revolver, a $735 million five-year term loan A and a $615 million seven-year term loan B, according to a news release.

Pricing on the revolver and term A is Libor plus 250 bps, subject to a net leverage grid, and pricing on the term B is Libor plus 300 bps with a step-down to Libor plus 275 bps at net leverage of 1.75 times. The B loan has a 1% Libor floor as well as 101 soft call protection for one year, and was sold at an original issue discount of 991/2.

During syndication, the term loan A was upsized from $550 million and the term loan B was downsized from $800 million. Also, the term B saw the addition of the pricing step-down and the discount firmed at the tight end of the 99 to 99½ guidance.

LPL repays debt

Proceeds from LPL Financial's credit facility were used to refinance an existing $163.5 million revolver priced at Libor plus 350 bps and $1.33 billion of term loan borrowings split between a 2013 tranche priced at Libor plus 175 bps, a 2015 tranche priced at Libor plus 275 bps with a 1.5% floor and a 2017 tranche priced at Libor plus 375 bps with a 1.5% floor.

Bank of America Merrill Lynch and Goldman Sachs & Co. were the joint lead arrangers the deal and bookrunners with Morgan Stanley & Co. LLC, J.P. Morgan Securities LLC and SunTrust Robinson Humphrey Inc..

LPL Financial is a broker-dealer, an RIA custodian and a consultant to retirement plans with offices in Boston, Charlotte, N.C., and San Diego.

Momentive wraps refi

Momentive Performance Materials Inc. closed on Monday on its $175 million senior secured term loan B-3 (B) due May 5, 2015 that was used to repay existing term loans maturing Dec. 4, 2013, according to an 8-K filed with the Securities and Exchange Commission.

Pricing on the loan is Libor plus 350 bps with no Libor floor, in line with the existing roughly $925 million term loan due 2015. The debt was sold at an original issue discount of 95 after firming at the high side of 95 to 95½ talk.

J.P. Morgan Securities LLC, BMO Capital Markets Corp., Bank of America Merrill Lynch, Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., Goldman Sachs & Co., Morgan Stanley Senior Funding Inc. and UBS Securities LLC were the bookrunners on the deal.

Momentive is a Columbus, Ohio-based producer of thermoset resins.

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