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Published on 1/30/2012 in the Prospect News Bank Loan Daily.

Morton's breaks; ThermaSys tightens pricing; TransDigm, Jarden, Schaeffler float talk

By Sara Rosenberg

New York, Jan. 30 - Morton's Restaurant Group Inc.'s credit facility freed up for trading late Monday, with levels on the oversubscribed term loan quoted above the original issue discount price.

Also in trading, Prestige Brands Holdings Inc.'s term loan B settled in a little from highs reached shortly after breaking last week, and Ineos Finance plc's strip of U.S. term loan debt was a touch weaker with paydown news.

Over in the primary, ThermaSys Corp. reverse flexed pricing on its credit facility due to strong demand, and TransDigm Group Inc. and Jarden Corp. disclosed talk on their loans as both deals launched with calls during the session.

Additionally, Schaeffler AG nailed down timing on the launch of its term loan C-2 and began circulating price talk, ACCO Brands Corp. came out with its meeting date and revised structure, and Valeant Pharmaceuticals International Inc. and Citadel Plastics Holdings Inc. surfaced with new loan plans.

Morton's tops OID

Morton's Restaurant's credit facility hit the secondary market on Monday, with the $200 million five-year term loan quoted at 98½ bid, 99½ offered on the break and then it moved up to 98¾ bid, 99¾ offered, according to a trader.

Pricing on the term loan is Libor plus 725 basis points with a 1.5% Libor floor, and it was sold at an original issue discount of 971/2.

During syndication, the loan was upsized from $190 million and the discount tightened from 97.

The company's $215 million senior secured credit facility (B2/BB-) also includes a $15 million 41/2-year revolver priced at Libor plus 725 bps with a 1.5% Libor floor.

Jefferies & Co. is the lead bank on the deal.

Morton's being acquired

Proceeds from Morton's credit facility will be used to help fund its buyout by Tilman J. Fertitta's wholly owned company Fertitta Morton's Restaurants Inc. for $6.90 per share in cash through a tender offer that expires on Jan. 31. Upon the successful completion of the tender offer, Fertitta will acquire all remaining shares through a second-step merger.

As a result of the term loan upsizing, the rollover equity for the transaction was decreased by the equivalent amount.

Closing is expected in early February, subject to the tender of a majority of shares, the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and other customary conditions.

Leverage through the credit facility will be in the low 3.0 times area.

Morton's is a Chicago-based operator of company-owned upscale steakhouses.

Prestige Brands softens

Prestige Brands' $660 million seven-year term loan B (Ba3/BB-) was quoted at par 3/8 bid, par ¾ offered, down from Friday's closing levels of par ¾ bid, 101 1/8 offered, but pretty close to the par ¼ bid, par ¾ offered levels seen on the break late Friday, according to a trader,

Pricing on the B loan is Libor plus 400 bps with a 1.25% Libor floor, and it was sold at an original issue discount of 981/2. There is 101 soft call protection for one year.

Proceeds from the loan, a $50 million five-year asset-based revolver and $250 million of senior notes will be used to fund the $660 million acquisition of 17 over-the-counter GlaxoSmithKline plc brands and to refinance existing bank debt.

Citigroup Global Markets Inc., Morgan Stanley & Co. LLC and RBC Capital Markets LLC are the lead banks on the credit facility.

Prestige is an Irvington, N.Y.-based marketer of branded consumer products in the over-the-counter health care and household cleaning industries.

Ineos inches lower

Ineos' strip of U.S. term loan B and term loan C debt was down a little from last week's levels as the company said that it will be refinancing existing bank debt with proceeds from an $850 million senior secured notes offering, according to a trader.

The strip of debt was quoted at 103½ bid, 103 7/8 offered, compared to 103 5/8 bid, 104 offered on Friday, the trader remarked.

A European roadshow for the bonds started on Monday and the U.S. roadshow is set to begin on Tuesday and go through Thursday.

Ineos is a Lyndhurst, England-based chemical company.

BWIC bids due soon

A Bid Wanted In Competition was announced on Monday, and the seller is looking for bids by 11:30 a.m. ET on Tuesday, according to a trader.

The portfolio includes about $130 million in loans, and there are CLO notes and equity being offered as well, the trader said.

Some of the larger pieces of loans being offered include Community Health Systems Inc.'s non-extended funded term loan, Level 3 Communications Inc.'s tranche A term loan, Texas Competitive Electric Holdings' non-extended term loan and Pinnacle Foods Finance LLC's term loan.

Only bids for the entire portfolio will be accepted but a bid for every name must be submitted, the trader added.

ThermaSys trims spread

Moving to the primary, ThermaSys revised pricing on its $142 million five-year credit facility to Libor plus 450 bps from Libor plus 500 bps, while leaving the 1.25% Libor floor and original issue discount of 99 intact, according to a market source.

The facility consists of a $30 million revolver and a $112 million term loan.

GE Capital Markets is the lead bank on the deal that will be used to help fund the buyout of the company by Wellspring Capital from Sun Capital Partners Inc.

ThermaSys is a Montgomery, Ala.-based supplier of highly engineered copper/brass and aluminum heat exchanger components and assemblies.

TransDigm guidance emerges

Also on the new deal front, TransDigm held a conference call on Monday morning to kick off syndication on its $500 million add-on senior secured covenant-light term loan due Feb. 14, 2017, and shortly before the launch, price talk was announced, according to a market source.

The term loan is being shopped at Libor plus 325 bps with a 1% Libor floor and an original issue discount of 99, and includes 101 soft call protection for one year, the source said.

Commitments are due on Feb. 8 and closing and funding is expected on Feb. 13, pending regulatory approval.

Credit Suisse Securities (USA) LLC and UBS Securities LLC are the lead banks on the deal

TransDigm buying AmSafe

Proceeds from TransDigm's term loan, along with cash on hand, will be used to fund the $750 million purchase of AmSafe Global Holdings Inc. from Berkshire Partners LLC and Greenbriar Equity Group LLC.

Total senior secured debt is 2.9 times, total debt is 5.2 times and net debt to EBITDA is 5.0 times.

In connection with the new deal, the company is looking to amend its existing credit facility to permit the incurrence of the term loan and leave the existing $500 million accordion feature unchanged.

Also, the existing revolver is expected to be increased to $300 million from $245 million.

TransDigm is a Cleveland-based maker of aircraft components.

Jarden structure, pricing

Another company to hold a conference call was Jarden, at which point it was revealed that its incremental debt consists of a $125 million add-on term loan A and a $125 million term loan B, according to a market source. Previously, sizes on the new debt were unavailable.

Also, price talk on the term loan A emerged at Libor plus 225 bps with a 25 bps upfront fee, and talk on the B loan is Libor plus 300 bps with an original issue discount of 991/2, the source said. The actual coupons are in line with existing term loan pricing.

Barclays Capital Inc. is the sole lead arranger on the $250 million deal and a joint bookrunner with Deutsche Bank Securities Inc., J.P. Morgan Securities LLC, Wells Fargo Securities LLC and SunTrust Robinson Humphrey Inc.

Jarden seeks amendment

With the incremental loans that will be used to fund a stock buy back, Jarden is asking lenders to amend its existing credit facility to refresh the restricted payments basket, and to keep the accordion size intact instead of reducing it by the $250 million incremental term loan amount, the source remarked.

Commitments and consents are due on Feb. 7.

Under the stock repurchase plan, the company is offering to buy up to $500 million of its common stock at a price of $30 to $33 per share.

The modified Dutch auction commenced on Thursday and expires on Feb. 23. It is subject to certain conditions, including the successful completion of the additional debt financing.

Jarden is a Rye, N.Y.-based consumer products company.

Schaeffler timing, talk

In more happenings, Schaeffler finalized timing on the launch of its €1 billion five-year term loan C-2 (B1), scheduling a bank meeting for 10 a.m. ET in New York on Wednesday, according to a market source.

With the launch set, the company also began distributing price talk on the loan at Libor plus 550 bps with a 1.5% Libor floor and an original issue discount that is not yet available, the source remarked.

The loan will be marketed to U.S. and euro funds, and split between euros and U.S. dollars, with amounts are still to be determined, the source said.

J.P. Morgan Securities LLC is the left lead bank on the deal. Other participants in the company's credit facility include BNP Paribas Securities Corp., Commerzbank, Deutsche Bank Securities Inc., HSBC Securities Inc., LBBW, Royal Bank of Scotland and UniCredit.

Schaeffler repaying debt

Proceeds from Schaeffler's credit facility and €1 billion of senior secured notes are being used to refinance an existing €7.7 billion credit facility that was set to mature in June 2014, repay debt and for general corporate purposes.

The company's new credit facility, which was actually entered into on Friday, has a total size of €8 billion and includes a €1 billion revolver and €6 billion in term loans in addition to the term loan C-2.

Some of the other term loan tranches include a €3 billion three-year term loan B and a €1 billion five-year term loan C-1.

Schaeffler is a Germany-based supplier of components and systems for the automotive industry and a variety of industrial sectors.

ACCO sets launch

ACCO also zeroed in on timing on its senior secured credit facility (Ba2) with a bank meeting scheduled for Thursday, according to sources, who said that the total deal size will be $920 million.

The facility consists of a $250 million five-year revolver, a $300 million five-year term loan A and a $370 million seven-year term loan B, sources said. Price talk is not yet available.

By comparison, under the original commitment letter, the company was planning an $845 million senior secured credit facility, comprised of a $480 million seven-year term loan, a $190 million seven-year term loan at Spinco and a $175 million five-year multicurrency asset-based revolver.

The change isn't a big surprise given that a few weeks ago sources were hearing that the company was considering breaking up the $670 million of term loan B debt to include a term loan A tranche that would carry lower pricing than the B loan and replacing the asset-based revolver with a cash-flow revolver.

The original commitment had term loan B pricing expected at Libor plus 475 bps with a 1.25% Libor floor, and there was anticipated to be 101 soft call protection for one year.

ACCO funding merger

Proceeds from ACCO's credit facility, along with $270 million of notes, will be used to fund its roughly $860 million merger MeadWestvaco's office supplies business, repay ACCO's 10 5/8% senior secured notes and for ongoing working capital requirements.

Under the agreement, MeadWestvaco will establish a separate entity to hold the consumer & office products business, the shares of which will be distributed to MeadWestvaco shareholders in a tax-free transaction in return for a $460 million dividend. Immediately after the spin-off and distribution, the newly formed company will merge with ACCO.

Barclays Capital Inc., Bank of America Merrill Lynch and BMO Capital Markets Corp. are the lead banks on the credit facility.

ACCO, a Lincolnshire, Ill.-based office supply manufacturer, expects to close on the transaction in the first half of the year, subject to shareholder and regulatory approvals.

Valeant readies deal

Valeant Pharmaceuticals joined this week's calendar as well, setting a conference call for 11 a.m. ET on Tuesday to launch a proposed $500 million seven-year term loan B, according to a market source.

Proceeds will be used to pay down borrowings under the company's $275 million revolver and for general corporate purposes, including acquisitions.

J.P. Morgan Securities LLC, Goldman Sachs & Co. and Morgan Stanley & Co. LLC are the lead banks on the deal that is expected to be completed in February.

The company's existing term loan A was quoted at 98¾ bid, 99¼ offered in trader, unchanged on the term loan B news, a trader added.

Valeant is a Mississauga, Ont.-based specialty pharmaceutical company.

Citadel deal surfaces

Furthermore, Citadel Plastics announced a bank meeting date of Thursday at 9:30 a.m. ET in New York to launch a proposed $185 million credit facility that is being led by GE Capital Markets and KeyBanc Capital Markets LLC, according to a market source.

The facility consists of a $30 million five-year revolver and a $155 million six-year term loan, the source said, adding that price talk is expected to come out at launch.

Proceeds will be used to help fund the purchase of the company by Huntsman Gay Global Capital from Wind Point Partners.

Citadel Plastics is a Chicago-based provider of thermoset and thermoplastic compounds.


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