Tomkins' Air Distribution breaks; nTelos, Audio Visual tweak deals; Safway delays launch

By Sara Rosenberg

New York, Nov. 5 - Tomkins' Air Distribution's credit facility made its way into the secondary market on Monday, with both the first- and the second-lien term loans seen trading above their original issue discount prices.

Over in the primary, nTelos Inc. made some changes to its new deal, reducing the size of the term loan B while increasing coupon talk and adding a term loan A to the capital structure, and Audio Visual Services Corp. (PSAV Presentation Services) flexed pricing higher on its loans while widening the first-lien discount price and sweetening second-lien call premiums.

Also, Safway Services LLC delayed its bank meeting, and Bombardier Recreational Products, Sports Authority Inc., Grocery Outlet Inc., Tempur-Pedic International Inc., Sealed Air Corp., Altisource Portfolio Solutions SA, Fender Musical Instruments Corp., GWF Energy Holdings and ClubCorp set talk with launch.

Furthermore, Vesta Corp. is getting ready to bring first- and second-lien term loans to market and has already begun circulating guidance on the debt, Sterling Infosystems Inc., Bass Pro Group LLC and Multi Packaging Solutions Inc. joined this week's calendar, and NewPage Corp. revealed timing on its exit facility.

Tomkins' Air starts trading

Tomkins' Air Distribution's credit facility freed up on Monday, with the $525 million six-year covenant-light first-lien term loan (B1/B) quoted at 99¾ bid, par ¼ offered on the open and then it moved to par 1/8 bid, par 5/8 offered, according to a trader.

And, the $135 million 71/2-year covenant-light second-lien term loan (Caa1/CCC+) was quoted at par ½ bid, 101 offered on the break, and then it rose to par ¾ bid, 101¼ offered, the trader said.

Pricing on the first-lien term loan is Libor plus 375 basis points with a 1.25% Libor floor, and it was sold at an original issue discount of 99. There is 101 soft call protection for one year.

Second-lien term loan pricing is Libor plus 800 bps with a 1.25% Libor floor, and it was sold at a discount of 981/2. Call protection is 102 in year one and 101 in year two.

During syndication, first-lien pricing was lowered from Libor plus 400. Also, the second-lien loan saw the coupon firm at the tight end of the Libor plus 800 bps to 825 bps talk, the discount tighten from 98 and call protection revised from 103 in year one, 102 in year two and 101 in year three.

Tomkins' Air being acquired

Proceeds from Tomkins' Air Distribution's $760 million credit facility credit facility, which also includes a $100 million five-year revolver (B1/B), will be used to help fund its purchase by Canada Pension Plan Investment Board and Onex Corp. from Tomkins (Pinafore Holdings BV) for about $1.1 billion.

RBC Capital Markets LLC, Barclays and UBS Securities LLC are the lead banks on the deal.

Closing is expected this quarter, subject to customary conditions.

First-lien leverage is 4.5 times and total leverage is 5.7 times.

Tomkins' Air Distribution is a manufacturer of products that are used to distribute, recycle and vent air in non-residential and residential buildings.

BWIC announced

Also in the secondary, a $262 million loan Bid-Wanted-In-Competition emerged in the afternoon, and investors are being asked to place their bids by 11 a.m. ET on Tuesday, according to a trader.

Some of the larger pieces of debt being offered are American Capital's term loan, Asurion LLC's first-lien term loan, Evertec Inc.'s first-lien term loan B, Laureate Education's series 2018 extended term loan and Supervalu's term loan.

The portfolio includes about 80 issuers, the trader added.

nTelos reworks deal

In the primary, nTelos revised its loan plans so that its term loan B tranche is now smaller and talked at a higher rate and a new term loan A tranche is now being syndicated, according to a market source.

The seven-year term loan B was cut to $375 million from $475 million, and price talk was changed to Libor plus 450 bps to 475 bps from talk of Libor plus 400 bps to 425 bps, the source said. The 1% Libor floor, original issue discount of 99 and 101 soft call protection for one year are unchanged.

Also, a $100 million term loan A due August 2015 was added to the transaction and talk on this tranche is Libor plus 325 bps to 350 bps with a 1% Libor floor, an original issue discount of 99½ and 101 soft call protection for six months, the source remarked. Included in the loan is a maintenance leverage test.

Lead banks, J.P. Morgan Securities LLC, UBS Securities LLC and Deutsche Bank Securities Inc., are asking for commitments on the $475 million deal (B1/BB-) by 5 p.m. ET on Tuesday.

The Waynesboro, Va., provider of wireless and wireline communications services will use the new term loan borrowings to refinance an existing term loan.

Audio Visual revised

Audio Visual Services lifted pricing on its $340 million six-year first-lien term loan (B1/B+) to Libor plus 550 bps from talk of Libor plus 450 bps to 475 bps and moved the original issue discount to 98 from 99, according to a market source. The 1.25% Libor floor and 101 soft call protection for one year were left intact.

In addition, pricing on the $115 million 61/2-year second-lien term loan (Caa1/CCC+) was flexed to Libor plus 950 bps from guidance of Libor plus 875 bps to 900 bps and the call protection was changed to non-callable for one year, then at 103 in year two, 102 in year three and 101 in year four, from prior talk of 103 in year one, 102 in year two and 101 in year three, the source said. The tranche still has a 1.25% Libor floor and a discount price of 98.

With the changes to terms, the excess cash flow sweep was sweetened to 75% with step-downs from 50% with step-downs, the source added.

Audio Visual revolver

Audio Visual's $495 million senior secured credit facility, for which recommitments are due at 5 p.m. ET on Tuesday, also includes a $40 million five-year revolver (B1/B+).

Barclays, Macquarie Capital and Nomura are leading the deal that will help fund the purchase of Swank Audio Visuals LLC and refinance existing debt.

First-lien leverage is 3 times, and second-lien leverage is 4 times.

Audio Visual is a Long Beach, Calif.-based provider of audiovisual equipment and services to the meeting and event industries. Swank is a St. Louis-based provider of audiovisual and event technology services within the hotel, resort, meetings and conference center industries.

Safway adjusts timing

Safway Services postponed the Monday bank meeting for its $645 million credit facility to likely later this week as travel and logistics continue to be difficult due to the recent storm, according to a market source.

The facility consists of a $250 million five-year ABL revolver and a $395 million seven-year covenant-light term loan.

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

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

Bombardier pricing

In more happenings, Bombardier Recreational Products held a bank meeting on Monday afternoon to kick off syndication on its proposed $1.05 billion six-year covenant-light term loan B (B1/B+), and with the event, price talk was announced, according to a market source.

The loan is guided at Libor plus 375 bps to 400 bps with a 1.25% Libor floor, an original issue discount of 99 and 101 soft call protection for one year, the source said.

Lead banks, RBC Capital Markets LLC and BMO Capital Markets Corp., are seeking commitments by Nov. 16. UBS Securities LLC and Bank of America Merrill Lynch are involved as well.

Proceeds will refinance existing debt and pay an up to $375 million dividend, split between $200 million upon closing and $175 million at a later date, to 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.

Sports Authority talk

Sports Authority announced talk of Libor plus 550 bps to 600 bps with a 1.25% Libor floor and an original issue discount of 99 on its $630 million seven-year covenant-light senior secured term loan B (B3) that launched with a bank meeting in the morning, according to a market source.

Prior to launch, it was known that the deal would include 101 soft call protection for one year.

Commitments are due on Nov. 13, the source continued.

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 loan that will be used to refinance existing term debt due 2017 and senior subordinated notes due 2016.

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

Grocery terms revealed

Grocery Outlet launched on Monday its $360 million six-year first-lien term loan with talk of Libor plus 475 bps to 500 bps with a 1.25% Libor floor, an original issue discount of 99 and 101 soft call protection for one year, a market source said.

And, the company's $115 million 61/2-year second-lien term loan was launched at Libor plus 850 bps to 875 bps with a 1.25% Libor floor, an original issue discount of 98 and call protection of 103 in year one, 102 in year two and 101 in year three, the source said.

The $505 million senior secured credit facility, for which commitments are due at noon ET on Nov. 16, also provides for a $30 million five-year revolver.

Barclays, Credit Suisse Securities (USA) LLC and UBS Securities LLC are leading the deal that will be used to refinance existing debt and fund a dividend.

First-lien leverage is 4.2 times, second-lien leverage is 5.6 times and lease adjusted leverage is 6.3 times.

Grocery Outlet is a Berkeley, Calif.-based extreme-value grocery retailer.

Tempur comes to market

Tempur-Pedic launched late Monday its $770 million seven-year term loan 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 one year, according to a market source.

By comparison, prior to launch and based on filings with the Securities and Exchange Commission, pricing on the term loan B was expected at Libor plus 325 bps with a 1% Libor floor.

The company's $1.77 billion senior secured credit facility (Ba3) also includes a $350 million five-year revolver and a $650 million five-year term loan A.

Commitments are due on Nov. 16, the source added.

Bank of America Merrill Lynch, Barclays Capital Inc., J.P. Morgan Securities LLC, Wells Fargo Securities LLC and Fifth Third Securities Inc. are the lead banks on the deal.

Tempur buying Sealy

Proceeds form Tempur-Pedic's credit facility and $350 million of senior unsecured notes will 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 convertible and non-convertible debt.

The notes are backed by a commitment for a senior unsecured bridge loan priced at Libor plus 650 bps, increasing by 50 bps every three months until it hits a cap. The tranche has a 1.25% Libor floor.

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

Pro forma leverage will be around 4.0 times.

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.

Sealed Air refinancing

Sealed Air held a call in the afternoon to launch a roughly $800 million term loan B that will be used to replace existing term loan B borrowings, according to a market source.

The new B loan is split between a $575 million tranche talked at Libor plus 300 bps and a €175 million tranche talked at Euribor plus 350 bps, with both having a 1% floor, an original issue discount of 99¾ and 101 soft call protection for one year, the source remarked.

By comparison, the existing U.S. loan that is being taken out is priced at Libor plus 375 bps with a 1% Libor floor and the existing euro term B is priced at Euribor plus 450 bps with a 1% floor.

Commitments are due on Nov. 13, the source continued.

Additionally, the company is seeking to amend its existing credit facility to relax the leverage covenant, and lenders are being offered a 12.5 bps consent fee.

Citigroup Global Markets Inc., Bank of America Merrill Lynch, BNP Paribas Securities Corp. and RBS Securities Inc. are leading the deal for the Elmwood Park, N.J.-based food safety and security, facility hygiene and product protection company.

Altisource reveals guidance

Altisource Portfolio Solutions launched its $200 million seven-year covenant-light senior secured term loan (B1/BB-) on Monday with talk of Libor plus 425 bps to 450 bps with a 1.25% Libor floor, an original issue discount of 99 and 101 soft call protection for one year, according to a market source.

Bank of America Merrill Lynch, Barclays Capital Inc. and Citigroup Global Markets Inc. are leading the deal that will be used to capitalize Altisource Residential Corp. and Altisource Asset Management Corp. prior to their separation from Altisource, and for general corporate purposes.

The separation is expected to occur this quarter, subject to customary conditions, and closing on the loan is anticipated to take place this month.

Altisource is a Luxembourg-based provider of services principally related to real estate and mortgage portfolio management, asset recovery and customer relationship management. Altisource Residential is an acquirer and owner of single-family rental assets. Altisource Asset is a Frederiksted, St. Croix-based provider of asset management and corporate governance services.

Fender discloses talk

Fender Musical Instruments presented its $245 million six-year term loan B (B2) to investors with price talk of Libor plus 475 bps to 500 bps with a 1.25% 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 Nov. 19, the source said.

Wells Fargo Securities LLC and J.P. Morgan Securities LLC are leading the deal that will be used to refinance an existing term loan.

Fender is a Scottsdale, Ariz., maker of music instruments.

GWF holds meeting

GWF Energy also launched, and talk on its $173.5 million six-year term loan came out at Libor plus 425 bps to 450 bps with a 1.25% Libor floor, an original issue discount of 99 and 101 soft call protection for one year, according to a market source.

The company's $202.9 million senior secured credit facility also includes a $5 million five-year revolver and a $24.4 million five-year letter-of-credit facility.

Commitments are due at noon ET on Nov. 16, the source said.

Ratings are expected in the mid-to-low BB area.

Barclays and Union Bank are leading the deal that will be used to help fund the Highstar Capital's purchase of three gas fired power plants in California from Harbert Power.

ClubCorp launches

ClubCorp held a call in the afternoon to launch a repricing of its roughly $305 million term loan B, which is being talked at Libor plus 375 bps to 400 bps with a 1.25% Libor floor, a par offer price and 101 soft call protection for one year, according to a market source.

Pricing on the loan would be coming down from Libor plus 450 bps with a 1.5% Libor floor, and existing lenders will get paid down at par with the transaction.

Citigroup Global Markets Inc. is the lead bank on the deal.

ClubCorp is a Dallas-based owner and operator of golf courses, country clubs, private business and sports clubs and resorts.

Vesta readies loans

Vesta set a bank meeting for 1 p.m. ET in New York on Tuesday to launch $295 million in new term loans and talk on the debt has been announced ahead of the launch, according to market sources.

The $200 million five-year first-lien term loan is talked at Libor plus 500 bps with a 1.25% Libor floor, an original issue discount of 99 and 101 repricing protection for one year, sources remarked.

And, the $95 million six-year second-lien term loan is talked at Libor plus 925 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.

Credit Suisse Securities (USA) LLC is leading the deal that will fund a tender offer for existing shareholders.

Commitments will be due on Nov. 20, sources added.

Vesta is an Atlanta-based provider of non-retail electronic payment services for the telecommunications industry.

Sterling coming soon

Sterling Infosystems set a conference call for Tuesday to launch $179.2 million credit facility that will reprice its existing deal from Libor plus 575 bps with a 1.5% Libor floor, according to a market source.

The facility consists of a $20 million revolver and a $159.2 million term loan that was originally sized at $160 million when done back in January.

GE Capital Markets and RBS Citizens are the lead banks on the deal.

Sterling Infosystems is a New York-based background screening company.

Bass Pro deal surfaces

Bass Pro Group will be holding a lender call at 1 p.m. ET on Wednesday to launch a $900 million term loan B due 2019, according to a market source.

J.P. Morgan Securities LLC is the left lead on the deal that will be used to refinance an existing term loan B.

Bass Pro is a Springfield, Mo.-based retailer of outdoor sports and recreation products.

Multi Packaging on calendar

Multi Packaging Solutions set a bank meeting for 1 p.m. ET on Wednesday to launch a $420 million senior secured credit facility that is being led by Barclays and UBS Securities LLC, according to a market source.

The facility consists of a $30 million five-year revolver, a $330 million seven-year covenant-light first-lien term loan and a $60 million eight-year covenant-light second-lien term loan, the source said.

Proceeds will be used to refinance existing debt, redeem preferred stock and pay dividends/other distributions to shareholders.

First-lien leverage is 4.1 times an total leverage is 4.8 times, the source remarked.

Multi Packaging Solutions is a New York-based manufacturer of specialty print-based packaging products for the pharmaceutical, multi-media and consumer markets.

NewPage sets launch

NewPage scheduled a bank meeting for Wednesday to launch its proposed $850 million exit financing credit facility, according to a market source.

The facility consists of a $500 million six-year term loan and a $350 million five-year asset-based revolver, and based on court documents, term loan pricing is expected at Libor plus 700 bps with a 1.25% Libor floor and revolver pricing is expected at Libor plus 200 bps with a 37.5 bps unused fee.

Goldman Sachs & Co., J.P. Morgan Securities LLC, Barclays, Wells Fargo Securities LLC and UBS Securities LLC are the lead banks on the deal that will be used to fund distributions under the company's Chapter 11 plan and post-emergence working capital needs.

NewPage is a Miamisburg, Ohio-based producer of printing and specialty papers.

Raven moves deadline

In other news, Raven Power Finance extended the commitment deadline on its $150 million six-year first-lien term loan B to Wednesday from Monday as a result of last week's hurricane, according to a market source.

Price talk on the term loan B is Libor plus 600 bps to 650 bps with a 1.25% Libor floor and an original issue discount of 98, and the loan is non-callable for one year, then at 102 in year two.

UBS Securities LLC is the lead bank on the deal.

Raven Power is a portfolio company of Riverstone Holdings LLC that agreed in August to acquire three Maryland coal-fired power plants from Exelon for about $400 million.

The acquisition of the plants is expected to close this quarter and will be funded in part by the new term loan.

Penn National closes

Penn National Gaming Inc. completed its $1 billion of debt (BBB-) that consists of an $85 million add-on revolver, a $400 million add-on term loan A and a $515 million add-on term loan B, a news release said.

Pricing on the revolver and term loan A is Libor plus 175 bps, and pricing on the term loan B is Libor plus 275 bps with a 1% Libor floor, and it was sold at par.

During syndication, the offer price on the B loan firmed at the tight end of the 99¾ to par talk and the tranche was downsized from $600 million as the revolver was added.

Bank of America Merrill Lynch, Wells Fargo Securities LLC, Commerzbank, Fifth Third Securities Inc., RBS Securities Inc. and UBS Securities LLC led the deal that is funding the roughly $610 million acquisition of Harrah's St. Louis gaming and lodging facility from Caesars Entertainment and repaying revolver debt.

Penn National is a Wyomissing, Pa.-based owner and operator of gaming and racing facilities.

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