Chesapeake, Attachmate, Emerald Performance break; SuperMedia softens; NGPL reworks size

By Sara Rosenberg

New York, May 15 - Chesapeake Energy Corp. came out with some changes to its unsecured term loan, including increasing the size and tightening the original issue discount, and then freed up for trading on Tuesday above the revised discount price.

Also hitting the secondary market was Attachmate Group and Emerald Performance Materials LLC, and in other trading news, SuperMedia Inc.'s term loan was softer on the back of its tender offer wrapping up.

Moving back to the primary, NGPL PipeCo LLC upsized its institutional loan while leaving all other terms unchanged, and Patriot Coal Corp. pulled its deal after revising its sales and price outlook lower.

Furthermore, Kronos Worldwide Inc., Univar Inc., SMG, Securus Technologies, Town Sports International Holdings Inc. and Hub International Holdings released price talk on their loans with launch, and Pelican Products Inc. and ILC Dover LP started circulating guidance on their upcoming deals.

Chesapeake ups loan

Chesapeake Energy launched (with no bank meeting) its unsecured term loan due Dec. 2, 2017 to investors on Monday, and since then, demand has been so strong that the deal was upsized to $4 billion from $3 billion and the original issue discount was revised to 97 from 96, according to a market source.

Pricing on the loan through Dec. 31 is Libor plus 700 bps with a 1.5% Libor floor. The spread will increase to Libor plus 800 bps if, prior to Jan. 1, 2013, the company uses proceeds from certain asset sales or financing transaction to repay revolver debt and to Libor plus 1,000 bps if any amounts remain outstanding after Jan. 1, 2013.

And, beginning on May 11, 2013, lenders have the option to exchange their loans for 11½% fixed-rate notes.

Goldman Sachs & Co. and Jefferies Finance LLC are leading the deal that funded on Friday.

Chesapeake frees up

With terms finalized, Chesapeake Energy's term loan made its way into the secondary market, with levels quoted at 98 bid, 98½ offered on the break and then it moved up to 98¾ bid, 99¼ offered, a trader remarked.

Proceeds from the loan are being used to pay down revolver borrowings.

The company hopes to refinance the new term loan in the near term with proceeds from contemplated asset sales, which all in all, are expected to total $9 billion to $11.5 billion this year.

Strong interest for its Permian Basin asset sales process and its Mississippi Lime joint venture process has been received and the target is to close on the transactions in the third quarter, the company disclosed in a recent regulatory filing.

Chesapeake Energy is an Oklahoma City-based producer of natural gas as well as oil and natural gas liquids, and a driller of new wells.

Attachmate starts trading

Also breaking was Attachmate's credit facility, with its $1.1 billion 51/2-year first-lien term loan (B1/BB-) quoted at 99¼ bid, par offered and its $400 million 61/2-year second-lien term loan quoted at 97 bid, 99 offered, a source said.

Pricing on the first-lien term loan is Libor plus 575 bps with a 1.5% Libor floor, and it was sold at an original issue discount of 98. There is soft call protection of 102 in year one and 101 in year two.

The second-lien loan is priced at Libor plus 950 bps with a 1.5% floor and was sold at a discount of 97. The debt is non-callable for two years, then at 102 in year three and 101 in year four.

The company's $1.54 billion credit facility also provides a $40 million revolver (B1/BB-).

Attachmate lead banks

Credit Suisse Securities (USA) LLC, Bank of America Merrill Lynch, RBC Capital Markets LLC, Goldman Sachs & Co. and Wells Fargo Securities LLC are the lead banks on Attachmate's credit facility.

During syndication, the first-lien term loan maturity was shortened from six years, the spread was flexed up from Libor plus 525 bps, the discount widened from 99 and the call protection was sweetened from just 101 in year one.

Meanwhile, the second-lien term loan maturity came in from seven years, pricing was lifted from Libor plus 900 bps, the discount moved from 98 and the call protection was changed from non-callable for one year, then at 103 in year two, 102 in year three and 101 in year four.

Attachmate, a Seattle-based provider of access and integration software for legacy systems, will use the new credit facility to refinance existing debt and fund a dividend.

Emerald tops OID

Emerald Performance Materials was another deal to hit the secondary market on Tuesday, with its $300 million six-year first-lien term loan B (B1/B) seen at 99½ bid, par ½ offered, according to a trader.

Pricing on the loan is Libor plus 550 bps 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.

During syndication, the loan was upsized from $270 million and the discount was tightened from 981/2.

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

Emerald getting revolver

In addition to the new term loan, Emerald Performance is getting, through other arrangers, a new $75 million ABL revolver to replace its existing ABL revolver.

The company is also extending its existing second-lien term loan to mature after the new term loan B.

Proceeds from the new debt will be used to refinance existing debt, and, as a result of the upsizing to the first-lien term loan, a portion of the existing second-lien loan will be repaid.

Emerald Performance is a Cuyahoga Falls, Ohio-based producer and marketer of technologically advanced specialty chemicals for food and industrial applications.

SuperMedia slides

SuperMedia's term loan dropped to 57¼ bid, 58¼ offered from 57½ bid, 58½ offered as the buyback offer for its term loan debt wrapped, with the result being that the company will use $33 million in cash to purchase about $55.9 million of the debt, according to a trader.

The repurchase price is at a discount of 59, the high end of the 55 to 59 talk.

The offer expired at 5 p.m. ET on Monday, and the prepayments are expected to be settled on Wednesday.

JPMorgan Chase Bank is the administrative agent on the deal.

SuperMedia is a Dallas-based directory publisher.

NGPL tweaks size

Back over in the primary, NGPL raised its term B to $700 million from $600 million, while leaving pricing at Libor plus 550 bps with a 1.25% floor and an original issue discount of 98, according to a market source. The loan is non-callable for one year, and then there is a 101 soft call in year two.

Earlier in syndication, the spread was increased from Libor plus 425 bps, the discount widened from 98½ and the call protection was sweetened from just 101 soft call for one year.

The company's $675 million five-year credit facility (NA/BB-/BB-) also provides for a $75 million revolver.

Recommitments are due at noon ET on Wednesday, the source said.

Credit Suisse Securities (USA) LLC, Barclays Capital Inc. and RBC Capital Markets LLC are leading the deal that will fund the buyback of 6.514% senior notes due 2012 and for general corporate purposes. The company has received tenders for about $1.21 billion of its $1.25 billion notes.

NGPL is a Houston-based natural gas transportation and storage company.

Patriot Coal pulled

Patriot Coal decided not to move forward with the Tuesday bank meeting that would have launched its $625 million senior secured credit facility since it is facing a potential default by a key customer that would result in a downturn in sales and Appalachia - met coal prices, according to a market source.

The facility consisted of a $250 million revolver due June 30, 2016 that was expected at Libor plus 475 bps with a 75 bps unused fee, and a $375 million second-lien term loan due Dec. 31, 2017 that was expected at Libor plus 800 bps with a 1.5% Libor floor and would have included call protection of 103 in year one, 102 in year two and 101 in year three.

Citigroup Global Markets Inc., Barclays Capital Inc. and Natixis were the leads on the deal that was going to refinance an existing credit facility and fund the repurchase of $200 million of convertible notes due in April 2013.

Patriot Coal is a St. Louis-based miner, producer and seller of thermal coal.

Kronos pricing

In more primary happenings, Kronos Worldwide held a bank meeting on Tuesday morning to launch its $600 million senior secured term loan B (Ba3/BB-), and price talk surfaced at Libor plus 375 bps with a 1% Libor floor and an original issue discount of 99, according to a market source. There is 101 soft call protection for one year.

Prior to launch, guidance on the loan had been in the 5% area all-in.

Wells Fargo Securities LLC is leading the $725 million credit facility, which also includes a $125 million ABL revolver that is not being syndicated.

Proceeds will be used to repay existing debt, including 6½% senior secured notes due April 2013, and for general corporate purposes, including the potential payment of a special dividend of up to $1 per share.

Kronos is a Dallas-based producer of titanium dioxide products.

Univar guidance

Univar revealed with its launch that it is talking its $750 million incremental term loan B due June 30, 2017 at Libor plus 375 bps to 400 bps with a 1.5% Libor floor and an original issue discount of 99 to 991/2, according to a market source. There is 101 soft call protection for one year.

The new debt is expected to be fungible with the existing term loan B that also matures on June 30, 2017 and is currently priced at Libor plus 350 bps with a 1.5% Libor floor. The existing loan, which was sold at par in February 2011, will also get the 101 soft call protection for one year.

Commitments are due on May 22, and closing is anticipated for the week of May 28.

Bank of America Merrill Lynch, Goldman Sachs & Co., Deutsche Bank Securities Inc., Morgan Stanley & Co. LLC and Wells Fargo Securities LLC are leading the deal that will be used to refinance existing debt and fund a distribution to shareholders.

Univar is a Redmond, Wash.-based distributor of industrial and specialty chemicals.

SMG talk surfaces

SMG also held a bank meeting, and with the event, talk on the $240 million six-year first-lien term loan (Ba3/B+) was announced at Libor plus 425 bps with a 1.25% Libor floor, an original issue discount of 99 and 101 repricing protection for one year, a source said.

And, talk on the $125 million 61/2-year second-lien term loan (Caa1/CCC+) came out at Libor plus 900 bps with a 1.25% floor and a discount of 98, the source continued. This tranche has call protection of 103 in year one, 102 in year two and 101 in year three.

Credit Suisse Securities (USA) LLC and GE Capital Markets are the lead banks on the $390 million refinancing deal, which also includes a $25 million revolver (Ba3/B+).

SMG, a West Conshohocken, Pa.-based venue management company, is seeking commitments towards the new credit facility by May 30, the source added.

Securus comes to market

Securus Technologies launched a $436 million credit facility in the morning that is comprised of a $40 million revolver, a $291 million first-lien term loan and a $105 million second-lien term loan, according to a market source.

With the launch, price talk on the first-lien term loan emerged at Libor plus 525 bps to 550 bps with a 1.25% Libor floor and an original issue discount of 99, the source said.

BNP Paribas Securities Corp. is leading the deal that will be used to refinance existing debt and fund a dividend.

Securus Technologies is a Dallas-based provider of telecommunications products and services for the corrections marketplace.

Town Sports sets guidance

Town Sports released talk of Libor plus 425 bps with a 1.25% Libor floor on its $300 million term loan B that was launched on Tuesday, a market source said, adding that there is 101 soft call protection for one year.

Proceeds will be used to reprice an existing term loan B from Libor plus 550 bps with a 1.5% Libor floor. The existing debt was sold at an original issue discount of 99 in May 2011 and included hard call protection of 102 in year one and 101 in year two.

Commitments toward the repricing are due on May 22, the source remarked.

Deutsche Bank Securities Inc. and KeyBanc Capital Markets LLC are leading the deal.

Town Sports is a New York-based owner and operator of fitness clubs.

Hub launches add-on

Hub International came to market with a $215 million add-on term loan due June 14, 2017 that is talked at Libor plus 450 bps with no Libor floor, an original issue discount of 98½ to 99 and 101 soft call protection through April 24, 2013, according to a market source.

The loan is fungible with the existing extended term loan B due June 14, 2017 that has the same spread and call protection as the add-on.

Morgan Stanley Senior Funding Inc. is the lead arranger on the deal that launched via Intralinks, and is a bookrunner with Bank of America Merrill Lynch and RBC Capital Markets LLC.

Proceeds will repay non-extended term loans and incremental term loans due June 2014.

Hub, a Chicago-based insurance company, is seeking commitments towards the add-on by 4 p.m. ET on Wednesday.

Pelican floats talk

Pelican Products began going out with price talk on its proposed $480 million credit facility as the deal is getting ready to launch with a bank meeting at 2 p.m. ET on Wednesday, according to a source.

Both the $30 million revolver and the $335 million six-year first-lien term loan are talked at Libor plus 550 bps, and the $115 million seven-year second-lien term loan is talked at Libor plus 900 bps, with all tranches having a 1.5% Libor floor and an original issue discount of 98, the source said.

Included in the first-lien term loan is 101 repricing protection for one year, and call protection on the second-lien loan is 103 in year one, 102 in year two and 101 in year three.

Credit Suisse Securities (USA) LLC is leading the deal that will be used to help fund the acquisition of the company by Behrman Capital PEP from an existing Behrman fund.

Pelican Products is a Torrance, Calif.-based designer and manufacturer of advanced lighting systems and virtually indestructible cases.

ILC Dover coming soon

ILC Dover also emerged with new deal plans, setting a bank meeting for 2 p.m. ET on Thursday to launch a $142 million credit facility, according to a market source.

The facility consists of a $7 million revolver and a $135 million six-year first-lien term loan that is talked at Libor plus 675 bps with a 1.5% Libor floor, an original issue discount of 97 and 101 soft call protection for one year, the source remarked.

Credit Suisse Securities (USA) LLC is leading the deal that will fund the buyout of the company by Behrman Capital PEP from an existing Behrman fund.

ILC Dover is a Frederica, Del.-based manufacturer of softgood products.

On Assignment closes

In other news, On Assignment Inc. completed its $540 million senior secured credit facility (Ba3/BB-) comprised of a $75 million five-year revolver, a $100 million five-year term loan A and a $365 million seven-year term loan B, a news release said.

Pricing on the revolver and term loan A is Libor plus 325 bps, and pricing on the term loan B is Libor plus 375 bps with a 1.25% Libor floor and it was sold at an original issue discount of 99. The B loan has 101 soft call protection for one year.

During syndication, the term loan B was downsized from $490 million, the revolver was upsized from $50 million and the term loan A was added to the capital structure.

Wells Fargo Securities LLC, Bank of America Merrill Lynch and Deutsche Bank Securities Inc. led the deal that was used to fund the purchase of Apex Systems Inc. and to refinance debt.

On Assignment is a Calabasas, Calif.-based provider of professionals in the technology, health care and life sciences sectors. Apex is a Richmond, Va.-based information technology staffing and services firm.

Wendy's completes deal

Wendy's International Inc. closed on its $1,325,000,000 senior secured credit facility (B1/BB-) that consists of a $200 million five-year revolver and a $1,125,000,000 seven-year term loan B, according to a news release.

Pricing on the B loan is Libor plus 350 bps, after firming at the low end of the Libor plus 350 bps to 375 bps talk. There is a 1.25% Libor floor and 101 soft call protection for one year, and the debt was sold at an original issue discount of 99.

Bank of America Merrill Lynch and Wells Fargo Securities LLC led the deal that was used to refinance an existing $150 million revolver and $500 million term loan B, to repurchase 10% senior notes due 2016 and for general corporate purposes.

Wendy's is a Dublin, Ohio-based quick-service hamburger chain.

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