Scientific Games, Aecom, PGT break; York Risk, Celanese, Intrawest Resorts revise deals

By Sara Rosenberg

New York, Sept. 17 – Scientific Games Corp.’s bank debt surfaced in the secondary market on Wednesday with the term loan B-2 seen trading above its original issue discount, and Aecom Technology Corp. and PGT Inc. freed up too.

Moving to the primary, York Risk Services Group lowered the spread on its term loan B, firmed the offer price in the middle of guidance and extended the call protection, while adding a delayed-draw tranche to its capital structure.

Also, Celanese US Holdings LLC reduced pricing on its term loan C-3 debt, and Intrawest Resorts Holdings Inc. tightened the original issue discount on its add-on term loan.

In addition, Micro Focus, AVG Technologies NV and Capstone Logistics LLC released price talk with launch, Sedgwick Inc. came out with original issue discount guidance and Pilot Travel Centers LLC emerged with new deal plans.

Scientific Games tops OID

Scientific Games’ bank debt began trading on Wednesday, with the $2 billion seven-year incremental covenant-light term loan B-2 quoted at 99¼ bid, 99½ offered, according to a trader.

Pricing on the B-2 loan is Libor plus 500 basis points with a 1% 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 term loan B-2 was upsized from $1,735,000,000, pricing was increased from talk of Libor plus 425 bps to 450 bps and the call protection was extended from six months.

The company’s $2.35 billion of incremental senior secured bank debt (BB-) also includes a $350 million revolver due Oct. 18, 2018.

Bank of America Merrill Lynch, J.P. Morgan Securities LLC, Deutsche Bank Securities Inc., Fifth Third, HSBC Securities (USA) Inc. and PNC Capital Markets are leading the deal.

Scientific Games term B levels

Meanwhile, Scientific Games’ existing $2,289,000,000 senior secured term loan B due Oct. 18, 2020 was quoted at 99 1/8 bid, 99 3/8 offered in the secondary, the trader remarked.

The existing term loan B as well as the existing $300 million senior secured revolver due Oct. 18, 2018 are being amended to allow for the incremental debt.

The amendment includes a pricing increase on the existing term loan B to Libor plus 500 bps with a 1% Libor floor so that it matches the term loan B-2 pricing, and the existing B loan is getting the 101 soft call protection for one year as well.

During the amendment negotiation process, the term loan B pricing was changed from 25 bps lower than the final spread on the term loan B-2 and the call protection was extended from six months.

Lenders are getting a 25 bps amendment fee.

Scientific Games buying Bally

Proceeds from Scientific Games’ new bank debt, an expected notes sale and cash on hand will be used to fund the acquisition of Bally Technologies Inc. for $83.30 per share in cash, for a total transaction value of about $5.1 billion, including net debt of around $1.8 billion.

Closing is anticipated by year-end, subject to receipt of Bally shareholder approval, gaming regulatory approvals and other customary conditions.

Scientific Games is a New York-based developer of technology-based products and services and associated content for gaming and lottery markets. Bally Technologies is a Las Vegas-based provider of games, table game products, systems, mobile and iGaming services to gaming operators.

Aecom starts trading

Aecom Technology’s credit facility broke as well, with the $1,187,500,000 seven-year covenant-light term loan B seen at 99¾ bid, par 1/8 offered, a trader remarked.

Pricing on the term loan is Libor plus 300 bps with a 0.75% Libor floor and it was sold at an original issue discount of 99½. There is 101 soft call protection for one year.

Recently, the term loan B was downsized from $1,262,500,000, the spread was reduced from Libor plus 325 bps, the call protection was extended from six months and the 18-month MFN sunset was eliminated.

Bank of America Merrill Lynch, MUFG Union Bank, Scotia Bank, BNP Paribas Securities Corp. and J.P. Morgan Securities LLC are leading the deal (Ba1/BB+) that also includes a $1,925,000,000 term loan A, upsized from $1.85 billion with the term loan B downsizing, a $1.05 billion revolver and a $500 million incremental performance letter-of-credit facility.

Aecom funding acquisition

Proceeds from Aecom’s credit facility and $1.6 billion of senior unsecured notes will be used to finance the cash consideration of the acquisition of URS Corp. and to refinance some existing debt at Aecom and URS. The transaction is valued at about $6 billion, including the assumption of URS debt.

URS stockholders will receive per share consideration equal to $33.00 in cash and 0.734 of a share of Aecom common stock. The stockholders may elect to receive all cash or all stock consideration, and the election will be subject to a customary proration mechanism to achieve an aggregate consideration mix of about 59% cash and 41% Aecom common shares.

Closing is expected in October, subject to approvals from both companies’ stockholders, regulatory approvals and customary conditions. It is not conditioned on financing.

Aecom is a Los Angeles-based engineering design firm. URS is a San Francisco-based provider of engineering, construction and technical services.

PGT hits secondary

PGT’s credit facility freed up too, with the $200 million seven-year covenant-light term loan B quoted at 99½ bid, a market source said.

Pricing on the term loan B is Libor plus 425 bps with a 1% Libor floor and it was sold at an original issue discount of 99. There is 101 soft call protection for one year.

Earlier this week, the spread on the B loan was cut from Libor plus 475 bps and the call protection was extended from six months.

The company’s $235 million credit facility (B2/BB-) also includes a $35 million five-year revolver.

Deutsche Bank Securities Inc. and KeyBanc Capital Markets Inc. are leading the deal that will be used with cash on hand to fund the acquisition of CGI Windows & Doors Holdings Inc. for roughly $111 million from Cortec Group Fund IV LP, to refinance existing debt and for working capital and general corporate purposes.

Closing is expected in September, subject to customary conditions.

PGT is a North Venice, Fla.-based manufacturer and supplier of residential impact-resistant windows and doors. CGI is a Miami-based manufacturer of impact-resistant windows and doors.

York Risk reworked

Switching to the primary, York Risk Services trimmed pricing on its $555 million seven-year covenant-light term loan B to Libor plus 375 bps from Libor plus 400 bps, set the original issue discount at 99¼, the midpoint of the 99 to 99½ talk, and extended the 101 soft call protection to one year from six months, a market source said, adding that the 1% Libor floor was unchanged.

Furthermore, the company added a $60 million delayed-draw term loan to its credit facility that is priced at Libor plus 375 bps with a 1% Libor floor when funded and is available to finance an acquisition.

The now $715 million credit facility also includes a $100 million five-year revolver.

Recommitments were due at 5 p.m. ET on Wednesday, the source added.

Bank of America Merrill Lynch, Morgan Stanley Senior Funding Inc., RBC Capital Markets, Barclays, BMO Capital Markets and Nomura are leading the deal that will be used with $270 million of notes to help fund the $1,325,000,000 buyout of the company by Onex Corp. from ABRY Partners.

York Risk is a Parsippany, N.J.-based provider of risk management, claims management and managed care services.

Celanese flexes down

Celanese trimmed the spread on its up to $728 million and up to €178 million term loan C-3 (Baa3/BBB) due in October 2018 to Libor/Euribor plus 225 bps from Libor/Euribor plus 250 bps, according to a market source, who said the debt still has no Libor floor.

The term loan C-3 will be used to extend the maturity on existing term loan C-2 debt by two years.

Lenders are being offered a 5 bps extension fee and a boost in pricing from the current term loan C-2 rate of Libor/Euribor plus 200 bps.

Recommitments are due at noon ET on Thursday, the source added.

Deutsche Bank Securities Inc. is leading the deal.

Along with the term loan amendment and extension, Celanese, a Dallas-based chemicals company, expects to extend the maturity date of its revolver and increase the size to up to $900 million from $600 million.

Intrawest tweaks offer price

Intrawest Resorts revised the original issue discount on its $60 million add-on term loan to 99 7/8 from 99½, a market source remarked.

Pricing on the add-on is Libor plus 450 bps with a 1% Libor floor, which matches the existing term loan.

Bank of America Merrill Lynch is leading the deal that will be used to fund the C$58 million acquisition of the 50% interest in Blue Mountain Ski Resort in Ontario that IntraWest does not already own from Blue Mountain Resorts Holdings Inc.

Closing is expected by the end of this month.

Intrawest is a Denver-based mountain resort and adventure company.

Micro Focus launches

Also in the primary, Micro Focus held its bank meeting on Wednesday, and with the event, price talk on its term loan B and term loan C was released, according to a market source.

The $1.35 billion seven-year covenant-light term loan B is talked at Libor plus 325 bps with a 1% Libor floor and an original issue discount of 99, and the $500 million five-year covenant-light term loan C is talked at Libor plus 300 bps with a 0.75% Libor floor and a discount of 99½, the source said, adding that both term loans have 101 soft call protection for six months.

The company’s $2 billion senior secured credit facility (B1) also includes a $150 million five-year revolver.

Commitments are due on Sept. 29, the source added.

Bank of America Merrill Lynch, HSBC Securities (USA) Inc., RBC Capital Markets, Goldman Sachs Bank USA and Credit Suisse Securities (USA) LLC are leading the deal.

Micro Focus merging

Proceeds from Micro Focus’ credit facility will be used to help fund its merger with the Attachmate Group, under which, Micro Focus will acquire the entire issued share capital of the Attachmate Group, in exchange for the issue of about 86.6 million ordinary shares to Attachmate’s parent company, Wizard Parent LLC.

Based on Micro Focus’ closing share price as at Sept. 12 of 842.5p, the value of the shares to be allotted to Wizard is around £729.6 million, which together with net debt of Attachmate as at July 31 of $1,165,800,000 gives an enterprise value to the transaction of $2,349,800,000 before costs.

Closing is expected on Nov. 3, subject to customary conditions, including Micro Focus shareholder approvals and regulatory approvals under the Hart-Scott-Rodino Act.

Micro Focus is a software provider with U.S. headquarters in Rockville, Md., and U.K. headquarters in Newbury, Berkshire. Attachmate, currently owned by Francisco Partners, Golden Gate Capital, Elliott Management and Thoma Bravo, is a Houston-based software holding company.

AVG discloses guidance

AVG Technologies came out with talk of Libor plus 375 bps (subject to leverage-based step-downs) with a 1% Libor floor, an original issue discount of 99 and 101 soft call protection for six months on its $250 million six-year term loan B that launched with an afternoon bank meeting, according to a market source.

The company’s $300 million senior secured credit facility (B1/BB) also includes a $50 million five-year revolver.

Commitments are due on Sept. 26, the source said.

Morgan Stanley Senior Funding Inc. and HSBC Securities USA Inc. are leading the deal that will be used to help fund the acquisition of Location Labs, an Emeryville, Calif.-based mobile security company, for about $140 million initially, plus up to roughly $80 million in cash consideration over the next two years, and for general corporate purposes, including future potential acquisitions.

Closing is expected in the fourth quarter.

AVG is an online security company with headquarters in Amsterdam and San Francisco.

Capstone reveals talk

Capstone Logistics LLC launched with a bank meeting its $182.5 million seven-year first-lien term loan (B2/B) with talk of Libor plus 450 bps to 475 bps with a 1% Libor floor, an original issue discount of 99 and 101 soft call protection for six months, according to a market source.

The company’s $277.5 million senior secured credit facility also includes a $30 million five-year revolver (B2/B) and a $65 million eight-year second-lien term loan (Caa2/CCC+) that was privately placed.

Commitments are due on Oct. 1, the source said.

Goldman Sachs Bank USA, BNP Paribas Securities Corp. and Fifth Third Securities Inc. are leading the deal that will be used to help fund the buyout of the company by Jordan Co.

Capstone is a Peachtree Corners, Ga.-based performance workgroup partner.

Sedgwick floats OID

Sedgwick held its call, launching its $190 million add-on second-lien term loan with original issue discount talk in the 97½ area, a market source said.

The add-on is priced at Libor plus 575 bps with a 1% Libor floor, in line with the existing second-lien term loan, and all of the debt will get call protection of 102 for one year and 101 for the following year, the source said.

Commitments are due on Sept. 26.

UBS Securities LLC, KKR Capital Markets and MCS Capital Markets are leading the deal that will be used to fund the acquisition of T&H Global Holdings LLC.

Sedgwick is a Memphis, Tenn.-based provider of technology-enabled claims and productivity management services.

Pilot Travel coming soon

Pilot Travel Centers set a bank meeting for 2 p.m. ET on Thursday to launch a $4.45 billion credit facility, according to a market source.

The facility consists of a $2.25 billion term loan B, a $1.2 billion five-year term loan A and a $1 billion five-year revolver, the source said.

Bank of America Merrill Lynch and Wells Fargo Securities LLC are leading the deal.

Pilot, a Knoxville, Tenn.-based operator of travel centers and travel plazas, will use the new credit facility to refinance existing debt and fund a dividend.

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