Hudson's Bay first-lien loan, Catalina Marketing, rue21 free to trade; Learfield tweaks deal

By Sara Rosenberg

New York, Oct. 7 - Hudson's Bay Co.'s first-lien term loan hit the secondary market on Monday with levels seen above its original issue discount price, and Catalina Marketing Corp. and rue21 inc. broke as well.

Over in the primary, Learfield Communications Inc. tightened spreads and original issue discounts on its first- and second-lien term loans, and Neiman Marcus Group Ltd. Inc. and Seminole Tribe of Florida disclosed price talk on their deals with launch.

In addition, timing came out on Dole Food Co. Inc.'s buyout financing credit facility, and Omnitracs Inc. emerged with new deal plans.

Hudson's Bay first-lien trades

Hudson's Bay $2 billion seven-year first-lien senior secured term loan B (B1/BB) began trading on Monday, with levels quoted by one trader at 99 5/8 bid, par offered, and by a second trader as wrapped around par.

Pricing on the first-lien term loan B is Libor plus 375 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 B loan was upsized from $1.9 billion, pricing firmed at the tight end of revised talk of Libor plus 375 bps to 400 bps but up from initial talk of Libor plus 325 bps to 350 bps, and call protection was extended from six months.

The company's roughly $4 billion credit facility also includes a C$750 million ABL revolver, a $950 million ABL revolver and a $300 million eight-year second-lien term loan (B-).

Talk on the second-lien term loan, which was added to the capital structure last week, is Libor plus 750 bps to 775 bps with a 1% Libor floor, an original issue discount of 99 and call protection of 103 in year one, 102 in year two and 101 in year three.

Allocations on the second-lien loan are expected to go out on Tuesday, a source added.

Hudson's lead banks

Bank of America Merrill Lynch and RBC Capital Markets are leading Hudson's Bay credit facility that will be used to help fund the acquisition of Saks Inc. for $16.00 per share in an all-cash transaction valued at about $2.9 billion, and to refinance some existing debt.

Other funds for the transaction will come from $1 billion of equity, including $500 million from Ontario Teachers' Pension Plan and $250 million from West Face Capital Inc.

When the first-lien term loan B was upsized and the second-lien loan tranche was added, the company eliminated plans for a $400 million senior notes offering.

Closing is expected by year-end, subject to approval by Saks shareholders, regulatory approvals and other customary conditions.

Leverage will be around 5.7 times.

Hudson's Bay is an Ontario-based operator of department stores. Saks is a New York-based retailer of clothes and accessories for men, women, children and the home.

Catalina hits secondary

Catalina Marketing's $790 million term loan also freed up, with levels quoted at 99 3/8 bid, 99 7/8 offered, according to a market source.

Pricing on the term loan 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 six months.

During syndication, the size of the loan firmed at the wide end of the revised talk of $775 million to $790 million but down from initial talk of $955 million, and the spread came at the high end of the revised Libor plus 400 bps to 425 bps talk and up from initial talk of Libor plus 350 bps to 375 bps.

Bank of America Merrill Lynch, J.P. Morgan Securities LLC, SunTrust Robinson Humphrey Inc., BMO Capital Markets and GE Capital Markets are leading the deal that will be used to refinance existing debt, although the company will be leaving some opco notes in place due to the earlier downsizing to the loan.

Catalina Marketing is a St. Petersburg, Fla.-based provider of precision marketing services.

rue21 tops OID

rue21's $538.5 million seven-year term loan B emerged in the secondary too, with levels seen around 83 bid, according to a market source.

Pricing on the loan is Libor plus 462.5 bps with a 1% Libor floor and it was sold at a discount of 811/2. The debt includes 101 soft call protection for one year.

During syndication, the loan size was reduced from a revised amount of $544 million but increased from an initial amount of $533 million, the spread firmed from initial talk of Libor plus 450 bps to 475 bps, the discount finalized from revised talk of 80 to 82 and initial talk of 99 and the call protection was extended from six months.

J.P. Morgan Securities LLC and Bank of America Merrill Lynch are the co-lead arrangers and bookrunners with Goldman Sachs Bank USA on the deal.

Proceeds from the $688.5 million credit facility, which also includes a $150 million five-year asset-based revolver, will be used to help fund the buyout of the Warrendale, Pa.-based retailer of girls and guys apparel and accessories by Apax Partners for $42.00 per share, or about $1.1 billion.

Closing on the buyout is expected this month.

Learfield flexes lower

Moving to the primary, Learfield Communications cuts pricing on its $215 million seven-year covenant-light first-lien term loan (B2/B+) to Libor plus 400 bps from Libor plus 425 bps, added a step-down to Libor plus 375 bps at 4 times first-lien leverage and revised the original issue discount to 99½ from 99, according to a market source. The 1% Libor floor and 101 soft call protection for six months were unchanged.

As for the $85 million eight-year covenant-light second-lien term loan (Caa2/CCC+), pricing was trimmed to Libor plus 775 bps from Libor plus 825 bps and the discount was changed to 99 from 981/2, while the 1% floor and hard call protection of 102 in year one and 101 in year two were left intact, the source said.

The company's $330 million credit facility also includes a $30 million revolver.

Recommitments are due at noon ET on Tuesday with allocations expected thereafter, the source added.

Deutsche Bank Securities Inc. and GE Capital Markets are leading the deal that will be used to help fund the buyout of the Jefferson City, Mo.-based college sports multimedia rights marketing company by Providence Equity.

Neiman Marcus reveals talk

Neiman Marcus held its bank meeting on Monday afternoon, and with the event, talk on its $3.75 billion credit facility was announced, according to market sources.

The $2.95 billion seven-year first-lien covenant-light term loan (B2/B) is talked at Libor plus 350 bps to 375 bps with a 1% Libor floor, an original issue discount of 99 and 101 soft call protection for six months, sources said.

And, the $800 million five-year ABL revolver is talked with pricing ranging from Libor plus 125 bps to 175 bps based on utilization, sources continued.

Credit Suisse Securities (USA) LLC, RBC Capital Markets, Deutsche Bank Securities Inc., Goldman Sachs Bank USA and Morgan Stanley Senior Funding Inc. are the bookrunners on the term loan, and Deutsche Bank, Credit Suisse, RBC, Bank of America Merrill Lynch, GE Capital Markets, J.P. Morgan Securities LLC, Wells Fargo Securities LLC, BMO Capital Markets, SunTrust Robinson Humphrey Inc. and UBS Securities LLC are the bookrunners on the revolver.

Neiman being acquired

Proceeds from Neiman Marcus' credit facility, $1.56 billion of senior notes, about $1.6 billion of equity and $62 million in cash on hand will fund its $6 billion buyout by Ares Management LLC and Canada Pension Plan Investment Board from TPG and Warburg Pincus.

With the buyout, the company's existing credit facility will be repaid, but its 7 1/8% senior debentures due 2028 are expected to remain outstanding.

Closing is expected in the fourth quarter, subject to regulatory approvals and other customary conditions.

Commitments for the new credit facility are due on Oct. 16.

Neiman Marcus is a Dallas-based luxury retailer.

Seminole Tribe guidance

Seminole Tribe of Florida came out with talk of Libor plus 200 bps to 225 bps with no Libor floor and an offer price of 99¾ to par on its $395 million four-year term loan B-2 that launched with a call in the afternoon, according to a market source.

As previously reported, the loan has 101 soft call protection for six months.

Bank of America Merrill Lynch and J.P. Morgan Securities LLC are leading the deal that will be used to refinance series 2010 bonds.

In connection with the new debt, the company is seeking an amendment to its existing credit facility to allow for future shorter dated tranches as long as they mature after the term loan B-2.

Amendment consents are due at 5 p.m. ET on Thursday, while commitments for the B-2 loan are due at noon ET on Friday, the source remarked.

Seminole Tribe of Florida is a Hollywood, Fla.-based Indian tribe that owns and operates gaming and resort facilities throughout Florida.

Dole timing surfaces

Dole Foods revealed timing on the launch of its $825 million senior secured credit facility, with the bank meeting set to take place at 1 p.m. ET on Wednesday, according to market sources.

The facility consists of a $150 million five-year ABL revolver and a $675 million seven-year covenant-light term loan B.

Official price talk on the deal is not yet out, sources said, however, based on filings with the Securities and Exchange Commission, pricing on the revolver is expected at Libor plus 175 bps with a 37.5 bps unused fee, and the term loan B is expected at Libor plus 375 bps with a 1% Libor floor and 101 soft call protection for one year.

Deutsche Bank Securities Inc., Bank of America Merrill Lynch and Scotia Capital are leading the deal that will be used an expected $325 million senior notes offering and $200 million of equity to fund the company's buyout by chairman and chief executive officer David H. Murdock for $13.50 in cash per share, or about $1.6 billion.

Closing is expected in the fourth quarter.

Dole is a Westlake Village, Calif.-based fruit and vegetables company.

Omnitracs readies deal

Omnitracs scheduled a bank meeting for 2 p.m. ET on Thursday to launch a $420 million senior secured credit facility, according to a market source.

The facility consists of a $30 million five-year revolver, a $290 million seven-year first-lien term loan B and a $100 million 71/2-year second-lien term loan, the source said.

RBC Capital Markets, Credit Suisse Securities (USA) LLC and Guggenheim Corporate Funding are leading the deal that will be used to help fund the $800 million buyout of the company by Vista Equity Partners from Qualcomm Inc.

Closing is expected during the first quarter of Qualcomm's fiscal 2014, subject to clearance under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and other customary conditions.

Omnitracs is a San Diego-based provider of satellite and terrestrial-based connectivity and position location services to transportation and logistics companies.

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