AES, infoGROUP, LabelCorp, Exopack, Xerium break; Butler Animal, Springs Window tweak deals

By Sara Rosenberg

New York, May 25 - AES Corp. firmed pricing on its term loan B at the low end of guidance and then proceeded to free the deal up for trading, and infoGROUP Inc., LabelCorp (York Label), Exopack Holdings Corp. and Xerium Technologies Inc. hit the secondary as well.

Over in the primary, Butler Animal Supply LLC shifted funds between its term debt tranches and reduced the Libor floor on the B loan, and Springs Window Fashions LLC raised pricing and the original issue discounts on its term loans, and the second-lien Libor floor and call protection were sweetened, too.

Furthermore, Smart & Final Inc. pulled its deal from market, price talk on Bass Pro Shops, Ducommun Inc. and Medpace Inc. surfaced, Surgical Care Affiliates details came out, and Silgan Holdings Inc. set timing on the launch of its term loan B.

AES sets spread

AES finalized pricing on its $1.05 billion seven-year covenant-light term loan B (Ba1/NA/BB+) at Libor plus 325 basis points, the tight end of the Libor plus 325 bps to 350 bps talk, according to a market source.

As before, the loan has a 1% Libor floor, an original issue discount of 99½ and 101 soft call protection for one year.

Proceeds will be used to help fund the acquisition of DPL Inc., the parent company of the Dayton Power & Light Co., for $3.5 billion in cash, plus the assumption of $1.2 billion of net debt.

Other funds for the transaction are expected to come from $1 billion of senior unsecured notes at AES and $1.25 billion of senior unsecured notes at DPL Inc.

AES begins trading

After firming up pricing, AES saw its term loan B head into the secondary market, with levels quoted at 99¾ bid, par ¼ offered on the break and then it moved to 99 7/8 bid, par 1/8 offered.

Bank of America Merrill Lynch, J.P. Morgan Securities LLC and Morgan Stanley & Co. Inc. are the lead banks on the deal.

Closing on the term loan is expected to occur during the week of June 6, even though completion of the DPL acquisition isn't expected to occur until late 2011 or early 2012, subject to approval by DPL's shareholders and receipt of certain regulatory approvals.

AES is an Arlington, Va.-based generator and distributor of electricity. DPL is a Dayton, Ohio-based power supplier.

infoGROUP hits secondary

Also breaking was infoGROUP's credit facility, with the $410 million seven-year term loan B quoted at 99¼ bid, 99 5/8 offered, according to a trader.

Pricing on the B loan is Libor plus 425 bps with a 1.5% Libor floor, and it was sold at an original issue discount of 99. There is 101 soft call protection for one year.

During syndication, pricing on the term loan B was increased from Libor plus 375 bps, the floor widened from 1.25% and the discount firmed at the wide end of the 99 to 99½ talk.

The company's $460 million deal (B1/B+), which also has a $50 million five-year revolver and is being led by Bank of America Merrill Lynch, will be used to refinance existing debt and fund a dividend.

infoGROUP is an Omaha, Neb.-based provider of data-driven and interactive resources for targeted sales, marketing and research services.

LabelCorp frees up

LabelCorp's credit facility emerged in the secondary as well, with the $160 million six-year first-lien term loan B (Ba3/B+) quoted at 99½ bid, par ¼ offered, according to a trader.

Pricing on the first-lien term loan, which was upsized from $150 million, is Libor plus 475 bps, after firming at the high end of the Libor plus 450 bps to 475 bps talk, with a 1.5% Libor floor, and it was sold at an original issue discount of 99. There is 101 soft call protection for one year.

The company's $275 million senior secured deal also provides for a $25 million five-year revolver (Ba3/B+) and a $90 million 61/2-year second-lien term loan (Caa1/CCC+).

Pricing on the second-lien, which was cut from $100 million, is Libor plus 1,050 bps plus 100 bps PIK, flexed up from Libor plus 850 bps, with a 1.5% floor that firmed at the tight end of 1.5% to 1.75% talk. The discount was 98½ and call protection is 103 in year one, 102 in year two and 101 in year three.

Bank of America Merrill Lynch and Deutsche Bank Securities Inc. are the leading the refinancing deal for the Omaha, Neb.-based provider of labeling technologies.

Exopack breaks

Yet another deal to start trading on Wednesday was Exopack, with its $350 million six-year covenant-light term loan quoted at 99¾ bid, par offered on the open and then it moved to 99 7/8 bid, par 3/8 offered.

Pricing on the term loan, which was reduced from $400 million, is Libor plus 500 bps, after being increased from Libor plus 450 bps during syndication. There is a 1.5% Libor floor and 101 soft call protection for one year, and the debt was sold at an original issue discount of 991/2.

The company's $425 million credit facility also includes a $75 million five-year ABL revolver.

Bank of America Merrill Lynch and Goldman Sachs & Co. are the lead banks on the deal.

Exopack dividend recap

Proceeds from Exopack's credit facility, along with $235 million of senior notes that were upsized from $225 million, will be used to repay all outstanding borrowings under its existing revolver, purchase any and all of its outstanding 11¼% senior notes due 2014 and pay a dividend to stockholders.

As a result of the $40 million downsizing to the amount of financing that the company is getting, the dividend payment was reduced.

Prior to the changes, the term loan was rated B1/B and the notes were rated Caa1/CCC+.

Exopack is a Spartanburg, S.C.-based full-service paper and plastic flexible packaging products manufacturer.

Xerium trades atop OID

Xerium's $120 million term loan broke for trading at par 5/8 bid, 101 1/8 offered late in the day, according to a trader, well above the loan's original issue discount of 991/2.

The company's roughly $285 million senior secured credit facility (Ba2/BB-) also provides for a $40 million revolver and an €87 million term loan.

Pricing on the term loans is Libor/Euribor plus 425 bps with a step-down to Libor/Euribor plus 400 bps after one year from closing, when secured leverage is less than 1.75 times. There is a 1.25% Libor floor and 101 soft call protection for one year. The euro loan was also issued at a discount of 991/2.

During syndication, pricing on the U.S. term loan firmed at the tight end of talk of Libor plus 425 bps to 450 bps, pricing on the euro term loan was reduced from talk of Euribor plus 450 bps to 475 bps and, on both term loans, the step-down was added and the Libor floor was reduced from 1.5%.

Citigroup Global Markets Inc. and Jefferies & Co. are leading the deal that will be used by the Raleigh, N.C.-based manufacturer of industrial textiles and rolls to refinance existing bank debt.

Butler reworks deal

Moving to the primary, Butler Animal Supply increased its term loan A to $100 million from $75 million and decreased its term loan B to $216 million from $241 million, according to a market source.

Pricing on the term loan B is Libor plus 325 bps with a 1.25% Libor floor, which was lowered from 1.5%, and a par offer price that firmed at the tight end of the 99¾ to par talk. There is 101 soft call protection for one.

Pricing on the term loan A, as well as on a $50 million revolver, is Libor plus 300 bps with no Libor floor.

Recommitments were due at 3 p.m. ET on Wednesday and closing is expected to occur Thursday.

J.P. Morgan Securities LLC is the lead bank on the $366 million credit facility (B1/BB-) that will be used by the Dublin, Ohio-based companion animal health distribution company to refinance existing bank debt.

Springs Window flexes

Also coming out with revisions was Springs Window Fashions, a manufacturer of blinds, shades and drapery hardware, as it lifted pricing on its first-and second-lien term loans, widened original issue discounts and beefed up the second-lien's Libor floor and call protection, according to a market source.

The $300 million six-year first-lien term loan (B1/B) is priced at Libor plus 450 bps with a 1.5% Libor floor, an original issue discount of 98 and 101 soft call protection for one year, the source remarked. The spread was increased from talk of Libor plus 400 bps to 425 bps and the discount was moved from 99.

And, the $125 million seven-year second-lien loan (Caa1/CCC+) is priced at Libor plus 925 bps with a 2% floor, a discount of 97 and call protection of 103 in years one and two, 102 in year three and 101 in year four, the source said. Original talk had been Libor plus 775 bps to 800 bps with a 1.5% to 1.75% floor, a discount of 98½ and call protection of 103 in year one, 102 in year two and 101 in year three.

J.P. Morgan Securities LLC is leading the $475 million credit facility, which includes a $50 million five-year revolver (B1/B), and will be used to refinance existing debt and fund a dividend.

Smart & Final cancels deal

Smart & Final removed its $400 million of first- and second-lien term loans from market, with no reason cited for the decision, according to a market source.

The debt consisted of a $325 million covenant-light seven-year first-lien term loan (B3/B-) talked at Libor plus 500 bps with a 1.25% Libor floor and an original issue discount of 99, and a $75 million covenant-light 71/2-year second-lien term loan (Caa2/CCC) talked at Libor plus 875 bps with a 1.25% floor and a discount of 981/2.

There was 101 soft call protection for one year on the first-lien term loan and call protection of 103 in year one, 102 in year two and 101 in year three on the second-lien loan.

Smart & Final lead banks

Credit Suisse Securities (USA) LLC and Deutsche Bank Securities Inc. were acting as the joint lead arrangers and bookrunners on Smart & Final's credit facility, and Morgan Joseph was a co-manager.

In addition to the term loans, the company was getting a $125 million ABL revolver (Ba2/B+) led by Bank of America Merrill Lynch.

Proceeds were going to be used to refinance existing debt and pay a dividend to shareholders.

Following completion of the transaction, leverage through the first-lien would have been 3.2 times, and total leverage would have been 3.9 times.

Smart & Final is a Commerce, Calif.-based operator of food and restaurant supply stores.

Bass Pro reveals guidance

In more primary happenings, Bass Pro Shops launched its $825 million term loan B (BB-) on Wednesday, and with the launch, price talk of Libor plus 325 bps to 350 bps with a 1% to 1.25% Libor floor and an original issue discount of 99½ was announced, according to a market source.

Bank of America Merrill Lynch and J.P. Morgan Securities LLC are the lead banks on the deal that will be used to refinance an existing term loan, redeem preferred stock and common units and fund a dividend.

The existing term loan was obtained early last year by the Springfield, Mo.-based outdoor retailer at pricing of Libor plus 350 bps with a 1.5% Libor floor and was sold at an original issue discount of 99.

Ducommun floats talk

Ducommun started telling lenders that its $230 million senior secured credit facility is being talked at Libor plus 400 bps with a 1.25% Libor floor and that the term loan B tranche will be offered at an original issue discount of 99, according to a market source.

The company's $40 million five-year revolver and $190 million six-year term loan B will officially launch with a bank meeting on Thursday that has a 10:30 a.m. ET start time and is being held at the Waldorf Astoria in New York.

Price talk came out higher than what the company had outlined in filings with the Securities and Exchange Commission. Those filings had the tranches expected at Libor plus 325 bps with a 1.25% Libor floor, or at Libor plus 350 bps if corporate credit/family ratings are less than B1 or less than B+.

UBS Securities LLC and Credit Suisse Securities (USA) LLC are the joint lead arrangers and bookrunners on the deal, with UBS the administrative agent and left lead.

Ducommun plans notes

In addition to the new credit facility, Ducommun is expected to issue $200 million of senior unsecured notes. This offering is backed by a commitment for a $200 million senior unsecured bridge loan with pricing of Libor plus 675 bps if ratings are B3/B- and Libor plus 750 bps if ratings are lower, with a 1.25% Libor floor.

Proceeds will be used to fund the acquisition of LaBarge Inc. for $19.25 per share in cash, or $310.3 million, refinance existing debt at both companies and put cash on the balance sheet.

Closing is expected to take place in the second quarter, subject to approval of LaBarge shareholders and certain other customary conditions, including expiration of applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976.

Ducommun is a Carson, Calif.-based provider of engineering and manufacturing services to the aerospace and defense industry. LaBarge is a St. Louis-based supplier of electronics manufacturing services.

Medpace pricing surfaces

Price talk on Medpace's $285 million term loan came out on Wednesday, a day after the deal's official launch, at Libor plus 400 bps with a 1.5% Libor floor and an original issue discount of 99, according to a market source.

The Cincinnati-based research-based drug development company's $335 million credit facility (B2/B+) also includes a $50 million revolver.

Jefferies & Co., Barclays Capital Inc., Bank of America Merrill Lynch and SunTrust Robinson Humphrey Inc. are the lead banks on the deal and are asking for commitments by June 8.

Proceeds will be used to help fund the buyout of the company by CCMP Capital Advisors LLC from management.

Senior leverage is 4.5 times.

Surgical launches add-on

Surgical Care Affiliates, a Birmingham, Ala.-based operator of ambulatory surgical centers and surgical hospitals, held its lender call on Wednesday, and with the launch, investors discovered that the company is looking to get a $100 million incremental term loan B (Ba3/B), according to a market source.

The incremental B loan is being talked at Libor plus 400 bps with a 1.5% Libor floor, an original issue discount of 99 and 101 soft call protection for one year, the source said.

Proceeds will be used to help fund the acquisition of ambulatory surgery centers.

J.P. Morgan Securities LLC is the lead bank on the deal.

Surgical Care amend, extend

Along with the incremental debt, Surgical Care Affiliates is looking to amend and extend its existing credit facility, the source remarked.

Specifically, the company is asking to extend its existing $341.7 million covenant-light term loan B to 2017 from 2014 at pricing of Libor plus 400 bps versus non-extended pricing of Libor plus 200 bps. The loan will have 101 soft call protection for one year.

Also, the company wants to extend its $125 million revolver to 2016 from 2013 at pricing of Libor plus 350 bps, compared to non-extended pricing of Libor plus 175 bps, the source added.

Lenders are being offered a 25 bps amendment fee.

Commitments are due on June 6.

Silgan B loan timing

Silgan Holdings set a bank meeting for June 7 to launch its proposed $2.3 billion seven-year term loan B, according to a market source, who said that the company's $800 million five-year revolver and $900 million six-year term loan A were already launched to banks and have a commitment deadline of this Thursday.

Price talk on the revolver and term loan A is Libor plus 250 bps, in line with what the company had outlined in filings with the SEC, while talk on the term loan B is still to be determined, the source continued. Based on the filings, the B loan is expected at Libor plus 325 bps with a 1% Libor floor and should include 101 soft call protection for one year.

Deutsche Bank Securities Inc., Bank of America Merrill Lynch, Citigroup Global Markets Inc. and Wells Fargo Securities LLC are leading the $4 billion senior secured credit facility (Ba1/BBB-).

Proceeds will help fund the acquisition of Graham Packaging Co. Inc. for 0.402 shares of Silgan common stock and $4.75 in cash per share. The total enterprise value, including net debt, is $4.1 billion.

Silgan selling bonds

Other funds for Silgan's acquisition of Graham are expected to come from $400 million of senior subordinated unsecured notes that are backed by a $400 million bridge loan priced at Libor plus 625 bps with a 1.5% Libor floor. The spread will increase by 50 bps at the end of each three-month period.

The company also has the ability to issue $500 million of senior unsecured notes if it has to repurchase any of Graham Packaging's 8¼% senior unsecured notes. The $500 million bridge loan backing these notes is priced at Libor plus 550 bps, increasing by 50 bps at the end of each three-month period. There is a 1.5% Libor floor.

Closing is expected in the third quarter, subject to the approval by both companies' shareholders, receipt of applicable regulatory approvals and the satisfaction of customary conditions.

Silgan is a Stamford, Conn.-based manufacturer of consumer goods packaging products. Graham is a York, Pa.-based supplier of plastic containers.

Emergency Medical closes

In other news, the buyout of Emergency Medical Services Corp. by Clayton, Dubilier & Rice LLC was completed, according to a POS AM filed with the SEC.

To help fund the transaction, Emergency Medical got a new $1.79 billion facility, comprised of a $350 million ABL revolver priced at Libor plus 250 bps with no Libor floor and a $1.44 billion term loan B (B1/B+) priced at Libor plus 375 bps with a 1.5% Libor floor. The B loan was sold at 99½ and has 101 soft call protection for one year.

During syndication, pricing on the term B was reduced from Libor plus 400 bps and the call protection was added. Also, initially the tranche was expected to be sized at $1.375 billion, but it was increased prior to launch to account for a small acquisition.

Deutsche Bank Securities Inc., Barclays Capital Inc., Bank of America Merrill Lynch, Morgan Stanley & Co. Inc., RBC Capital Markets LLC, UBS Investment Bank, Natixis and Citigroup Global Markets Inc. led the deal for the Greenwood Village, Colo.-based provider of health care transportation services and outsourced physician services.

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