Wilsonart, Wall Street, Garda, BWAY, Hyland, MRC free up; Kronos updates sizes, pricing

By Sara Rosenberg

New York, Oct. 24 - Wilsonart International Holdings LLC, Wall Street Systems (WSS Delaware Inc.), Garda World Security Corp., BWAY Parent Co. Inc., Hyland Software Inc. and MRC Global Inc. (McJunkin Red Man Corp.) made their way into the secondary market on Wednesday, and Revel Entertainment Group LLC's term loan B retreated in trading.

Over in the primary, Kronos Inc. made some changes to its credit facility, including moving funds between the term loan tranches, setting coupons at the high end of talk and tightening the original issue discount on the first-lien loan.

Also, Smart & Final Holdings Corp., Sirius Computer Solutions Inc. and Kinetic Concepts Inc. released guidance with launch, Metals USA Inc. announced plans for a new term loan and revealed price talk ahead of its upcoming bank meeting, and timing on Tempur-Pedic International Inc. and CHG Healthcare Services emerged.

Wilsonart starts trading

Wilsonart's credit facility broke for trading on Wednesday, with the $725 million term loan quoted at 99¾ bid, par ½ offered, according to a market source.

Pricing on the term loan is Libor plus 425 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.

Recently, the loan was upsized from $425 million as plans for a $300 million bond offering were canceled. At that time, price talk had moved up to Libor plus 425 bps to 450 bps from Libor plus 375 bps to 400 bps, and shortly before allocating, the coupon finalized at the tight end of the revised talk.

The company's $900 million credit facility (B2/B+) also includes a $175 million revolver.

Deutsche Bank Securities Inc., Barclays, Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, Goldman Sachs Bank USA, Morgan Stanley Senior Funding Inc. and UBS Securities LLC are leading the deal.

Wilsonart being acquired

Proceeds from Wilsonart's credit facility will be used to fund Clayton, Dubilier & Rice, LLC's acquisition of a 51% stake in the company, which is a newly formed subsidiary of Illinois Tool Works Inc.

As part of the transaction, Clayton, Dubilier & Rice will provide a $395 million equity investment, and Illinois Tool Works will receive about $1.05 billion of cash proceeds from the equity and bank debt while retaining a 49% equity interest in the company.

The equity investment will be in the form of 10% cumulative convertible participating preferred units.

Closing is expected this quarter.

Wilsonart makes decorative surfaces products. Illinois Tool Works is a Glenview, Ill.-based manufacturer of industrial products and equipment.

Wall Street breaks

Wall Street Systems' credit facility began trading too, with the $375 million seven-year first-lien term loan (B2/B) quoted at 99 bid, 99½ offered, and the $165 million 71/2-year second-lien term loan (Caa2/B-) quoted at 981/2, according to a trader.

Pricing on the first-lien term loan is Libor plus 450 bps with a 1.25% Libor floor, and it was sold at an original issue discount of 981/2. There is 101 soft call protection for one year.

The second-lien term loan is priced at Libor plus 800 bps with a 1.25% Libor floor, and was sold at a discount of 98. This debt has hard call protection of 102 in year one and 101 in year two.

During syndication, the first-lien term loan was upsized from $335 million and pricing firmed at the tight end of the Libor plus 450 bps to 475 bps talk, and the second-lien term loan was upsized from $140 million with pricing firming at the low end of the Libor plus 800 bps to 825 bps guidance.

Wall Street getting revolver

Wall Street Systems' $580 million credit facility also includes a $40 million five-year revolver that had been upsized from $30 million.

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

Proceeds will be used to refinance existing debt and to fund a distribution to shareholders.

Wall Street Systems is a New York-based treasury management, foreign-exchange software and software services provider.

Garda frees up

Garda World Security's credit facility also hit the secondary market, with the $250 million seven-year term loan B quoted at par ½ bid, 101 offered on the open and then it moved to par 3/8 bid, par 7/8 offered, according to traders.

Pricing on the B loan is Libor plus 350 bps with a 1% Libor floor, and it was sold at a discount of 991/2. The debt includes 101 soft call protection for one year.

During syndication, term loan B pricing was reduced from talk of Libor plus 375 bps to 400 bps and the discount was revised from 99.

The company's $350 million secured credit facility (Ba1/BB) also provides for a $100 million five-year revolver.

Garda funding buyout

Proceeds from Garda's credit facility will be used to help fund its purchase by Apax Partners for C$12 per share in cash. The transaction is valued at C$1.1 billion, including assumed debt.

RBC Capital Markets, Bank of America Merrill Lynch, TD Securities (USA) LLC and Mizuho Securities USA Inc. are the lead banks on the deal.

Closing is expected later this year, subject to court approval and shareholder approval, which will be sought at a meeting on Wednesday.

Garda is a Montreal-based provider of security and cash logistics services.

BWAY tops OID

Another deal to break was BWAY, with its $470 million 43/4-year covenant-light term loan quoted at par bid, 101 offered, according to a market source.

Pricing on the loan is Libor plus 325 basis points with a 1.25% Libor floor, and it sold at a discount of 991/2.

The term loan B was upsized from $430 million, the spread was reduced from Libor plus 350 bps and the discount was revised from 99 during the syndication process.

The company's $620 million credit facility also includes a $150 million asset-based revolver.

Deutsche Bank Securities Inc., Bank of America Merrill Lynch and Goldman Sachs & Co. are the lead banks on the deal, with Deutsche left lead on the term loan and Bank of America left lead on the revolver.

BWAY selling notes

In addition to the credit facility, BWAY is getting $335 million of PIK toggle notes that were downsized from $375 million as a result of the term loan upsizing.

Proceeds from the new debt, along with equity, will fund Platinum Equity's acquisition of the company from Madison Dearborn Partners LLC for about $1.24 billion.

With the buyout, BWAY's existing 10% senior notes due 2018 will remain outstanding, but its existing 10 1/8%/10 7/8% senior PIK toggle notes due November 2015 will be refinanced.

Closing is expected this quarter, subject to customary conditions, including the expiration or earlier termination of the Hart-Scott Rodino waiting period.

BWAY is an Atlanta-based supplier of general line rigid containers.

Hyland hits secondary

Hyland Software's credit facility freed up as well, with the $375 million seven-year first-lien term loan quoted at par bid, par ½ offered, according to a trader.

Pricing on the loan is Libor plus 425 bps with a 1.25% Libor floor. New money commitments were offered the debt at 99½ and rollover commitments were offered the debt at par. There is 101 repricing protection for one year.

During syndication, the loan was upsized to $360 million from $320 million and then upsized again to its final amount, pricing was lowered to Libor plus 450 bps from talk of Libor plus 475 bps to 500 bps and then lowered once more, and the new money discount was changed from 99.

Upon the original first-lien loan upsizing, the company eliminated plans for a $235 million 71/2-year second-lien term loan that was talked at Libor plus 875 bps to 900 bps with a 1.25% Libor floor and a discount of 981/2, and included call protection of 103 in year one, 102 in year two and 101 in year three.

Hyland recapitalizing

Proceeds from Hyland Software's $395 million credit facility (B), which also includes a $20 million five-year revolver, will be used to fund a dividend and refinance existing debt.

Credit Suisse Securities (USA) LLC and Jefferies & Co. are leading the deal that will

Upon the first group of modifications to the transaction, plans were eliminated for a permitted change-of-control definition (pre-capitalization) that would have allowed the capital structure to stay in place if the company were to be sold and the buyer met certain leverage and equity criteria.

Hyland is a content-management services provider for middle-market enterprises.

MRC levels emerge

MRC Global freed up with its $650 million seven-year senior secured term loan B quoted at 99½ bid, par ½ offered, according to a market source.

Pricing on the loan is Libor plus 500 bps with a 1.25% Libor floor, and it was sold at an original issue discount of 99. The debt includes 101 soft call protection for one year.

Recently, term loan was cut from $750 million and pricing was raised from Libor plus 400 bps.

Goldman Sachs & Co., Bank of America Merrill Lynch, Barclays and Wells Fargo Securities LLC are the lead banks on the deal that will help refinance $861 million in outstanding 9½% senior secured notes due 2016.

As a result of the downsizing to the term loan, the company will borrow more funds under its ABL revolver for the refinancing.

MRC is a Houston-based distributor of pipe, valve, fittings and related products and services to the energy industry.

Revel falls

In other trading happenings, Revel Entertainment Group's term loan B was noticeably softer with no credit specific news seen behind the movement, according to a trader.

The term loan B was quoted at 59 bid, 61 offered, down from 60½ bid, 62½ offered, the trader said.

For reference, about two weeks ago, prior to the release of disappointing September revenue results, the term loan B was trading in the upper 70s context.

Revel is a gaming and entertainment company in Atlantic City, N.J., that commenced operations on March 28 and opened to the public on April 2.

Kronos revises deal

Moving to the primary, Kronos modified tranche sizes and updated pricing on its covenant-light first- and second-lien term loans and asked lenders for recommitments by 5 p.m. ET on Wednesday, according to a market source.

Under the changes, the seven-year first-lien term loan was increased to $1.21 billion from $1,155,000,000, pricing was set at Libor plus 425 bps, versus talk of Libor plus 400 bps to 425 bps, and the original issue discount was moved to 99½ from 99, the source remarked. The 1.25% Libor floor and 101 repricing protection for one year remained intact.

As for the 71/2-year second-lien term loan, it was trimmed to $690 million from $745 million, pricing firmed at Libor plus 850 bps, compared to earlier guidance of Libor plus 825 bps to 850 bps, and the debt is now non-callable for one year, then at 103 in year two, 102 in year three and 101 in year four, as opposed to carrying call protection of 103 in year one, 102 in year two and 101 in year three, the source continued. The 1.25% floor and original issue discount of 99 were unchanged.

Kronos lead banks

Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc. and J.P. Morgan Securities LLC are leading Kronos' $1,965,000,000 credit facility, which also provides for a $65 million five-year revolver.

Proceeds will be used to refinance debt and fund a dividend.

Kronos is a Chelmsford, Mass.-based provider of workforce management software.

Smart & Final guidance

Smart & Final held a bank meeting on Wednesday morning to launch its credit facility, and with the event price talk on its first-and second-lien term loans was released, according to a market source.

The $510 million seven-year first-lien term loan (B3) is being talked at Libor plus 450 bps to 475 bps with a 1.25% Libor floor, an original issue discount of 99 and 101 soft call protection for one year, the source said.

And, the $210 million eight-year second-lien term loan (Caa2) is being talked at Libor plus 850 bps to 875 bps with a 1.25% Libor floor, a discount of 98 to 99 and hard call protection of 102 in year one and 101 in year two, the source continued.

The company's $870 million credit facility also includes a $150 million ABL revolver (Ba2).

Smart & Final being acquired

Proceeds from Smart & Final's credit facility will be used to help fund its $975 million buyout by Ares Management from Apollo Global Management LLC and to refinance existing debt.

Morgan Stanley Senior Funding Inc., Bank of America Merrill Lynch, Credit Suisse Securities (USA) LLC and Deutsche Bank Securities Inc. are leading the transaction.

Commitments are due at noon ET on Nov. 2.

Smart & Final is a Commerce, Calif.-based warehouse-style, no membership fee, multi-format retailer serving households and smaller businesses.

Sirius discloses talk

Sirius Computer announced talk of Libor plus 425 bps to 475 bps with a 1.25% Libor floor, an original issue discount of 99 and 101 soft call protection for one year on its $340 million six-year covenant-light term loan B that launched with a bank meeting in the morning, according to a market source.

The company is also getting a $20 million five-year revolver as part of its $360 million credit facility, the source said.

Commitments are due on Nov. 7.

Wells Fargo Securities LLC is leading the deal that will be used to refinance existing debt and fund a dividend.

Sirius Computer is a San Antonio, Texas-based national IT services integrator.

Kinetic pricing

Kinetic Concepts launched on Wednesday its $1,618,000,000 term loan C-1 due May 4, 2018 with talk of Libor plus 400 bps to 425 bps, its €248 million term loan C-1 due May 4, 2018 at Euribor plus 425 bps to 450 bps and its $323 million term loan C-2 due Nov. 4, 2016 at Libor plus 375 bps to 400 bps, a market source said.

All of the term loans have a 1.25% floor, 101 soft call protection for one year and a par offer price.

Proceeds are being used to reprice existing U.S. and euro term loans due May 4, 2018 from Libor/Euribor plus 575 bps with a 1.25% Libor floor, and an existing term loan due Nov. 4, 2016 from Libor plus 525 bps with a 1.25% Libor floor.

The San Antonio-based medical technology company's $2.5 billion senior secured credit facility, for which commitments are due on Oct. 30, also includes a $200 million revolver due Nov. 4, 2016.

Bank of America Merrill Lynch, Morgan Stanley Senior Funding Inc., Credit Suisse Securities (USA) LLC, RBC Capital Markets LLC and UBS Securities LLC leading the deal.

Raven Power launches

Raven Power Finance, a Riverstone Holdings LLC portfolio company, set a commitment deadline of Nov. 5 on its $150 million six-year first-lien term loan B that launched with a bank meeting on Wednesday, according to a market source.

As previously reported, the loan is talked at Libor plus 600 bps to 650 bps with a 1.25% Libor floor and an original issue discount of 98, and is non-callable for one year, then at 102 in year two.

UBS Securities LLC is leading the deal that will help fund the acquisition of three Maryland coal-fired power plants from Exelon for about $400 million.

Closing is expected to take place this quarter.

Metals USA plans loan

In other primary news, Metals USA will be holding a bank meeting at 11 a.m. ET on Thursday to launch a $275 million seven-year first-lien covenant-light term loan (B2/B+) that is being talked at Libor plus 500 bps with a 1.25% Libor floor, an original issue discount of 99 and 101 hard call protection for one year, according to a market source.

Credit Suisse Securities (USA) LLC is the lead bank on the deal.

Proceeds will be used to refinance 11 1/8% senior secured notes due 2015, to pay down asset-based loan borrowings and for general corporate purposes, including working capital.

Metals USA is a Fort Lauderdale, Fla.-based provider of products and services in the heavy carbon steel, flat-rolled steel, non-ferrous metals and building products markets.

Tempur-Pedic sets launch

Tempur-Pedic International scheduled a bank meeting for Oct. 31 to launch its $1.77 billion senior secured credit facility that consists of a $350 million five-year revolver, a $650 million five-year term loan A and a $770 million seven-year term loan B, according to a market source.

The revolver and term loan are expected to be priced at Libor plus 250 bps, with the revolver having a 50 bps unused fee, and the term loan B is expected at Libor plus 325 bps with a 1% Libor floor and 101 soft call protection for one year, the company previously disclosed in filings with the Securities and Exchange Commission.

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

Proceeds will help fund the acquisition of Sealy Corp. for $2.20 per share, or about $1.3 billion including the assumption or repayment of convertible and non-convertible debt.

Tempur-Pedic plans bonds

Other funds for the transaction will come from the sale by Tempur-Pedic of $350 million of senior unsecured notes that 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.

CHG readies deal

CHG Healthcare Services set a bank meeting for Tuesday to launch its credit facility, which will be sized at $765 million, according to a market source.

The facility consists of a $100 million revolver, a $450 million first-lien term loan B and a $215 million second-lien term loan, the source remarked.

Goldman Sachs & Co., Barclays, Citigroup Global Markets Inc. and Jefferies & Co. are leading the deal that will fund the buyout of the company by Leonard Green & Partners and Ares Management LLC from J.W. Childs Associates LP. Existing management will retain a significant equity interest in the company.

Closing is expected by the end of the year, subject to customary conditions.

CHG is a Salt Lake City-based health care staffing firm.

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