Gibson, SemGroup break; Barbri, AutoTrader rework deals; NRG, Lawson, Embanet talk emerges

By Sara Rosenberg

New York, June 6 - Gibson Energy ULC and SemGroup Corp. made their way into the secondary market on Monday, with levels on both companies' term loans quoted above their original issue discount prices.

Over in the primary, Barbri raised pricing on its credit facility and added soft call protection, and AutoTrader.com revised its amendment proposal, eliminating plans to move the term loan B to a covenant-light structure.

Also, NRG Energy Inc. came out with pricing guidance on its credit facility in connection with its afternoon bank meeting, and Lawson Software Inc. and Embanet-Compass Knowledge Group began circulating talk on their upcoming transactions.

Furthermore, Alkermes Inc. firmed timing on the launch of its term loans, and Alere Inc. and El Pollo Loco revealed plans to bring new deals to market later this week.

Gibson frees up

Gibson Energy's $650 million seven-year term loan broke for trading in the afternoon, with levels quoted at 99 1/8 bid, 99½ offered, according to a trader.

Pricing on the term loan is Libor plus 450 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 two years.

During syndication, the term loan was downsized from $700 million, pricing flexed from talk of Libor plus 350 bps to 375 bps, and soft call protection was extended from one year.

The company's $925 million senior secured credit facility (B1) also includes a $275 million five-year revolver that had been upsized from $250 million at the time of the term loan downsizing.

Gibson lead banks

J.P. Morgan Securities LLC, Citigroup Global Markets Inc. and UBS Securities LLC are the lead banks Gibson Energy's credit facility.

Proceeds, along with an initial public offering, will be used to refinance $560 million of 11¾% first-lien senior secured notes due 2014 and $200 million of 10% senior unsecured notes due 2018, to repay borrowings under an asset-based credit facility and for general corporate purposes.

The tender offers for the notes will expire on June 13.

Gibson is a Calgary, Alberta-based midstream energy company, a crude oil transporter and a retail propane distributor.

SemGroup tops OID

SemGroup's $200 million seven-year term loan B also began trading on Monday, with levels quoted at 99¾ bid, par ¼ offered, according to a trader.

Pricing on the B loan is Libor plus 450 bps with a 1.25% Libor floor, and it was sold at an original issue discount of 991/2. There is 101 soft call protection for one year.

During syndication, the spread on the term loan B was increased from talk of Libor plus 375 bps to 400 bps.

The Tulsa, Okla.-based midstream service company's $650 million credit facility (B1) also provides for a $350 million five-year revolver and $100 million five-year term loan A.

RBS Securities Inc., Barclays Capital Inc., BNP Paribas Securities Corp. and Citigroup Global Markets Inc. are the lead banks on the deal that will be used to refinance existing debt.

Barbri flexes up

Moving to the primary, Barbri lifted pricing on its $270 million credit facility to Libor plus 450 bps from Libor plus 400 bps, while leaving the 1.5% Libor floor and original issue discount of 99 intact, according to a market source.

The facility is comprised of a $30 million revolver and a $240 million term loan.

As part of the changes, the term loan saw the addition of 101 soft call protection for one year, the source added.

GE Capital Markets is the lead bank on the deal that will be used for buyout financing.

Barbri is a provider of bar review courses and law student support.

AutoTrader adds covenants back

AutoTrader.com changed its credit facility amendment request so that it is no longer asking lenders to approve the removal of financial covenants from its term loan B, according to a market source.

All other terms of the amendment were left unchanged, including plans to reprice the term loan B at Libor plus 300 bps with a 1% Libor floor and 101 soft call protection for six months.

By comparison, current pricing on the term loan B is Libor plus 325 bps with a 1.5% floor and no call protection.

The term loan B was sized at $500 million when it funded back in December to help finance the acquisition of Kelley Blue Book and its sister companies, CDMdata and CDM Dealer Services.

AutoTrader repricing pro rata

Also, as before, AutoTrader.com is asking lenders to lower pricing on its existing term loan A - sized at $250 million at close - and $200 million revolver to Libor plus 225 bps from existing pricing of Libor plus 300 bps.

And, the company is still seeking a $100 million term loan A add-on, priced at Libor plus 225 bps as well.

Proceeds from the add-on will be used to help fund the acquisition of VinSolutions, an Overland Park, Kan.-based dealer software company.

Wells Fargo Securities LLC is the lead bank on the deal (Ba3) and was asking for commitments by the close of business Monday.

AutoTrader.com is an Atlanta-based automotive marketplace and consumer information website.

NRG talk surfaces

In more primary happenings, NRG Energy held a bank meeting at 1:30 p.m. ET at the W New York on Monday to launch its proposed $3.9 billion senior secured credit facility (Baa3), and in connection with the event, price talk was announced, according to market sources.

The $2.3 billion revolver was launched with talk of Libor plus 275 bps with a 50 bps unused fee, sources said. There is no Libor floor and no pricing grid. Upfront fees are 75 bps for commitments of $25 million, 100 bps for commitments of $35 million and 125 bps for commitments of $50 million.

As for the $1.6 billion term loan B, it is being talked at Libor plus 300 bps to 325 bps with a 1% Libor floor, an offer price of 99½ to par and 101 soft call protection for one year, sources continued.

NRG repaying debt

Proceeds from NRG's credit facility will be used to refinance an existing deal comprised of a $1 billion revolver, a $1.3 billion letter-of-credit facility and two outstanding term loan B tranches. A little more than $1 billion of the existing debt being replaced is scheduled to come due in 2013, with the remainder in 2015.

Morgan Stanley & Co. Inc., Bank of America Merrill Lynch, Barclays Capital Inc., Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., Goldman Sachs & Co., J.P. Morgan Securities LLC and RBS Securities Inc. are the joint bookrunners on the new deal.

Commitments towards the towards the term loan B are due on June 10, while commitments towards the revolver are due on June 17, sources added.

NRG is a Princeton, N.J.-based power generation company.

Lawson floats pricing

Lawson Software began distributing price talk of Libor plus 450 bps with a 1.5% Libor floor and an original issue discount of 98½ to 99 on its proposed $1.04 billion seven-year term loan as the deal is getting ready to launch with a bank meeting at 10 a.m. ET on Wednesday, according to a market source.

The company's $1.115 billion senior secured credit facility also includes a $75 million five-year revolver.

Credit Suisse Securities (USA) LLC, Bank of America Merrill Lynch, Morgan Stanley & Co. Inc., RBC Capital Markets LLC and Deutsche Bank Securities Inc. are the lead banks on the deal.

Proceeds will be used to help fund the purchase of Lawson by GGC Software Holdings Inc., an affiliate of Golden Gate Capital and Infor Global Solutions, for $11.25 per share in cash.

Lawson plans notes

Other funds for the buyout of Lawson, which is valued at about $2 billion, are expected to come from $560 million of senior unsecured notes and up to $618 million of equity.

The notes are backed by a commitment for a $560 million senior bridge loan.

Closing on the transaction is expected to occur in the third quarter, subject to approval of Lawson's stockholders and regulatory approvals.

Lawson Software is a St. Paul, Minn.-based enterprise software developer. Infor is an Alpharetta, Ga.-based provider of business software and services.

Embanet reveals guidance

Embanet-Compass Knowledge Group is talking its $130 million credit facility at Libor plus 450 bps with a 1.25% Libor floor and an original issue discount of 99 ahead of its Thursday bank meeting, according to a market source.

The facility consists of a $5 million five-year revolver and a $125 million six-year term loan, the source said.

Credit Suisse Securities (USA) LLC, BNP Paribas Securities Corp. and BMO Capital Markets Corp. are the lead banks on the deal that will be used to refinance existing debt.

Embanet-Compass is a Chicago-based provider of online learning services to universities and colleges.

Alkermes sets timing

Alkermes nailed down timing on its proposed $450 million in senior secured term loans, with the scheduling of a bank meeting for Thursday, according to a market source.

In addition, it was disclosed that the debt will consist of a $310 million first-lien term loan B and a $140 million second-lien term loan C, the source said.

Previously, all the company had said on the financing was that there was a commitment for a $450 million term loan. There was no mention of a first- and second-lien tranche.

Morgan Stanley & Co. Inc. and HSBC Securities (USA) Inc. are the lead banks on the deal.

Pro forma debt to EBITDA will be 4.6 times and net debt to adjusted EBITDA will be 2.5 times.

Alkermes funding merger

Proceeds from Alkermes new term loans will be used to help fund a merger with Elan Drug Technologies to create Alkermes plc in a cash and stock transaction valued at roughly $960 million.

Specifically, under the agreement, Elan Corp. plc will receive $500 million in cash and 31.9 million ordinary shares of Alkermes plc common stock, and existing shareholders of Alkermes Inc. will receive one ordinary share of Alkermes plc in exchange for each share of Alkermes Inc. they own at the time of the merger.

Closing is expected during the third quarter, subject to approval by Alkermes' stockholders and the satisfaction of customary conditions and regulatory approvals, including antitrust approvals in the United States.

Alkermes plc will have headquarters in Dublin, Ireland. Alkermes Inc. is a Waltham, Mass.-based biotechnology company. Elan Drug Technologies is an Ireland-based drug delivery business.

Alere readies deal

Alere is set to hold a bank meeting on Wednesday to launch a $2.1 billion senior secured credit facility that is being led by Jefferies & Co., GE Capital Markets, Credit Suisse Securities (USA) LLC and Goldman Sachs & Co., according to a market source.

The facility consists of a $250 million revolver, a $450 million term loan A, a $100 million delayed-draw term loan A, a $1 billion term loan B and a $300 million delayed-draw term loan B, the source said, adding that price talk is not yet available.

Proceeds will be used to refinance existing debt, fund the buyback of common stock and add cash to the balance sheet.

Alere is a Waltham, Mass.-based provider of near-patient diagnosis, monitoring and health management to enable individuals to improve their health and quality of life at home.

El Pollo coming soon

El Pollo Loco will be holding a bank meeting on Thursday at noon ET at the New York Palace to launch a proposed $172.5 million senior secured credit facility that will be used to refinance existing debt, according to a market source.

The facility consists of a $12.5 million five-year revolver and a $160 million six-year first-lien term loan, the source said. Price talk is not yet out.

Jefferies & Co. is the lead arranger and bookrunner on the deal, and will also be the placement agent for $110 million of 61/2-year second-lien senior secured private notes that will be sold pursuant to section 4(2) for the refinancing as well.

El Pollo Loco is a Costa Mesa, Calif.-based restaurant operator.

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