Tempur-Pedic tweaks deal, breaks; UPC Broadband, HarbourVest, National CineMedia free up

By Sara Rosenberg

New York, Nov. 20 - Tempur-Pedic International Inc. moved some funds out of its term loan A and into its term loan B, firmed the spread on the institutional debt at the tight end of guidance and freed up for trading on Tuesday.

Also, UPC Broadband Holding B.V., HarbourVest Partners LP and National CineMedia LLC made their way into the secondary market during the session as well.

Back in the primary, Grocery Outlet Inc. made a number of changes to its credit facility, including reducing the size of its first-lien term loan B while widening price talk on the debt and increasing the coupon on its second-lien term loan.

Also, Firth Rixson Ltd. it increased its total first-lien term loan size and trimmed pricing and the original issue discounts on both the U.S. and sterling tranches, Atlas Iron Ltd. lifted pricing on its term loan, and GWF Energy Holdings widened the spread and discount on its term loan.

In more loan news, North American Breweries Holdings LLC (CCR American Breweries Inc.) released price talk on its term loan with launch, and Stallion Oilfield Holdings Inc. began circulating guidance on its loan ahead of its bank meeting.

Furthermore, RedPrairie (RP Crown Parent LLC), Safway Services LLC and Hamilton Sundstrand Industrial nailed down timing on the launch of their credit facilities, and Sage Products Inc., MedAssets Inc., Heartland Dental Care Inc. and BATS Global Markets Inc. announced new deal plans.

Tempur-Pedic changes surface

Tempur-Pedic increased its seven-year term loan B to $870 million from $770 million and set pricing at Libor plus 400 basis points, the low end of the Libor plus 400 bps to 425 bps talk, according to a market source. The loan retained its 1% Libor floor, original issue discount of 99 and 101 soft call protection for one year.

With the B loan upsizing, the company's five-year term loan A was reduced to $550 million from $650 million, the source said.

The $1.77 billion senior secured credit facility (Ba3) still includes a $350 million five-year revolver.

Bank of America Merrill Lynch, Barclays Capital Inc., J.P. Morgan Securities LLC, Wells Fargo Securities LLC and Fifth Third Securities Inc. are leading the deal that will help fund the acquisition of Sealy Corp. for $2.20 per share, or about $1.3 billion, including the assumption or repayment of debt.

Tempur-Pedic tops OID

With terms finalized, Tempur-Pedic's credit facility emerged in the secondary market, with levels quoted at 99 5/8 bid, par 1/8 offered, according to a trader.

In addition to the new loans, Tempur-Pedic expects to issue $350 million of senior unsecured notes for the acquisition.

The notes 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.

Pro forma leverage is around 4.0 times.

Closing is expected in the first half of 2013, subject to customary conditions, including regulatory approvals.

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.

UPC frees up

UPC Broadband's $500 million first-lien term loan AF (Ba3/BB-) due Jan. 31, 2021 also broke for trading, with levels quoted at 99¾ bid, par ¼ offered, according to a trader.

Pricing on the loan is Libor plus 300 bps with a 1% Libor floor, and it was sold at an original issue discount of 993/4. There is 101 soft call protection for one year.

J.P. Morgan Securities LLC, Scotia Capital (USA) Inc. and Citigroup Global Markets Inc. are the lead banks on the deal.

Proceeds will be used to refinance an existing facility AB.

UPC is a subsidiary of Liberty Global, an Englewood, Colo.-based provider of video, voice and broadband internet services.

HarbourVest starts trading

HarbourVest's $350 million five-year first-lien term loan hit the secondary market as well, with levels quoted at par bid, according to a trader.

Pricing on the term loan is Libor plus 375 bps with a 1% 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, pricing on the loan was reduced from Libor plus 425 bps.

Credit Suisse Securities (USA) LLC is leading the deal that is being used to refinance existing debt.

HarbourVest is a Boston-based private equity firm.

National CineMedia breaks

Another deal to begin trading was National CineMedia's $265 million seven-year term loan (Ba2/BB-), with levels quoted at 99½ bid, par ½ offered, according to a trader.

Pricing on the loan is Libor plus 325 bps with no Libor floor, and it was sold at a discount of 991/4, after firming the other day at the middle of the 99 to 99½ talk. There is 101 soft call protection for one year.

Barclays, J.P. Morgan Securities LLC, Credit Suisse Securities (USA) LLC, Macquarie and Morgan Stanley Senior Funding Inc. are the lead banks on the deal.

Proceeds will be used to refinance an existing $225 million term loan. Any remaining proceeds will be used to pay-off current interest rate swap arrangements, to make affiliate payments and for general corporate purposes.

National CineMedia is a Centennial, Colo., media company that provides advertising and events across theater circuits.

Grocery revises terms

Switching back to the primary, Grocery Outlet trimmed the size of its first-lien term loan B and raised pricing on the tranche as well as on its second-lien term loan, according to a market source, who said that investors were then asked to place their orders by 5 p.m. ET on Tuesday.

Under the changes, the six-year covenant-light first-lien term loan B is sized at $315 million, down from $360 million, and talked at Libor plus 550 bps to 575 bps, up from talk of Libor plus 475 bps to 500 bps, the source said. The 1.25% Libor floor, original issue discount of 99 and 101 soft call protection for one year were left intact.

Meanwhile, the $115 million 61/2-year covenant-light second-lien term loan, size unchanged, was flexed to Libor plus 925 bps from talk of Libor plus 850 bps to 875 bps, the source continued. This tranche still has a 1.25% Libor floor, an original issue discount of 98 and hard call protection of 103 in year one, 102 in year two and 101 in year three.

Grocery lead banks

Barclays, Credit Suisse Securities (USA) LLC and UBS Securities LLC are leading Grocery Outlet's now $460 million senior secured credit facility that also provides for a $30 million five-year revolver.

Proceeds will be used to refinance existing debt and fund a dividend, the size of which was lowered to $100.5 million from $144.5 million due to the first-lien term loan downsizing, the source remarked.

Due to the revisions, first-lien leverage is 3.7 times, down from 4.2 times, second-lien leverage is 5 times, down from 5.6 times, and lease adjusted leverage is 6 times, down from 6.3 times, the source added.

Grocery Outlet, a portfolio company of Berkshire Partners, is a Berkeley, Calif.-based extreme-value grocery retailer.

Firth Rixson reworked

Firth Rixson made modifications to its credit facility as well, raising the first-lien term loan due June 2017 to $705 million equivalent from $680 million equivalent, with the split outlined as about $420 million U.S. dollar and up to £180 million, according to a market source. Previously, the sterling tranche talked at up to £150 million.

Additionally, pricing on the U.S. loan was cut to Libor plus 425 bps from talk of Libor plus 475 bps to 500 bps, pricing on the sterling loan was flexed to Libor plus 475 bps from talk of Libor plus 500 bps to 525 bps, and the original issue discount on both tranches was changed to 99½ from 99, the source remarked.

As before, the entire term loan has a 1.25% Libor floor and 101 soft call protection for one year.

The company's now $825 million credit facility (Ba3/B+) also includes a $120 million revolver due March 2017.

Firth repaying debt

Proceeds from Firth Rixson's credit facility will be used to refinance existing debt, and the additional $25 million raised through the term loan upsizing will reduce a Holdco PIK investment, the source continued.

Commitments were due at the end of the day on Tuesday.

Deutsche Bank Securities Inc., Barclays, HSBC, Lloyds Securities LLC and GE Capital Markets are leading the deal.

Firth Rixson is a Sheffield, England-based provider of seamless rolled rings, closed die forgings, open die forgings, extruded forgings and specialty metals primarily to the aerospace market.

Atlas Iron flexes

Atlas Iron hiked pricing higher on its $325 million five-year first-lien term loan (B2/B+) to Libor plus 700 bps from Libor plus 550 bps, and left the 1.25% Libor floor, original issue discount of 98 and soft call protection of 102 in year one and 101 in year two intact, according to a market source.

Also, the term loan now has a total tangible assets to total secured debt covenant, the source said.

Commitments are still due at noon ET on Wednesday.

Credit Suisse Securities (USA) LLC is leading the deal that will be used for general corporate purposes and to fund the company's Horizon 1 expansion.

Atlas is a Perth, Australia-based iron ore company.

GWF updates pricing

GWF Energy, an affiliate of Highstar Capital, lifted pricing on its $173.5 million six-year term loan to Libor plus 475 bps from talk of Libor plus 425 bps to 450 bps and moved the original issue discount to 97½ from 99, according to a market source. The 1.25% Libor floor and 101 soft call protection for one year were left unchanged.

The company's $202.9 million senior secured credit facility (Ba2/BB) also includes a $5 million five-year revolver and a $24.4 million five-year letter-of-credit facility.

Commitments are due at 5 p.m. ET on Monday, the source said.

Barclays and Union Bank are the joint lead arrangers on the deal that will be used to help fund the acquisition of three gas fired power plants in California from Harbert Power.

North American Breweries talk

In more primary news, North American Breweries held a bank meeting on Tuesday to kick off syndication on its credit facility, and with the launch, price talk on the $175 million six-year term loan was announced, according to a market source.

The term loan is talked at Libor plus 575 bps to 600 bps with a 1.25% Libor floor, an original issue discount of 99 and 101 soft call protection for one year, the source said.

The company's $190 million credit facility also includes a $15 million ABL revolver.

Lead bank, Morgan Stanley Senior Funding Inc., is seeking commitments by noon ET on Dec. 5.

Proceeds will be used to help fund the $388 million purchase of the company by Cerveceria Costa Rica SA, a subsidiary of Florida Ice and Farm Co. SA, from KPS Capital Partners LP.

Closing is expected this quarter, subject to customary conditions.

North American Breweries is a Rochester, N.Y.-based beer company. Cerveceria Costa Rica is a brewery in San Jose, Costa Rica.

Stallion floats talk

Stallion Oilfield came out with price talk of Libor plus 650 bps with a 1.25% Libor floor and an original issue discount of 98 on its $500 million five-year senior secured first-lien covenant-light term loan (B) that is scheduled to launch with a bank meeting at 2:30 p.m. ET in New York on Monday, a market source said.

Credit Suisse Securities (USA) LLC is leading the deal, which will be used to redeem $134 million of senior secured notes due 2015, fund some of a roughly $385 million dividend, fund transaction costs and for other corporate purposes.

With the term loan, the company is looking to amend its Bank of America Merrill Lynch-led asset-based credit facility to increase the size to $75 million from $50 million.

Stallion is a Houston-based provider of wellsite support, completion, production and logistics services to oil and gas exploration and production companies, drilling contractors and other service companies.

RedPrairie reveals timing

RedPrairie firmed timing on its $2.2 billion senior secured credit facility as a bank meeting has been set for Nov. 27 to present the transaction to investors, according to a market source.

The facility consists of a $100 million five-year revolver, a $1.45 billion six-year first-lien covenant-light term loan with 101 repricing protection for one year and a $650 million seven-year second-lien covenant-light term loan with call protection of 103 in year one, 102 in year two and 101 in year three, the source said.

Official price talk is not yet available, but based on filings with the Securities and Exchange Commission, pricing on the revolver is expected to be Libor plus 425 bps with 1.25% Libor floor, a 50 bps unused fee and a 100 bps upfront fee, pricing on the first-lien term loan is expected to be Libor plus 425 bps with a 1.25% Libor floor and an original issue discount of 99, and pricing on the second-lien term loan is expected to be Libor plus 850 bps with a 1.25% Libor floor and an original issue discount of 981/2.

RedPrairie buying JDA

Proceeds from RedPrairie's credit facility, along with up to $342 million of equity from New Mountain Capital, will be used to fund the purchase of JDA Software for $45 per share, or about $1.9 billion.

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

Closing is expected by year-end, subject to at least 79% of JDA's shares being tendered and clearance from antitrust regulatory authorities.

RedPrairie is an Alpharetta, Ga.-based provider of supply chain software services. JDA is a Scottsdale, Ariz.-based provider of supply chain management, merchandising and pricing solutions.

Safway sets meeting

Safway Services plans to hold a bank meeting on Nov. 27 to launch its credit facility, which is now expected to be sized at $625 million, comprised of a $125 million five-year ABL revolver and a $500 million seven-year term loan B, a source said.

The deal was initially anticipated to launch on Nov. 5 with a structure of a $250 million five-year ABL revolver and a $395 million seven-year covenant-light term loan. That original bank meeting was delayed in the wake of the hurricane.

Goldman Sachs & Co., Wells Fargo Securities LLC, Morgan Stanley Senior Funding Inc. and Barclays are leading the deal that will be used to refinance existing debt.

Safway Services is a Waukesha, Wis.-based provider of scaffolding and access solutions for commercial construction, industrial and infrastructure applications.

Hamilton details surface

Hamilton Sundstrand Industrial scheduled a bank meeting for Nov. 27 to launch its senior secured credit facility, for which a size of $1.85 billion was announced, according to a market source.

The facility consists of a $300 million five-year revolver and a $1.55 billion seven-year covenant-light term loan B, the source said.

Deutsche Bank Securities Inc., Credit Suisse Securities (USA) LLC, Citigroup Global Markets Inc., Morgan Stanley Senior Funding Inc., RBC Capital Markets LLC, UBS Securities LLC and Goldman Sachs & Co. are leading the deal that will be used to help fund the company's $3.46 billion buyout by BC Partners and Carlyle Group from United Technologies Corp.

Hamilton plans notes

Hamilton Sundstrand will also get $775 million of senior unsecured notes and equity for the transaction.

The notes are backed by a $775 million senior unsecured bridge loan that is priced at Libor plus 800 basis points with a 1.25% Libor floor. The spread will step up by 50 bps every 90 days after closing, subject to a cap of 11¼% plus 25 bps on Nov. 23.

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

Hamilton Sundstrand is a manufacturer of highly engineered, mission-critical pumps and compressors for the industrial, infrastructure and energy markets.

Sage Products readies loan

Also on the new issue front, Sage Products set a bank meeting for 2 p.m. ET on Nov. 27 to launch a $640 million senior secured credit facility, according to a market source.

The facility consists of a $60 million five-year revolver, a $380 million seven-year first-lien term loan and a $200 million 71/2-year second-lien term loan, the source said, adding that price talk is not yet available.

Barclays, Bank of America Merrill Lynch, Citigroup Global Markets Inc. and Deutsche Bank Securities Inc. are leading the deal that will help fund the purchase of the company by Madison Dearborn Partners.

Closing is expected by year-end.

Sage Products is a Cary, Ill.-based healthcare products manufacturer specializing in skin hygiene products to help prevent or stop infections in medical settings.

MedAssets coming soon

MedAssets Inc. will be holding a lender call at 11 a.m. ET on Nov. 27 to launch a $750 million credit facility that consists of a $150 million revolver, a $250 million term loan A and a $350 million term loan B, according to market sources.

J.P. Morgan Securities LLC and Barclays are leading the deal.

Proceeds will refinance an existing $150 million revolver due 2015 and a $484 million term loan B due 2016.

MedAssets is an Alpharetta, Ga.-based provider of technology-enabled products and services designed to improve operating margins and cash flow for hospitals and health systems.

Heartland deal emerges

Heartland Dental Care is expected to launch sometime after Thanksgiving a $750 million credit facility that is being led by RBC Capital Markets LLC, BMO Capital Markets Corp. and Jefferies & Co., according to a market source.

The facility consists of a $100 million revolver, a $450 million first-lien term loan and a $200 million second-lien term loan, the source said.

Proceeds will be used to help fund the roughly $1.3 billion purchase of the company by Teachers' Private Capital. Founder and chief executive officer Dr. Rick Workman, management and employees will retain a significant minority position in the company.

Heartland Dental is an Effingham, Ill.-based provider of office support services to dental offices.

BATS joins calendar

BATS Global Markets will be holding a bank meeting at 2 p.m. ET on Nov. 27 to launch a $300 million six-year first-lien term loan that has 101 soft call protection for one year, according to a market source.

Credit Suisse Securities (USA) LLC is leading the deal.

Proceeds will be used to fund a dividend to shareholders.

BATS is a Lenexa, Kan.-based operator of securities markets.

AlliedBarton wraps

In other news, AlliedBarton Security Holdings LLC completed syndication of its $100 million add-on first-lien term loan (Ba3) at initial terms, according to a market source.

The loan is priced at Libor plus 400 bps with a 1.25% Libor floor and an original issue discount of 99, and has 101 repricing protection for one year.

The add-on due February 2017 is fungible with the existing first-lien term loan.

Credit Suisse Securities (USA) LLC is the lead bank on the deal that will be used to fund a dividend and refinance existing debt.

AlliedBarton is a security officer services company.

Osmose comes at terms

Osmose Holdings Inc. wrapped syndication of its credit facility, with the $315 million six-year first-lien covenant-light term loan and $40 million delayed-draw for three months term loan firming in line with talk at Libor plus 550 bps with a 1.25% Libor floor, an original issue discount of 99 and 101 soft call protection for one year, according to a market source.

The company's $400 million credit facility (B2/B+) also includes a $45 million five-year revolver.

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

Proceeds will be used to refinance existing debt, to fund a dividend and to finance an acquisition.

Osmose is a Buffalo, N.Y.-based provider of wood preservation technology as well as utility and railroad asset management.

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