Riverbed, MGM Resorts, Cinemark, Houghton, Sage, FLY, Northern Tool, Landmark Aviation break

By Sara Rosenberg

New York, Dec. 13 - It was a busy day for new issues hitting the secondary market, as Riverbed Technology Inc., MGM Resorts International, Cinemark Holdings Inc., Houghton International Inc., Sage Products Inc., FLY Leasing Ltd., Northern Tool + Equipment Co. Inc. and Landmark Aviation, all freed up for trading on Thursday.

Over in the primary, PVH Corp. moved some funds between its term loans and cut the tranche B spread, Sequa Corp. nailed down pricing on its term loan B at the low end of guidance and tightened the original issue discount, and Tribune Co. reverse flexed the coupon on its exit financing term loan.

Also, SunGard Data Systems Inc. reduced pricing on its term loan and eliminated plans to sell the debt at a discount, CCC Information Services Inc. tightened the spread and original issue discount on its term loan, and Ancestry.com widened talk on its term debt.

Additionally, RedPrairie (RP Crown Parent LLC) modified the offer price on its second-lien tranche, Greektown Superholdings Inc. raised the spread on its second-lien loan while firming the first-lien loan at the wide end of talk, St. George's University's term loan filled out at the high end of talk, and TransFirst Holdings Inc. released price talk on its loans with launch.

Riverbed starts trading

Riverbed Technology's $575 million seven-year senior secured term loan B (Ba3/BBB-) freed up on Thursday, with levels quoted at par ¾ bid, 101¼ offered, according to a market source.

Pricing on the term loan B is Libor plus 300 basis points 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.

During syndication, the loan was upsized from $500 million, pricing was reduced from talk of Libor plus 325 bps to 350 bps and call protection was added.

Morgan Stanley Senior Funding Inc. and Goldman Sachs & Co. are leading the San Francisco-based IT performance company's deal.

Proceeds will help fund the acquisition of Opnet Technologies Inc., a Bethesda, Md.-based provider of services for application and network performance management, for $36.55 in cash and 0.2774 of a share of Riverbed common stock per Opnet share, and because of the term loan upsizing, to add cash to the balance sheet and for general corporate purposes.

Closing is expected by year-end, subject to a majority of Opnet shares being tendered, financing and Hart-Scott-Rodino.

MGM free to trade

MGM Resorts' credit facility made its way into the secondary, with the $1.5 billion seven-year term loan B quoted at par 5/8 bid, par 7/8 offered, according to a trader.

Pricing on the B loan is Libor plus 325 bps, after flexing earlier from Libor plus 375 bps. The loan has a 1% Libor floor and 101 soft call protection for one year and was sold at an original issue discount of 991/2.

The company's $4 billion senior secured credit facility (Ba2/BB) also provides for a $1.25 billion five-year revolver and a $1.25 billion five-year term loan A, with both of these tranches priced at Libor plus 300 bps with no Libor floor.

Deutsche Bank Securities Inc. and Bank of America Merrill Lynch are the joint physical books on the deal and joint lead arrangers with Barclays Capital Inc. and J.P. Morgan Securities LLC.

Proceeds, along with $1.25 billion of notes and cash on hand, will fund a tender offer for the company's existing notes and repay existing credit facility borrowings.

MGM Resorts is a Las Vegas-based operator of destination resort brands.

Cinemark hits secondary

Also breaking was Cinemark's credit facility, with the $700 million seven-year covenant-light term loan quoted at 99¾ bid, par ¾ offered, according to a market source.

Pricing on the term loan is Libor plus 300 bps with no floor, and it was sold at a discount of 991/2.The debt has 101 soft call protection for one year.

On Wednesday, pricing firmed at the tight end of the Libor plus 300 bps to 325 bps talk and the discount was revised from 99.

Also included in the company's $800 million senior secured credit facility (Ba1/BB+) is a $100 million undrawn five-year revolver.

Barclays, Morgan Stanley Senior Funding Inc., Deutsche Bank Securities Inc. and Wells Fargo Securities LLC are leading the deal that will be used with $400 million of senior notes to refinance an existing credit facility and to fund the purchase of 32 theatres from Rave Cinemas for $240 million.

Cinemark, a Plano, Texas-based motion picture exhibitor, will have senior secured leverage of 1.5 times, senior leverage of 3 times and total leverage of 3.3 times.

Houghton levels surface

Houghton International's credit facility started trading too, with the $455 million U.S. first-lien term loan quoted at par bid, par ½ offered and then it moved up to par ¼ bid, par ¾ offered, and the $200 million second-lien term loan quoted at 98½ bid, 99½ offered, a trader said.

Pricing on the U.S. first-lien loan is Libor plus 400 bps, and the company is also getting a €100 million first-lien term loan that is priced at Euribor plus 450 bps. Both tranches have a 1.25% floor, 101 soft call protection for one year, and were sold at an original issue discount of 99.

The second-lien loan is priced at Libor plus 825 bps with a 1.25% Libor floor, and was sold at an original issue discount of 98. There is call protection of 103 in year one, 102 in year two and 101 in year three.

During syndication, the total first-lien term loan size was increased to $585 million from $535 million, pricing on the U.S. loan was cut from Libor plus 450 bps cut pricing the euro loan was reduced from Euribor plus 500 bps. Also, the second-lien loan was downsized from $250 million.

Houghton being bought

Proceeds from Houghton International's $835 million senior secured credit facility, which also includes a $50 million revolver (B), will be used to help fund its purchase by Gulf Oil Corp. Ltd. for $1.05 billion.

RBC Capital Markets LLC, Deutsche Bank Securities Inc. and UBS Securities LLC are the lead banks on the deal.

First-lien leverage is 4.3 times, up from 3.9 times originally because of the term loan size changes. Total leverage is 5.8 times.

The transaction is subject to customary closing conditions.

Houghton is a Norristown, Pa.-based developer, producer and manager of specialty chemicals, oils and lubricants. Gulf Oil is a Hyderabad, India-based diversified company with business activities in lubricants, industrial explosives, mining and infrastructure services and property development.

Sage tops OID

Sage Products' credit facility made its way into the secondary too, with the $380 million seven-year first-lien term loan (B1/B) quoted at 99¾ bid, par ¾ bid, and then it moved to par ¼ bid, 101¼ and the $200 million 71/2-year second-lien term loan (Caa1/CCC+) quoted at 99¼ bid, and then it moved to 99½ bid, according to a source.

Pricing on the first-lien term loan is Libor plus 400 bps 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.

The second-lien loan is priced at Libor plus 800 bps with a 1.25% Libor floor, and was sold at 981/2. This debt has call protection of 103 in year one, 102 in year two and 101 in year three.

Earlier this week, pricing on the first-lien loan was cut from talk of Libor plus 425 bps to 450 bps and the call protection was added, and pricing on the second-lien loan was trimmed from Libor plus 825 bps and the discount tightened from guidance of 97½ to 98. Additionally, the MFN sunset on both the first- and second-lien loans was dropped.

Sage getting revolver

SageProducts' $640 million senior secured covenant-light credit facility also provides for a $60 million five-year revolver (B1/B).

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

Senior secured leverage is 4.3 times and total leverage is 6.5 times.

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

FLY Leasing breaks

FLY Leasing's $390 million term loan began trading as well, with levels quoted at par ½ bid, 101 offered, a market source told Prospect News.

Pricing on the loan is Libor plus 450 bps, after firming recently at the tight end of the Libor plus 450 bps to 475 bps talk. The tranche has a 1.25% Libor floor and 101 soft call protection for one year, and was sold at par.

Proceeds were used to reprice the existing term loan from Libor plus 550 bps with a 1.25% Libor floor.

Citigroup Global Markets Inc. is the leading the deal.

FLY is an aircraft lessor with corporate offices in Dublin, Ireland and San Francisco.

Northern Tool wraps near par

Northern Tool's credit facility also emerged in the secondary, with levels on the $175 million term loan B (Ba3/B+) quoted at 99½ bid, par ½ offered, according to a trader.

Pricing on the term loan is Libor plus 575 bps with a 1.25% Libor floor, and it was sold at a discount of 98.

During syndication, the loan was downsized from $200 million, pricing was increased from Libor plus 450 bps and the discount was revised from 99.

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

Proceeds from the term loan and an ABL revolver will be used to fund the $215 million purchase of the Sportsman's Guide and the Golf Warehouse from Redcats USA.

Northern Tool is a Burnsville, Minn.-based supplier of tools and equipment. Sportsman's Guide is a South St. Paul, Minn.-based supplier of outdoor goods sold via catalogs and online. And, Golf Warehouse is a Wichita, Kan.-based online golf equipment retailer.

Landmark Aviation frees up

Another deal to break was Landmark Aviation, with its $60 million add-on first-lien term loan (B2) due October 2019 and its $30 million add-on second-lien term loan (Caa2) due October 2020 both quoted at par bid, 101 offered, a source said.

Pricing on the add-ons matches existing pricing, so the first-lien loan is Libor plus 450 bps with a 1.25% Libor floor, and the second-lien loan is Libor plus 825 bps with a 1.25% Libor floor. Both add-ons were sold at an original issue discount of 99.

The new and existing first-lien debt have 101 soft call protection through October 2013 and the new and existing second-lien debt have hard call protection of 102 through October 2013 and 101 through October 2014.

Morgan Stanley & Co. LLC, RBC Capital Markets and Barclays Capital Inc. are leading the deal that will be used to fund the acquisition of a single site FBO.

Landmark Aviation is a Tempe, Ariz.-based provider of aftermarket services to the business aviation industry.

PVH restructures

Switching to the primary, PVH downsized its seven-year term loan B to $1.375 billion from $1.875 billion and lowered pricing to Libor plus 250 bps from talk of Libor plus 275 bps to 300 bps, according to a market source. The 0.75% Libor floor and original issue discount of 99½ were left intact, and the tranche has 101 soft call protection for one year.

Also, a ticking fee was added of 50 bps from March 15, 2013 through May 14, 2013 and 100 bps thereafter, the source said.

With the term loan B downsizing, the company's five-year term loan A was upsized to $1.7 billion from $1.2 billion, the source continued. Pricing on this tranche and on a $750 million five-year revolver continues to be Libor plus 200 bps. The spread is based on a leverage grid with pricing ranging from Libor plus 150 bps to 225 bps.

Upfront fees on the pro rata debt are 50 bps for commitments of $100 million, 40 bps for commitments of $75 million, 30 bps for commitments of $50 million and 20 bps for commitments of less than $50 million.

PVH funding acquisition

Proceeds from PVH's credit facility will be used with $700 million of notes to fund the cash portion of the purchase of Warnaco Group Inc., to refinance debt at both companies and to provide liquidity going forward.

Warnaco stockholders are receiving $51.75 per share in cash and 0.1822 of a share of PVH common stock for each share of Warnaco common stock, for a total enterprise value of around $2.9 billion.

Barclays, Bank of America Merrill Lynch, Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC and RBC Capital Markets LLC are leading the $3.825 billion senior secured credit facility (Ba1/BBB-), and are asking for recommitments by noon ET on Friday, the source added.

Closing is expected in early 2013, subject to customary conditions, including Warnaco stockholder approval and regulatory approvals.

Leverage is 2 times on a net senior secured basis, 3.1 times on a net total leverage basis and 4 times on a lease-adjusted basis.

Bridgewater, N.J.-based PVH and New York-based Warnaco are apparel companies.

Sequa updates pricing

Sequa set the coupon on its $1.3 billion covenant-light term loan B at Libor plus 400 bps, the low end of the Libor plus 400 bps to 425 bps talk, and changed the original issue discount to 99½ from 99, while leaving the 1.25% Libor floor and 101 soft call protection for one year intact, a market source said.

The company's $1.5 billion 41/2-year senior secured credit facility (B1/B) also provides for a $200 million revolver.

Recommitments were due at 5 p.m. ET on Thursday and allocations could go out as early as Friday, the source continued.

Barclays, Credit Suisse Securities (USA) LLC, Citigroup Global Markets Inc., HSBC Securities (USA) Inc., J.P. Morgan Securities LLC, Goldman Sachs & Co., Morgan Stanley Senior Funding Inc. and RBC Capital Markets LLC are leading the deal that will be used to refinance the company's existing capital structure, including funding a tender that expires on Dec. 26 for senior notes and senior PIK notes.

Leverage is 4 times on a senior secured basis and 5.1 times total.

Sequa is a Tampa, Fla.-based diversified industrial company that operates in the aerospace and metal coatings industries.

Tribune reduces spread

Tribune cut pricing on its $1.1 billion seven-year term loan (Ba3/BB+) to Libor plus 300 bps from Libor plus 350 bps, according to a market source. The 1% Libor floor, original issue discount of 99 and 101 soft call protection for one year were unchanged.

Recommitments were due at 5 p.m. ET on Thursday, the source remarked.

Also includes in the company's $1.4 billion exit financing credit facility is a $300 million five-year ABL revolver that, based on court documents, is expected at Libor plus 150 bps.

J.P. Morgan Securities LLC, Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Credit Suisse Securities (USA) LLC and Bank of America Merrill Lynch are leading the deal, with JPMorgan the left lead on the term loan and Bank of America the left lead on the revolver.

Proceeds will fund cash plan distributions for some creditors and operations after the company's plan of reorganization takes effect.

Tribune is a Chicago-based media company.

SunGard adjusts terms

SunGard Data Systems lowered the spread on its $720 million seven-year incremental term loan B (Ba3/BB) to Libor plus 350 bps from Libor plus 375 bps and the debt is now being sold at par instead of at an original issue discount of 991/2, according to a market source. There is still a 1% Libor floor and 101 soft call protection for one year.

Recommitments were due at 5 p.m. ET on Thursday, the source said.

J.P. Morgan Securities LLC, Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Morgan Stanley Senior Funding Inc., Bank of America Merrill Lynch, Goldman Sachs & Co., Barclays Capital Inc., Credit Suisse Securities (USA) LLC and RBC Capital Markets are leading the loan that will be used to fund a dividend to shareholders.

SunGard is a Wayne, Pa.-based software and technology services company.

CCC reworks deal

CCC Information reduced pricing on its $470 million seven-year covenant-light term loan to Libor plus 400 bps from Libor plus 425 bps and modified the original issue discount to 99½ from 99, according to a market source. The tranche still has a 1.25% Libor floor and 101 soft call protection for one year.

With the flex, the commitment deadline for the term loan was moved to Friday from early next week.

The company's $520 million senior secured credit facility (B1/B+) also includes a $50 million five-year revolver.

Goldman Sachs & Co. and J.P. Morgan Securities LLC are leading the deal that will be used with mezzanine financing to fund Leonard Green & Partners' buyout of the company from Investcorp.

CCC is a Chicago-based provider of advanced software and workflow tools to the insurance automotive claims and collision repair industries.

Ancestry.com lifts talk

Ancestry.com changed price talk on its $670 million seven-year covenant-light term loan to Libor plus 550 bps to 575 bps from talk of Libor plus 475 bps to 500 bps, revised original issue discount guidance to 98 to 99, from just 99, and added 101 soft call protection for one year, according to a market source. The 1.25% Libor floor was unchanged.

The $720 million senior secured deal (B1/B+) also includes a $50 million five-year revolver.

Final commitments continue to be due by 5 p.m. ET on Friday, the source said.

Barclays, Morgan Stanley Senior Funding Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc. and RBC Capital Markets LLC are leading the deal that will be used with $300 million of notes and equity to fund Permira Funds' buyout of the company for $32 per share, or about $1.6 billion.

Closing is expected in early 2013, subject to stockholder approval and other customary conditions.

Ancestry.com, a Provo, Utah-based online family history resource, will have senior secured leverage of 3.9 times and total leverage of 5.6 times.

RedPrairie revises OID

RedPrairie changed the original issue discount on its $650 million seven-year second-lien covenant-light term loan (Caa1/CCC+) to 98 from revised talk of 97, so that now, the discount price is back to where it was talked at launch, according to a market source..

The second-lien loan is priced at Libor plus 1,000 bps with a 1.25% Libor floor and is non-callable for two years, then at 103 in year three and 101 in year four. Last week, the spread was increased from Libor plus 900 bps and the call protection was sweetened from 103 in year one, 102 in year two and 101 in year three.

The company is also getting a $1.45 billion six-year first-lien covenant-light term loan (B1/B+) that is priced at Libor plus 550 bps with a 1.25% Libor floor and an original issue discount of 98, and includes 101 repricing protection for one year. Earlier, this debt saw a pricing flex from Libor plus 475 bps and the discount widen from 99.

RedPrairie buying JDA

Proceeds from RedPrairie's $2.2 billion senior secured credit facility, which includes a $100 million five-year revolver (B1/B+) as well, will be used with up to $342 million of equity from New Mountain Capital to fund the acquisition of JDA Software for $45 per share. The transaction has a total enterprise value of 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 credit facility.

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 services.

Greektown tweaks loan

Greektown lifted pricing on its $100 million seven-year second-lien term loan (Caa2/CCC+) to Libor plus 950 bps from talk of Libor plus 875 bps to 900 bps, and left the 1.25% Libor floor, original issue discount of 98, and call protection of 103 in year one, 102 in year two and 101 in year three unchanged, according to a market source.

Also, pricing on the $325 million six-year first-lien term B (B2/BB-) finalized at Libor plus 500 bps, the high end of the Libor plus 475 bps to 500 bps talk, with the tranche still having a 1.25% Libor floor, an original issue discount of 99 and 101 soft call protection for one year, the source said.

Furthermore, the accordion feature on the deal, which is subject to certain conditions, was reduced to $50 million from $150 million

The company's $455 million credit facility includes a $15 million three-year revolver (B2/BB-) and a $15 million five-year term A (Ba3/BB-) as well.

Greektown lead banks

Bank of America Merrill Lynch, Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc. and Jefferies & Co. are leading Greektown's credit facility.

Recommitments were due at 2 p.m. ET on Thursday, the source added.

Proceeds will be used to refinance existing debt.

Greektown operates through its subsidiaries, including the Greektown Casino-Hotel, which is located in Detroit.

St. George's oversubscribed

St. George's University's $250 million first-lien term loan reached oversubscription levels at pricing of Libor plus 700 bps, which is the wide end of the Libor plus 650 bps to 700 bps guidance, according to a market source. The debt has a 1.5% Libor floor, an original issue discount of 98 and 101 soft call protection for one year.

Credit Suisse Securities (USA) LLC is leading the deal that will be used to fund a return of capital to the founders and for general corporate purposes.

St. George's is a Grenada, West Indies-based for-profit medical, veterinary and arts and sciences school.

TransFirst talk emerges

In more primary news, TransFirst held a call on Thursday afternoon to launch its $600 million in first- and second-lien term loans, and shortly before the call took place price talk on the debt was announced, according to a market source.

The $400 million five-year first-lien term loan B is talked at Libor plus 525 bps with a 1.25% Libor floor, an original issue discount of 99 and 101 soft call protection for one year, the source remarked.

And, the $200 million 51/2-year second-lien term loan is talked at Libor plus 975 bps with a 1.25% floor, a discount of 97 and hard call protection of 102 in year one and 101 in year two, the source said.

Commitments are due on Wednesday. Closing is targeted for the week of Dec. 24.

Bank of America Merrill Lynch and GE Capital Markets are leading the deal that will be used to refinance existing debt, fund a dividend and redeem equity.

TransFirst is a Hauppauge, N.Y.-based provider of transaction processing services and payment enabling technologies.

Hamilton Sundstrand closes

In other happenings, the purchase of Hamilton Sundstrand Industrial by BC Partners and Carlyle Group from United Technologies Corp. for $3.46 billion has been completed, according to a news release, and the acquired company has been renamed Neodyne Industries.

For the transaction, Hamilton Sundstrand got a new $1.975 billion senior secured credit facility (B1/B+) that consists of a $300 million five-year revolver, and a $1.675 billion seven-year covenant-light term loan B priced at Libor plus 375 bps with a 1.25% Libor floor, and sold at a discount of 99.

During syndication, the B loan was upsized from $1.55 billion as a bond offering was downsized to $650 million from $775 million, and pricing was cut from talk of Libor plus 400 bps to 425 bps.

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. led the deal.

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

MedAssets wraps deal

MedAssets Inc. completed its $750 million credit facility (Ba3/BB-) that is comprised of a $200 million five-year revolver, a $250 million five-year term loan A and a $300 million seven-year term loan B, according to a news release.

Pricing on the revolver and term loan A is Libor plus 250 bps, and pricing on the B loan is Libor plus 275 bps with a 1.25% Libor floor. The term B was sold at an original issue discount of 99½ and has 101 soft call protection for one year.

During syndication, the term loan B was downsized from $350 million, pricing came down from talk of Libor plus 300 bps to 325 bps and an MFN sunset provision was removed. In addition, the revolver was upsized from $150 million.

J.P. Morgan Securities LLC and Barclays led the deal that refinanced existing bank debt.

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.

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