Samson, AOT Bedding, Payless, ConvaTec, Kindred break; GNC dips; Ollie's moves deadline

By Sara Rosenberg

New York, Sept. 19 - Samson Investment Co., AOT Bedding Super Holdings LLC, Payless ShoeSource/Collective Licensing International, ConvaTec Inc. and Kindred Healthcare Inc. freed up for trading on Wednesday, and General Nutrition Centers Inc.'s (GNC) term loan B was softer as news of a refinancing emerged.

Over in the primary, Ollie's Bargain Outlet accelerated the commitment deadline on its term loan, and Reynolds Group Holdings Ltd. reworked its term debt, downsizing the U.S. tranche, trimming the coupon on the loan as well as on a euro tranche and adding leverage-based pricing step-downs.

Furthermore, BJ's Wholesale Club Inc. moved some funds out of its second-lien term loan and into its first-lien term loan, while also reducing the spread on both tranches, United Central Industrial Supply Co. LLC (United Distribution Group) revised its term loan sizes and widened pricing, and Atlantic Broadband Group LLC shifted funds and tightened floor as well as discount on its B loan.

Additionally, Getty Images Inc., AdvancePierre Foods, HHI Group Holdings LLC, CompuCom Systems Inc., TriMas Corp. and PTC Alliance Holdings Corp. released price talk and Transtar Holding Co. announced call protection as all of these deals were presented to investors during the session.

Samson frees up

Samson Investment's $1 billion six-year covenant-light term loan (B1/B+) made its way into the secondary market on Wednesday, with levels quoted at 101 bid, 101½ offered, according to a trader.

Pricing on the loan is Libor plus 475 basis points 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 loan was upsized from $750 million, pricing was reduced from talk of Libor plus 500 bps to 525 bps and the discount was revised from 99.

Bank of America Merrill Lynch, Credit Suisse Securities (USA) LLC, J.P. Morgan Securities LLC, Wells Fargo Securities LLC, Barclays, RBC Capital Markets LLC, Citigroup Global Capital Markets Inc. and Mizuho Securities USA Inc. are leading the deal that will be used to pay down revolver debt.

Samson is a Tulsa, Okla.-based private exploration and production company.

AOT starts trading

AOT Bedding also broke for trading, with the $1.31 billion seven-year senior secured term loan (B1/B+) quoted at par bid, par ½ offered on the open, according to a market source. By late afternoon, a second source was seeing the paper at par 3/8 bid, par 7/8 offered.

Pricing on the term loan is Libor plus 375 bps with a 1.25% Libor floor, and it was sold at a discount of 99. There is 101 soft call protection for one year.

Earlier this week, the term loan was upsized from $1.233 billion and pricing was reduced from talk of Libor plus 425 bps to 450 bps.

The company's $1.535 billion credit facility also includes a $225 million ABL revolver.

Morgan Stanley Senior Funding Inc., Goldman Sachs & Co., UBS Securities LLC, Deutsche Bank Securities Inc. and Barclays are the bookrunners on the deal and joint lead arrangers with Jefferies & Co. and RBC Capital Markets LLC.

AOT being acquired

Proceeds from AOT Bedding's credit facility and $650 million of bonds will be used to help fund the acquisition of the company by Advent International and to refinance existing debt.

Under the agreement, mattress manufacturer AOT, the parent company of Hoffman Estates, Ill.-based National Bedding Co. and Atlanta-based Simmons Bedding Co., is being purchased from Ares Management LLC and the Ontario Teachers' Pension Plan.

Following completion of the transaction, Ares and Ontario Teachers' will retain a significant equity stake in the company.

Closing is expected in the fourth quarter, subject to conditions.

Payless tops OID

Another deal to free up was Payless' $305 million term loan (B1/B), with levels seen at 99¾ bid, par ¼ offered on the break, according to one trader. By late day, a second trader had the loan at par 1/8 bid, par 5/8 offered.

Pricing on the term loan is Libor plus 600 bps with a 1.25% Libor floor, and it was sold at a discount of 981/2. There is 101 soft call protection for one year.

Recently, the term loan was upsized from $275 million, the spread firmed at the low end of the Libor plus 600 bps to 625 bps talk and the discount came at the midpoint of the 98 to 99 talk.

Morgan Stanley Senior Funding Inc., Jefferies & Co. and KKR Capital Markets are leading the term loan.

In addition, the company is getting a $250 million senior secured asset-based revolver from Wells Fargo Capital Finance.

Payless funding buyout

Proceeds from Payless' credit facility will be used to help finance its purchase by Blum Capital Partners and Golden Gate Capital from Collective Brands Inc.

As a result of the term loan upsizing, the equity invested by the sponsors was reduced by $10 million to $270 million, representing a 41.5% equity contribution, and $15 million is being put on the balance sheet as additional cash. The remaining $5 million is for fees and expenses.

Closing is expected late in the third quarter or early in the fourth quarter. The deal is subject to customary conditions, including Collective Brands' shareholder approval and regulatory approval, which have both been received.

Payless, a specialty family footwear retailer, will continue to have headquarters in Topeka, Kan., and Collective Licensing, a development and licensing company, will remain based in Englewood, Colo.

ConvaTec tops par

ConvaTec $784 million term loan B due 2016 freed up at par ¼ bid, par ¾ offered late in the day Wednesday, according to a trader.

Pricing on the loan is Libor plus 375 bps with a 1.25% Libor floor. The debt was sold at a discount of 99¾ and has 101 soft call protection for one year.

Proceeds from the new $300 million of term loan debt will be used to fund the acquisition of 180 Medical Holdings Inc. for $321 million, while the remaining $484 million is repricing an existing term loan B from Libor plus 425 bps with a 1.5% floor.

During syndication, pricing on the new borrowings was lowered from Libor plus 425 bps, the floor was trimmed from 1.5%, the discount firmed at the midpoint of the 99½ to par talk and the call protection was added. It was after the success of the new debt that the company decided to reprice its existing term loan.

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

ConvaTec is a Skillman, N.J.-based developer and marketer of medical technologies.

Kindred hits secondary

Kindred Healthcare's $100 million add-on term loan B due June 1, 2018 emerged in the secondary market as well, with levels quoted at 98½ bid, 99½ offered, according to a trader.

The add-on trades with the existing term loan, which had been seen at 98 bid, 99 offered in the morning, prior to the new debt freeing up, the trader said.

Pricing on the add-on and the existing loan is Libor plus 375 bps with a 1.5% Libor floor. The new debt was sold at a discount of 971/2, after firming at the tight end of the 97 to 97½ talk.

J.P. Morgan Securities LLC led the new deal that is being used to refinance borrowings under the company's existing ABL facility.

Kindred Healthcare is a Louisville, Ky.-based health care services company.

General Nutrition dips

In more trading news, General Nutrition Centers' term loan B dropped to par bid, par 3/8 offered, from par ¼ bid, par ¾ offered, with talk that the debt will be replaced with a new $1.1. billion term loan B, according to a trader.

The new B loan will launch with a conference call at 1 p.m. ET on Thursday and is being led by J.P. Morgan Securities LLC.

Talk on the new debt has already come out at Libor plus 275 bps with a 1% Libor floor, an offer price of 99¾ to par and 101 soft call protection for one year, a source remarked.

General Nutrition is a Pittsburgh-based specialty retailer of health and wellness products.

Dex, SuperMedia rise

Dex One Corp.'s subsidiaries and SuperMedia Inc. saw term loan levels strengthen in the secondary market, a trader said.

The R.H. Donnelley loan was quoted at 58½ bid, 59½ offered, up from 58 bid, 59 offered, the Dex West term loan was quoted at 66½ bid, 67½ offered, up from 66 bid, 67 offered, and the SuperMedia term loan was quoted at 68½ bid, 69½ offered, up from 68 bid, 69 offered, the trader remarked. The Dex East term loan was unchanged at 63½ bid, 64½ offered.

On Tuesday, the companies launched amendments to their credit facilities that are being done in connection with the merger of Dex One with SuperMedia, in which Dex One shareholders will receive 0.2 share of the new company for each share they own, and SuperMedia shareholders will receive 0.4386 share of the new company for each share they own.

Dex, SuperMedia amendment

Under the amendment R.H. Donnelley's loan due Oct. 24, 2016 would be extended to Dec. 31, 2016 at pricing of Libor plus 625 bps with a 3% floor initially, stepping up to Libor plus 650 bps with a 3% floor. Current pricing is Libor plus 600 bps with a 3% floor.

Dex East's loan due Oct. 24, 2014 would be extended to Dec. 31, 2016 at pricing of Libor plus Libor plus 250 bps with a 3% Libor floor, versus current pricing of Libor plus 250 bps with no floor. The spread on the extended debt will then step up to Libor plus 300 bps with a 3% floor.

Dex West's loan due Oct. 24, 2014 would be extended to Dec. 31, 2016 at pricing of Libor plus 425 bps with a 3% Libor floor initially, stepping up to Libor plus 450 bps with a 3% floor. Current pricing is Libor plus 400 bps with a 3% floor.

And, SuperMedia's loan due Dec. 31, 2015 would be extended to Dec. 31, 2016 at pricing of Libor plus 800 bps with a 3% floor, unchanged form current pricing.

Dex One is a Cary, N.C.-based marketing services provider. SuperMedia is a Dallas-based directory publisher.

Ollie's shutting early

Switching to the primary market, Ollie's Bargain Outlet moved up the commitment deadline on its $225 million term loan (B2/B) to noon ET on Friday from Monday, according to a market source.

Talk on the loan is still Libor plus 550 bps with a 1.25% Libor floor, an original issue discount of 99 and 101 soft call protection for one year.

The company's $300 million senior secured credit facility also includes a $75 million asset-based revolver, of which $25 million will be funded at close.

Jefferies Finance LLC, M&T Bank and KeyBanc Capital Markets are leading the deal.

Proceeds, along with around $465 million in new and rollover equity, will fund CCMP Capital Advisors LLC's buyout of the company from KarpReilly LLC for about $700 million.

Total leverage will be around the low-to-mid 4 times context.

Ollie's Bargain Outlet is a Harrisburg, Pa.-based retailer of closeouts, excess inventory and salvage merchandise.

Reynolds restructures

Reynolds Group revised sizes on its term loans so that the total deal size was reduced to about $2.6 billion from about $3.1 billion, lowered pricing on the new debt and asked for recommitments by 5 p.m. ET on Wednesday, according to a market source.

The U.S. term loan (B1/B+) due September 2018 is now $2.235 billion, down from $2.775 billion, and the spread is Libor plus 375 bps, down from Libor plus 425 bps, the source said. There is a step-down to Libor plus 350 bps at less than 5.5 times net leverage.

Meanwhile, the euro term loan (B1/B+) due September 2018 remained at €250 million, but pricing was reduced to Euribor plus 400 bps from Euribor plus 425 bps, the source continued. There is a step-down to Euribor plus 375 bps at less than 5.5 times net leverage.

Both term loans still have a 1% floor, a par offer price and 101 repricing protection for one year.

Credit Suisse Securities (USA) LLC is leading the deal that will refinance existing U.S. and euro term loans.

Reynolds trim unsurprising

Investors were already anticipating Reynolds to downsize the total amount of new term loans it's getting after the company priced last week a $3.25 billion senior secured notes offering that was upsized from $1 billion.

Of the total amount of bonds raised, around $1.55 billion will fund a paydown of the existing term loans, about $1.2 billion will refinance 7¾% secured notes and about $500 million will add cash to the balance sheet.

In connection with the refinancing, the company is looking to amend its credit facility to allow for the replacement of the old term loans with the new term loans. The debt is being done in the same credit agreement because the existing revolver is being left in place.

Reynolds Group is an Auckland, New Zealand-based manufacturer and supplier of consumer food and beverage packaging and storage products.

BJ's reworks deal

BJ's Wholesale Club also revised its debt, increasing the first-lien term loan amount, decreasing the second-lien term loan size and reducing pricing across the board, and as the changes came out, lenders were told that recommitments were due at 2 p.m. ET on Wednesday, a market source said.

The seven-year first-lien term loan (B3/B) is now $1.3 billion, up from $1.225 billion, and pricing is Libor plus 450 bps, down from the Libor plus 525 bps area. The 1.25% Libor floor, original issue discount of 99 and 101 soft call protection for one year were left unchanged.

Meanwhile, the 71/2-year second-lien term loan (Caa1/CCC+) is now sized at $325 million, down from $400 million, and the spread was cut to Libor plus 850 bps from Libor plus 925 bps, the source continued. This tranche still has a 1.25% floor, a discount of 99 and is non-callable for one year, then at 102 in year two and 101 in year three.

Deutsche Bank Securities Inc. is leading the $1.625 billion dividend recapitalization deal.

BJ's is a Westborough, Mass.-based operator of warehouse clubs.

United Central tweaks loan

United Central Industrial Supply downsized its six-year first-lien term loan (B2/B-) to $250 million from $285 million and revised talk to Libor plus 625 bps with a 1.25% Libor floor and a discount of 97, from Libor plus 550 bps with a 1.25% floor and a discount of 981/2, according to a market source. The 101 soft call protection for one year was left unchanged.

In addition, the company upsized its 61/2-year second-lien term loan (Caa2/CCC) to $135 million from $100 million and changed talk to Libor plus 1,125 bps with a 1.25% Libor floor and a discount of 95 from Libor plus 950 bps with a 1.25% floor and a discount of 971/2, the source continued.

Furthermore, call protection on the second-lien loan was modified to non-call one, then 103 in year two, 102 in year three and 101 in year four, from 103 in year one, 102 in year two and 101 in year three.

The company's $435 million senior secured covenant-light credit facility also includes a $50 million five-year revolver (B2/B-).

United Central extends

With the changes, United Central Industrial Supply revised the commitment deadline on the credit facility to 5 p.m. ET on Tuesday, from an original deadline of this Friday, the source remarked.

Barclays, Goldman Sachs & Co. and Nomura are the lead banks on the deal.

Proceeds will be used to help fund the acquisition of GHX Holdings from CapStreet Group LLC.

As a result of the new tranche sizes, first-lien leverage dropped to 3.4 times from 3.9 times, the source added. Total leverage is still 5.25 times.

United Central is a Bristol, Tenn.-based distributor of industrial supplies and services. GHX is a Houston-based distributor of industrial gaskets, hoses and related fluid sealing products.

Atlantic Broadband revisions

Atlantic Broadband downsized its seven-year term loan B to $430 million from $460 million, and set pricing at Libor plus 350 bps with a 1% Libor floor and an original issue discount of 991/4, compared to initial talk of Libor plus 350 bps with a 1.25% floor and a discount of 99, according to a market source. There is 101 soft call protection for one year.

To compensate for the term loan B size reduction, the company upsized its five-year term loan A to $230 million from $200 million, the source said. Pricing on this tranche and on a $50 million five-year revolver is Libor plus 300 bps with no Libor floor.

Bank of America Merrill Lynch, TD Securities (USA) LLC and BMO Capital Markets Corp. are leading the $710 million credit facility (Ba3/BB+) that will be used to help fund the company's $1.36 billion purchase by Cogeco Cable Inc. from ABRY Partners IV LP and Oak Hill Capital Partners LP.

Pro forma leverage at Atlantic Broadband will be 4.3 times.

Closing is expected before the end of the year, subject to Hart-Scott-Rodino approval, federal, state and local regulatory approvals and other customary conditions.

Atlantic Broadband is a Quincy, Mass.-based cable system operator. Cogeco is a Montreal-based telecommunications corporation.

Getty reveals details

Also on the primary front, Getty Images held a bank meeting on Wednesday afternoon, and with the launch, talk on the $1.7 billion seven-year covenant-light term loan B was released at Libor plus 375 bps to 400 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 $1.85 billion senior secured credit facility also provides for a $150 million five-year revolver that has a leverage covenant when more than 20% is drawn.

Lead banks, Barclays, J.P. Morgan Securities LLC, Credit Suisse Securities (USA) LLC, Goldman Sachs & Co. and RBC Capital Markets LLC, are asking for commitments by Sept. 28, the source added.

Proceeds, along with $750 million of notes and equity, will help fund the $3.3 billion buyout of the company by the Carlyle Group and management from Hellman & Friedman.

Closing is targeted for mid-October, and senior secured leverage will be 4.4 times, while total leverage will be 6.3 times.

Getty is a Seattle-based creator and distributor of still imagery, video and multimedia products.

AdvancePierre guidance

AdvancePierre Foods released talk of Libor plus 475 bps with a 1.25% Libor floor, an original issue discount of 99 and 101 soft call protection for one year on its $825 million 43/4-year covenant-light term loan (B1/B) that launched in the morning, according to a market source.

The company's $975 million credit facility also includes a $150 million asset-based revolver.

Deutsche Bank Securities Inc. Barclays, Credit Suisse Securities (USA) LLC, BMO Capital Markets Corp. and Morgan Stanley Senior Funding Inc. are leading the deal that will be used with $450 million of senior notes to refinance debt and fund a dividend.

AdvancePierre is a Cincinnati-based supplier of value-added protein and handheld convenience products to the foodservice, school, retail, club, vending and convenience store channels.

HHI holds meeting

HHI Group came out with guidance of Libor plus 450 bps to 475 bps with a 1.25% Libor floor and an original issue discount of 99 on its $505 million term loan B in connection with its bank meeting, according to a market source. There is 101 soft call protection for one year.

Goldman Sachs & Co., UBS Securities LLC, Macquarie Capital and Nomura are leading the $580 million credit facility (B2/B+), which also includes $75 million revolver.

Commitments are due on Oct. 2, the source added.

Proceeds will be used to help fund the acquisition of the company by American Securities from KPS Capital Partners LP and MC Capital Inc.

HHI is a Royal Oak, Mich.-based manufacturer of wheel bearings, engine timing drive systems and forged parts for various power train and wheel-end applications.

CompuCom pricing

CompuCom Systems launched its $470 million six-year first-lien term loan on Wednesday with talk of Libor plus 525 bps with a 1.25% Libor floor, an original issue discount of 99 and 101 soft call protection for one year, according to market sources.

And, the company's $165 million seven-year second-lien term loan was launched at Libor plus 900 bps with a 1.25% floor and a discount of 98, and includes call protection of 102 in year one and 101 in year two, sources remarked.

Commitments for the $635 in covenant-light term loans are due on Sept. 27.

Citigroup Global Markets Inc. and J.P. Morgan Securities LLC are leading the deal that will be used to refinance existing debt and fund a dividend.

CompuCom is a Dallas-based IT outsourcing specialist.

TriMas sets talk

TriMas revealed talk of Libor plus 300 bps with a 1% Libor floor, an original issue discount of 99½ and 101 soft call protection for one year on its $250 million seven-year term loan B that launched to lenders with a bank meeting in the morning, according to a market source.

The Bloomfield Hills, Mich.-based engineered products company will also get a $250 million five-year revolver and a $150 million five-year term loan A as part of its $650 million senior secured credit facility (Ba3/BB).

Initial pricing on the revolver and term loan A is talked at Libor plus 200 bps. The spread can range from Libor plus 150 bps to 250 bps based on leverage.

Also, the revolver will initially have a 35 bps unused fee. This fee can range from 25 bps to 45 bps based on leverage.

Commitments are due on Oct. 3.

TriMas lead banks

J.P. Morgan Securities LLC and Bank of America Merrill Lynch are leading TriMas' credit facility that will refinance existing bank debt and second-lien notes, and be used for general corporate purposes.

Pro forma debt to EBITDA is 2.42 times.

"Due to the current attractive financial markets and the company's enhanced performance, we believe TriMas has the opportunity to refinance our credit facilities with terms that would be beneficial for the future of TriMas," said Mark Zeffiro, chief financial officer, in a news release.

"We expect TriMas to benefit from immediate and significant interest savings, extended maturities and the liquidity and capital structure flexibility needed to best position the company for future growth," Zeffiro added.

PTC launches

Also on the topic of talk, PTC Alliance disclosed shortly ahead of its afternoon bank meeting that its $225 million six-year covenant-light first-lien term loan (B2) is being shopped at Libor plus 675 bps with a 1.25% Libor floor and an original issue discount of 97, according to a market source. There is soft call protection of 102 in year one and 101 in year two.

Lead bank, Credit Suisse Securities (USA) LLC, is asking for commitments by Oct. 3, the source said.

Proceeds will be used to fund a dividend and for general corporate purposes.

PTC is a Wexford, Pa.-based manufacturer and marketer of welded and cold drawn mechanical steel tubing and tubular shapes, fabricated parts, precision components and chrome-plated rod.

Transtar call premiums emerge

Transtar also held a bank meeting, and call protection on the term loans surfaced as a 101 soft call on the first-lien term loan and, on the second-lien term loan, as 103 in year one, 102 in year two and 101 in year three, a market source said.

As previously reported, the $295 million six-year first-lien term loan (B1/B+) is talked at Libor plus 475 bps with a 1.25% Libor floor and an original issue discount of 99, and the $165 million seven-year second-lien term loan (Caa1/CCC+) is talked at Libor plus 850 bps with a 1.25% floor and a discount of 98.

The company's $510 million credit facility also includes a $50 million five-year revolver (B1/B+).

Commitments are due on Oct. 3, the source added.

RBC Capital Markets LLC is leading the deal that will be used to refinance existing debt and fund a dividend.

Transtar is a Cleveland-based distributor of automotive aftermarket driveline solutions.

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