Rough Country breaks; EagleClaw Midstream, Unitymedia, TKC Holdings, Ascensus revise deals

By Sara Rosenberg

New York, June 7 – Rough Country LLC’s credit facilities hit the secondary market on Wednesday, with the first-lien term loan quoted above its original issue discount.

Meanwhile, in the primary market, EagleClaw Midstream Ventures LLC lowered pricing on its term loan and extended the call protection, and Unitymedia Finance LLC upsized its term loan B and trimmed the spread.

Also, TKC Holdings Inc. lifted its incremental first- and second-lien term loan sizes and set spreads at the high end of guidance, and Ascensus Inc. upsized its incremental term loan while tightening the original issue discount.

Furthermore, Surgery Center Holdings Inc., Coinmach Services (Spin HoldCo Inc.), Energy Future Intermediate Holding Co. LLC, SRS Distribution Inc., Sally Beauty Holdings Inc. and Coveris Holdings SA released price talk with launch, and Kofax (Project Leopard Holdings) and Veritas Technologies Corp. joined this week’s new issue calendar.

Rough Country frees up

Rough Country’s credit facilities began trading on Wednesday, with the $205 million six-year covenant-light first-lien term loan quoted at 99½ bid, par ¼ offered, according to a market source.

Pricing on the first-lien term loan is Libor plus 450 basis points with a 1% Libor floor, and it was sold at an original issue discount of 99. The debt has 101 soft call protection for six months.

The company’s $225 million in first-lien credit facilities (B2/B) also include a $20 million revolver.

Golub Capital is leading the deal that will be used to help fund the buyout of the company by Gridiron Capital from Audax Private Equity.

The company is also getting an $85 million privately placed second-lien term loan led by Carlyle Private Credit.

Rough Country is a Dyersburg, Tenn.-based supplier of aftermarket suspension lift kits and components to the off road SUV and light truck enthusiast market.

EagleClaw changes emerge

Switching to the primary market, EagleClaw Midstream Ventures trimmed pricing on its $1.25 billion seven-year first-lien term loan (B3/B+/BB) to Libor plus 425 bps from Libor plus 475 bps and pushed out the 101 soft call protection to one year from six months, according to a market source.

The term loan still has a 1% Libor floor and an original issue discount of 99.

The company’s $1.35 billion in senior secured credit facilities also include a $100 million super-priority revolver.

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

Jefferies LLC is leading the deal that will be used to help fund the buyout of the company by Blackstone Energy Partners and Blackstone Capital Partners for about $2 billion.

Closing is expected by the end of July.

EagleClaw is a Midland, Texas-based midstream operator in the Permian’s Delaware Basin in West Texas.

Unitymedia modifies loan

Unitymedia raised its covenant-light term loan B due September 2025 to $855 million from $620 million and cut pricing to Libor plus 225 bps from Libor plus 250 bps, while leaving the 0% Libor floor, original issue discount of 99.75 and 101 soft call protection for six months unchanged, a market source remarked.

Recommitments were due at 5 p.m. ET on Wednesday, the source added.

Deutsche Bank Securities Inc., Bank of America Merrill Lynch, Barclays, BNP Paribas Securities Corp., Citigroup Global Markets Inc., ING, Goldman Sachs Bank USA, J.P. Morgan Securities LLC, RBC Capital Markets and The Bank of Nova Scotia are leading the deal. Scotia is the administrative agent.

The term loan will be used to refinance €527 million of 5.5% senior secured notes due 2022, and funds from the upsizing will partially refinance secured bonds due 2023.

Unitymedia is a Germany-based cable TV and broadband company.

TKC revises deal

TKC Holdings increased its incremental first-lien term loan to $130 million from $115 million and finalized pricing at Libor plus 425 bps, the high end of the Libor plus 400 bps to 425 bps talk, a market source said.

Also, the company upsized its incremental second-lien term loan to $80 million from $55 million and set the spread at Libor plus 800 bps, the wide end of the Libor plus 775 bps to 800 bps talk, the source continued.

As before, both term loans have a 1% Libor floor and a discount of 99.5, the first-lien loan has 101 soft call protection for six months, and the second-lien loan has call protection of 102 in year one and 101 in year two.

Commitments were due at 5 p.m. ET on Wednesday, moved up from Thursday, the source added.

Jefferies LLC and KK Capital Markets are leading the deal that will be used to fund a dividend, with Jefferies left lead on the first-lien and KKR left lead on the second-lien.

In connection with this transaction, the company’s existing first-and second-lien term loan will be repriced to match the incremental loan levels and the new loans will be fungible.

TKC is a St. Louis-based provider of commissary, food service and related technology products to the corrections industry, and a provider of in-room coffee service to hotels and motels.

Ascensus tweaked

Ascensus lifted its fungible incremental covenant-light first-lien term loan (B2/B+) due December 2022 to $42 million from $25 million and moved the original issue discount to 99.75 from 99.5, according to a market source.

Pricing on the incremental loan is still Libor plus 400 bps with a 1% Libor floor, and the debt still has 101 soft call protection through Aug. 3.

Commitments are due at 5 p.m. ET on Thursday, accelerated from 5 p.m. ET on Friday, the source said.

Credit Suisse Securities (USA) LLC is leading the deal that will be used to fund a tuck-in acquisition, and, because of the upsizing, to pay down revolver borrowings.

Ascensus is a Dresher, Pa.-based service provider of retirement and college savings plans.

Surgery Center guidance

In more primary news, Surgery Center held its bank meeting on Wednesday, launching its $1.29 billion seven-year senior secured covenant-light term loan at talk of Libor plus 325 bps to 350 bps with a 1% Libor floor and an original issue discount of 99.5, a market source said. The loan has 101 soft call protection for six months.

The Nashville-based health care services company’s $1,365,000,000 of senior secured credit facilities (B1/B) also include a $75 million five-year revolver.

Commitments are due on June 21, the source added.

Jefferies LLC and KKR Capital Markets are leading the deal that will be used with $335 million in bonds to help fund the acquisition of National Surgical Healthcare Inc., a Chicago-based owner and operator of surgical facilities, from Irving Place Capital for about $760 million and to refinance an existing term loan.

With the transaction, Bain Capital Private Equity will acquire H.I.G. Capital’s existing equity stake in Surgery Partners, and Bain will contribute around $295 million in preferred equity.

Closing is expected this year, subject to regulatory approvals and other customary conditions.

Coinmach holds call

Coinmach Services hosted its lender call in the morning and revealed price talk on its $1,686,000,000 of senior secured credit facilities (B2/B), a market source remarked.

Talk on the $120 million revolver due Nov 14, 2021 is Libor plus 325 bps to 350 bps with a 0% Libor floor, and talk on the $1,566,000,000 covenant-light first-lien term loan B due Nov 14, 2022 is Libor plus 325 bps to 350 bps with a 1% Libor floor, an original issue discount of 99.5 and 101 soft call protection for six months, the source continued.

The term loan includes a $57 million delayed-draw tranche with availability 60 days from closing that has a ticking fee of half the drawn spread from days 31 to 60.

Morgan Stanley Senior Funding Inc. is the left lead on the deal that will be used by the Plainview, N.Y.-based laundry equipment service provider to amend and extend an existing revolver and term loan B, and upsize the term loan B by $76,404,978 to fund a tuck-in acquisition and pay related fees and expenses.

The amendment will set the restricted payments general basket to be subject to no greater than 5.0 times net total leverage, eliminate the free and clear basket and reduce the leverage-based prong to 3 times net first-lien leverage, and increase the excess cash flow sweep to 75% with step-downs from 50%, the source added.

Consents/commitments are due at 5 p.m. ET on June 14.

Energy Future details

Energy Future Intermediate Holding launched on its lender call a $5,475,000,000 debtor-in-possession financing facility due June 2018 that will convert and be reduced to a $4 billion seven-year covenant-light term loan upon exit from bankruptcy, according to a market source.

Talk on the DIP/exit loan is Libor plus 275 bps with a 0% Libor floor and 101 soft call protection for six months, the source said. The DIP is talked with a 25 bps original issue discount on the full amount funded on the closing date and the exit loan is talked with a 25 bps discount on the $4 billion to be rolled, payable at exit.

Commitments are due at noon ET on June 16, the source added.

Citigroup Global Markets Inc. and Morgan Stanley Senior Funding Inc. are leading the deal that will be used to refinance an existing $5,475,000,000 DIP, to pay DIP interest and to pay restructuring fees and expenses.

Closing and funding will occur after court approval. A hearing is being held on June 26.

Energy Future is a Dallas-based power generation company and utility operator.

SRS launches

SRS Distribution released talk of Libor plus 325 bps to 350 bps with a 1% Libor floor, a par issue price and 101 soft call protection for six months on its $704.5 million first-lien term loan (B2/B) due Aug. 25, 2022 with its morning lender call, a market source said.

Commitments are due at 5 p.m. ET on Tuesday, the source added.

Barclays and UBS Investment Bank are leading the deal that will be used to reprice an existing first-lien term loan from Libor plus 425 bps with a 1% Libor floor.

Pro forma first-lien leverage is 4.6 times and total net leverage is 5.4 times.

SRS Distribution is a McKinney, Texas-based roofing products distributor.

Sally Beauty sets talk

Sally Beauty came out with price talk on its $850 million in seven-year floating-and fixed-rate term loan B debt in connection with its morning meeting, a market source remarked.

The $600 million floating-rate term loan B is talked at Libor plus 275 bps to 300 bps with a 0% Libor floor, an original issue discount of 99 and 101 soft call protection for six months, and the $250 million fixed-rate term loan B is talked at 4.75% to 5% with a discount of 99 and call protection of non-callable for one year, then at 102 in year two and 101 in year three, the source added.

J.P. Morgan Securities LLC is leading the deal that will be used to fund the redemption of $850 million of 5¾% senior notes due 2022.

Additionally, the company plans to amend and restate its ABL revolving credit facility to extend the maturity by five years and reduce the applicable margins.

Sally Beauty is a Denton, Texas-based specialty retailer and distributor of professional beauty supplies.

Coveris proposed terms

Coveris held its lender call, and with the event talk on its $510 million first-lien term loan due June 2024 and €402 million first-lien term loan due June 2024 was announced, according to a market source.

The U.S. term loan is talked at Libor plus 400 bps with a 1% Libor floor and the euro term loan is talked at Euribor plus 350 bps with a 1% floor, the source said.

Both loans are talked with an original issue discount of 99.5 for new money lenders or upsizes of existing positions, to the extent paper becomes available, a 25 bps extension fee for existing lenders and 101 soft call protection for six months, the source added.

Goldman Sachs Bank USA is leading the deal (B2/B) that will extend existing term loan maturities from May 18, 2019. The existing term loans are currently priced at Libor/Euribor plus 350 bps with a 1% floor.

Commitments are due on June 14 and closing is expected in mid-June.

Coveris, a Sun Capital Partners Inc. portfolio company, is a Chicago-based manufacturer and distributor of packaging solutions and coated film technologies.

Kofax on deck

Kofax set a bank meeting for 10 a.m. ET in New York on Thursday to launch $565 million of credit facilities, according to a market source.

The facilities consist of a $60 million revolver, and a $505 million six-year covenant-light first-lien term loan talked at Libor plus 550 bps with a 1% Libor floor, an original issue discount of 99 and 101 soft call protection for six months, the source said.

Commitments are due at 5 p.m. ET on June 22.

Credit Suisse Securities (USA) LLC, Goldman Sachs Bank USA and UBS Investment Bank are leading the deal that will be used to help fund the buyout of the company by Thoma Bravo from Lexmark International Inc.

Closing is expected in the third quarter, subject to customary conditions and regulatory approvals.

Kofax is an Irvine, Calif.-based provider of software solutions and services across multi-channel capture and financial process automation markets.

Veritas readies deal

Veritas Technologies will hold a lender call on Friday morning to launch a refinancing of its term loans, a market source said.

Bank of America Merrill Lynch is the left lead on the transaction.

Veritas is a Mountain View, Calif.-based provider of storage and server management software solutions.

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