Nielsen, TransDigm, Payless, Pro Mach, Ollie's break; primary sees a number of deal changes

By Sara Rosenberg

New York, Feb. 25 - Nielsen Finance LLC's class E term loan hit the secondary market on Monday at plus-par levels, and TransDigm Inc., Payless ShoeSource (Collective Brands Inc.), Pro Mach Inc. and Ollie's Bargain Outlet freed up too.

Over in the primary, SRS Distribution Inc. cut the coupon, Libor floor, original issue discount and call protection tenor on its term loan, and Phoenix Services (Metals Services LLC) modified the offer price on its add-on deal.

Also, Citco Funding LLC trimmed the spread on its add-on and repricing transaction and tightened the discount price on the new money, and Pharmaceutical Research Associates Inc. upsized its incremental loans and converted the delayed-draw tranche into a funded tranche.

In addition, World Kitchen LLC lifted the size of its term loan while reducing price talk on its entire facility, AES Corp. widened the Libor floor on its repricing proposal, and Topaz Power Holdings LLC raised its term loan size and trimmed pricing.

Furthermore, Hostess Brands (Cakes Business), Harlan Laboratories Inc., Commercial Barge Line Co. (American Commercial Lines), Constellium Holdco BV, Armstrong World Industries Inc. and Eze Software Group surfaced with new deal plans, and details on Swift Transportation Co.'s repricing were released.

Nielsen starts trading

Nielsen's class E term loan (Ba2/BBB-) due May 2016 broke for trading on Monday, with the $2,532,000,000 tranche quoted at par ¼ bid, par ¾ offered, according to a trader.

Pricing on the U.S. loan is Libor plus 275 basis points, after firming recently at the wide end of the Libor plus 250 bps to 275 bps talk. There is no Libor floor and 101 soft call protection for six months, and the debt was issued at par/

The company's $2.9 billion class E term loan also includes a €300 million tranche at Euribor plus 300 bps with no floor, 101 soft call protection for six months and a par issue price. This tranche also firmed at the high end of talk, which was Euribor plus 275 bps to 300 bps.

Citigroup Global Markets Inc. is the leading the deal that will be used to reprice a term loan A, term loan B and term loan C.

Nielsen is a New York and Netherlands-based provider of information and insights into what consumers watch and buy.

TransDigm tops par

TransDigm's credit facility made its way into the secondary as well, with the $1.7 billion seven-year covenant-light term loan C quoted at par 1/8 bid, par 5/8 offered and the $500 million covenant-light four-year term loan B quoted at par ¼ bid, par ¾ offered, according to a market source.

Pricing on the seven-year C loan is Libor plus 300 bps, and pricing on the four-year B loan is Libor plus 275 bps, with both having a 0.75% Libor floor and 101 soft call protection for one year, and both issued at par.

During syndication, the seven-year loan was downsized from $2.2 billion and pricing was lifted from Libor plus 275 bps, and the four-year loan was added to the capital structure.

The company's $2.51 billion facility (Ba2/BB-) also includes a $310 million five-year revolver.

Credit Suisse Securities (USA) LLC, UBS Securities LLC, Morgan Stanley Senior Funding Inc. and Citigroup Global Markets Inc. are leading the deal that will be used to refinance an existing credit facility, including a $2.2 billion term loan that is priced at Libor plus 300 bps with a 1% Libor floor.

TransDigm is a Cleveland-based maker of aircraft components.

Payless hits secondary

Another deal to free up was Payless' $225 million add-on term loan B due Oct. 9, 2019, with levels quoted at par ¾ bid, 101¼ offered, according to a market source.

Pricing on the loan, which was upsized from $175 million, is Libor plus 600 bps, after firming at the wide end of the Libor plus 550 bps to 600 bps talk. There is a 1.25% Libor floor and 101 soft call protection for one year, and the debt was issued at par.

The add-on and the existing term loan B are fungible.

Morgan Stanley Senior Funding Inc., Jefferies Finance LLC and MCS Capital Markets LLC are leading the deal that will be used to fund a return of capital to shareholders.

Closing is expected mid-week, a source added.

Payless is Topeka, Kan.-based specialty family footwear retailer.

Pro Mach wraps 101

Pro Mach's $70 million add-on senior secured term loan B due July 16, 2017 surfaced in the secondary, with levels quoted at par ½ bid, 101½ offered, a market source said.

Pricing on the add-on is Libor plus 375 bps with a 1.25% Libor floor, and there is 101 soft call protection that expires on Oct. 15, 2013. Terms on the add-on, match the existing term loan B.

The add-on was issued at par, after firming earlier in the day at the tight end of the 99½ to par talk.

Proceeds from the Barclays-led deal will be used to fund a one-time distribution to shareholders.

With the add-on, the company is amending the restricted payments basket to allow for the dividend and will adjust the net total leverage covenant levels and refresh the incremental basket at existing levels pro forma for the transaction. Net senior secured and net total leverage at close will be 4.5 times.

Lenders were offered a 15 bps amendment fee.

Recommitments for the add-on were due by 1 p.m. ET on Monday and the amendment is expected to be effective on Wednesday, the source added.

Pro Mach is a Loveland, Ohio-based provider of packaging machinery services and products.

Ollie's frees up

Ollie's Bargain Outlet's $50 million add-on term loan and a repricing of its existing $225 million covenant-light term loan also began trading, with levels quoted at par ½ bid, 101 offered, according to a trader.

The deal is priced at Libor plus 400 bps with a 1.25% Libor floor, and was sold at par. There is 101 soft call protection through Sept. 28, 2013.

With the repricing, the existing term loan is being taken down from Libor plus 500 bps with a 1.25% Libor floor and existing lenders are getting paid out at 101.

Proceeds from the add-on will be used to redeem shares held by financial sponsor CCMP Capital Advisors, the source added.

Jefferies Finance LLC is leading the deal that will result in leverage of 4.3 times net of cash.

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

SRS revises terms

Moving to the primary, SRS Distribution trimmed pricing on its $220 million 61/2-year term loan B (B2/B) to Libor plus 375 bps from Libor plus 450 bps, lowered the Libor floor to 1% from 1.25%, modified the original issue discount to 99½ from 99 and shortened the 101 soft call protection to six months from one year, according to a market source.

The company's $320 million credit facility also provides for a $100 million five-year ABL revolver that has already been syndicated.

Recommitments are due at 5 p.m. ET on Tuesday and allocations are targeted to go out on Friday, the source remarked.

UBS Securities LLC and Barclays are leading the deal that will be used with $100 million of mezzanine debt to fund the company's buyout by Berkshire Partners from AEA Investors.

SRS is a McKinney, Texas-based roofing distributor.

Phoenix tightens offer

Phoenix Services changed the offer price on its $25 million first-lien tack-on term loan due June 30, 2017 to par ½ from par, according to a market source.

As before, pricing on the add-on is Libor plus 650 bps with a 1.25% Libor floor, and it has soft call protection of 102 through November 2013 and 101 through November 2014.

The spread, floor and call protection match the existing term loan, as it is fungible with the add-on.

Credit Suisse Securities (USA) LLC and Morgan Stanley Senior Funding Inc. are leading the deal that will be used to fund a new contract win.

Phoenix Services is a Kennett Square, Pa.-based provider of steel mill services and a processor of slag and co-products from steel mills and foundries.

Citco changes emerge

Citco lowered the spread on its $80 million add-on senior term loan due 2018 and repricing of its existing term loan due 2018 to Libor plus 325 bps from talk of Libor plus 350 bps to 375 bps, and moved the original issue discount on the add-on to 99 7/8 from 991/2, according to a market source.

Both the add-on and the repriced loan still have a 1% Libor floor, and the repriced loan is still being offered at par.

Proceeds from the add-on will be used to pay a $40 million dividend and place $40 million into Citco Banking Corp. to further strengthen the solvency ratios of the Citco Banks above the minimum regulatory requirements. And, with the repricing, the company is lowering existing term loan pricing from Libor plus 425 bps with a 1.25% Libor floor.

Lead banks, UBS Securities LLC and Deutsche Bank Securities Inc., were seeking commitments by 5 p.m. ET on Monday. The deadline was accelerated from Wednesday, the source added.

Citco is a provider of financial services to hedge funds, private equity and real estate firms, institutional banks, companies and high net worth individuals.

Pharmaceutical restructures

Pharmaceutical Research Associates lifted its add-on first-lien term loan due December 2017 to $25 million from $12.5 million and its add-on second-lien term loan due June 2019 to $25 million from $12.5 million, according to a market source.

As before, the first-lien add-on is priced at Libor plus 525 bps with a 1.25% Libor floor and a par offer price, and has 101 soft call protection for one year, and the second-lien term loan is priced at Libor plus 925 bps with a 1.25% Libor floor and a par offer price, and has call protection of 103 in year one, 102 in year two and 101 in year three.

In addition, the company revised its $45 million delayed-draw for 120 days first-lien term loan due December 2017 into a funded term loan from a delayed-draw for 120 days loan, the source said. This traanche is priced at Libor plus 525 bps with a 1.25% Libor floor, and is now being offered at par, instead of at a discount of 991/2. There is 101 soft call protection for one year.

Pharmaceutical ups dividend

Due to the increase in the amount of incremental term loans that Pharmaceutical Research Associates is getting, the one-time dividend payment being made by the company was upsized to $128.9 million.

Other funds for the dividend, as well as for a $45 million acquisition, are coming from cash on hand.

Recommitments were due by 5 p.m. ET on Monday, the source added.

UBS Securities LLC is leading the deal for the Raleigh, N.C.-based clinical research organization.

World Kitchen tweaks deal

World Kitchen upsized its six-year term loan to $190 million from $180 million, and cut price talk on the tranche, as well as on a $90 million five-year revolver, to Libor plus 425 bps to 450 bps from Libor plus 500 bps to 525 bps according to a market source.

The revolver still has with no Libor floor and an original issue discount of 991/2, and the term loan still has a 1.25% Libor floor, a discount of 99 and 101 soft call protection for one year.

Recommitments were due at the end of the day on Monday, the source said.

BMO Capital Markets, SunTrust Robinson Humphrey Inc. and J.P. Morgan Securities LLC are leading the now $280 million credit facility (B+) that will be used to refinance existing debt and for general corporate purposes.

World Kitchen is a Rosemont, Ill.-based manufacturer and marketer of bakeware, dinnerware, kitchen and household tools, rangetop cookware and cutlery products.

AES modifies floor

AES changes the Libor floor on its $807 million term loan B due June 2018 to 1% from 0.75% Libor floor, while keeping pricing at Libor plus 275 bps, the offer price at par and the 101 soft call protection for one year intact, according to a market source.

Proceeds will be used to reprice an existing term loan B from Libor plus 325 bps with a 1% Libor floor.

Recommitments were due at noon ET on Monday, the source said.

Citigroup Global Markets Inc. and Bank of America Merrill Lynch are the lead banks on the deal.

AES is an Arlington, Va.-based generator and distributor of electricity.

Topaz reworked

Topaz Power lifted its seven-year term loan B to $610 million from $560 million and reverse flexed pricing to Libor plus 400 bps from Libor plus 425 bps, while keeping the 1.25% Libor floor, original issue discount of 99 and 101 soft call protection for one year intact, according to a market source.

Goldman Sachs & Co. and Barclays are leading the now $640 million senior secured credit facility (B1/BB-), which also includes a $30 million four-year revolver.

Recommitments were due at 2 p.m. ET on Monday.

Proceeds will be used to refinance an existing credit facility, fund swap breakage, fund a six-month debt service reserve and fund a major maintenance reserve. Due to the term loan B upsizing, the revolver will be undrawn at closing, and $35 million will sit as cash on the balance sheet, with the ability to be used for a dividend no earlier than Sept. 30, the source remarked.

Topaz Power owns a portfolio of five generating units in southern Texas (ERCOT) with a combined capacity of 1,883 MW.

Hostess coming soon

In more primary happenings, Hostess Brands set a bank meeting in New York for Wednesday to launch a $510 million credit facility that includes a $60 million ABL revolver and a $450 million seven-year first-lien covenant-light term loan, according to a market source, who said that price talk is not yet available.

Credit Suisse Securities (USA) LLC and UBS Securities LLC are leading the deal.

Proceeds will be used to fund the purchase of the baked snack foods business by Apollo Global Management LLC and Metropoulos & Co. from Hostess Brands Inc. for $410 million.

Commitments are due March 8, the source said, and closing on the acquisition is expected by the end of April, subject to approval by the United States Bankruptcy Court and customary conditions.

Hostess is a fresh-baked sweet good company.

Harlan readies deal

Harlan Laboratories will hold a bank meeting at 10:30 a.m. ET in New York on Tuesday to launch a $305 million credit facility that is being led by UBS Securities LLC and Jefferies Finance LLC, according to a market source.

The facility consists of a $20 million 31/4-year revolver talked at Libor plus 550 bps with an original issue discount of 99, a $200 million 33/4-year first-lien term loan talked at Libor plus 500 bps with a 1.25% Libor floor and a discount of 99, and an $85 million 41/2-year second-lien term loan talked at Libor plus 1,000 bps with a 1.25% floor and a discount of 97, the source said.

Included in the first-lien term loan is 101 soft call protection for one year and the second-lien term loan is non-callable for one year, then at 103 in year two and 101 in year three.

Commitments are due on March 12, the source continued.

Harlan, an Indianapolis-based provider of pre-clinical and non-clinical contract research, research models, lab animal diets and services, will use the new credit facility to refinance existing debt.

Commercial Barge on deck

Commercial Barge Line set a bank meeting for Tuesday afternoon to launch a $650 million senior secured term loan (B-), and the company will be increasing its existing asset-based revolving credit facility to $550 million from $475 million as well, according to sources.

Bank of America Merrill Lynch, Goldman Sachs & Co., UBS Investment Bank and Wells Fargo Securities are leading the deal.

Proceeds will repay 10 5/8%/11 3/8% senior PIK toggle notes due 2016 at a redemption price of 105 and 12½% senior secured notes due 2017 at a redemption price of 1061/4, and fund a $207 million dividend.

Commercial Barge Line is a Jeffersonville, Ind.-based marine transportation and service company.

Constellium plans loans

Constellium will host a bank meeting on Wednesday afternoon to launch a $360 million seven-year term loan and a €75 million seven-year term loan, according to a market source.

Deutsche Bank Securities Inc., Goldman Sachs & Co. and BNP Paribas Securities Corp. are leading the deal that will be used to refinance existing debt and pay a dividend.

Constellium is a Paris-based designer and manufacturer of aluminum products and components.

Armstrong joins calendar

Armstrong World Industries scheduled a call for Tuesday afternoon to launch a $1,275,000,000 credit facility that will be used to refinance existing debt, according to a market source.

The facility consists of a $250 million five-year revolver, a $500 million five-year term loan A and a $525 million seven-year term loan B with 101 soft call protection for six months, the source said.

Bank of America Merrill Lynch, J.P. Morgan Securities Inc. and Barclays are leading the deal.

Armstrong is a Lancaster, Pa.-based designer and manufacturer of floors, ceilings and cabinets.

Eze Software readies deal

Eze Software Group set a bank meeting for Tuesday to launch a $580 million credit facility that consists of a $75 million five-year revolver, a $335 million seven-year first-lien term loan and a $170 million eight-year second-lien term loan, according to a market source.

Bank of America Merrill Lynch is the lead bank on the deal.

Proceeds will be used to help fund the buyout of Eze Castle Software, a provider of global order management and related investment technologies, and RealTick, a multi-broker, cross-asset electronic execution platform, by TPG from ConvergEx Group to form Eze Software Group.

After closing, Eze Software will acquire Tradar, a supplier of portfolio management and accounting solutions.

Eze Software Group is a provider of investment technology to support the front, middle and back office.

Swift repricing

In other news, Swift Transportation held its call on Monday, launching a repricing of $660 million in term loan debt, according to a market source.

The debt consists of a $202 million term loan B-1 due 2016 talked at Libor plus 275 bps with no Libor floor, and a $458 million term loan B-2 due 2017 talked at Libor plus 300 bps with a 1% Libor floor, with both tranches offered at par and including 101 soft call protection for six months, the source said.

The B-1 is being repriced from Libor plus 375 bps with no floor, and the B-2 is being repriced from Libor plus 375 bps with a 1.25% Libor floor.

Bank of America Merrill Lynch, Morgan Stanley Senior Funding Inc. and Wells Fargo Securities LLC are leading the deal.

Swift is a Phoenix-based transportation services company and truckload carrier.

Leap launches

Leap Wireless International Inc. launched its $1,425,000,000 seven-year term loan C with a call on Monday, and lenders are being asked to get their commitments in by noon ET on Friday, according to a market source.

The term loan C is talked at Libor plus 350 bps with a 1.25% Libor floor and an original issue discount of 99, and has 101 soft call protection for one year.

Deutsche Bank Securities Inc., Bank of America Merrill Lynch, UBS Securities LLC and Citigroup Global Markets Inc. are leading the deal.

Proceeds will be used to refinance the company's $1.1 billion of 7¾% secured notes and up to $250 million of its 4½% convertible notes and for general corporate purposes.

The company is also looking to amend its existing senior secured credit facility to allow for the incremental term loan C, and this amendment is expected to be completed in March.

Leap is a San Diego-based provider of digital wireless services.

Integra closes

Integra Telecom Holdings Inc., a Portland, Ore., fiber-based telecommunications carrier, completed its $845 million credit facility, consisting of a $60 million revolver (B2), a $585 million first-lien term loan (B2) and a $200 million second-lien term loan (Caa2), according to a news release.

Pricing on the first-lien term loan is Libor plus 475 bps with a step-down to Libor plus 450 bps at net first-lien leverage of 2.5 times. There is a 1.25% Libor floor and 101 soft call protection for one year, and it was sold at an original issue discount of 99.

The second-lien loan is priced at Libor plus 850 bps with a 1.25% Libor floor, and it was sold at 99. The loan is non-callable for one year, then at 102 in year two and 101 in year three.

During syndication, the first-lien loan was upsized from $555 million, pricing was lowered from Libor plus 525 bps and the step-down was added. Meanwhile, the second-lien loan was downsized from $225 million, pricing was cut from talk of Libor plus 900 bps to 950 bps and the discount was tightened from talk of 98 to 981/2.

Bank of America Merrill Lynch and Morgan Stanley Senior Funding Inc. led the refinancing deal, with Bank of America left on the first-lien loan and Morgan Stanley left on the second-lien loan.

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