Barbri, Warnaco Group, Univita Health break; Rural/Metro, AMC Networks rework deals

By Sara Rosenberg

New York, June 16 - Barbri's credit facility made its way into the secondary market on Thursday, with its term loan seen above its original issue discount price, and Warnaco Group Inc. and Univita Health freed up, too.

Over in the primary, Rural/Metro Corp. announced early in the day that it increased pricing on its credit facility, and AMC Networks Inc. (Rainbow Media Holdings LLC) decided to upsize its term loan B tranche.

Also, Ashland Inc., SBA Senior Finance II LLC, Pro Mach Inc. and Mercury Payment Systems LLC revealed price talk on their credit facilities as the transactions were launched to lenders during the session.

Barbri tops OID

Barbri's credit facility began trading on Thursday, with its $240 million term loan quoted at 99 3/8 bid, 99 7/8 offered, according to a trader.

Pricing on the term loan, as well as on a $30 million revolver, is Libor plus 450 bps with a 1.5% Libor floor, and the tranches were sold at an original issue discount of 99. There is 101 soft call protection for one year on the term loan.

Pricing on the $270 million credit facility had been flexed up from Libor plus 400 bps, and call protection was added to the term loan during the syndication process.

GE Capital Markets is the lead bank on the deal that will be used for buyout financing.

Barbri is a provider of bar review courses and law student support.

Warnaco breaks

Also hitting the secondary market was Warnaco's $200 million seven-year covenant-light term loan B (Ba1/BBB-), with levels quoted at 99¾ bid, par ½ offered on the open and then it moved up to par bid, par ¾ offered, according to a trader.

Pricing on the B loan is Libor plus 275 bps, after firming recently at the low end of the Libor plus 275 bps to 300 bps talk. There is a 1% Libor floor and 101 soft call protection for one year, and the debt was sold at an original issue discount of 991/2.

J.P. Morgan Securities LLC is the lead bank on the deal that will be used to refinance existing debt and for general corporate purposes.

Warnaco is a New York-based designer, marketer and distributor of intimate apparel, sportswear and swimwear.

Univita starts trading

Univita Health's credit facility freed up as well, with the $200 million six-year term loan quoted at 99 bid, 99½ offered, a trader told Prospect News.

Pricing on the term loan and on a $20 million five-year revolver is Libor plus 475 bps after firming the other week at the wide end of Libor plus 450 bps to 475 bps talk. There is a 1.5% Libor floor, and the debt was sold at an original issue discount of 99. Also, the term loan includes 101 soft call protection for one year.

Barclays Capital Inc. and Jefferies & Co. Inc. are the lead banks on the $220 million senior secured credit facility (B2/B) that will be used to repay existing credit facility and mezzanine debt.

Univita is a Scottsdale, Ariz.-based provider of home-based care.

Rural/Metro flexes

Switching to the primary, Rural/Metro lifted pricing on its $425 million senior secured credit facility (B) to Libor plus 425 bps from Libor plus 400 bps, while leaving the 1.5% Libor floor and original issue discount of 99 intact, according to a market source.

The facility consists of a $100 million five-year revolver and a $325 million seven-year term loan.

After making the spread change first thing in the morning, the leads - Credit Suisse Securities (USA) LLC, Citigroup Global Markets Inc. and Jefferies & Co. - asked that lenders get their commitments in by 5 p.m. ET on Thursday.

Proceeds will be used to fund the acquisition of the company by Warburg Pincus for $17.25 per share in cash and to refinance existing debt. The revolver will be used for general corporate purposes.

Rural/Metro plans notes

Other funds for the buyout of Rural/Metro will come from $200 million of senior unsecured notes and $213 million of equity.

Based on filings with the Securities and Exchange Commission, it was thought that the term loan would be sized at $315 million, but the decision was made to increase it by $10 million and reduce the equity component, which was previously outlined at about $218 million.

Closing on the transaction is expected to take place by the end of June, subject to customary conditions and regulatory approvals.

Rural/Metro is a Scottsdale, Ariz.-based provider of emergency and non-emergency ambulance services and private fire protection services.

AMC ups B loan

AMC Networks made a change to its credit facility as well, increasing its 71/2-year term loan B to $595 million from $565 million, while leaving price talk unchanged at Libor plus 275 bps to 300 bps with a 1% Libor floor and an original issue discount of 991/2, according to a market source.

The facility still includes a $500 million five-year revolver and a $1.16 billion six-year term loan A, both talked at Libor plus 200 bps, with the revolver having a 37.5 bps unused fee.

J.P. Morgan Securities LLC and Bank of America Merrill Lynch are the lead banks on the now $2.255 billion senior secured credit facility (Ba2/BB+), up from $2.225 billion.

Commitments continue to be due on June 21.

AMC funding spinoff

AMC Networks is getting its credit facility and plans on issuing $700 million of senior notes in connection with the spinoff of Rainbow Media from Cablevision Systems Corp., a Bethpage, N.Y.-based telecommunications, media and entertainment company.

Proceeds from the new loan and notes will be used to refinance all existing Rainbow Media debt as well as to repay $1.25 billion of Cablevision and/or CSC Holdings LLC debt. The revolver will also be available for general corporate purposes.

The spinoff is expected to be completed by the end of this month.

Following the spinoff, AMC's assets would include programming networks AMC, WE tv, IFC, Sundance Channel and Wedding Central, IFC Entertainment, an independent film business, and Rainbow Network Communications, a network programming origination and distribution company.

Ashland discloses guidance

Also on the new deal front, Ashland held a bank meeting on Thursday to morning to launch its $3.65 billion credit facility (BB) to investors, at which time price talk on the transaction was announced, according to a market source.

The $750 million five-year revolver and $1.2 billion five-year term A are both being talked at Libor plus 225 bps, the source said, in line with the pricing that was outlined in the commitment letter that was previously filed with the SEC.

And, the $1.7 billion seven-year term B is being talked at Libor plus 300 bps with a 1% Libor floor and an original issue discount of 991/2, the source continued. By comparison, the commitment letter had pricing on this tranche expected at Libor plus 275 bps with a step-down to Libor plus 250 bps at total leverage of 2.5 times and a 1% Libor floor.

Citigroup Global Markets Inc., Scotia Capital (USA) Inc., Bank of America Merrill Lynch and U.S. Bank are leading the deal and are asking for commitments by June 30.

Ashland buying ISP

Proceeds from Ashland's credit facility, along with cash on hand, will be used to help fund the acquisition of International Specialty Products Inc. (ISP) for $3.2 billion in cash.

Pro forma for the transaction, secured debt to adjusted EBITDA is 3.2 times, secured net debt to adjusted EBITDA is 2.7 times, total debt to adjusted EBITDA is 3.5 times and total net debt to adjusted EBITDA is 2.9 times.

Closing is expected prior to the end of the September quarter, subject to satisfaction of customary conditions and receipt of U.S. and European Union regulatory approvals.

Ashland is a Covington, Ky.-based provider of specialty chemical products and services. ISP is a Wayne, N.J.-based specialty chemical manufacturer of functional ingredients and technologies.

SBA B loan pricing

SBA Senior Finance launched its $500 million seven-year term loan B on Thursday afternoon with talk of Libor plus 275 bps to 300 bps with a 1% Libor floor, an original issue discount of 99¾ and 101 soft call protection for one year, according to a market source.

J.P. Morgan Securities LLC, Barclays Capital Inc., TD Securities (USA) LLC, RBS Securities Inc. Deutsche Bank Securities Inc., Wells Fargo Securities LLC and Citigroup Global Markets Inc. are the bookrunners on the deal and are asking for commitments by June 24.

Proceeds from the company's new $1 billion senior secured credit facility (Ba2/BB), which also includes a $500 million five-year revolver, will be used to refinance an existing revolver and for general corporate purposes.

Leverage is 5.9 times on a senior secured basis and 7.3 times on a net total leverage basis.

SBA is a Boca Raton, Fla.-based owner and operator of wireless communications infrastructure.

Pro Mach talk emerges

Another company to hold a bank meeting and come out with price talk on Thursday was Pro Mach, with its $255 million senior secured credit facility (B2/B+) launched at Libor plus 450 bps to 475 bps, according to a market source.

The facility consists of a $35 million five-year revolver and a $220 million six-year term loan B.

The B loan has a 1.5% Libor floor, is being offered at an original issue discount of 99 and includes 101 soft call protection for one year, the source said. The revolver has no Libor floor.

Barclays Capital Inc. is the lead bank on the deal and is asking for commitments by June 30.

Pro Mach being acquired

Proceeds from Pro Mach's credit facility will be used to help fund its buyout by the Resolute Fund II LP, an affiliate of the Jordan Co., from Odyssey Investment Partners LLC.

Closing and funding is expected to occur on July 5, subject to customary conditions, including the repayment of substantially all of the company's outstanding debt.

Senior secured leverage is 4.5 times and net total leverage is 4.4.

Pro Mach is a Cincinnati-based provider of packaging machinery services and related aftermarket products to clients in the food, beverage, household goods and pharmaceutical industries.

Mercury sets guidance

Continuing on the topic of price talk, Mercury Payment Systems launched its $200 million six-year term loan B on Thursday at Libor plus 475 bps with a 1.5% Libor floor and an original issue discount of 991/2, according to a market source.

As was previously reported, there is 101 soft call protection for one year.

Deutsche Bank Securities Inc. is the lead bank on the deal that will be used to fund a distribution to shareholders.

Pro forma gross leverage is 3.9 times, and net leverage is 3.39 times.

Mercury Payment Systems is a Durango, Colo.-based payment processing company that partners with point-of-sale developers and resellers.

Revlon closes revolver

In other news, Revlon Consumer Products Corp. completed its $140 million five-year asset-based revolving credit facility, according to an 8-K filed with the SEC.

Pricing on the revolver is initially set at Libor plus 200 bps with a 37.5 bps unused fee. The spread can range from Libor plus 200 bps to 250 bps based on excess availability. There is no Libor floor.

Citigroup Global Markets Inc. and Wells Fargo Capital Finance LLC acted as the joint lead arrangers on the deal and bookrunners. Other bookrunners included Bank of America Merrill Lynch, J.P. Morgan Securities LLC and Credit Suisse Securities (USA) LLC.

Proceeds were used to refinance an existing $140 million asset-based revolver that was priced at Libor plus 300 bps with a 75 bps unused fee.

Revlon is a New York-based cosmetics, hair color, beauty tools, fragrances, skincare, anti-perspirant/deodorant and beauty care products company.

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