Life Time Fitness, Cushman, Eze Software, WME hit secondary; Vencore, West, Ennis reworked

By Sara Rosenberg

New York, June 8 – Life Time Fitness Inc. (LTF Merger Sub Inc.) modified the original issue discount on its incremental term loan B, and Cushman & Wakefield (DTZ) increased the size of its add-on term loan and finalized the issue price in the middle of guidance before breaking for trading on Wednesday, and deals from Eze Software Group and WME IMG LLC also freed up.

In more happenings, Vencore Inc. upsized its first-lien term loan and modified the issue price, downsized its second-lien term loan and accelerated the commitment deadline on the debt, West Corp. adjusted its term loan B-12 and term loan A-2 sizes, added a term loan B-14 to its transaction and trimmed the spread on its B-12 loan, and Ennis-Flint tightened the spread and original issue discount on its term loan B.

Also, Vertafore (VF Holding Corp.), Linden Cogeneration (EFS Cogen Holdings I LLC), ExamWorks Group Inc. and Prime Security Services Borrower LLC (ADT) came out with price talk with launch, and PCI Pharma Services and MW Industries hopped on to the near-term new issue calendar.

Life Time tweaked, breaks

Life Time Fitness changed the original issue discount on its fungible $100 million incremental covenant-light term loan B due June 2022 to 99 from the 98.625 area, a market source said.

As before, pricing on the incremental loan is Libor plus 325 basis points with a 1% Libor floor, in line with existing term loan pricing.

Commitments were due at noon ET on Wednesday, and then the debt freed up for trading with levels seen at 99 1/8 bid, 99 5/8 offered, a trader added.

Deutsche Bank Securities Inc. is leading the deal that will be used to repay revolver borrowings and to add cash to the balance sheet.

Life Time Fitness is a Chanhassen, Minn.-based operator of sports, professional fitness, family recreation and spa destinations.

Cushman revised, trades

Cushman & Wakefield lifted its add-on first-lien term loan due 2021 to $350 million from $250 million and finalized the original issue discount at 99.25, the midpoint of the 99 to 99.5 talk, while keeping pricing at Libor plus 325 bps with a 1% Libor floor, according to a market source.

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

By late day, the loan made its way into the secondary market, with levels quoted at 99½ bid, par offered, the source said.

UBS Investment Bank is leading the debt that will be used for general corporate purposes.

Cushman & Wakefield is a real estate services firm.

Eze Software tops OID

Eze Software’s $115 million non-fungible incremental first-lien covenant-light term loan B-2 (B1/B+) due April 4, 2020 began trading too, with levels quoted at 99¾ bid, par ¼ offered, according to a trader.

Pricing on the loan is Libor plus 350 bps with a 1% Libor floor, and it was sold at an original issue discount of 99.5.

During syndication, pricing on the term loan firmed at the tight end of the Libor plus 350 bps to 375 bps talk and the discount was modified from 99.

Bank of America Merrill Lynch, Morgan Stanley Senior Funding Inc., Jefferies Finance LLC and Deutsche Bank are leading the deal that will be used to fund a one-time distribution to shareholders.

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

WME IMG frees up

WME IMG’s fungible $300 million add-on term loan emerged in the secondary as well, with levels quoted at par 1/8 bid, a trader remarked.

Pricing on the add-on loan is Libor plus 425 bps with a 1% Libor floor, and it was sold at an original issue discount of 99 7/8.

During syndication, the add-on loan was upsized from $250 million and the discount was revised from 99.75.

KKR Capital Markets and Nomura are leading the deal that will be used for acquisitions or investments.

WME IMG specializes in talent representation, commercial marketing and endorsements, brand strategy, activation and licensing, media production and distribution, and event management.

Vencore restructures

Back in the primary market, Vencore raised its first-lien term loan due Nov. 23, 2019 to $545 million from $515 million and changed the original issue discount to 99.28 from 99.25, a market source said.

As before, the first-lien term loan is priced at Libor plus 500 bps with a 1% Libor floor and has 101 soft call protection for one year.

With the first-lien term loan upsizing, the second-lien term loan due May 23, 2020 was trimmed to $240 million from $270 million, the source said, adding that talk on this tranche remained at Libor plus 900 bps with a 1% Libor floor, a discount of 97.5 to 98 and call protection of 102 in year one and 101 in year two.

Commitments for the $785 million of term loans are due on Friday, moved up from June 15.

UBS is leading the deal that will be used to refinance existing debt and fund a dividend.

With the transaction, the company is seeking an amendment to its existing credit agreement, and first- and second-lien loan lenders are being offered a 25 bps consent fee.

Vencore, formerly known as SI Organization Inc., is a Chantilly, Va.-based provider of information solutions, engineering and analysis to the U.S. intelligence community, Department of Defense and agencies.

West changes emerge

West Corp. lifted its seven-year term loan B-12 to $870 million from $470 million and cut pricing to Libor plus 300 bps from Libor plus 325 bps while leaving the 0.75% Libor floor, original issue discount of 99.5 and 101 soft call protection for six months unchanged, according to a market source.

Furthermore, the company added a $225 million five-year term loan B-14 to its capital structure that is talked at Libor plus 275 bps with a 0.75% Libor floor, an original issue discount of 99.5 and 101 soft call protection for six months, the source said.

And the term loan A-2 was downsized to $700 million from $750 million, with talk remaining at Libor plus 250 bps.

The company’s now $2,095,000,000 credit facility also includes a $300 million revolver talked at Libor plus 250 bps.

West lead bank

Wells Fargo Securities LLC, Deutsche Bank and Bank of America Merrill Lynch are leading West Corp.’s credit facility.

Commitments are due at noon ET on Thursday, and allocations are expected on Friday, the source added.

Proceeds will be used to refinance existing debt.

West is an Omaha, Neb.-based technology-driven communication services provider.

Ennis-Flint flexes lower

Ennis-Flint cut pricing on its $442 million seven-year senior secured first-lien term loan B to Libor plus 400 bps from Libor plus 425 bps and tightened the original issue discount to 99.75 from 99, according to a market source.

The term loan B still has a 1% Libor floor and 101 soft call protection for six months.

The company’s $517 million credit facility (B1/B-) also includes a $75 million revolver.

Recommitments are due at 10 a.m. ET on Thursday with allocations expected in the afternoon.

Goldman Sachs & Co., Antares Capital and Jefferies are leading the deal that will be used with a $172 million privately placed second-lien term loan (CCC) to help fund the buyout of the company by Olympus Partners.

Ennis-Flint is a Thomasville, N.C.-based pavement marking company.

Vertafore releases talk

Also in the primary, Vertafore held its bank meeting on Wednesday morning. Shortly before the event started, price talk on its $1.1 billion seven-year covenant-light first-lien term loan was announced as Libor plus 400 bps to 425 bps with a 1% Libor floor and an original issue discount of 99, according to a market source.

The term loan has 101 soft call protection for six months.

The company’s $1.2 billion credit facility (B2/B-) also includes a $100 million five-year revolver.

Commitments are due on June 22.

Credit Suisse Securities (USA) LLC, Citigroup Global Markets Inc., Morgan Stanley and Mizuho are leading the deal that will be used to help fund the buyout of the company by Bain Capital Private Equity and Vista Equity Partners from TPG Capital.

Closing is expected in the third quarter.

Vertafore is a Bothell, Wash.-based provider of software and information to the insurance distribution channel.

Linden Cogeneration launches

Linden Cogeneration (EFS Cogen Holdings I LLC) disclosed talk of Libor plus 425 bps to 450 bps on its $125 million five-year revolver and $1 billion seven-year first-lien term loan B that launched with a morning bank meeting, a source remarked.

The term loan B is also talked with a 1% Libor floor, an original issue discount of 99 and 101 soft call protection for six months.

Commitments are due on June 22, the source added.

Morgan Stanley, Barclays, Citigroup, MUFG, GE, Investec and ICBC are leading the $1,125,000,000 senior secured credit facility (Ba3/BB) that will recapitalize the borrower in connection with Ares EIF’s acquisition, refinance Linden’s existing debt and fund a debt service reserve account.

Linden Cogeneration is the owner of a natural gas-fired combined-cycle cogeneration project in Linden, N.J.

ExamWorks reveals terms

ExamWorks launched with its bank meeting its $770 million seven-year first-lien covenant-light term loan with talk of Libor plus 400 bps to 425 bps with a 1% Libor floor, an original issue discount of 99 to 99.5 and 101 soft call protection for six months, according to a market source.

The company’s $920 million credit facility (B1/B) also includes a $150 million five-year revolver.

Commitments are due at 5 p.m. ET on June 16, the source said.

Bank of America Merrill Lynch, Barclays, Deutsche Bank and SunTrust Robinson Humphrey Inc. are leading the deal that will be used with equity and cash on hand to fund the buyout of the company by Leonard Green & Partners LP for $35.05 per share in cash, or about $2.2 billion.

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

ExamWorks is an Atlanta-based provider of independent medical examinations, peer reviews, bill reviews, Medicare compliance services, case management services, record retrieval services, document management services and other related services.

Prime Security guidance

Prime Security Services held its lender call, launching its $1,092,000,000 first-lien term loan due 2021 at Libor plus 350 bps with a 1% Libor floor and a par issue price, its $1,555,000,000 first-lien term loan due 2022 at Libor plus 375 bps with a 1% Libor floor and a par issue price and its $125 million incremental first-lien term loan due 2022 at Libor plus 375 bps with a 1% Libor floor and an original issue discount of 99.5, a source said.

All of the term loans have 101 soft call protection for six months.

Commitments are due at 5 p.m. ET on June 15, the source added.

Barclays, Deutsche Bank and RBC Capital Markets LLC are leading the $2,772,000,000 of covenant-light term loans that will be used to reprice the security services company’s existing 2021 and 2022 first-lien term loans from Libor plus 450 bps with a 1% Libor floor and to repay $125 million of existing second-lien term loan debt due 2022.

PCI Pharma on deck

PCI Pharma Services surfaced with plans to hold a bank meeting on Monday morning to launch a $730 million credit facility split between a $65 million revolver, a $460 million first-lien term loan and a $205 million second-lien term loan, according to a market source.

Jefferies is the left lead on the deal.

Proceeds will be used to help fund the buyout of the company by Partners Group from Frazier Healthcare Partners; however, Frazier will retain a minority investment in the company.

PCI is a Philadelphia-based pharmaceutical services provider.

MW readies deal

MW Industries set a bank meeting for 2:30 p.m. ET in New York on Thursday to launch a new senior secured credit facility, a market source remarked.

UBS and Credit Suisse are leading the deal that will be used to refinance existing debt.

MW Industries, owned by Genstar Capital, is a Logansport, Ind.-based manufacturer of highly engineered springs and fasteners for OEMs and MROs.

Station Casinos closes

In other news, Station Casinos LLC completed its $2.41 billion credit facility that consists of a $685 million five-year revolver, a $225 million five-year term loan A and a $1.5 billion seven-year term loan B, according to an 8-K filed with the Securities and Exchange Commission.

Initial pricing on the revolver and term loan A is Libor plus 250 bps, and pricing on the term loan B is Libor plus 300 bps with a 0.75% Libor floor.

The term loan B was sold at an original issue discount of 99.5 and has 101 soft call protection for one year.

J.P. Morgan Securities LLC, Bank of America Merrill Lynch, Deutsche Bank, Macquarie Capital (USA) Inc., Fifth Third, Goldman Sachs, Citigroup, Citizens Bank and UBS were the leads on the deal.

Proceeds were used to refinance existing debt and for general corporate purposes.

Station Casinos is a Las Vegas-based casino company.

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