LA Fitness, PlayCore break; Vantiv, Waste Industries, HUB tweak deals; BCP revises deadline

By Sara Rosenberg

New York, Sept. 18 – LA Fitness (Fitness International LLC) saw its term loan B free up for trading on Monday above its issue price, and PlayCore’s first-lien term loan emerged in the secondary market as well.

Meanwhile, in the primary market, Vantiv LLC trimmed pricing on its term loan B debt, set the original issue discount on its new term loan B at the tight side of guidance and added a new term loan B-1 tranche to its transaction.

Also, Waste Industries (Wrangler Buyer Corp.) revised price talk on its term loan and made a number of documentation changes, HUB International Ltd. modified the issue price on its add-on term loan B, BCP Renaissance Parent LLC (Blackstone) accelerated the commitment deadline on its term loan B, and Telesat Canada and Platform Specialty Products Corp. (MacDermid Inc.) disclosed price talk with launch.

Furthermore, Caesars Resort Collection LLC, West Corp. (Olympus Merger Sub Inc.), AlixPartners LLP, Ultra Petroleum Corp., Alliance HealthCare Services Inc., SharkNinja, American Addiction Centers (AAC Holdings Inc.) and NCL Corp. are getting ready to bring new deals to market this week.

LA Fitness hits secondary

LA Fitness’ $738 million covenant-light term loan B due July 2020 broke for trading on Monday, with levels quoted at par ¼ bid, par 5/8 offered, according to a trader.

Pricing on the term loan B is Libor plus 350 basis points with a 0% Libor floor and it was issued at par. The debt has 101 soft call protection for six months.

During syndication, the term loan B was downsized from $780 million and the spread finalized at the high end of the Libor plus 325 bps to 350 bps talk.

Bank of America Merrill Lynch is leading the deal that will be used to help refinance/reprice an existing term loan B priced at Libor plus 425 bps with a 1% Libor floor.

LA Fitness is an Irvine, Calif.-based non-franchised fitness club operator.

PlayCore frees up

PlayCore’s $370 million seven-year first-lien term loan (B2/B) and $50 million delayed-draw first-lien term loan (B2/B) also began trading, with levels quoted at par bid, 101 offered, a market source said.

Pricing on the first-lien term loan and delayed-draw term loan is Libor plus 375 bps with a 1% Libor floor, and the debt was sold at an original issue discount of 99.75. There is 101 soft call protection for six months.

During syndication, pricing on the first-lien and delayed-draw term loans firmed at the low end of the Libor plus 375 bps to 400 bps talk, the discount was tightened to 99.75 from 99.5, and the MFN sunset was removed.

The company’s $635 million of senior secured credit facilities also provide for a $70 million asset-based revolver and a $145 million eight-year second-lien term loan (Caa2/CCC+).

The second-lien term loan is priced at Libor plus 775 bps with a 1% Libor floor and was issued at a discount of 98.5. This tranche has hard call protection of 102 in year one and 101 in year two.

Goldman Sachs Bank USA, KeyBanc Capital Markets and SunTrust Robinson Humphrey Inc. are leading the deal that will be used to help fund the buyout of the company by Court Square Capital Partners.

PlayCore is a Chattanooga, Tenn.-based designer, manufacturer and marketer of commercial playground, park, recreation and specialty equipment and related complementary products.

Vantiv restructures

Switching to the primary market, Vantiv lowered pricing on its new $1.27 billion senior secured covenant-light term loan B due Aug. 7, 2024 and repricing of its existing $761 million senior secured covenant-light term loan B due Oct. 14, 2023 to Libor plus 200 bps from Libor plus 225 bps, and set the original issue discount on the new B loan at 99.75, the tight end of the 99.5 to 99.75 talk, according to a market source.

The loans still have a 0% Libor floor and 101 soft call protection for six months, and the repriced loan is still offered at par.

With the pricing flex, the company added a new $535 million term loan B-1 due Aug. 7, 2024 to the capital structure, and talk on this tranche is Libor plus 200 bps with a 0% Libor floor, an original issue discount of 99.75, 101 soft call protection for six months and a ticking fee of half the margin from days 46 to 75 and the full margin thereafter, the source said.

Morgan Stanley Senior Funding Inc., Credit Suisse Securities (USA) LLC and MUFG are leading the deal.

Vantiv deadline

Consents/commitments for Vantiv’s new term loan B, repriced term loan B and term loan B-1 are due at 5 p.m. ET on Tuesday, the source added.

The new term loan B will be used to fund a share buyback of 19.8 million shares, the repricing will take the existing term loan B down from Libor plus 250 bps with a 0.75% Libor floor, and the term loan B-1 will help finance the acquisition of Worldpay Group plc for £0.55 cash for each Worldpay share held and 0.0672 of a new Vantiv share.

The term loan B-1 will be fungible with the new term loan B at the completion of the acquisition.

Closing is expected in early 2018, subject to approval by shareholders of both companies, regulatory approval and customary conditions.

Vantiv is a Cincinnati-based merchant and PIN debit acquirer. Worldpay is a London-based payments company. The combined company will be named Worldpay and have global and corporate headquarters in Cincinnati and international headquarters in London.

Waste Industries reworked

Waste Industries changed price talk on its $890 million seven-year covenant-light first-lien term loan to Libor plus 300 bps to 325 bps from Libor plus 275 bps to 300 bps, and left the 0% Libor floor, original issue discount of 99.5 and 101 soft call protection for six months intact, according to a market source.

Another revision was that the MFN was adjusted to 50 bps with an 18 month sunset, applicable to all pari passu incremental facilities, from 75 bps with a six month sunset and not applicable to facilities under $200 million in size and maturing more than two years after the existing loans, the source said.

Also, the incremental $100 million inside maturity basket was removed, the leverage-based step-downs were eliminated from the mandatory prepayments from net cash proceeds received from non-ordinary course asset sales in excess of $10 million per fiscal year, which is 100%, and the company is now required to hold quarterly and annual lender calls, instead of just annual call.

Waste Industries leads

Barclays, Macquarie Capital (USA) Inc. and SunTrust Robinson Humphrey Inc. are leading Waste Industries’ $1.09 billion of credit facilities (B1/B), which provide for a $200 million five-year revolver as well.

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

The credit facilities and $305 million in senior notes will be used to help fund the acquisition of the company by HPS Investment Partners LLC and Equity Group Investments from Macquarie Infrastructure Partners.

Closing is expected late this month, subject to customary regulatory approvals.

Waste Industries is a Raleigh, N.C.-based provider of non-hazardous solid waste collection, transfer, recycling and disposal services.

HUB adjusts price

HUB International revised the issue price on its fungible $350 million add-on term loan B (B1/B) due Oct. 2, 2020 to par from 99.75, a market source remarked.

The add-on term loan pricing matches existing term loan B pricing, which is Libor plus 325 bps at more than 4 times net first-lien leverage and Libor plus 300 bps at less than or equal to 4 times net first-lien leverage and a 1% Libor floor. Current pricing is at the Libor plus 300 bps rate, but it will step-up to Libor plus 325 bps since leverage will be above 4 times upon completion of the add-on.

Recommitments were due at 5 p.m. ET on Monday, allocations are expected on Tuesday and closing is targeted for next week, the source added.

Nomura and Macquarie Capital (USA) Inc. are leading the deal that will be used to repay revolver borrowings and to fund cash to the balance sheet.

HUB is a Chicago-based insurance brokerage.

BCP Renaissance accelerated

BCP Renaissance moved up the commitment deadline on its $1.2 billion seven-year senior secured term loan B (B1/B+/BB-) to 5 p.m. ET on Tuesday from noon ET on Friday, according to a market source.

Talk on the term loan is Libor plus 450 bps with a 1% Libor floor, an original issue discount of 99 and 101 soft call protection for six months.

Morgan Stanley Senior Funding Inc. is leading the deal that will be used to finance the acquisition of the Rover Pipeline, to fund the debt service reserve account and debt service during the construction phase, to put cash on the balance sheet, to fund all or a portion of the installment payments to the seller, and to finance the borrower’s portion of the development, construction and operating costs associated with Rover.

In July, it was announced that Blackstone signed an agreement to purchase from Energy Transfer Partners LP a 49.9% interest in HoldCo, which owns a 65% interest in Rover Pipeline LLC, for about $1.57 billion in cash.

Upon completion, the Rover Pipeline will be a roughly 700 mile pipeline designed to transport 3.25 billion cubic feet of natural gas per day from the Marcellus and Utica Shale production areas.

Telesat reveals guidance

Also in the primary market, Telesat Canada held its lender call on Monday, launching its $2,411,805,375 senior secured covenant-light term loan B (Ba3/BB-) due Nov. 17, 2023 at talk of Libor plus 225 bps with a 0.75% Libor floor, an original issue discount of 99.75 to par and 101 soft call protection for six months, a market source said.

Commitments/consents are due at noon ET on Friday, the source added.

Morgan Stanley Senior Funding Inc., J.P. Morgan Securities LLC and Credit Suisse Securities (USA) LLC are leading the deal that will be used to reprice an existing term loan B from Libor plus 300 bps with a 0.75% Libor floor.

Telesat is an Ottawa-based fixed satellite services operator.

Platform details surface

Platform Specialty Products came out with tranche sizes and price talk on its term loan B-7 and term loan C-6 with its lender call, according to a market source.

The $706 million term loan B-7 due 2020 is talked at Libor plus 275 bps to 300 bps with a 1% Libor floor, the €611 million term loan C-6 due 2020 is talked at Euribor plus 275 bps with a 0.75% floor, and both loans are offered at par, the source said.

As previously reported, the term loans include 101 soft call protection for six months.

U.S. commitments are due at noon ET on Friday and euro commitments are due at 4 a.m. ET on Friday.

Credit Suisse Securities (USA) LLC is leading the term loan B-7 and HSBC is leading the term loan C-6.

Proceeds will be used to refinance a $606 million term loan B-5 due 2020 priced at Libor plus 350 bps with a 1% Libor floor and a €695 million term loan C-4 due 2020 priced at Euribor plus 325 bps with a 1% floor.

Platform is a West Palm Beach, Fla.-based producer of high-technology specialty chemicals and a provider of technical services.

Caesars Resort readies deal

Caesars Resort Collection scheduled a bank meeting for noon ET in New York on Tuesday to launch $5.7 billion of credit facilities (Ba3), a market source remarked.

The facilities consist of a $1 billion revolver, and a $4.7 billion seven-year covenant-light first-lien term loan that has 101 soft call protection for six months, the source added.

Commitments are due at 5 p.m. ET on Sept. 28.

Credit Suisse Securities (USA) LLC is the left lead arranger on the deal that will be used to finance the combination of Caesars Growth Properties Holdings LLC and Caesars Entertainment Resort Properties LLC, including a refinancing of debt at both entities.

Caesars Resort is an owner of a collection of casino properties.

West timing emerges

West Corp. set a bank meeting for 2 p.m. ET in New York on Tuesday to launch its previously announced $3.05 billion of senior secured credit facilities, according to a market source.

The credit facilities consist of a $350 million revolver and a $2.7 billion seven-year covenant-light first-lien term loan that has a 0% Libor floor and 101 soft call protection for six months.

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

Credit Suisse Securities (USA) LLC, RBC Capital Markets LLC, Barclays, Bank of America Merrill Lynch, Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Morgan Stanley Senior Funding Inc. and Goldman Sachs Bank USA are leading the deal that will be used with $1.35 billion in senior unsecured notes and up to $1.3 billion in equity to fund the buyout of the company by Apollo Global Management LLC for $23.50 per share in cash. The transaction has an enterprise value of about $5.1 billion, including net debt.

Closing is expected in the second half of the year, subject to receipt of regulatory approvals, West stockholder approval and other customary conditions.

West is an Omaha-based provider of communication and network infrastructure services.

AlixPartners joins calendar

AlixPartners emerged with plans to hold a lender call at 10 a.m. ET on Tuesday to launch a $1,377,000,000 covenant-light term loan B (B2/B+) due April 2024 talked at Libor plus 275 bps with a 0% Libor floor, a par issue price and 101 soft call protection for six months, a market source said.

Deutsche Bank Securities Inc. is the left lead on the deal that will be used to reprice an existing term loan B down from Libor plus 300 bps with a 1% Libor floor.

AlixPartners is a New York-based performance improvement, corporate turnaround and financial advisory services firm.

Ultra Petroleum sets call

Ultra Petroleum scheduled a lender call for 10 a.m. ET on Tuesday to launch a $175 million incremental term loan B, a market source remarked.

Barclays, BMO Capital Markets, Capital One and Goldman Sachs Bank USA are leading the deal that will be used to repay reserve-based lending revolver borrowings and to pay transaction related fees.

Ultra Petroleum is a Houston-based independent exploration and production company.

Alliance HealthCare refinancing

Alliance HealthCare Services will hold a lender call at 10:30 a.m. ET on Wednesday to launch $530 million in term loans, a market source said.

The debt consists of a $380 million six-year first-lien term loan (Ba3) talked at Libor plus 425 bps to 450 bps with a 1% Libor floor, an original issue discount of 99 and 101 soft call protection for six months, and a $150 million seven-year second-lien term loan (B3) talked at Libor plus 850 bps with a 1% Libor floor, a discount of 98.5 and hard call protection of 102 in year one and 101 in year two, the source added.

Commitments are due on Oct. 3.

J.P. Morgan Securities LLC is leading the deal that will be used to refinance existing debt.

Alliance HealthCare is an Irvine, Calif.-based provider of advanced outpatient diagnostic imaging and radiation therapy service.

SharkNinja on deck

SharkNinja is set to hold a bank meeting at 11 a.m. ET on Tuesday to launch a $455 million term loan talked at Libor plus 375 bps to 400 bps with a 1% Libor floor and an original issue discount of 99, according to a market source.

J.P. Morgan Securities LLC is leading the deal, which will be used to help fund the buyout of the company by CDH Investments.

Closing is subject to customary conditions.

SharkNinja is a Needham, Mass.-based producer of household cleaning and kitchen small appliances.

American Addiction plans loan

American Addiction Centers will hold a lender call at 11 a.m. ET on Tuesday to launch a fungible $65 million incremental first-lien term loan due June 30, 2023, a market source said.

The incremental loan is priced at Libor plus 675 bps with a 1% Libor floor, in line with existing term loan pricing, and is talked with an original issue discount of 98.5 and a ticking fee of half the spread from days 31 to 60 and the full spread thereafter, the source continued. Call protection on the incremental loan matches the call protection on the existing loan at non-callable until June 2018, then at 102 for a year and 101 for a year.

Commitments are due on Sept. 26, the source added.

Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc. and BMO Capital Markets are leading the deal that will be used with cash on hand, seller financing and $5 million of restricted shares of American Addiction common stock to fund the $85 million acquisition of AdCare Inc.

Closing is expected in the first half of 2018, subject to regulatory review and customary conditions.

American Addiction Centers is a Brentwood, Tenn.-based provider of inpatient and outpatient substance abuse treatment services. AdCare is a provider of addiction treatment in New England.

NCL coming soon

NCL scheduled a lender call for Tuesday morning to launch a $375 million term loan (BBB-) that is talked at Libor plus 200 bps to 225 bps with a 0% Libor floor and an original issue discount of 99.75, a market source remarked.

J.P. Morgan Securities LLC is leading the deal.

Proceeds will be used by the Miami-based cruise line operator to refinance existing debt.

Peabody closes

In other news, Peabody Energy Corp. closed on its $647.6 million first-lien senior secured term loan B due March 2022 that is priced at Libor plus 350 bps with a 1% Libor floor, according to a news release. The loan was issued at par and includes 101 soft call protection for six months.

During syndication, the spread on the term loan firmed at the high end of the Libor plus 325 bps to 350 bps talk.

Goldman Sachs Bank USA led the deal that was used to reprice an existing term loan B from Libor plus 450 bps with a 1% Libor floor.

Peabody is a St. Louis-based private sector coal company.

ClubCorp buyout wraps

The purchase of ClubCorp Holdings Inc. by Apollo Global Management LLC for $17.12 per share in cash, or about $1.1 billion, has been a completed, a news release said.

To help fund the transaction ClubCorp got $1.35 billion of senior secured credit facilities (B1/B+) that include a $175 million revolver and a $1,175,000,000 seven-year covenant-light term loan B.

Pricing on the term loan is Libor plus 325 bps with a step-down to Libor plus 300 bps at less than 3.25 times net first-lien leverage and a 0% Libor floor. The debt was sold at an original issue discount of 99.5 and has 101 soft call protection for six months.

During syndication, the term loan was upsized from $1,125,000,000 as the company’s bond offering was downsized to $425 million from $475 million.

Citigroup Global Markets Inc., RBC Capital Markets LLC, Barclays, Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc. and Goldman Sachs Bank USA led the deal.

ClubCorp is a Dallas-based owner and operator of private golf and country clubs and business, sports and alumni clubs.

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