Jarden, Vision, Postmedia Drew Marine break; First Data rises; Ameristar, Ranpak set talk

By Sara Rosenberg

New York, March 30 - Jarden Corp.'s credit facility allocated and freed up for trading on Wednesday, with the term loan B quoted well above its original par sale price, and Vision Solutions Inc., Postmedia Network Inc. and Drew Marine made their way into the secondary market as well.

Also, First Data Corp.'s non-extended and extended term loans were stronger as the company announced and then priced its bond offering that is a condition to its recently approved amendment and extension transaction.

Over in the primary, Ameristar Casinos Inc. and Ranpak Corp. came out with price talk on their credit facilities as the transactions were presented to lenders during the session, and Emergency Medical Services Corp. and MoneyGram International Inc. nailed down timing on the launch of their new deals.

Jarden starts trading

Jarden's credit facility hit the secondary market on Wednesday, with the $500 million seven-year term loan B quoted at par ¼ bid, par ¾ offered on the open and then it moved up to par 7/8 bid, 101 3/8 offered, according to a trader. A second trader added that by late day, the B loan had come in a little to par ¾ bid, 101¼ offered.

The company's $525 million five-year term loan A was quoted at par bid, the trader added.

Pricing on the term loan B is Libor plus 300 basis points and pricing on the term loan A, as well as on a $250 million five-year revolver, is Libor plus 225 bps. There is no Libor floor on any of the tranches. The term loan B was sold at par, and upfront fees for the revolver and term loan A were 50 bps for orders of $50 million, 30 bps for orders of $30 million and 20 bps for orders of $20 million.

During syndication, the term loan A was upsized from $500 million. All other terms of the credit facility were done at initial talk.

Jarden replacing debt

Proceeds from Jarden's $1.275 billion senior secured facility (Ba1/BB+) will be used to refinance existing debt, and as a result of the term loan A upsizing, a small credit facility at a Canadian subsidiary will be repaid.

At Dec. 31, the company had about $1.06 billion of term loans outstanding and no borrowings under its revolver. The debt includes a $364 million extended term loan B-5 due January 2015 that was obtained in August at pricing of Libor plus 325 bps. Also, the company had foreign senior debt of $26.5 million, and amounts borrowed under various foreign credit lines and facilities totaling $35.5 million.

Barclays Capital Inc., Deutsche Bank Securities Inc., J.P. Morgan Securities LLC, SunTrust Robinson Humphrey Inc. and Wells Fargo Securities LLC are the lead banks on the new credit facility.

Jarden is a Rye, N.Y.-based consumer products company.

Vision frees up

Vision Solutions' credit facility also broke for trading, with the $240 million first-lien term loan quoted at 99½ bid, par ½ offered and the $90 million second-lien term loan quoted at par bid, 101 offered, according to a trader.

Pricing on the first-lien term loan is Libor plus 450 bps with a 1.5% Libor floor and pricing on the second-lien loan is Libor plus 800 bps with a 1.5% Libor floor. Both were sold at an original issue discount of 99. The second-lien loan has call protection of 103 in year one, 102 in year two and 101 in year three,

During syndication, pricing on the first-lien term loan firmed at the wide end of initial talk of Libor plus 425 bps to 450 bps with a discount of 99 to 991/2. Also, the second-lien loan was downsized from $130 million and pricing firmed at the high end of the Libor plus 775 bps to 800 bps talk.

The company's $345 million credit facility also provides for a $15 million revolver and a $90 million second-lien term loan.

Vision funding dividend recap

Proceeds from Vision Solutions' credit facility will be used to fund a dividend to stockholders, repay existing bank debt and redeem preferred stock. The size of the dividend was reduced as a result of the second-lien loan downsizing.

The company's existing bank deal, obtained last summer to help fund the acquisition of Double-Take Software Inc., provided for a $15 million revolver and a $240 million term loan. Both tranches priced at Libor plus 600 bps with a 1.75% Libor floor and sold at an original issue discount of 96. The term loan includes 101 soft call protection for one year.

Jefferies is the lead bank on the new credit facility, which had ratings of B1/BB- on the revolver and first-lien term loan and Caa1/B- on the second-lien term loan prior to the change in size.

Vision Solutions is an Irvine, Calif.-based provider of high availability, disaster recovery and system management services for IBM Power Systems.

Postmedia tops OID

Postmedia Network's $365 million term loan B freed up too, with levels quoted at par bid, par ¾ offered, according to a trader.

Pricing on the B loan is Libor plus 500 bps with a 1.25% Libor floor, and it was sold at a discount of 993/4. There is 101 soft call protection for one year.

During syndication, pricing firmed at the wide end of talk of Libor plus 475 bps to 500 bps with a 99¾ to par offer price, and covenants were added to the initially covenant-light term loan B.

The covenants include an interest coverage ratio of 2.0 times, a total leverage ratio of 4.5 times that steps down to 4.0 times in the fourth quarter of 2012 and a first-lien leverage ratio of 3.0 times that steps down to 2.5 times in the 2012 fourth quarter.

Postmedia lead banks

J.P. Morgan Securities LLC, Goldman Sachs & Co. and Morgan Stanley & Co. Inc. are the lead banks on Postmedia Network's deal.

Proceeds will be used to refinance existing term loan A and B borrowings.

The existing term loan A is priced at Libor plus 600 bps with a 2% Libor floor, and the term loan B is priced at Libor plus 700 bps with a 2% Libor floor.

Postmedia Network is an Ontario-based publisher of paid English-language daily newspapers in Canada.

Drew Marine breaks

Yet another deal to start trading was Drew Marine, with its $75 million term loan quoted at par bid, 101 offered, according to a market source.

Pricing on the term loan, as well as on a $15 million revolver, is Libor plus 450 bps with a step-down to Libor plus 425 bps based on leverage and a 1.5% Libor floor. The deal was sold at 99 for new money orders and at 99½ for rollover commitments.

During syndication, pricing on the $90 million facility was reduced from Libor plus 475 bps and the step-down was added.

BNP Paribas Securities Corp. is the lead bank on the deal that will be used to refinance existing debt and fund a dividend payment.

Drew Marine is a Whippany, N.J.-based provider of technical services to the marine industry.

First Data trades up

First Data's non-extended and extended term loans moved up to 95¾ bid, 96 offered from 95¼ bid, 95¾ offered as the company brought its $750 million senior secured notes offering to market, according to a trader.

The notes, which priced at par to yield 7 3/8%, are a condition to the company's credit facility amendment and extension, under which about $5 billion of term loans are being pushed out to March 24, 2018 from September 2014.

Proceeds from the notes will be used to repay term loan borrowings.

First Data is a Greenwood Village, Colo., provider of electronic commerce and payment services.

Ameristar guidance surfaces

Switching to the primary, Ameristar held a bank meeting at 2 p.m. ET on Wednesday at the Le Parker Meridien in New York to launch its proposed $1.4 billion credit facility, at which time price talk was announced, according to sources.

The $200 million five-year term loan A and $500 million five-year revolver are being talked at Libor plus 275 bps, and the $700 million seven-year term loan B is being talked at Libor plus 325 bps with a 1% Libor floor, an original issue discount of 99½ and 101 soft call protection for one year, sources said.

Financial covenants include maximum net total leverage, maximum net secured leverage and minimum interest coverage ratios.

Deutsche Bank Securities Inc., Wells Fargo Securities LLC, Bank of America Merrill Lynch and J.P. Morgan Securities LLC are the lead banks on the deal.

Ameristar selling notes

In addition to the credit facility, Ameristar plans on issuing $800 million of senior unsecured notes, and funds from the new debt financings will be used to retire $1.5 billion of existing senior credit facility borrowings and senior notes, to fund a share repurchase and for general working capital purposes.

The Las Vegas-based gaming and entertainment company is buying 26.15 million shares of its common stock held by the Craig H. Neilsen Estate at a price of $17.50 per share, for a total price of roughly $457.6 million. These shares represent about 45% of Ameristar's outstanding shares and 83% of the Neilsen Estate's current ownership in the company.

In February, the company had said that it would get $2.1 billion of new debt to fund the refinancing and share buyback, but specifics on the breakdown of that debt had not been released.

Closing on the transaction is expected in the second quarter, subject to financing and customary conditions, including receipt of any necessary gaming and other regulatory approvals.

Ranpak discloses talk

Ranpak also held a bank meeting on Wednesday and came out with talk on its roughly $290 million credit facility in connection with the launch, according to a market source.

The $20 million five-year revolver and $200 million six-year term loan are being talked at Libor plus 375 bps to 400 bps, and the €50 million six-year term loan is being talked at Euribor plus 400 bps to 425 bps, the source said, adding that the U.S. and euro term loans have a 1.25% floor, are being offered at an original issue discount of 99½ and include 101 soft call protection for one year.

Goldman Sachs & Co. and Bank of America Merrill Lynch are the lead banks on the deal that will be used, along with a $175 million second-lien term loan that has already been placed, to refinance existing debt.

Ranpak, a Concord Township, Ohio-based manufacturer of in-the-box paper protective packaging systems and materials, is asking for commitments by April 13.

Emergency Medical timing

In more primary happenings, Emergency Medical Services Corp. set a bank meeting for 10:30 a.m. ET on Tuesday at the W Hotel in New York to launch its proposed $1.725 billion credit facility that consists of a $350 million ABL revolver and a $1.375 billion term loan, according to a market source.

Previously, a bank meeting had been scheduled to take place on March 17, but the launch was delayed because the Securities and Exchange Commission decided to review the company's proxy. At that time, sources said that the deal would likely coming during the week of April 4.

Deutsche Bank Securities Inc., Barclays Capital Inc., Bank of America Merrill Lynch, Morgan Stanley & Co. Inc., RBC Capital Markets LLC, UBS Investment Bank, Natixis and Citigroup Global Markets Inc. are the lead banks on the deal.

EMS to be bought

Proceeds from Emergency Medical Services' credit facility will be used to help fund the acquisition of the company by Clayton, Dubilier & Rice LLC for $64 in cash per share of common stock and exchangeable unit. The transaction is valued at $3.2 billion.

Other funds for the transaction will come from $950 million of senior unsecured notes, which are backed by a bridge loan commitment, and up to $900 million of equity.

Closing on the acquisition is expected in the second quarter, subject to customary conditions, including regulatory approvals and approval by the company's stockholders. Onex Corp., the holders of the company's LP exchangeable units, have sufficient voting power to approve the buyout and have agreed to vote in favor of adoption of the agreement.

Emergency Medical is a Greenwood Village, Colo.-based provider of health care transportation services and outsourced physician services to health care facilities.

MoneyGram launch emerges

MoneyGram also zeroed in on timing for the launch of its proposed senior secured credit facility (BB-), with the $540 million deal scheduled to kick off with a bank meeting on Friday, according to a market source.

The facility, which was announced by the company earlier this month, consists of a $150 million revolver and a $390 million term loan.

Bank of America Merrill Lynch, J.P. Morgan Securities LLC, Citigroup Global Markets Inc., Deutsche Bank Securities Inc. and Wells Fargo Securities LLC are the lead banks on the deal.

Proceeds will be used by the Dallas-based payment services company to help fund a recapitalization that will include the repayment of roughly $140 million of outstanding bank debt and the conversion of preferred stock by Thomas H. Lee Partners and Goldman Sachs.

MoneyGram recap details

Specifically under the agreement, Thomas H. Lee will convert all of its MoneyGram series B preferred into common stock, and Goldman Sachs will convert all of its series B-1 preferred into shares of series D participating convertible preferred stock.

Thomas H. Lee will receive about 28.2 million additional shares of common stock and $140.8 million in cash, and Goldman Sachs will receive about 15,504 additional shares of Series D preferred and $77.5 million in cash as consideration for completing the recapitalization.

The $218 million inducement payment to Thomas H. Lee and Goldman Sachs will be funded with the credit facility borrowings.

Closing on the transaction is expected mid-year, subject to shareholder approval and completion of financing.

Western Refining closes

Western Refining Inc. completed its $325 million covenant-light term loan B (B3/B) due March 15, 2017, according to a news release.

Pricing on the term loan B is Libor plus 600 bps with a 1.5% Libor floor, and it was sold at an original issue discount of 99. There is hard call protection of 102 in year one and 101 in year two with par prepayment for select asset sales.

During syndication, pricing was increased from Libor plus 550 bps and the discount firmed at the high end of the initial 99 to 99½ talk.

Bank of America Merrill Lynch acted as the lead arranger on the deal that was used to refinance an existing term loan due May 30, 2014 priced at Libor plus 750 bps with a 3.25% Libor floor.

Western Refining is an El Paso, Texas-based independent refining and marketing company.

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