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Published on 6/12/2017 in the Prospect News Bank Loan Daily.

Fortress, Six Flags, Cinemark, Help/Systems break; TransDigm dips on proposed investigation

By Sara Rosenberg

New York, June 12 – Fortress Investment Group LLC, Six Flags Entertainment Corp. and Cinemark USA Inc. all freed up for trading on Monday, and Help/Systems LLC broke after revising the original issue discount on its first-lien term loan.

In other secondary happenings, TransDigm Group Inc.’s term loan F softened on news that Senator Elizabeth Warren wants an investigation into the company’s government contracts.

Back in the primary market, USIC Holdings Inc. raised pricing on its term loan, added a step-down and revised the original issue discount, Penn Engineering & Manufacturing Corp. reworked U.S. and euro term loan sizes, spreads and issue prices, and Superior Industries International Inc. reduced the size of its term loan B while widening the spread and original issue discount and extending the call protection.

Also, Medical Solutions Holdings Inc. shifted some funds between its first-and second-lien term loans and tightened spreads and issue prices on the debt, and Energy Future Intermediate Holding Co. LLC revised plans to request refreshed point-in-time ratings and extended the commitment deadline on its debtor-in-possession financing/exit facility.

Furthermore, Idera, St. George’s University, Western Dental Services (Premier Dental Services Inc.), ADT Corp., WEX Inc., Quincy Media Inc. and Aclara Technologies LLC (Meter Readings Holding LLC) disclosed price talk with launch, and INC Research Holdings Inc., Belmond Interfin Ltd. and Cirque du Soleil Canada Inc. joined this week’s primary calendar.

Fortress frees up

Fortress Investment Group’s credit facilities began trading on Monday, with the $1.4 billion five-year covenant-light term loan B quoted by one source at par ½ bid, 101¼ offered and by a second source at par ½ bid, 101 offered.

Pricing on the term loan B is Libor plus 275 basis points with a step-down to Libor plus 250 bps at 3 times consolidated leverage and a step-down to Libor plus 225 bps at 2 times consolidated leverage. The loan has a 0% Libor floor, 101 soft call protection for six months and a ticking fee of half the spread starting on day 31, which is when the loan will fund into escrow, and the full spread from day 91 and thereafter. The debt was sold at an original issue discount of 99.75.

During syndication, pricing on the term loan B was reduced from Libor plus 325 bps, the step-downs were added, the discount was tightened from 99.5, and the MFN sunset was eliminated.

Fortress getting revolver

Along with the term loan B, Fortress Investment Group’s $1.49 billion of credit facilities (Baa3/BB-/BB+) include a $90 million 4.5-year revolver priced at Libor plus 250 bps with a 0% Libor floor.

Deutsche Bank Securities Inc., Mizuho and Credit Agricole are leading the deal that will be used with $1,775,000,000 in equity from Softbank Group Corp. and cash from Fortress’ balance sheet to fund the acquisition of Fortress by Softbank for about $3.3 billion in cash.

Closing is expected in the second half of this year subject to regulatory approvals and other customary conditions.

Fortress is a New York-based alternative asset management firm.

Six Flags starts trading

Six Flags’ $544,750,000 term loan B broke for trading as well, with levels quoted at par 5/8 bid, 101 offered, a market source said.

Pricing on the term loan is Libor plus 200 bps with no Libor floor, and it was issued at par. The debt has 101 soft call protection for six months.

Wells Fargo Securities LLC is leading the deal that will be used to reprice an existing term loan from Libor plus 225 bps with no Libor floor.

Six Flags is a Grand Prairie, Texas-based regional theme park company.

Cinemark tops par

Cinemark’s $664 million covenant-light term B due May 8, 2022 freed to trade too, with levels seen at par 3/8 bid, par ¾ offered, according to a market source.

Pricing on the term loan is Libor plus 200 bps with a 0% Libor floor, and it was issued at par. The debt has 101 soft call protection for six months.

Barclays is leading the deal that will be used to reprice an existing term loan B from Libor plus 225 bps with a 0% Libor floor.

Closing is expected on Friday.

Cinemark is a Plano, Texas-based motion picture exhibitor.

Help/Systems tweaked, trades

Help/Systems moved the original issue discount on its $346 million first-lien term loan (B2/B+) due October 2021 to 99.875 from 99.75, a market source remarked.

The term loan is still priced at Libor plus 450 bps with a 1% Libor floor, and has 101 soft call protection for six months.

Recommitments were due at noon ET on Monday and then the loan emerged in the secondary market with levels quoted at par 1/8 bid, par ½ offered, another source added.

Credit Suisse Securities (USA) LLC is leading the deal that will be used to reprice an existing first-lien term loan from Libor plus 525 bps with a 1% Libor floor.

Help/Systems is an Eden Prairie, Minn.-based provider of system & network management, business intelligence, and security & compliance solutions.

TransDigm weakens

Also in trading, TransDigm’s term loan F dropped to 99 ¾ bid, par ¼ offered from par 1/8 bid, par 3/8 offered with news that Senator Elizabeth Warren wants the company’s government contracts to be investigated, according to a trader.

TransDigm is a Cleveland-based designer, producer and supplier of highly engineered aircraft components for use on commercial and military aircraft.

USIC changes surface

Returning to the primary market, USIC Holdings lifted pricing on its $673 million covenant-light first-lien term loan (B2/B) due December 2023 to Libor plus 350 bps from Libor plus 325 bps, added a step-down to Libor plus 325 bps at 4.25 times net first-lien secured leverage and modified the issue price to par from 99.875, a market source said.

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

Recommitments are due at 11 a.m. ET on Tuesday, the source added.

Goldman Sachs Bank USA and Morgan Stanley Senior Funding Inc. are leading the deal that will be used to reprice an existing $633 million term loan down from Libor plus 375 bps with a 1% Libor floor and to add cash to the balance sheet.

USIC is an Indianapolis-based provider of underground utility locating services.

Penn Engineering modified

Penn Engineering & Manufacturing raised its U.S. seven-year term loan B to $580 million from $540 million, cut pricing to Libor plus 275 bps from Libor plus 300 bps, added a step-down to Libor plus 250 bps at 3 times first-lien net leverage and adjusted the original issue discount to 99.875 from 99.75, according to a market source.

Additionally, the company downsized its euro seven-year term loan C to €100 million from €118 million, decreased pricing to Euribor plus 250 bps from Euribor plus 275 bps, added a step-down to Euribor plus 225 bps at 3 times first-lien net leverage, and revised the discount to 99.875 from 99.75, the source said.

Both term loans still have a 1% floor and 101 soft call protection for six months.

Recommitments for the U.S. term loan B are due at noon ET on Tuesday and for the euro term loan C are due at 2 p.m. UK time on Tuesday, the source added.

J.P. Morgan Securities LLC is leading the deal that will be used to fund an acquisition.

Penn Engineering is a Danboro, Pa.-based manufacturer of highly engineered specialty fasteners.

Superior Industries reworked

Superior Industries trimmed its seven-year senior secured term loan B to $389 million from $400 million, increased pricing to Libor plus 450 bps from talk of Libor plus 325 bps to 350 bps, changed the original issue discount to 99 from 99.5 and extended the 101 soft call protection to one year from six months, while leaving the 1% Libor floor unchanged, according to a market source.

The downsizing was done in reaction to the company’s recent decision to upsize its senior notes offering to €250 million from €240 million.

The company also revised the accordion, the excess cash flow sweep, the asset sale sweep, the restricted payments unlimited ratio basket and “builder” basket, the definition of permitted investments and the definition of consolidated EBITDA, and changed the MFN to 50 bps for life from 75 bps for 12 months, the source said.

Superior Industries leads

Citigroup Global Markets Inc., J.P. Morgan Securities LLC, Deutsche Bank Securities Inc. and RBC Capital Markets are leading Superior Industries’ term loan B

Commitments were due at 5 p.m. ET on Monday, the source added.

The term loan B will be used to help fund the acquisition of Uniwheels AG for an aggregate equity price of about $715 million.

Along with the term loan B, the company is getting a $160 million five-year revolver.

Closing is expected this week.

Superior Industries is a Southfield, Mich.-based manufacturer of aluminum wheels for passenger cars and light-duty vehicles. Uniwheels is a Germany-based supplier and manufacturer of aluminum wheels for the automotive aftermarket.

Medical Solutions revised

Medical Solutions increased its seven-year first-lien term loan (B1/B) to $210 million from $200 million, cut pricing to Libor plus 425 bps from Libor plus 450 bps and changed the original issue discount to 99.5 from 99, while the 1% Libor floor and 101 soft call protection for six months were left intact, according to a market source.

Additionally, the eight-year second-lien term loan (Caa1/CCC+) was trimmed to $65 million from $75 million, the spread was lowered to Libor plus 825 bps from Libor plus 850 bps and the discount was modified to 98.5 from 98, the source said. This tranche still has a 1% Libor floor and call protection of 102 in year one and 101 in year two.

Also, documentation was changed to provide for no MFN sunset, cap EBITDA add-backs at 25% with 24 month look forward, and provide for no asset-sale step-down.

The company’s $310 million of senior secured credit facilities also include a $35 million five-year revolver (B1/B).

Medical Solutions buyout

UBS Investment Bank, Morgan Stanley Senior Funding Inc. and SunTrust Robinson Humphrey Inc. are leading Medical Solutions’ credit facilities.

Recommitments were due at 3 p.m. ET on Monday and the deal allocated later in the day, the source added.

Proceeds will be used to help fund the buyout of the company by TPG Growth. The company’s current owner, Beecken Petty O’Keefe & Co., will retain an equity stake in Medical Solutions post-close.

Closing is expected this quarter, subject to standard conditions, including regulatory clearance.

Medical Solutions is an Omaha-based provider of health care staffing solutions for hospitals.

Energy changes rating plans

Energy Future Intermediate Holding accelerated planned discussions with ratings agencies and will request refreshed point-in-time ratings regarding its $5,475,000,000 debtor-in-possession financing facility due June 2018 that will convert and be reduced to a $4 billion seven-year covenant-light term loan upon exit from bankruptcy, a market source remarked.

Originally, point-in-time ratings on the DIP were not going to be refreshed and exit facility ratings were going to be required within three-months of exit.

To give investors’ confidence this refresh will occur in the near-term, the term loan will include a 25 bps step-up if ratings are not refreshed within 30 days of close, a further 25 bps step-up if ratings are not refreshed within 60 days of close and a further 25 bps step-up if ratings are not refreshed within 90 days of close, the source continued. He pricing step-up will be in effect until ratings are refreshed,

Energy Future moves deadline

To give investors time to process the modified rating plans, the commitment deadline for Energy Future’s DIP/exit loan was extended to noon ET on June 23 from noon ET on June 16, the source added.

Talk on the DIP/exit loan is Libor plus 275 bps with a 0% Libor floor and 101 soft call protection for six months. The DIP is talked with a 25 bps original issue discount on the full amount funded on the closing date and the exit loan is talked with a 25 bps discount on the $4 billion to be rolled, payable at exit.

The DIP term loan has a six-month extension option, subject to certain conditions including a 25 bps fee, and a minimum liquidity covenant of $100 million.

Citigroup Global Markets Inc. and Morgan Stanley Senior Funding Inc. are leading the deal that will be used to refinance an existing $5,475,000,000 DIP, to pay DIP interest and to pay restructuring fees and expenses.

Closing and funding will occur after court approval, for which a hearing will be held on June 26.

Energy Future is a Dallas-based power generation company and utility operator.

Idera discloses guidance

Also in the primary market, Idera held its bank meeting on Monday, and in connection with the event, talk on its $525 million seven-year covenant-light first-lien term loan and $175 million eight-year covenant-light second-lien term loan was announced, according to a market source.

Talk on the first-lien term loan is Libor plus 475 bps to 500 bps with a 1% Libor floor, an original issue discount of 99 and 101 soft call protection for six months, and talk on the second-lien term loan is Libor plus 875 bps to 900 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 said.

The company’s $730 million of credit facilities also include a $30 million revolver.

Commitments are due on June 26, the source added.

Jefferies LLC and RBC Capital Markets are leading the deal that will help fund the acquisition of the company by HGGC LLC. Current owner, TA Associates, will retain a significant ownership stake in the company.

Idera is a Houston-based provider of software tools for databases.

St. George’s sets talk

St. George’s University came out with talk of Libor plus 425 bps with a 1% Libor floor, a par issue price and 101 soft call protection for six months on its $710 million covenant-light first-lien term loan due July 2022 that launched with a lender call in the afternoon, a market source remarked.

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

Goldman Sachs Bank USA is the left lead on the deal that will be used to reprice an existing first-lien term loan down from Libor plus 525 bps with a 1% Libor floor.

St. George’s is a Grenada, West Indies-based educational institution providing students with medical degrees as well as veterinary and liberal arts graduate and undergraduate degrees.

Western Dental terms emerge

Western Dental Services released talk of Libor plus 525 bps to 550 bps with a 1% Libor floor, an original issue discount of 99 and 101 soft call protection for six months on its $305 million six-year term loan B that launched with an afternoon bank meeting, a market source said.

The company’s $330 million of senior secured credit facilities (B3/B-) also include a $25 million revolver.

Commitments are due on June 21, the source added.

RBC Capital Markets and BMO Capital Markets are leading the deal that will be used to refinance existing debt and to fund the acquisition of Project Riley.

Western Dental, a portfolio company of New Mountain Capital, is an Orange, Calif.-based dental services organization.

ADT launches loan

ADT launched with a call its $3,554,000,000 senior secured covenant-light first-lien term loan due May 2, 2022 at talk of Libor plus 250 bps to 275 bps with a 1% Libor floor, a par issue price and 101 soft call protection for six months, according to a market source.

Commitments are due at noon ET on Friday, the source said.

Barclays is leading the deal that will be used to reprice an existing term loan B.

ADT is a security services company.

WEX holds call

WEX launched on an afternoon lender call a repricing of its $1,191,000,000 term loan B (BB-) at talk of Libor plus 275 bps with a 0% Libor floor, a par issue price and 101 soft call protection for six months, according to a market source.

Commitments are due at noon ET on Friday, the source said.

Bank of America Merrill Lynch is leading the deal that that will reprice the existing term loan B down from Libor plus 350 bps with a 0.75% Libor floor.

In addition to the term loan B repricing, the company is seeking a repricing of its $438 million term loan A (BB-).

WEX is a South Portland, Maine-based provider of corporate payment solutions.

Quincy repricing talk

Quincy Media released talk of Libor plus 325 bps with a 1% Libor floor on the repricing of its $226.7 million term loan B due November 2022 that launched with an afternoon call, a market source remarked.

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

Commitments are due at 3 p.m. ET on June 16.

Wells Fargo Securities LLC is leading the deal that will be used to reprice an existing term loan B from Libor plus 400 bps with a 1% Libor floor.

Quincy Media is a Quincy, Ill.-based media company.

Aclara launches incremental

Aclara Technologies held its lender call in the afternoon, launching its $80 million incremental senior secured term loan B (B) due Aug. 29, 2023 at talk of Libor plus 575 bps with a 1% Libor floor, an original issue discount of 99.5 and 101 soft call protection for six months, a market source said.

Morgan Stanley Senior Funding Inc. and Stephens Inc. are leading the deal that will be used to fund a sponsor dividend.

The company is also seeking an amendment of its existing $343 million senior secured term loan B to allow for the dividend and revise the first-lien incremental ratio, the source added.

Lenders are being offered a 25 bps amendment fee.

Consents/commitments are due at noon ET Thursday.

Aclara is a Hazelwood, Mo.-based supplier of smart infrastructure solutions to water, gas and electric utilities.

INC Research timing

INC Research set a bank meeting for 10 a.m. ET in New York on Tuesday to launch its previously announced $3.1 billion of credit facilities, according to a market source.

The facilities consist of a $500 million five-year revolver with a 0% Libor floor, a $750 million five-year term loan A with a 0% Libor floor and a $1.85 billion seven-year covenant-light term loan B with a 0% Libor floor and 101 soft call protection for six months.

Commitments are due at 5 p.m. ET on June 27, the source said.

Credit Suisse Securities (USA) LLC, ING, Bank of America Merrill Lynch, Barclays, Citigroup Global Markets Inc., Goldman Sachs Bank USA, J.P. Morgan Securities LLC, Morgan Stanley Senior Funding Inc., PNC and Wells Fargo Securities LLC are leading the deal, with Credit Suisse the left lead on the term loan B and ING the left lead on the revolver and term loan A.

INC Research refinancing

Proceeds from INC Research’s credit facilities will be used to refinance existing debt in connection with its all-stock merger with inVentiv Health Inc.

The transaction values inVentiv at an enterprise value of around $4.6 billion, and the combined company at an enterprise value of about $7.4 billion.

At closing, INC Research shareholders are expected to own about 53% and inVentiv shareholders are expected to own about 47% of the combined company on a fully diluted basis. Advent International and Thomas H. Lee Partners, the current equal equity owners of inVentiv, will remain investors in the combined company.

Closing is expected in the second half of this year, subject to approval by INC Research shareholders, the satisfaction of regulatory requirements and other customary conditions.

INC Research is a Raleigh, N.C.-based contract research organization providing the full range of Phase I to Phase IV clinical development services for the biopharmaceutical and medical device industries. inVentiv is a Burlington, Mass.-based contract research organization and contract commercial organization.

Belmond readies deal

Belmond Interfin emerged with plans to a bank meeting at 9:30 a.m. ET on Wednesday to launch $700 million of senior secured credit facilities, a market source said.

The facilities consist of a $100 million multi-currency revolver and a $600 million U.S. and euro term loan B, the source added.

Barclays is the left lead on the deal that will be used to refinance substantially all of the company’s existing debt.

Belmond is a London-based luxury hotel company and sophisticated adventure travel operator.

Cirque du Soleil on deck

Cirque du Soleil set a lender call for 1 p.m. ET on Wednesday to launch a fungible $65 million add-on first-lien term loan due July 2022 that includes 101 soft call protection for six months, according to a market source.

RBC Capital Markets is the left lead bookrunner on the deal.

With the add-on, the first-lien term loan will total $690 million.

Cirque du Soleil is a Montreal-based producer of live artistic entertainment.


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