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Published on 5/24/2012 in the Prospect News Bank Loan Daily.

Misys, Royalty Pharma, Roofing break; Wolverine, Hearthside, AlixPartners revise deals

By Sara Rosenberg

New York, May 24 - Misys plc's credit facility emerged in the secondary market on Thursday, with the U.S. first-lien term loan seen trading above its original issue discount, and the company released pricing on its second-lien term loan.

Also, Royalty Pharma upsized its incremental term loan and Roofing Supply Group LLC firmed pricing on its term loan B at the wide end of talk, and then both of these deals broke for trading as well.

In more loan happenings, Wolverine Healthcare Analytics came out with changes to its term loan B, including raising the spread and widening the original issue discount, and Hearthside Food Solutions LLC lifted pricing on its facility while adding call protection to the institutional tranche.

Furthermore, AlixPartners LLP increased price talk on its first- and second-lien term loans, and Cheniere Energy Partners LP surfaced with new term loan plans.

Misys starts trading

Misys' credit facility freed up on Thursday, with the $945 million 61/2-year U.S. term loan quoted at 97½ bid, 98 offered, according to a market source.

Pricing on the U.S. term loan is Libor plus 600 basis points with a 1.25% Libor floor, and it was sold at an original issue discount of 97. There is call protection of 102 in year one and 101 in year two on voluntary repayments.

Earlier, the U.S. loan was upsized from $730 million, pricing was increased from talk of Libor plus 500 bps to 525 bps, the discount widened from 99, the maturity was shortened from seven years and the call protection was changed from just 101 soft call for one year.

Proceeds, along with equity and other debt tranches, will be used to help fund the acquisition of the company by Vista Equity Partners for 350p per share, or about £1.27 billion, and refinance some debt.

Misys euro loan

The other debt that Misys is getting includes a €100 million 61/2-year term loan priced at Euribor plus 625 bps with a 1.25% floor and sold at a discount of 97. This debt also includes call protection of 102 in year one and 101 in year two on voluntary repayments.

During syndication, the euro loan was downsized from €250 million, the spread was lifted from talk of Euribor plus 550 bps to 575 bps, the discount moved from 99, the maturity changed from seven years and the call protection was revised from 101 soft call for one year.

Furthermore, the company's roughly $1.2 billion first-lien credit facility (Ba3/B+) provides for a $125 million five-year revolver that saw pricing firm recently at Libor plus 525 bps, the high side of the Libor plus 500 bps to 525 bps talk. The revolver has a 50 bps unused fee and was sold with a 100 bps upfront fee.

Misys second-lien

Misys' new financing calls for a $615 million seven-year second-lien term loan (Caa1) as well, and pricing came out on Thursday at 12% with an original issue discount of 953/4, resulting in a yield of 13%, a source said.

The loan had most recently been talked in the 12% area yield, and prior to that it was talked in the context of 10%, was unsecured and matured in 7½ years.

The debt is non-callable for three years, with the first call at par plus 75% of the coupon.

Credit Suisse Securities (USA) LLC, Bank of America Merrill Lynch and Jefferies Finance LLC are leading the deal, with Credit Suisse the left lead on the first-lien debt and Bank of America left lead on the second-lien loan.

London-based Misys provides application software and services for the financial services industry.

Royalty Pharma frees up

Royalty Pharma's incremental term loan (Baa2/BBB-) broke too after an upsizing to $600 million from $500 million was announced. Levels on the debt were quoted at 99 bid, 99½ offered on the open and then it moved to 99¼ bid, 99 5/8 offered, a trader said.

Pricing on the loan due November 2018 is Libor plus 300 bps with a 1% Libor floor, and it was sold at an original issue discount of 98½ after widening earlier from talk of 99 to 991/2.

The spread and floor matches the existing May 2018 loan, but that debt was sold at a discount of 99½ last summer, and the two tranches trade separately because of their different maturities.

Bank of America Merrill Lynch, Goldman Sachs & Co. and Citigroup Global Markets Inc. are leading the deal that backs the already completed $761 million acquisition of an interest in the earn-out payable to the former shareholders of Fumapharm AG.

Royalty Pharma, a New York-based acquirer of royalty interests in marketed and late-stage biopharmaceutical products, expects to close on the add-on next week. The borrower of the loan is RPI Finance Trust.

Roofing Supply breaks

Roofing Supply Group's credit facility also hit the secondary market, with levels on the $290 million seven-year term loan B (B2/B) quoted at 99¾ bid, par ¼ offered, according to a trader.

Pricing on the B loan is Libor plus 525 bps after firming at the high end of recently revised talk of Libor plus 500 bps to 525 bps, and wide of initial talk of Libor plus 450 bps. There is a 1.25% Libor floor as well as 101 soft call protection for one year, and the debt was sold at an original issue discount of 99.

The company's $465 million credit facility also includes a $175 million five-year ABL revolver.

Deutsche Bank Securities Inc., Goldman Sachs & Co., Credit Suisse Securities (USA) LLC, UBS Investment Bank and Citigroup Global Markets Inc. are leading the deal that, along with $200 million of 10% notes, will fund the buyout of the company by Clayton, Dubilier & Rice LLC from the Sterling Group.

Roofing Supply, a Dallas-based wholesale distributor of roofing supplies and related materials, expects to close on the buyout this quarter.

Wolverine tweaks loan

Moving to the primary, Wolverine Healthcare Analytics revised talk on its seven-year term loan B to Libor plus 550 bps from Libor plus 425 bps and widened the original issue discount to 98 from 981/2, a source said. There is still a 1.25% Libor floor and 101 soft call protection for one year.

The term loan B was upsized to $527.75 million from $525 million, the source said.

J.P. Morgan Securities LLC, Bank of America Merrill Lynch, Morgan Stanley Senior Funding Inc. and UBS Securities LLC are leading the $577.75 million credit facility (Ba3/B+) that also includes a $50 million five-year revolver priced at Libor plus 550 bps.

Recommitments were due by 4 p.m. ET on Thursday and allocations are targeted for Friday morning, the source remarked.

Proceeds will be used to fund the $1.25 billion acquisition of the company by Veritas Capital from Thomson Reuters.

Wolverine selling notes

Other funds for the buyout of Wolverine Healthcare will come from $327.15 million of senior notes that priced at 99.345 with a coupon of 10 5/8% to yield 10¾%. The notes, which were upsized from $325 million, were talked in the 10¾% context.

Closing is expected in the next few months, subject to regulatory approval and customary conditions, including the expiration or termination of applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act.

Wolverine Healthcare, formerly Thomson Reuters Healthcare, is a provider of data, analytics and performance benchmarking services to hospitals, health systems, employers, health plans, government agencies and health care professionals.

Hearthside flexes higher

Also making revisions was Hearthside Food Solutions, as talk on its $400 million credit facility was lifted to Libor plus 500 bps to 550 bps from Libor plus 450 bps, and 101 soft call protection was added to the term loan B, according to a market source.

Recommitments toward the facility - which is comprised of a $30 million five-year revolver, a $30 million six-year delayed-draw term loan that is available for one year and a $340 million six-year term loan B - are due on Wednesday, the source said.

The deal still includes a 1.25% Libor floor, a 50 bps unused fee on the revolver, a 100 bps unused fee on the delayed-draw loan and an original issue discount of 99.

GE Capital Markets and SunTrust Robinson Humphrey Inc. are the lead banks on the deal that will be used to refinance existing debt and fund a small dividend.

Hearthside is a Downers Grove, Ill.-based bakery and a full-service contract manufacturer of grain-based food and snack products.

AlixPartners reworked

AlixPartners raised talk on its $600 million seven-year first-lien term loan (Ba3/B+) to Libor plus 475 bps to 500 bps from Libor plus 425 bps, and on its $220 million 71/2-year second-lien term loan (B3/B-) to 400 bps higher than first-lien pricing, compared to prior talk of Libor plus 800 bps, sources said.

The loans still have a 1.25% Libor floor, and the first-lien debt is offered at an original issue discount of 99. The second-lien loan was launched at a discount of 98.

The first-lien loan has 101 soft call protection for one year, while the second-lien term loan has call protection of 103 in year one, 102 in year two and 101 in year three.

The $895 million credit facility also includes a $75 million five-year revolver (Ba3).

Recommitments were due at 5 p.m. ET on Thursday.

AlixPartners being acquired

Proceeds from AlixPartners' credit facility will be used to help fund its purchase by CVC Capital Partners from Hellman & Friedman in a transaction that is expected to close this summer, subject to customary conditions.

Deutsche Bank Securities Inc., Bank of America Merrill Lynch, Goldman Sachs & Co., Jefferies & Co. and UBS Securities LLC are the lead banks on the deal.

With the pricing change, the company also revised the excess cash flow sweep to 75% from 50%, with step-downs to be determined.

And, the first-lien accordion was decreased to $75 million plus $150 million subject to 4 times net first-lien leverage, from $100 million plus $200 million, while the second-lien accordion was eliminated.

AlixPartners is a performance improvement, corporate turnaround and financial advisory services firm.

Cheniere readies deal

Meanwhile, Cheniere Energy Partners LP set a bank meeting for 2 p.m. ET on Tuesday in New York to launch $2.05 billion in new senior secured term loans that are non-callable for two years, then at 102 in year three and 101 in year four, a source said.

The debt includes a $750 million 61/2-year term loan at Cheniere Partners that will be used to fund the acquisition of the Creole Trail Pipeline, to pay for pipeline improvement and modification costs and for other general business purposes.

In addition, there's a $1.3 billion seven-year term loan at Sabine Pass Liquefaction LLC that will fund the costs of developing, constructing and placing into service the first two liquefaction trains of the Sabine Pass LNG liquefaction project, the source added.

Cheniere lead banks

Credit Suisse Securities (USA) LLC, SG Americas Securities LLC, Bank of Tokyo-Mitsubishi UFJ, Credit Agricole Securities (USA) Inc., HSBC Securities (USA) Inc., J.P. Morgan Securities LLC, Morgan Stanley Senior Funding Inc. and RBC Capital Markets LLC are the lead banks on Cheniere Energy's term loans.

Closing is anticipated to occur by the end of this quarter in conjunction with the closing of the equity financing and the purchase of the Creole Trail Pipeline.

Cheniere Energy is a Houston-based energy company.

EP Energy closes

In other news, El Paso Corp. completed the $7.15 billion sale of EP Energy Corp. to Apollo Global Management LLC, Riverstone Holdings LLC, Access Industries Inc. and other investors, according to an 8-K filed with the Securities and Exchange Commission.

For the transaction, EP Energy got a new $2 billion reserve-based revolver and a $750 million senior secured covenant-light term loan (Ba3/BB-) due May 1, 2018 that is priced at Libor plus 525 bps with a 1.25% Libor floor, and was sold at an original issue discount of 99. The term loan has 101 soft call protection for one year.

During syndication, the term loan was upsized from $500 million and the discount firmed at the low end of the 98 to 99 guidance.

Citigroup Global Markets Inc., J.P. Morgan Securities LLC, Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., BMO Capital Markets Corp., RBC Capital Markets, UBS Securities LLC and Nomura led the deal for the Houston-based oil and natural gas exploration and production company.

Gibson wraps refi

Gibson Energy ULC closed on its $650 million term loan B (Ba3/BB-) due June 2018 that is priced at Libor plus 375 bps with a 1% Libor floor, according to a news release. The loan was sold at an original issue discount of 99½ and has 101 soft call protection through June 2013.

Proceeds were used to refinance a $645 million term loan due June 2018 that was done in June 2011 at pricing of Libor plus 450 bps with a 1.25% Libor floor and was sold at an original issue discount of 99. This debt included 101 soft call protection for two years.

With the refinancing, the company got a $100 million add-on to its revolver (Ba3/BB-) that will be used for general corporate purposes.

J.P. Morgan Securities LLC, UBS Securities LLC and Citigroup Global Markets Inc. led the deal.

Gibson is a Calgary, Alta.-based midstream energy company.

Unifi completes deal

Unifi Inc. closed on its $150 million five-year senior secured asset-based credit facility and $30 million five-year term loan B that is priced at Libor plus 750 bps with a 1.25% Libor floor, according to a news release.

The asset-based facility consists of a $100 million revolver priced at Libor plus 200 bps and a $50 million term loan priced at Libor plus 250 bps.

The term loan B has call protection of 103 in year one, 102 in year two and 101 in year three.

Wells Fargo Securities LLC led the asset-based deal, and Wilmington Trust led the B loan.

Proceeds were used to redeem the company's $123.7 million 11½% senior secured notes due 2014 and repay an existing credit facility.

Unifi is a Greensboro, N.C.-based producer and processor of multi-filament polyester and nylon textured yarns and related raw materials.


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