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Published on 5/7/2014 in the Prospect News Bank Loan Daily.

Ascend rises; Gentiva up on numbers; Press Ganey breaks; primary overrun with deal changes

By Sara Rosenberg

New York, May 7 - Ascend Learning's term loan headed higher in the secondary on Wednesday with news of a lender call, Gentiva Health Services Inc.'s term loan B was a bit stronger following the release of earnings results, and Press Ganey Associates Inc.'s (PGA Holdings Inc.) incremental debt broke for trading.

Moving to the primary, Jonah Energy LLC lifted the spread on its second-lien term loan, TASC Inc. made some more changes to its deal, this time upsizing the first-lien term loan, widening the original issue discount and sweetening the call protection, and Affinion Group Inc. updated tranche sizes under its credit facility.

Also, Environmental Resources Management reworked pricing and offer prices on its first-lien term loan debt, Ortho-Clinical Diagnostics Inc. extended the call protection and modified the ticking fee on its term loan, and TravelClick Inc. moved some funds from its second-lien term loan into its first-lien term loan.

In addition, Schaeffler set the spread on its term debt, the SI Organization Inc. downsized its first-lien term loan as a second-lien loan was added, and Stater Bros. Markets reduced the size of its term loan B, increased the size of its term loan A and trimmed pricing on both tranches.

Furthermore, Caesars Entertainment Operating Co., EnergySolutions LLC, Caesars Growth Properties Holdings LLC, SunEdison Semiconductor Ltd. and Wyle Services Corp. released talk with launch, and Electronic Funds Source LLC (WP Mustang Holdings LLC), Curo Health Services and Connacher Oil & Gas Ltd. joined this week's calendar.

Ascend trades up

Ascend Learning's term loan moved to par ¾ bid, 101 ¾ offered from 99 7/8 bid, par 3/8 offered with word that the company will be holding a call on Thursday to launch a transaction to loan investors, according to a trader.

Bank of America Merrill Lynch, GE Capital Markets and Barclays are the lead banks on the new deal.

Pricing on the existing term loan, which was completed early this year, is Libor plus 500 basis points with a 1% Libor floor, and it includes 101 soft call protection for one year.

Burlington, Mass., and Leawood, Kan.-based Ascend Learning is a provider of technology-based learning services focused on student training and testing results in health care and other vocational fields.

Gentiva gains ground

Gentiva's term loan B headed up in trading to 98½ bid, 99¼ offered from 98 3/8 bid, 98 7/8 offered after first-quarter numbers were announced, according to a trader.

For the quarter, the company had net income of $0.3 million, or $0.01 per diluted share, compared to net loss of $207.2 million, or $6.73 per diluted share, last year.

Additionally, total net revenues for the quarter were $487.5 million, up from $415.6 million in the first quarter of 2013, and adjusted EBITDA was $39 million, versus $39.1 million in the prior year.

Gentiva is an Atlanta-based provider of home health, hospice and community care services.

Press Ganey frees up

Also in the secondary, Press Ganey Associates' $35 million incremental first-lien term loan (B2) due April 20, 2018 freed up, with levels quoted at 99 7/8 bid, par 3/8 offered, a trader said.

Pricing on the incremental loan, as well as on the company's existing roughly $376.7 million first-lien term loan due April 20, 2018, is Libor plus 325 bps with a 1% Libor floor, and the incremental was sold at an original issue discount of 991/2.

Barclays is leading the loan that will be used with cash on hand to repay the company's existing $45 million second-lien term loan.

First-lien and total leverage is 4.3 times, and net leverage is 4.2 times.

Press Ganey is a South Bend, Ind.-based provider of health-care performance improvement services.

Jonah raises pricing

Over in the primary, Jonah Energy flexed pricing on its $400 million senior secured covenant-light seven-year second-lien term loan (B3/B) to Libor plus 650 bps from Libor plus 625 bps, while keeping the 1% Libor floor, discount of 98½ and call protection of 102 in year one and 101 in year two intact, a market source said.

Comments on the credit agreement are due at 11 a.m. ET on Thursday. Allocations are expected that same day, the source added.

Citigroup Global Markets Inc., J.P. Morgan Securities LLC, Bank of America Merrill Lynch, Wells Fargo Securities LLC, Morgan Stanley Senior Funding Inc. and Nomura are leading the deal that will be used to help fund the acquisition of Encana Corp.'s interests in certain natural gas properties in the Jonah Field located in Sublette County, Wyo., by TPG Capital for about $1.8 billion.

Closing is expected in the second quarter, subject to customary conditions and regulatory approvals.

Jonah Energy is a San Antonio-based acquirer and operator of producing oil and gas.

TASC updated again

TASC increased its six-year first-lien term loan (B1/B+) to $395 million from a revised amount of $393 million, although it is still smaller than its size at launch of $432 million, and moved the original issue discount to 98½ from 99, according to a market source.

Additionally, the call protection on the first-lien term loan was changed to non-callable for one year then a 101 hard call for a year, from 101 soft call protection for one year, the source said. The hard call protection does not apply to mandatory amortization payments, excess cash flow payments and asset sale payments.

Pricing on the first-lien term loan remained at Libor plus 550 bps with a 1% Libor floor.

The company's now $695 million senior secured credit facility also includes a $50 million five-year revolver (B1/B+) and a $250 million seven-year second-lien term loan (Caa2/CCC+).

TASC second-lien details

Pricing on TASC's second-lien term loan is a fixed rate of 12% with no floor and an original issue discount of 98, and the debt is non-callable for one year, then at 105 in year two and 102.5 in year three.

Previously, the second-lien term loan upsized from $200 million, the offer price was revised from par and the call protection was changed from 102 in year one and 101 in year two, and a total net leverage covenant was added to the first- and second-lien tranches, taking away their covenant-light status.

Recommitments were due by 5 p.m. ET on Wednesday, the source added.

Barclays and KKR Capital are leading the deal that will be used to refinance an existing credit facility.

Net senior secured leverage is 3.6 times and net total leverage is 5.8 times.

TASC is a Chantilly, Va.-based provider of advanced systems engineering and technical assistance to the defense, intelligence, federal and homeland security markets.

Affinion reworks tranching

Affinion Group lifted its first-lien term loan due April 2018 to $775 million from $650 million, trimmed its covenant-light second-lien term loan due October 2018 to $425 million from $500 million and cut its revolver due January 2018 to $80 million from $120 million, according to a market source.

As before, the first-lien term loan is priced at Libor plus 525 bps with a 1.5% Libor floor and a 25 bps upfront fee, and has 101 soft call protection for one year, and the second-lien term loan is priced at Libor plus 700 bps with a 1.5% Libor floor and a 25 bps upfront fee, and is non-callable for two years, then at 102 in year three and 101 in year four.

Recommitments were due at noon ET on Wednesday, the source added.

Deutsche Bank Securities Inc. is leading the now $1.28 billion credit facility that will amend and extend the company's existing senior secured credit facility, including about $1.08 billion of term loan debt due October 2016.

Affinion is a Norwalk, Conn.-based provider of marketing services and loyalty programs.

Environmental changes emerge

Environmental Resources Management cut the spread on its roughly $655 million seven-year covenant-light first-lien term loan debt (B1/B) to Libor/Euribor plus 400 bps from Libor/Euribor plus 450 bps but added a 1% floor whereas before the debt had no floor, according to a market source.

Also, the split on the first-lien term loan surfaced as a $480.6 million B1A tranche for the U.S./Canada borrower, a $119.4 million B1B tranche for the UK/Australia borrower and a €40 million B2 tranche for the UK/German borrower.

And, the offer price talk on the B1A and B1B tranches was revised to 99 to 99½ from just 991/2, and on the B2 to 99½ to par from just 991/2, the source remarked.

The 101 soft call protection for one year on the first-lien debt was unchanged.

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

Environmental second-lien

Environmental Resources is also marketing a $175 million eight-year covenant-light second-lien term loan (Caa1/CCC+) that is priced at Libor plus 700 bps with a 1% Libor floor and a discount of 99, and has hard call protection of 102 in year one and 101 in year two. No changes were made to the pricing of this tranche.

As part of its loan updates, the company eliminated the 18-month MFN sunset provision, the source added.

Deutsche Bank Securities Inc. (left on first-lien), BNP Paribas Securities Corp. (left on second-lien) and HSBC Securities (USA) Inc. are leading the $830 million deal that will be used to refinance debt and fund a dividend to shareholders.

Environmental Resources is a provider of environmental, health, safety, risk and social consulting services.

Ortho-Clinical tweaks loan

Ortho-Clinical Diagnostics pushed out the 101 soft call protection on its $2,175,000,000 seven-year covenant-light term loan B to one year from six months and set the 50 bps MFN for life by removing the sunset provision, according to a market source.

Also, the ticking fee on the term loan now steps up to the full spread after 30 days, instead of being half the spread from days 46 to 75 post allocations and the full spread from days 76 through Aug. 12, the source said.

Price talk on the term loan is still Libor plus 350 bps with a 1% Libor floor and an original issue discount of 99 to 991/2.

The company's $2,525,000,000 senior secured credit facility (B1/B) also includes a $350 million five-year revolver.

Ortho-Clinical being acquired

Proceeds from Ortho-Clinical Diagnostics' credit facility will be used with equity and bonds to fund the buyout of the company by the Carlyle Group from Johnson & Johnson for $4.15 billion.

Barclays, Goldman Sachs Bank USA, Credit Suisse Securities (USA) LLC, UBS Securities LLC and Nomura are leading the debt.

Net secured leverage is 3.2 times and net total leverage is 5.1 times.

Closing is expected in the middle of this year, subject to customary regulatory approvals.

Ortho-Clinical Diagnostics is a Raritan, N.J.-based provider of services for screening, diagnosing, monitoring and confirming diseases.

TravelClick modifies sizes

TravelClick raised its seven-year covenant-light first-lien term loan (B1/B-) to $395 million from $385 million and left pricing at Libor plus 450 bps with a 1% Libor floor and an original issue discount of 99, a source remarked. The debt still has 101 soft call protection for one year.

Meanwhile, the 71/2-year covenant-light second-lien term loan (Caa2/CCC) was trimmed to $165 million from $175 million, while pricing was unchanged at Libor plus 775 bps with a 1% Libor floor and a discount of 981/2, the source continued. This tranche still has call protection of 103 in year one, 102 in year two and 101 in year three.

Last week, pricing on the first-lien term loan was lifted from talk of Libor plus 375 bps to 400 bps, the discount was changed from 99½ and the soft call was extended from six months, and pricing on the second-lien term loan was increased from talk of Libor plus 700 bps to 725 bps, the discount was modified from 99 and the call protection was revised from 102 in year one and 101 in year two.

TravelClick getting revolver

In addition to the first- and second-lien term loans, TravelClick's $590 million credit facility includes a $30 million revolver (B1/B-).

Allocations are expected on Thursday morning, the source added.

Credit Suisse Securities (USA) LLC, Bank of America Merrill Lynch and BMO Capital Markets are leading the deal that will be used to help fund the $930 million buyout of the company by Thoma Bravo LLC from Genstar Capital.

TravelClick is a New York-based provider of revenue-generating cloud-based services for the hospitality industry.

Schaeffler sets spread

Schaeffler firmed pricing on its new U.S./euro six-year term loan (BB-) at Libor/Euribor plus 300 bps, the tight end of the Libor/Euribor plus 300 bps to 325 bps talk, according to a market source.

As before, the term loan has a 0.75% floor, an original issue discount of 99¾ and 101 soft call protection for six months.

Commitments and cashless rolls were due on Wednesday.

Proceeds will be used by the Herzogenaurach, Germany-based manufacturer of bearings for autos & industrial OEMs to refinance an existing €1.53 billion equivalent term loan C, with a potential upsizing for general corporate purposes.

Deutsche Bank Securities Inc. (left on U.S.), HSBC Securities (left on euro), Barclays, BayernLB, BNP Paribas Securities Corp., Citigroup Global Markets Inc., Commerzbank, J.P. Morgan Securities LLC, LBBW and UniCredit are leading the deal.

SI revises deal

SI Organization reduced its first-lien term loan to $350 million from $490 million and shortened the maturity to 5½ years from six years, according to a market source.

The first-lien term loan is still talked at Libor plus 500 bps with a 1% Libor floor and an original issue discount of 99, and there is still 101 soft call protection for one year.

With the first-lien downsizing, the company added a $140 million six-year second-lien term loan to its credit facility that is talked at Libor plus 850 bps with a 1% Libor floor, a discount of 99 and call protection of 102 in year one and 101 in year two, the source said.

The company's $590 million senior secured credit facility also provides for a $50 million five-year revolver and a $50 million delayed-draw first-lien term loan that saw its final maturity shortened to 5½ years from six years as well.

SI lead banks

UBS Securities LLC and RBC Capital Markets are leading SI Organization's credit facility that will be used to help fund the acquisition of QinetiQ North America Services and Solutions Group and refinance existing bank debt.

Closing is expected in the second quarter, subject to customary conditions, including the receipt of regulatory approvals.

SI is a Chantilly, Va.-based provider of analytical and technical information services for the U.S. government. QinetiQ is a Reston, Va.-based provider of technology and responsive services focusing on the U.S. government.

Stater restructures

Stater Bros. Markets downsized its seven-year covenant-light term loan B to $250 million from $300 million, lowered pricing to Libor plus 375 bps from Libor plus 400 bps and changed the original issue discount to 99½ from 99, according to a market source.

The B loan still has a 1% Libor floor and 101 soft call protection for one year.

Additionally, the five-year term loan A was upsized to $325 million from $275 million and pricing was trimmed to Libor plus 250 bps from Libor plus 275 bps, the source said. There is a step-down to Libor plus 225 when net leverage is less than 3 times.

The term loan A, as well as a $150 million five-year revolver, have upfront fees of 50 bps for $50 million pro rata commitments and 35 bps for $25 million pro rata commitments.

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

Stater refinancing

Proceeds from Stater's $725 million credit facility (B1/B+) will be used to repay an existing senior secured term loan, 7.75% notes due 2015 and 7.375% notes due 2018.

The funding of the term loan A and the term loan B is expected to occur 30 days after the closing date in conjunction with the senior notes redemption.

Bank of America Merrill Lynch is leading the deal.

Stater Bros. is a Bernardino, Calif.-based supermarket chain.

Caesars Entertainment call

Also in the primary, Caesars Entertainment held a call at 9:30 a.m. ET on Wednesday to launch its $1.75 billion incremental term loan B-7 (NA/NA/CCC) due March 1, 2017, and talk on the deal came out at Libor plus 950 bps with a 1% Libor floor, an original issue discount of 98 and call protection of non-callable for six months, then at 101 for six months, according to a market source.

Commitments are due on Monday, the source said.

Credit Suisse Securities (USA) LLC, Citigroup Global Markets Inc. and Macquarie Capital are leading the loan that will be used to refinance existing debt due in 2015 and existing term loans, and for general corporate purposes.

The Las Vegas-based diversified casino-entertainment company recently said in a news release that orders for about $1.7 billion of the new B-7 tranche have already been received.

EnergySolutions reveals talk

EnergySolutions released in an 8-K filed with the Securities and Exchange Commission price talk on its $825 million senior secured credit facility (B3) that launched with a bank meeting in the morning.

The $125 million five-year revolver is talked at Libor plus 450 bps with no Libor floor and an original issue discount of 99, and the $700 million seven-year first-lien covenant-light term loan is talked at Libor plus 425 bps to 450 bps with a 1% Libor floor, a discount of 99 to 99½ and 101 soft call protection for six months.

Commitments are due on May 20, allocations are anticipated on May 21 and closing is targeted for May 27.

Morgan Stanley Senior Funding Inc., Barclays and Deutsche Bank Securities Inc. are leading the deal that will be used to refinance existing debt, including a $353 million term loan and $300 million of senior notes.

Pro forma leverage is 4.4 times.

EnergySolutions is a Salt Lake City-based nuclear commercial services company.

Caesars Growth launches

Caesars Growth Properties launched via Credit Suisse Securities (USA) LLC a $700 million one-year first-lien term loan that has a one-year extension option and is asking for commitments by Friday, a market source said.

The loan is talked with pricing of Libor plus 600 bps for 30 days, stepping up to Libor plus 700 bps for the rest of year one and Libor plus 800 bps for year two. There is a 1% Libor floor and an original issue discount of 99 plus a 1% extension fee that is payable if the debt is still outstanding at year two, the source continued.

Proceeds will be used to help fund the now completed acquisition of Bally's Las Vegas, The Cromwell and The Quad Resort & Casino from Caesars Entertainment Operating Co. Inc.

The loan is expected to be refinanced during the second quarter following completion of the purchase of Harrah's New Orleans. The funds for that will come from the Las Vegas-based casino asset and entertainment company's previously reported on $1,325,000,000 senior secured credit facility (B2/B+/BB-) and $675 million of bond debt that has already been priced and syndicated.

SunEdison terms surface

SunEdison Semiconductor disclosed talk on its $200 million term loan B at Libor plus 550 bps with a 1% Libor floor, an original issue discount of 99 and 101 soft call protection for one year in connection with its bank meeting, according to a market source.

The company's $250 million credit facility (B2/B) also includes a $50 million revolver.

Commitments are due on May 16, the source added.

Goldman Sachs Bank USA and Macquarie Capital are leading the deal that will be used to repay intercompany notes in connection with the company's spinoff from SunEdison Inc. and initial public offering of ordinary shares.

SunEdison Semiconductor is a Toa Payoh, Singapore-based developer, manufacturer and seller of silicon wafers to the semiconductor industry.

Wyle discloses guidance

Wyle Services came out with talk of Libor plus 350 bps to 375 bps with a 25 bps pricing step-down at B1/B+ corporate ratings, a 1% Libor floor, an original issue discount of 99 and 101 soft call protection for six months on its $250 million seven-year term loan that launched during the session, a market source said.

Current corporate ratings are B2/B+.

J.P. Morgan Securities LLC, SunTrust Robinson Humphrey Inc. and Regions Capital Markets are the leads on the loan deal (B1/BB) that will be used to refinance existing debt.

Wyle is an El Segundo, Calif.-based provider of high-tech aerospace engineering, information technology and scientific services to the federal government.

Electronic Funds readies deal

Electronic Funds Source scheduled a bank meeting for 1:30 p.m. ET in New York on Thursday to launch an $845 million credit facility that consists of a $100 million revolver, a $495 million first-lien covenant-light seven-year term loan and a $250 million second-lien covenant-light eight-year term loan, according to a market source.

The first-lien term loan has 101 soft call protection for six months, and the second-lien term loan has call protection of 102 in year one and 101 in year two, the source said.

Commitments are due on May 21.

Goldman Sachs Bank USA (left on first-lien) and Credit Suisse Securities (USA) LLC (left on second-lien) are leading the deal that will be used to help fund the buyout of the company by Warburg Pincus from an investor group including First Data Transportation Services, Inc., CTP Holdings LLC and FJ Management Inc.

Closing is expected in the second quarter, subject to customary conditions and regulatory approvals.

Electronic Funds Source is a provider of payments services.

Curo coming soon

Curo Health Services emerged with plans to hold a bank meeting on Friday to launch a $485 million credit facility, according to a market source.

The facility consists of a $35 million five-year revolver, a $335 million seven-year first-lien term loan and a $115 million 71/2-year second-lien term loan, the source said.

J.P. Morgan Securities LLC is leading the deal that will be used to fund the acquisition of SouthernCare Inc., to refinance existing debt and for general corporate purposes.

Curo Health is a Mooresville, N.C.-based provider of home health care and hospice services. SouthernCare is Birmingham, Ala.-based hospice provider.

Connacher on deck

Connacher Oil & Gas set a bank meeting for 2:30 p.m. ET in New York on Thursday to launch a C$140 million U.S. equivalent (about $128 million) four-year first-lien second-out term loan that is non-callable for one year then at 101 in year two, according to a market source.

Commitments are due on May 22, the source said.

Credit Suisse Securities (USA) LLC is leading the deal that will be used for general corporate purposes and to refinance existing debt.

Also, the company is planning to amend its existing senior secured revolving credit facility and reduce the size to C$30 million from C$95 million.

Connacher is a Calgary-based in-situ oil sands developer, producer and marketer of bitumen.


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