Bronco Midstream, TriNet, Level 3, Generic Drug, ZEST Anchors, TIP Trailer free to trade

By Sara Rosenberg

New York, Aug. 14 - A number of deals made their way into the secondary market on Wednesday, including Bronco Midstream Funding LLC, TriNet HR Corp., Level 3 Financing Inc., Generic Drug Holdings Inc. (Harvard Drug), ZEST Anchors Inc. and TIP Trailer Services.

Over in the primary, Live Nation Entertainment Inc. increased the size of its revolver and term loan A, and lowered the spread and Libor floor on its term loan B while also revising original issue discount guidance, and Vantage Pipeline trimmed pricing on its B loan and modified the issue price.

Also, TPF II reduced the size of its term loan B and widened the coupon as well as the discount price, MEI Conlux Holdings Inc. upsized its term loan and tightened the discount, DS Waters of America Inc. (DS Services) lifted the size of its term loan while extending the soft call protection, and Kinetic Concepts Inc. revised the discount on its add-on deal.

Additionally, Steinway Musical Instruments Inc.'s credit facility that was recently marketed is no longer happening since the company canceled the buyout it was funding in favor of what was considered a superior offer by another investment firm.

Furthermore, Crown Castle Operating Co. emerged with plans to bring an add-on term loan B to market, and Revlon Consumer Products Corp. set timing on the launch of its term loan.

Bronco tops OID

Bronco Midstream's $430 million seven-year senior secured term loan (Ba2/B+) began trading on Wednesday, with levels quoted at 99¼ bid, par ¼ offered, according to a market source.

Pricing on the loan is Libor plus 400 basis points with a 1% Libor floor, and it was sold at an original issue discount of 99. There is 101 call protection for one year.

Barclays is the lead bank on the deal that is being used to fund a distribution to equity holders, fund a debt service reserve and add cash to the balance sheet.

Bronco Midstream is an Oklahoma City-based natural gas midstream company.

Generic Drug frees up

Generic Drug's credit facility broke as well, with the $380 million senior secured seven-year term loan B (B1/B) quoted at par bid, par ½ offered, according to a trader.

Pricing on the B loan is Libor plus 400 bps with a 1% Libor floor and it was sold at 991/2. The debt has 101 soft call protection for six months.

Last week, the coupon on the term loan was lowered from talk of Libor plus 425 bps to 450 bps and the soft call protection was shortened from one year, and then this week, the discount was revised from 99.

Morgan Stanley Senior Funding Inc., Credit Suisse Securities (USA) LLC and Deutsche Bank Securities Inc. are leading the deal that will be used to refinance existing debt and pay a dividend to shareholders.

Generic Drug is a Livonia, Mich.-based independent pharmaceutical distributor.

TriNet levels surface

TriNet's credit facility hit the secondary too, with the $175 million three-year first-lien term loan B-1 quoted at par ¼ bid, 101 offered, the $455 million seven-year first-lien term loan B-2 quoted at 99 bid, 99¾ offered and the $190 million 71/2-year second-lien term loan quoted at 98 bid, 99 offered, a trader said.

The term B-1 is priced at Libor plus 375 bps with no Libor floor and was sold at par, the B-2 loan is priced at Libor plus 400 bps with a 1% Libor floor and was sold at an original issue discount of 99, and the second-lien loan is priced at Libor plus 775 bps with a 1% Libor floor and was sold at a discount of 98.

Included in the B-2 loan is 101 soft call protection for one year, and the second-lien loan has hard call protection of 102 in year one and 101 in year two.

During syndication, the B-1 loan was upsized from $150 million, the B-2 loan was downsized from $480 million and the call protection on the B-2 tranche was extended from six months.

The company's $895 million credit facility includes a $75 million five-year revolver as well.

J.P. Morgan Securities LLC is leading the deal that will be used by the San Leandro, Calif., cloud-based provider of on-demand HR services to refinance existing debt and fund a dividend.

Level 3 above par

Level 3's $595.5 million senior secured term loan B due 2020 started trading in the afternoon, with levels quoted at par 3/8 bid, par ¾ offered, according to a market source.

Pricing on the loan is Libor plus 300 bps with a 1% Libor floor and it was issued at par.

Bank of America Merrill Lynch, Citigroup Global Markets Inc., Morgan Stanley Senior Funding Inc., Credit Suisse Securities (USA) LLC, Jefferies Finance LLC and J.P. Morgan Securities LLC are the lead banks on the deal that is being used to refinance an existing $596 million term loan B due in 2016 priced at Libor plus 325 bps with a 1.5% Libor floor.

Level 3 is a Broomfield, Colo.-based provider of fiber-based communications services.

ZEST starts trading

ZEST Anchors' credit facility also freed up, with the $160 million seven-year first-lien term loan (B2/B) quoted at 98½ bid, according to a market source

Pricing on the B loan is Libor plus 550 bps with a 1% Libor floor and it was sold at a discount of 98. There is 101 soft call protection for one year.

During syndication, pricing on the term B was lifted from talk Libor plus 475 bps to 500 bps, the discount was changed from 99, the soft call was extended from six months, the excess cash flow sweep was increased to 75% from 50% and the incremental allowance was modified to $25 million from $40 million, plus additional amounts up to 3.75 times net first-lien leverage and 5.75 times net total leverage.

The company's $260 million credit facility also includes a $20 million revolver (B2/B) and an already placed $80 million second-lien term loan.

Deutsche Bank Securities Inc., Fifth Third Securities Inc. and RBS Citizens are leading the deal that will be used to help fund the buyout of the Escondido, Calif.-based dental services company by Avista Capital Partners from Jordan Co.

TIP Trailer breaks

Another deal to make its way into the secondary market was TIP Trailer, with the $100 million U.S. seven-year first-lien term loan seen at 95 bid, 96 offered, according to a market source.

Pricing on the term loan is Libor plus 550 bps with a 1% Libor floor and it was sold at an original issue discount of 95. The debt includes 101 soft call protection for one year.

The company is also getting a €203 million seven-year first-lien term loan priced at Euribor plus 550 bps with a 1% floor and sold at 95, and a €55 million six-year revolver as part of its new credit facility (B1/BB+). The euro term loan has 101 soft call protection for one year as well.

During syndication, the U.S. loan was downsized from $150 million and pricing was raised from revised talk of Libor plus 475 bps and initial talk of Libor plus 425 bps, and, the euro loan was upsized from €163 million while the spread was flexed from revised talk of Euribor plus 500 bps and initial talk of Euribor plus 450 bps. Also, the discount on both loans moved from revised talk of 97 and initial talk of 99.

Credit Suisse is leading the deal that will help fund the buyout of TIP, a European provider of transport equipment leasing and rental services, by HNA Group Co. Ltd. from GE Capital.

Live Nation reworked

In the primary, Live Nation Entertainment raised its five-year revolver to $335 million from $300 million and its five-year term loan A to $115 million from $100 million, according to a market source.

As for the $950 million seven-year term loan B, the spread firmed at Libor plus 275 bps, the tight end of the Libor plus 275 bps to 300 bps talk, the Libor floor was trimmed to 0.75% from 1% and the offer price was changed to 99¾ to par from just at 993/4, the source remarked, adding that the 101 soft call protection for six months was unchanged.

Recommitments were due by 3 p.m. ET on Wednesday.

J.P. Morgan Securities LLC is leading the now $1.4 billion credit facility (Ba3/BB) that will be used to refinance an existing senior secured credit facility and for general corporate purposes, and, as a result of the upsizings, to put cash on the balance sheet.

Live Nation is a West Hollywood, Calif.-based provider of live music concerts and live entertainment ticketing sales and marketing services.

Vantage cuts pricing

Vantage Pipeline reduced pricing on its $225 million term loan B to Libor plus 300 bps from Libor plus 350 bps and modified the original issue discount to 99½ from 99, according to a market source.

As before, the B loan has a 1% Libor floor and 101 soft call protection for one year.

The company's $240 million credit facility (Ba2/BB-) also includes a $15 million revolver.

Recommitments are due at 5 p.m. ET on Thursday, the source remarked.

RBC Capital Markets and TD Securities (USA) LLC are leading the deal that will be used with equity from Riverstone Holdings to fund the construction of the Vantage Pipeline, a roughly 700 km long high vapor pressure pipeline carrying ethane from North Dakota to Canada.

TPF downsizes, flexes

TPF II cut its six-year senior secured term loan B (B1) to $350 million from $475 million, raised pricing to Libor plus 550 bps from Libor plus 500 bps and moved the discount to 97½ from 99, according to a market source.

The term B still has a 1% Libor floor and call protection of 103 in year one and 102 in year two.

The company's now $370 million credit facility also includes a $20 million five-year first priority revolver (Ba3).

Lead bank, Goldman Sachs Bank USA, is asking for recommitments by Thursday and is hoping to allocate the transaction on Friday.

Proceeds will be used to repay an existing term loan, fund debt service and liquidity reserves, and pay a dividend, the size of which was reduced due to the term loan B downsizing, the source added.

TPF is a portfolio of two natural gas fired simple-cycle power generation projects.

MEI changes emerge

MEI Conlux lifted its seven-year covenant-light term loan to $395 million from $390 million and modified the original issue discount to 99½ from 99, according to a market source.

As before, the loan is priced at Libor plus 400 bps with a 1% Libor floor and has 101 soft call protection for one year.

Recommitments for the now $455 million credit facility (B1/B), which also includes a $60 million five-year revolver, were due at noon ET on Wednesday. Allocations are expected to go out on Thursday.

Goldman Sachs Bank USA, Bank of America Merrill Lynch and Nomura are leading the deal that will be used to refinance existing debt. The term loan upsizing was done to account for some foreign currency fluctuations, the source explained.

MEI Conlux is a Malvern, Pa.-based manufacturer of electronic note acceptors, coin mechanisms and other unattended transaction systems.

DS Waters upsizes

DS Waters raised its seven-year covenant-light first-lien term loan (Ba3/BB-) to $360 million from $310 million ad pushed out the 101 soft call protection to one year from six months, according to market sources.

Furthermore, the incremental facility was decreased to $100 million from $150 million and additional amounts are now subject to 3 times pro forma net first-lien leverage instead of 3.5 times, sources said. There is still 50 bps MFN and a 4.5 times pro forma net secured leverage ratio test in the case of junior loans under the incremental.

Pricing on the term loan was unchanged at Libor plus 425 bps with a 1% Libor floor and an original issue discount of 99.

The company's now $435 million senior secured credit facility also includes a $75 million ABL revolver.

DS Waters trims notes

In reaction to the term loan upsizing, DS Waters reduced its bond offering size to $300 million from $350 million, sources continued.

Proceeds from the new debt will be used to help fund the buyout of the company by Crestview Partners.

First-lien leverage is 2.3 times, up from 2 times due to the term loan size change, and total leverage is 4.3 times, sources added.

Barclays, Credit Suisse Securities (USA) LLC, Jefferies Finance LLC and BMO Capital Markets are the lead banks on the credit facility for which commitments are due at noon ET on Thursday.

DS Waters is an Atlanta-based direct-to-consumer beverage services provider.

Kinetic updates discount

Kinetic Concepts modified the original issue discount on its $350 million add-on term loan (Ba3/BB-) to 99 7/8 from talk of 99 to 991/2, while keeping pricing at Libor plus 350 bps with a 1% Libor floor, according to a market source.

Commitments were due at 4 p.m. ET on Wednesday, the source said.

Bank of America Merrill Lynch, Morgan Stanley Senior Funding Inc. and Goldman Sachs Bank USA are leading the deal that will help fund the $485 million acquisition of Systagenix, a U.K.-based provider of advanced wound care products.

Closing is expected in the fourth quarter, subject to customary conditions, including applicable antitrust approvals.

Kinetic Concepts is a San Antonio, Texas-based medical technology company.

Steinway/Kohlberg deal gone

Steinway Musical's $350 million credit facility that was marketed earlier this summer is no longer happening as the buyout agreement with Kohlberg & Co. for $35 per share in cash, or roughly $438 million, has been terminated in favor of a new buyout agreement with Paulson & Co. Inc. for $40 per share, or about $512 million, according to a market source.

The pulled credit facility consisted of a $75 million ABL revolver, a $200 million six-year first-lien term loan, and a $75 million seven-year second-lien term loan that was pre-placed.

The first-lien term loan was priced at Libor plus 425 bps with a 1% Libor floor and an original issue discount of 991/2, and included 101 soft call protection for one year.

During syndication, the first-lien term loan was upsized from $175 million as the planned revolver draw was reduced, pricing was cut from Libor plus 450 bps and the discount was tightened from 99.

Macquarie Capital (USA) Inc. and Credit Suisse Securities (USA) LLC were leading the term loans, and GE Capital Markets was leading the revolver.

Steinway/Paulson agreement

The new buyout agreement that Steinway entered into with Paulson is expected to close in late September, subject to customary conditions, including the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act and receipt of German antitrust approvals. The offer is not subject to a financing condition.

Paulson is required to commence a tender offer for Steinway's shares within five business days and the offer must remain open for at least 20 business days after launch.

The Paulson agreement does not provide for a go-shop period, but the Waltham, Mass.-based musical instruments company is permitted to respond to unsolicited offers in certain circumstances, and ultimately, to accept a superior proposal until the closing of the tender offer, subject to payment of a termination fee of around $13.4 million.

Kohlberg will be paid a termination fee of about $6.7 million as a result of its agreement being terminated.

Crown Castle readies loan

Also on the primary side, Crown Castle scheduled a call for 11:00 a.m. ET on Thursday to launch a $500 million add-on term loan B due Jan. 31, 2019 that is talked at Libor plus 250 bps with a step-down to Libor plus 225 bps when total leverage is less than 4.5 times, a 0.75% Libor floor, an original issue discount of 99 to 99½ and 101 soft call protection until Oct. 19, 2013, according to a market source.

The add-on and existing term loan B are fungible, the source said.

Commitments are due at noon ET on Friday.

Morgan Stanley Senior Funding Inc. and Bank of America Merrill Lynch are leading the transaction that will be used to pay down revolver debt.

Crown Castle is a Houston-based owner, operator and leaser of towers and other infrastructure for wireless communications.

Revlon on deck

Revlon set a call for 10 a.m. ET on Thursday to launch a new term loan that is being led by Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., J.P. Morgan Securities LLC, Bank of America Merrill Lynch and Wells Fargo Securities LLC, according to a market source.

Earlier this week, the New York-based cosmetics and accessories company launched via Citigroup an amendment to its credit facility to allow for a $700 million incremental term loan and the $660 million acquisition of The Colomer Group, a beauty care company, from CVC Capital Partners.

The amendment, among other things, will also modify the first-lien secured leverage ratio to 4.25 times from 4 times and increase the ABL facility to $240 million from $200 million.

Lenders are being offered a 25 bps amendment fee and consents are due on Friday.

The Colomer purchase is expected to close in the fourth quarter, subject to customary conditions and regulatory approvals, and the cash purchase price is subject to adjustments through the closing date.

Pro forma for the acquisition, net leverage is anticipated to be 4.8 times.

DSI Renal allocates

In other news, DSI Renal allocated its $280 million credit facility on Wednesday, with final terms coming in line with initial talk, according to a market source.

The facility consists of a $40 million five-year revolver, a $227 million seven-year term loan and a $13 million delayed-draw seven-year term loan.

The term loans are priced at Libor plus 425 bps with a 1% Libor floor, were sold at a discount of 99 and have 101 soft call protection for six months

GE Capital Markets, Ares, Fifth Third Securities Inc. and KeyBanc Capital Markets LLC are the leads on the deal that is being used to refinance existing debt and fund a dividend.

DSI Renal is a Nashville, Tenn.-based provider of dialysis services.

Pinnacle Entertainment closes

Pinnacle Entertainment Inc. completed its $2.6 billion senior secured deal (Ba2/BB+/BB+), a news release said.

The facility consists of a $1 billion five-year revolver, a $500 million three-year term loan B-1 and a $1.1. billion seven-year term loan B-2.

Pricing on both term loans is Libor plus 275 bps with a 1% Libor floor and they both have 101 soft call protection for one year. The B-1 loan was sold at par and the B-2 loan was sold at an original issue discount of 991/2.

Late last month, the deal was restructured from a single $1.6 billion seven-year covenant-light term loan B that was talked at Libor plus 350 bps with a 1% Libor floor, a discount of 99 and 101 soft call protection for one year.

Pinnacle lead banks

J.P. Morgan Securities LLC, Goldman Sachs Lending Partners LLC, Bank of America Merrill Lynch, Deutsche Bank Securities Inc., Wells Fargo Securities LLC, Barclays, Credit Agricole and UBS Securities LLC led Pinnacle Entertainment's credit facility.

Proceeds were used with $850 million of senior notes to fund the acquisition of Ameristar Casinos Inc. for $26.50 per share in cash, to redeem Pinnacle's 8 5/8% senior notes due 2017 and for working capital and general corporate purposes.

Pinnacle Entertainment is a Las Vegas-based owner and operator of casinos. Ameristar is a Las Vegas-based casino gaming company.

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