AccentCare, RailWorks break; US LBM, Zaxby’s, B&G changes emerge; Ciox, Virtusa accelerated

By Sara Rosenberg

New York, Dec. 8 – AccentCare Inc. changed the original issue discount on its incremental first-lien term loan before freeing it up for trading during Tuesday’s market hours, and RailWorks LLC’s bank debt surfaced in the secondary market as well.

In other news, US LBM (LBM Acquisition LLC) increased the size of its funded term loan B, reduced pricing on its funded and delayed-draw term loans and finalized the issue price on the tranches at the tight end of guidance.

Also, Zaxby’s Operating Co. LP moved some funds between its first-and second-lien term loans, and tightened spreads and original issue discounts on both tranches, and B&G Foods Inc. modified the issue price on its incremental first-lien term loan B-4.

Furthermore, Ciox Health (CT Technologies Intermediate Holdings Inc.) and Virtusa Corp. accelerated the commitment deadlines for their loan transactions.

Additionally, MI Windows and Doors Inc., CommerceHub Inc., DXP Enterprises Inc. and InnovaCare (MMM Holdings LLC) announced price talk with launch, and Energizer Holdings Inc., E.W. Scripps Co. and Zywave Inc. joined this week’s primary calendar.

AccentCare revised, trades

AccentCare changed the original issue discount talk on its $525 million incremental first-lien term loan to a range of 99 to 99.5 from a range of 98 to 98.5 in the morning, and set the price at 99.5 in the afternoon, according to a market source.

The incremental term loan is still priced at Libor plus 500 basis points with a 0.5% Libor floor and has 101 soft call protection for six months.

On Tuesday, the incremental term loan made its way into the secondary market and levels were quoted at par bid, par ľ offered, another source added.

J.P. Morgan Securities LLC, Barclays, RBC Capital Markets, Capital One and Jefferies LLC are leading the deal that will be used to fund the acquisition of Seasons Hospice & Palliative Care, a Rosemont, Ill.-based hospice provider.

AccentCare, an Advent International portfolio company, is a Dallas-based provider of post-acute health care.

RailWorks hits secondary

RailWorks’ bank debt began trading too, with the $230 million seven-year term loan B quoted at 99˝ bid, a trader said.

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 98.5. The debt has 101 soft call protection for six months.

During syndication, the discount on the term loan was revised from 98.

The company’s $280 million of credit facilities (B1/B) also include a $50 million five-year revolver.

BMO Capital Markets, Citizens Bank and PNC Capital Markets are leading the deal that will be used to finance a small tuck-in acquisition, refinance existing debt and fund a dividend.

RailWorks, a Wind Point Partners portfolio company, is a New York-based provider of engineering and construction services for track and transit systems.

US LBM updated

Switching back to the primary market, US LBM raised its funded seven-year senior secured term loan B to $1.35 billion from $1.2 billion, lowered pricing on the funded term loan and on the $300 million delayed-draw term loan to Libor plus 375 basis points from Libor plus 450 bps and set the original issue discount on the loans at 99, the tight end of the 98.5 to 99 talk, a market source said.

Also, ticking fees on the delayed-draw term loan were revised to half the margin from days 46 to 90 and the full margin thereafter, from half the margin from days 61 to 120 and Libor plus the full margin thereafter, the MFN was changed to 75 bps for six months from 100 bps for six months, and the company added “Chewy” protection language for the release of guarantees subject to bona fide business purpose restriction, the source continued.

The term loan debt still has a 0.75% Libor floor and 101 soft call protection for six months

The delayed-draw term loan is available for 24 months, subject to pro forma first-lien net leverage of 4.5x, or if used to finance an acquisition or to refinance a replenishment of cash on hand or revolving facility used to consummate an acquisition, the pro forma first-lien net leverage shall be “no worse than” immediately prior.

Books closed at 2 p.m. ET on Tuesday.

US LBM being acquired

US LBM’s new bank debt and $550 million of unsecured notes, upsized from $390 million, will be used to help fund its buyout by Bain Capital Private Equity.

The extra funds raised from the upsizing of the funded term loan and notes will be used to eliminate a $169 million previously planned ABL draw, leaving $6 million drawn on the ABL at closing, and $141 million of the proceeds will be used to fund two additional acquisitions under letters of intent that are expected to contribute a total of about $26 million of EBITDA (including synergies) and close by year-end, the source added.

Barclays, BofA Securities Inc., Credit Suisse Securities (USA) LLC, RBC Capital Markets, Truist, Deutsche Bank Securities Inc. and U.S. Bank are leading the now $1.65 billion of term loans (B2/B/B+).

Closing is expected in December, subject to customary conditions, including regulatory approvals.

US LBM is a Buffalo Grove, Ill.-based distributor of specialty building materials.

Zaxby’s reworked

Zaxby’s lifted its seven-year covenant-lite first-lien term loan B to $650 million from $625 million, trimmed pricing to Libor plus 375 bps from talk in the range of Libor plus 400 bps to 425 bps and revised the original issue discount to 99.5 from 99, according to a market source.

Additionally, the company scaled back its eight-year covenant-lite second-lien term loan to $225 million from $250 million, cut the spread to Libor plus 650 bps from Libor plus 750 bps and modified the discount to 99.5 from 98.5, the source continued.

The first-lien term loan still has a 25 bps step-down upon consummation of an initial public offering, a 0.75% Libor floor and 101 soft call protection for six months, and the second-lien term loan still has a 0.75% Libor floor and hard call protection of 102 in year one and 101 in year two, or 101 in year one and par thereafter for any prepayment or refinancing in connection with a whole-business securitization.

The company’s $975 million of senior secured credit facilities also include a $100 million five-year revolver.

Zaxby’s lead banks

Morgan Stanley Senior Funding Inc., Goldman Sachs Bank USA, Credit Suisse Securities (USA) LLC, KeyBanc Capital Markets and Fifth Third are leading Zaxby’s credit facilities.

Commitments were due at 5 p.m. ET on Tuesday and allocations are targeted for Wednesday, the source added.

The new debt will be used to help fund Goldman Sachs Merchant Banking Division’s acquisition of a significant stake in the company.

Closing is expected by year-end.

Zaxby’s is an Athens, Ga.-based casual restaurant chain.

B&G tweaked

B&G Foods changed the original issue discount on its fungible $300 million incremental senior secured covenant-lite first-lien term loan B-4 (BB) due Oct. 10, 2026 to 99 from talk in the range of 98 to 98.751, a market source remarked.

As before, pricing on the incremental term loan is Libor plus 250 bps with a 0% Libor floor and the debt has 101 soft call protection for six months.

Fungibility with the existing term loan B-4 was subject to final terms and an issue price greater than 98.75.

Final commitments were due at 11 a.m. ET on Tuesday, the source added.

Barclays is the left lead on the deal that will be used to repay a portion of the revolver borrowings used to fund the $550 million acquisition of the Crisco brand of oils and shortening from J.M. Smucker Co.

The company also plans to increase its revolver capacity and extend the revolver maturity date.

Closing is expected during the week of Dec. 14.

B&G Foods is a Parsippany, N.J.-based manufacturer and distributor of shelf-stable food products.

Ciox moves deadline

Ciox Health revised the commitment deadline for its $720 million of credit facilities (B3/B-) to 5 p.m. ET on Wednesday from 5 p.m. ET on Thursday, a market source said.

The facilities consist of a $50 million revolver, and a $670 million five-year covenant-lite first-lien term loan talked at Libor plus 525 bps with a 1% Libor floor, an original issue discount of 99 and 101 soft call protection for six months.

Credit Suisse Securities (USA) LLC, Goldman Sachs Bank USA and Deutsche Bank Securities Inc. are leading the deal that will be used to refinance existing debt.

Ciox, formerly known as HealthPort, is an Alpharetta, Ga.-based provider of tech-enabled clinical data exchange services.

Virtusa accelerated

Virtusa moved up the commitment deadline for its $600 million seven-year senior secured term loan B to noon ET on Wednesday from noon ET on Thursday, a market source remarked.

Talk on the term loan is Libor plus 450 bps with a 0.75% to 1% Libor floor, an original issue discount of 98 and 101 soft call protection for six months.

The company is also expected to get a $125 million senior secured revolver.

BofA Securities Inc., Barclays, Goldman Sachs Bank USA, Deutsche Bank Securities Inc., HSBC Securities (USA) Inc. and Nomura Securities International Inc. provided the debt commitment.

Proceeds will be used with $300 million of senior notes and about $1.39 billion of equity to fund the buyout of the company by Baring Private Equity Asia for $51.35 per share, or about $2 billion.

Closing is expected in the first half of 2021, subject to the approval of Virtusa’s shareholders, regulatory requirements and other customary conditions. The transaction is not subject to a financing condition.

Virtusa is a Southborough, Mass.-based provider of digital strategy, digital engineering, and IT services and solutions that help clients change and disrupt markets through innovation engineering.

MI Windows guidance

MI Windows and Doors held its call on Tuesday morning and announced talk on its $750 million seven-year term loan B at Libor plus 400 bps to 425 bps with a 0.75% Libor floor, an original issue discount of 99 and 101 soft call protection for six months, according to a market source.

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

RBC Capital Markets is the left lead on the deal that will be used to refinance an existing roughly $665 million term loan B priced at Libor plus 550 bps with a 1% Libor floor and to fund an acquisition.

MI Windows is a Gratz, Pa.-based manufacturer of vinyl, aluminum and fiberglass windows and patio doors.

CommerceHub talk

CommerceHub came out with price talk on its $530 million seven-year covenant-lite first-lien term loan B and $210 million eight-year covenant-lite second-lien term loan in connection with its morning call, a market source remarked.

The first-lien term loan is talked at Libor plus 425 bps to 450 bps with a 0.75% Libor floor, an original issue discount of 99 and 101 soft call protection for six months, and the second-lien term loan is talked at Libor plus 775 bps with a 0.75% Libor floor, a discount of 98.5 and hard call protection of 102 in year one and 101 in year two, the source continued.

The company’s $790 million of senior secured credit facilities also include a $50 million five-year revolver.

Commitments are due on Dec. 18, the source added.

Morgan Stanley Senior Funding Inc. and Jefferies LLC are leading the deal that will be used to fund the sale of just under 50% of the company to Insight Partners by existing sponsors GTCR and Sycamore Partners.

CommerceHub is an Albany, N.Y.-based provider of e-commerce solutions for enterprise retailers and brands.

DXP proposed terms

DXP Enterprises launched on its morning call its $330 million seven-year first-lien term loan B (B2/B) at talk of Libor plus 500 bps to 525 bps with a 1% Libor floor, an original issue discount of 98.5 and 101 soft call protection for six months, according to a market source.

Commitments are due at noon ET on Dec. 16, the source added.

Goldman Sachs Bank USA, BMO Capital Markets, Stephens and BofA Securities Inc. are leading the deal that will be used to refinance the company’s existing capital structure and add cash to its balance sheet.

DXP is a Houston-based provider of maintenance, repair, operating products, equipment and services to energy and industrial customers.

InnovaCare holds call

InnovaCare emerged in the morning with plans to hold a lender call at 2:30 p.m. ET on Tuesday to launch a fungible $100 million incremental first-lien term loan due December 2026 talked with an original issue discount in the range of 99 to 99.5, a market source said.

Like the existing term loan, the incremental term loan is priced at Libor plus 575 bps with a 1% Libor floor and has 101 soft call protection through Dec. 26, 2020.

Commitments are due at 5 p.m. ET on Thursday, the source added.

Credit Suisse Securities (USA) LLC is leading the deal that will be used to fund tuck-in acquisitions.

InnovaCare is a Fort Lee, N.J.-based vertically integrated healthcare platform.

Energizer joins calendar

Energizer set a lender call for Wednesday to launch a $1.2 billion seven-year term loan B (BB+) talked at Libor plus 250 bps with a 0.5% Libor floor, an original issue discount of 99 to 99.5 and 101 soft call protection for six months, according to a market source.

Commitments are due at noon ET on Dec. 16, the source added.

J.P. Morgan Securities LLC is leading the deal that will be used to refinance existing debt.

Energizer is a St. Louis-based manufacturer of batteries.

E.W. Scripps on deck

E.W. Scripps will hold a lender call at noon ET on Wednesday to launch a $650 million incremental first-lien term loan B, a market source remarked.

Morgan Stanley Senior Funding Inc. is the left lead on the deal that will be used with $1.2 billion of other secured and unsecured debt and $600 million of preferred equity from Berkshire Hathaway to fund the $2.65 billion acquisition of ION Media.

Closing is expected in the first quarter of 2021, subject to regulatory approval.

Net leverage is anticipated to be about 5.2x at close.

With the new term loan B, the company will be launching a technical amendment to its existing $210 million revolver, $294 million first-lien term loan B due 2024 and $736 million first-lien term loan B due 2026, the source added.

E.W. Scripps is a Cincinnati-based broadcasting and digital media company. ION Media is a West Palm Beach, Fla.-based television broadcast network.

Zywave readies deal

Zywave scheduled a lender call for 11 a.m. ET on Wednesday to launch a $121.5 million add-on first-lien term loan B, according to a market source.

The company is also getting a $49.5 million privately placed add-on second-lien term loan, the source said.

Morgan Stanley Senior Funding Inc. is the left lead on the deal that will be used to fund the acquisition of Insurance Technologies Corp. (ITC) from Accel-KKR and to pay fees and expenses related to the transaction.

Zywave, a Clearlake Capital Group LP and Aurora Capital Partners portfolio company, is a Milwaukee-based insurance technology provider. ITC is a Carrollton, Tex.-based provider of marketing, rating and agency management software solutions to the insurance industry.

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