Alstom first-lien, Brickman, Seventy Seven break; primary sees multiple deal changes surface

By Sara Rosenberg

New York, June 17 – Alstom Auxiliary Components saw its first-lien bank debt make its way into the secondary market on Tuesday, but its second-lien loan won’t allocate until later this week as changes just emerged on that tranche, and Brickman Group Ltd. LLC and Seventy Seven Energy Inc. freed up as well.

In more happenings, DaVita Healthcare Partners Inc. trimmed pricing on its term loan B, and Shearer’s Foods LLC lowered spreads on its first- and second-lien loans, while adding a step-down and tightening the offer price on its first-lien tranche.

Also, Wayne Fueling Systems LLC (Alfred Fueling Systems) reduced pricing on its first-lien term loan and added a step-down and firmed the spread on its second-lien loan at the high end of guidance while sweetening the call protection.

Furthermore, V.Group shifted some funds between its first- and second-lien term loans and updated pricing and original issue discounts on the tranches, Custom Sensors & Technologies upsized its first-lien term loan as its second-lien loan was eliminated, and adjusted pricing and call protection on the first-lien debt, and Seadrill Ltd. moved up the commitment deadline on its add-on term loan.

Additionally, the Winebow Group LLC, Landmark Aviation and Tribune Publishing Co. released price talk with launch, Altisource Solutions Sarl disclosed original issue discount talk, Solenis International LP (Ashland Water Technologies) guidance surfaced, and TI Automotive, Novitex Acquisition LLC (Pitney Bowes Management Services), Learfield Communications Inc. and Amneal Pharmaceuticals LLC emerged with new deal plans.

Alstom first-lien trades

Alstom Auxiliary Components’ first-lien credit facility allocated and freed up for trading on Tuesday, with the $200 million seven-year covenant-light first-lien term loan B (B2/B) quoted at 99 bid, 99¾ offered, according to a trader.

Pricing on the U.S. term loan B, as well as on a €163 million seven-year covenant-light first-lien term loan B (B2/B), is Libor/Euribor plus 450 basis points with a 1% floor and the debt was sold at an original issue discount of 99. There is 101 soft call protection for six months.

Last week, pricing on all of the first-lien term loan B was lifted from talk of Libor/Euribor plus 375 bps to 400 bps, and the excess cash flow sweep was changed to 75% from 50% with first-lien senior secured leveraged-based step-downs subject to carve outs.

The company’s first-lien facility also includes a €40 million five-year multicurrency revolver (B2/B) and a €160 million five-year multicurrency letter-of-credit facility (B2/B).

Alstom revises second-lien

While Alstom’s first-lien term loan was allocating, its €120 million dollar-equivalent eight-year covenant-light second-lien term loan (Caa2/CCC+) was first seeing changes, with the spread increasing to Libor plus 850 bps from Libor plus 725 bps, the original issue discount widening to 96 from 99 and the incremental allowance reducing to $55 million from $75 million, a market source remarked.

The second-lien loan still has a 1% Libor floor, and call protection of 102 in year one and 101 in year two.

Recommitments for the second-lien loan are due at 5 p.m. ET on Wednesday, the source added.

Citigroup Global Markets Inc., Barclays, ING Financial Markets LLC, RBC Capital Markets and Societe Generale are leading the deal that will help fund the roughly €730 million buyout of the company by Triton from Alstom, which is expected to close before the end of the first half of fiscal year 2014/2015.

Alstom Auxiliary Components is a Mannheim, Germany-based company active in air preheaters and gas-gas heaters for thermal power plants, heat transfer products for petrochemical and industrial processes, and grinding mills for diversified industrial applications.

Brickman tops OID

Brickman Group’s bank debt began trading too, with the fungible $725 million incremental first-lien term loan due December 2020 quoted at 99 1/8 bid, 99 3/8 offered, a trader remarked.

The incremental loan is priced at Libor plus 300 bps with a 1% Libor floor, in line with the existing $735 million first-lien covenant-light term loan, and it was sold at an original issue discount of 99. All of the first-lien term debt has 101 soft call protection for six months.

The company is also getting a $100 million revolver.

Jefferies Finance LLC, Macquarie Capital (USA) Inc., Mizuho Bank, Sumitomo Mitsui Banking Corp., Nomura and KKR Capital Markets are leading the $825 million deal. Morgan Stanley Senior Funding Inc. is the administrative agent.

Brickman buying ValleyCrest

Proceeds from Brickman’s new bank debt will be used to help fund the acquisition of ValleyCrest Cos. LLC, which is expected to close by mid-year.

Brickman is owned by KKR, and ValleyCrest is currently owned by MSD Capital LP. Following the close, KKR will have majority ownership of the combined company, and MSD Capital will retain a significant minority ownership interest.

Brickman is a Rockville, Md.-based provider of landscape maintenance and snow removal services. ValleyCrest is a Calabasas, Calif.-based landscape services company.

Seventy Seven breaks

Another deal to hit the secondary was Seventy Seven Energy, with the $400 million seven-year covenant-light term loan B (Ba1/BB+) quoted at par ¾ bid, 101 offered, a source said.

Pricing on the term loan is Libor plus 300 with a step-down to Libor plus 275 bps at less than 2.75 total leverage. There is a 0.75% Libor floor and 101 soft call protection for six months, and the debt was issued at 99½.

During syndication, the step-down was added, the Libor floor was trimmed from 1% and the discount firmed at the tight end of the 99 to 99½ talk.

Bank of America Merrill Lynch, Morgan Stanley Senior Funding Inc. and Wells Fargo Securities LLC are leading the deal that will be used with $500 million of notes to fund the spinoff of the company from Chesapeake Energy Corp.

Seventy Seven is an Oklahoma City-based oilfield services company.

DaVita flexes down

Back in the primary, DaVita Healthcare cut pricing on its $3.5 billion seven-year term loan B to Libor plus 275 bps from talk of Libor plus 300 bps to 325 bps and set the 50 bps MFN for life instead of for 18 months, according to a market source.

As before, the term loan B has a 0.75% Libor floor, an original issue discount of 99½ and 101 soft call protection for six months.

The company’s $5.5 billion credit facility (Ba1/BB) also includes a $1 billion five-year revolver and $1 billion five-year term loan A, both priced at Libor plus 175 bps, subject to a grid.

Upfront fees payable on allocation on the revolver and term loan A remained at 30 bps for commitments of $75 million and up, 20 bps for commitments of $50 million and up, 12.5 bps for commitments of $25 million and up and 10 bps for commitments less than $25 million.

DaVita lead banks

Barclays, Wells Fargo Securities LLC, Bank of America Merrill Lynch, Credit Suisse Securities (USA) LLC, Goldman Sachs Bank USA, J.P. Morgan Securities LLC, Morgan Stanley Senior Funding Inc. and SunTrust Robinson Humphrey Inc. are leading DaVita Healthcare’s credit facility.

Recommitments were due at 5 p.m. ET on Tuesday, the source added.

Proceeds from the credit facility and $1.75 billion issue of 5 1/8% 10-year senior notes will be used to refinance existing debt and for general corporate purposes.

DaVita Healthcare is a Denver-based provider of kidney and dialysis services.

Shearer’s reveals changes

Shearer’s Foods reduced pricing on its $290 million seven-year first-lien covenant-light term loan (B1/B) to Libor plus 350 bps from Libor plus 375 bps, added a step-down to Libor plus 325 bps at 4 times net first-lien leverage and moved the original issue discount to 99¾ from 99½, sources remarked.

Furthermore, pricing on the $225 million eight-year second-lien covenant-light term loan (Caa1/CCC+) was revised to Libor plus 675 bps from Libor plus 700 bps, sources continued.

As before, both term loans have a 1% Libor floor, the first-lien term loan has 101 soft call protection for six months, and the second-lien term loan still has a discount of 99 and call protection of 102 in year one and 101 in year two.

The company’s $590 million credit facility also includes a $75 million ABL revolver.

Recommitments were due at 2 p.m. ET on Tuesday, sources added.

Shearer’s funding acquisition

Proceeds from Shearer’s Foods’ credit facility will be used to finance the acquisition of Private Brands, a Massillon, Ohio-based provider of private label snacks, for $430 million, and two manufacturing facilities from Snyder’s-Lance Inc.

Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc. and UBS AG are leading the deal.

Closing is expected this quarter, subject to regulatory approvals and financing as well as customary conditions.

Shearer’s Foods is a Massillon, Ohio-based national contract manufacturing and private label supplier in the snack industry.

Wayne tweaks deal

Wayne Fueling Systems lowered pricing on its $285 million seven-year covenant-light first-lien term loan (B1) to Libor plus 375 bps from Libor plus 400 bps and added a step-down to Libor plus 350 bps at 5 times total leverage, while keeping the 1% Libor floor, original issue discount of 99½ and 101 soft call protection for six months unchanged, according to a market source.

Meanwhile, pricing on the $100 million eight-year covenant-light second-lien term loan (Caa1) finalized at Libor plus 750 bps, the wide end of the Libor plus 725 bps to 750 bps, and the call protection was modified to 103 in year one, 102 in year two and 101 in year three from 102 in year one and 101 in year two, the source said, adding that the 1% Libor floor and discount of 99 remained intact.

The company’s $460 million senior secured credit facility also includes a $75 million five-year revolver (B1).

Wayne being acquired

Proceeds from Wayne’s credit facility will be used to help fund its buyout by Riverstone Holdings LLC from GE.

Recommitments were due at 2 p.m. ET on Tuesday, the source added.

Citigroup Global Markets Inc., UBS AG, Credit Suisse Securities (USA) LLC and BNP Paribas Securities Corp. are leading the deal that is expected to close on June 20.

Wayne is an Austin, Texas-based designer, manufacturer and servicer of fuel dispensers and forecourt technologies.

V.Group restructures

V.Group lifted its seven-year covenant-light first-lien term loan (B1/B) to $275 million from $260 million, flexed pricing to Libor plus 400 bps from talk of Libor plus 425 bps to 450 bps, added a step-down to Libor plus 375 bps when total net leverage is 4.5 times and changed the original issue discount to 99½ from 99, a source said.

Also, the 7½-year covenant-light second-lien term loan (Caa1/CCC+) was trimmed to $110 million from $125 million, pricing was lowered to Libor plus 750 bps from talk of Libor plus 775 bps to 800 bps and the discount firmed at 99, the tight end of the 98½ to 99 talk, the source continued.

Unchanged was the 1% Libor floor on both term loans, the 101 soft call protection for six months on the first-lien term loan, and the hard call protection of 102 in year one and 101 in year two on the second-lien term loan.

The company’s $420 million credit facility also includes a $35 million five-year revolver (B1/B).

V.Group recapitalizing

V.Group, a supplier of specialist outsourcing services to asset owners and operators in the shipping, offshore, leisure and defense sectors, will use the new credit facility to refinance existing debt and to pay a dividend.

Recommitments were due at 5 p.m. ET on Tuesday, while new orders continued to be due at noon ET on Tuesday, the source added.

RBC Capital Markets and Goldman Sachs Bank USA are leading the deal, with RBC left lead on the first-lien loan and Goldman left lead on the second-lien loan.

Custom Sensors modified

Custom Sensors & Technologies raised its seven-year covenant-light first-lien term loan to $590 million from $470 million, set pricing at Libor plus 375 bps, the low end of the Libor plus 375 bps to 400 bps talk, moved the original issue discount to 99½ from the 99 area and extended the 101 soft call protection to one year from six months, according to a market source, who said the 1% Libor floor was unchanged.

Included in the first-lien loan is a ticking fee of 187.5 bps from days 31 to 60 and 375 bps thereafter.

With the first-lien term loan upsizing, the company eliminated plans for a $120 million eight-year covenant-light second-lien term loan that was talked at Libor plus 725 bps to 750 bps with a 1% Libor floor, a discount in the 99 area, and hard call protection of 102 in year one and 101 in year two.

Custom Sensors revolver

In addition to the first-lien term loan, Custom Sensors’ $665 million credit facility provides for a $75 million five-year revolver.

Recommitments were due at 5 p.m. ET on Tuesday, the source added.

Deutsche Bank Securities Inc., Bank of America Merrill Lynch and Mizuho are leading the deal that will be used to help fund the acquisition of a majority stake in the company by Carlyle Group and PAI Partners from Schneider Electric. Other funds for the transaction will come from equity.

Custom Sensors is a designer and manufacturer of specialized high-end ultra-sensitive sensors, controls and actuation products.

Seadrill revises deadline

Seadrill accelerated the commitment deadline on its $1 billion add-on term loan B (Ba3/BB-) due February 2021 to 5 p.m. ET on Tuesday from noon ET on Wednesday, according to a market source,

Pricing on the add-on is Libor plus 300 bps with a 1% Libor floor and there is 101 soft call protection through February 2015, which all matches the existing term loan B. Original issue discount talk on the add-on loan is 98 to 98½.

The company is also seeking an amendment to its existing $1.8 billion term loan to accommodate the add-on, and lenders are being offered a 12.5 bps consent fee.

Deutsche Bank Securities Inc., Barclays, Credit Suisse Securities (USA) LLC and RBC Capital Markets are leading the deal that will be used to refinance existing debt associated with West Auriga and West Capricorn.

Seadrill is an Oslo-based provider of offshore drilling services to the oil and gas industry.

Winebow sets talk

Also in the primary, Winebow Group held its bank meeting on Tuesday, and with the event, talk on its first- and second-lien term loans surfaced, according to a market source.

The $230 million seven-year first-lien covenant-light term loan (B1) is talked at Libor plus 400 bps to 425 bps with a 1% Libor floor, an original issue discount of 99 and 101 soft call protection for six months, and the $130 million 7½-year second-lien covenant-light term loan (Caa1) is talked at Libor plus 750 bps to 775 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.

Commitments are due on June 26.

Bank of America Merrill Lynch is leading the deal that will refinance existing debt and fund a dividend.

Winebow Group is a fine wine and craft spirits company that is being created through the merger of Winebow Inc. and the Vintner Group Inc.

Landmark details emerge

Landmark Aviation launched on its call its $220.4 million incremental first-lien term loan with talk of Libor plus 375 bps with a 1% Libor floor, an original issue discount of 99 to 99½ and 101 soft call protection for six months, according to a market source.

In addition, the $105.5 million incremental second-lien term loan was launched at Libor plus 725 bps with a 1% Libor floor, a discount of 99 to 99½ and hard call protection of 101 for one year, and the company is also looking to reprice its existing second-lien loan to Libor plus 725 bps with a 1% Libor floor from Libor plus 825 bps with a 1.25% Libor floor, the source said.

Morgan Stanley Senior Funding Inc., RBC Capital Markets and Barclays are leading the senior secured term loans.

Landmark deadline

Commitments for Landmark Aviation’s term loans are due at noon ET on June 26, the source added.

Proceeds from the incremental debt will be used to fund the acquisition of Ross Aviation from Centre Partners Management LLC and management, to pay down revolver borrowings and for general corporate purposes.

Closing is expected during the second half of this year, subject to satisfaction of customary conditions.

Landmark Aviation is a Houston-based provider of FBO, MRO and aircraft charter and management services. Ross Aviation is a Denver-based network of fixed based operations.

Tribune Publishing launches

Tribune Publishing released talk of Libor plus 400 bps to 425 bps with a 1% Libor floor, an original issue discount of 99½ and 101 soft call protection for six months on its $350 million seven-year senior secured term loan (B1/B+) that launched with a bank meeting during the session, according to a market source.

The company’s $490 million facility also includes a $140 million five-year asset-based revolver (BB).

Commitments are due on July 1, the source added.

J.P. Morgan Securities LLC is leading the deal that is being done in connection with the separation of Tribune Publishing from Tribune Co. and will be used for working capital and to fund an up to $275 million dividend to Tribune.

Closing is expected in the third quarter.

Tribune Publishing is a Chicago-based newspaper publishing and local news and information gathering company.

Altisource OID revealed

Altisource came out with original issue discount talk of 99 on fungible $200 million add-on senior secured covenant-light term loan B (B+) due Dec. 9, 2020 that launched on Tuesday, according to a market source.

The add-on is priced at Libor plus 350 bps with a 1% Libor floor, in line with the existing term loan, and all of the term loan debt will get 101 soft call protection for six months.

Bank of America Merrill Lynch, Wells Fargo Securities LLC and J.P. Morgan Securities LLC are leading the deal that will be used for general corporate purposes, including potential share repurchases.

Pro forma for the add-on loan, total leverage for the last 12 months ended March 31 will be 2.6 times and net leverage will be 2.1 times.

Altisource amending

Altisource is also looking to amend its credit facility to allow for additional capacity of $200 million for share repurchases, to refresh the $200 million term loan accordion, the revise the initial excess cash flow sweep threshold and the modify the structure for a new Midco entity, according to an 8-K filed with the Securities and Exchange Commission.

Lenders are being offered a 12.5 bps amendment fee.

Commitments for the add-on and consents for the amendment are due on June 26, and closing is targeted for July 25.

Altisource is a Luxembourg-based provider of services focused on high-value, technology-enabled knowledge-based services principally related to real estate and mortgage portfolio management, asset recovery and customer relationship management.

Solenis discloses guidance

Solenis International is getting ready to hold a bank meeting at 10 a.m. ET in New York on Wednesday, and ahead of the event, talk was announced on its first- and second-lien term loans, a source said.

The $630 million seven-year first-lien covenant-light term loan and $315 million seven-year euro first-lien covenant-light term loan are talked at Libor/Euribor plus 350 bps to 375 bps with a 1% floor, an original issue discount of 99 and 101 soft call protection for six months, and the $470 million eight-year second-lien covenant-light term loan is talked at Libor plus 700 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 remarked.

The company’s $1,615,000,000 credit facility includes a $200 million revolver.

Commitments are due on June 30.

Solenis funding buyout

Proceeds from Solenis’ credit facility and up to $400 million of equity will be used to fund its purchase by Clayton, Dubilier & Rice from Ashland Inc. for roughly $1.8 billion.

Credit Suisse Securities (USA) LLC, Bank of America Merrill Lynch, Goldman Sachs Bank USA, Macquarie Capital (USA) Inc., Nomura Securities International Inc., RBC Capital Markets, Deutsche Bank Securities Inc. and Citigroup Global Markets Inc. are leading the deal, with Credit Suisse the left lead on the first-lien debt and Bank of America the left lead on the second-lien debt.

Closing is expected by Sept. 30, subject to regulatory approvals, standard conditions and completion of required employee information and consultation processes.

Solenis is a supplier of specialty chemicals for process, functional and water treatment applications.

TI Automotive coming soon

TI Automotive joined this week’s calendar, setting a conference call for Thursday to launch a $1.25 billion term loan B, according to a market source.

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

TI Automotive is an Auburn Hills, Mich.-based supplier of fluid storage, carrying and delivery technology.

Novitex on deck

Novitex set a bank meeting for 10:30 a.m. ET in New York on Wednesday to launch $455 million in term loans, according to a market source.

The debt consists of a $355 million six-year first-lien term loan talked at Libor plus 575 bps to 600 bps with a 1.25% Libor floor, an original issue discount of 99 to 99½ and 101 soft call protection for six months, and a $100 million seven-year second-lien term loan talked at Libor plus 1,050 bps with a 1.25% Libor floor, a discount of 99, and call protection of 102 in year one and 101 in year two, the source said.

Commitments are due on June 30.

Credit Suisse Securities (USA) LLC and UBS AG are leading the deal that will be used to refinance existing bank debt and fund a dividend.

Novitex is a Stamford, Conn.-based provider of mail and print outsourcing services.

Leafield plans add-on

Learfield Communications scheduled a conference call for 11 a.m. ET on Wednesday to launch a $45 million add-on first-lien term loan due Oct. 9, 2020 that is talked at Libor plus 350 bps with a 1% Libor floor, an original issue discount that is still to be determined and 101 soft call protection through October, a market source said.

The spread, floor and call protection on the add-on matches the existing term loan.

Commitments are due on Thursday and closing is expected on July 1, the source added.

Deutsche Bank Securities Inc. is leading the deal that will be used to fund the acquisition of Licensing Resource Group and for general corporate purposes.

Learfield is a Jefferson City, Mo.-based provider of collegiate sports multimedia rights administration and marketing services. Licensing Resource is a Holland, Mich.-based trademark management company.

Amneal readies deal

Amneal Pharmaceuticals will hold a conference call on Thursday to launch a fungible $80 million incremental covenant-light term loan and repricing of its existing $413 million covenant-light term loan, according to a market source.

Talk on incremental loan and repricing is Libor plus 375 bps with a 1% Libor floor, compared to current term loan pricing of Libor plus 475 bps with a 1% Libor floor, and all of the debt will have 101 soft call protection for six months, the source said.

Proceeds from the incremental loan will be used to fund the acquisition of manufacturing facilities.

GE Capital Markets and J.P. Morgan Securities LLC are leading the deal for which lenders are offered a 25 bps consent fee to allow for the acquisition, and lenders committing to the incremental term loan are offered 25 bps.

Amneal Pharmaceuticals is a Bridgewater, N.J.-based manufacturer of generic pharmaceuticals.

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