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Published on 8/1/2014 in the Prospect News Bank Loan Daily.

Scientific Games trades up; Abercrombie, Raycom break; Platform, Portillo’s, Zest updated

By Sara Rosenberg

New York, Aug. 1 – Scientific Games Corp.’s term loan was stronger in trading on Friday as the company announced plans to purchase Bally Technologies Inc. and Abercrombie & Fitch Co., Raycom TV and Ceridian LLC hit the secondary market.

Over in the primary, Platform Specialty Products Corp. (MacDermid Inc.) set the original issue discount on its term loan B at the tight end of guidance, and Portillo’s Holdings LLC shifted some funds between its first- and second-lien term loans, tightened original issue discounts on both tranches and reduced the spread on the second-lien debt.

Also, Zest Holdings LLC modified the offer price on its term loan, Terex Corp. outlined U.S. and euro tranche sizes under its first-lien term loan, and Travelport LuxCo emerged with new deal plans.

Scientific Games rises

Scientific Games’ term loan headed higher in the secondary market on Friday after news surfaced that the company is buying Bally Technologies for $83.30 per share in cash, for a total transaction value of about $5.1 billion, including net debt of around $1.8 billion, according to a trader.

The term loan was quoted at 98¾ bid, 99½ offered, up from 98½ bid, 99¼ offered, the trader said.

For the transaction, Scientific Games plans on getting $2,485,000,000 of new secured term loans and secured notes and $2.7 billion of new unsecured notes, and it intends to draw $150 million under its existing revolver.

The company also plans to amend its existing credit facility with the overall capital raise.

Scientific Games leads

Bank of America Merrill Lynch, J.P. Morgan and Deutsche Bank Securities Inc. are leading Scientific Games’ new loan and bond debt.

Total debt to combined company EBITDA plus expected synergies and other adjustments is 6.3 times.

Closing is expected in early 2015, subject to receipt of Bally shareholder approval, antitrust and gaming regulatory approvals and other customary conditions.

Scientific Games is a New York-based developer of technology-based products and services and associated content for gaming and lottery markets. Bally Technologies is a Las Vegas-based provider of games, table game products, systems, mobile and iGaming services to gaming operators.

Abercrombie starts trading

Also in trading, Abercrombie & Fitch’s credit facility freed up with the $300 million seven-year term loan B quoted at 99½ bid, par offered on the open and then it moved up to 99 5/8 bid, par 1/8 offered, according to a market source.

Pricing on the B loan is Libor plus 375 basis points with a 1% Libor floor and it was sold at an original issue discount of 99. There is 101 soft call protection for six months.

Recently, the term loan was downsized from $325 million, pricing was raised from Libor plus 350 bps, the Libor floor was changed from 0.75% and the 18-month MFN sunset provision was eliminated.

The company’s $700 million facility also includes a $400 million five-year asset-based revolver.

Wells Fargo Securities LLC, PNC Capital Markets LLC, J.P. Morgan Securities LLC and Goldman Sachs Lending Partners are leading the term B, and Wells Fargo, PNC and JPMorgan are leading the revolver.

Proceeds will be used by the New Albany, Ohio-based retailer of casual apparel to refinance an existing credit facility and for general corporate purposes, including potential share repurchases.

Raycom tops OID

Raycom’s credit facility also emerged in the secondary, with the $275 million seven-year covenant-light term loan B seen at 99¾ bid, par ¼ offered, a source remarked.

Pricing on the term loan B is Libor plus 300 bps with a 0.75% Libor floor and it was sold at an original issue discount of 99½. There is 101 soft call protection for six months.

The company’s $775 million credit facility also includes a $275 million five-year revolver and a $225 million five-year term loan A, both priced at Libor plus 200 bps.

Wells Fargo Securities LLC, Bank of America Merrill Lynch and J.P. Morgan Securities LLC are leading the deal that will be used to refinance existing debt.

Raycom is a Montgomery, Ala.-based broadcaster and owner and operator of television stations.

Ceridian frees up

Ceridian LLC’s term debt broke, with the $673 million term loan B-1 due May 2017 quoted at par bid, par 3/8 offered and the $702 million term loan B-2 due September 2020 quoted at par ¼ bid, par ¾ offered.

Pricing on the term loan B-1 is Libor plus 400 bps with no Libor floor and it was issued at par.

The term loan B-2 is priced at Libor plus 350 bps, after flexing the other day from Libor plus 375 bps. There is a 1% Libor floor and it was sold at a discount of 99¾, following a tightening recently from 99½.

Deutsche Bank Securities Inc. is the bookrunner on the term loan B-1, and Deutsche Bank and Credit Suisse Securities (USA) LLC are the joint bookrunners on the term loan B-2.

Proceeds from the $1,375,000,000 of term loans (B1/B-) will be used to refinance/bifurcate the company’s existing term loan into two distinct loan tranches.

Ceridian is a Minneapolis-based provider of human resources, transportation and retail information management services.

Platform firms offer price

Moving to the primary, Platform Specialty Products finalized the original issue discount on its $405 million equivalent incremental senior secured covenant-light first-lien term loan B due June 7, 2020 at 99½, the low end of the 99 to 99½ talk, according to a market source.

As before, the $130 million fungible U.S. term loan B is priced at Libor plus 300 bps with a 1% Libor floor, the €205 million term loan B is priced at Euribor plus 325 bps with a 1% floor, and both tranches have 101 soft call protection for six months and a ticking fee of half the spread from days 31 to 90 and the full spread thereafter.

Allocations are expected early in the week of Aug. 4, the source added.

With the incremental first-lien term loan, the company is looking to upsize its revolver due June 7, 2018 to $150 million from $50 million, and amend its existing credit facility to account for the scale and corporate strategy of the pro forma company.

Existing lenders are offered a 25 bps consent fee for the amendment.

Platform funding acquisition

Proceeds from Platform Specialty’s incremental first-lien term loan will be used with cash on hand to fund the acquisition of Chemtura AgroSolutions from Chemtura Corp. for about $1 billion, consisting of $950 million in cash, subject to working capital and other adjustments, plus 2 million shares of Platform’s common stock.

Barclays is leading the deal.

Closing is expected in the second half of this year, subject to customary conditions and regulatory approvals.

Pro forma net senior secured and total leverage is 3.8 times.

Platform is a Miami-based producer of high-technology specialty chemical products and provider of technical services. Chemtura AgroSolutions is a provider of agrochemicals and seed treatment products.

Portillo’s changes emerge

Portillo’s Holdings lifted its seven-year first-lien term loan (B2/B-) to $335 million from $315 million and moved the original issue discount to 99¾ from 99½, while keeping pricing at Libor plus 375 bps with a 1% Libor floor and leaving the 101 soft call protection for six months intact, according to a market source.

In addition, the eight-year second-lien term loan (Caa2/CCC) was trimmed to $80 million from $100 million, the spread was reduced to Libor plus 700 bps from Libor plus 725 bps and the discount was tightened to 99½ from 99, the source said. This tranche still has a 1% Libor floor and call protection of 102 in year one and 101 in year two.

The company’s $445 million credit facility also includes a $30 million revolver (B2/B-).

UBS AG and Jefferies Finance LLC are leading the deal that will be used with $100 million of holdco preferred equity owned solely by Goldman Sachs and $370 million of common equity to fund the buyout of the Chicago-based restaurant chain by Berkshire Partners.

Zest tweaks offer price

Zest Holdings modified the offer price on its $160 million first-lien term loan B due August 2020 to par from talk of 99½ to 99¾, and left pricing at Libor plus 425 bps with a 1% Libor floor, a market source said. There is still 101 soft call protection for six months.

Deutsche Bank Securities Inc. is leading the deal that will be used to reprice an existing term loan B from Libor plus 550 bps with a 1% Libor floor.

Zest is an Escondido, Calif.-based manufacturer and distributor of overdenture attachment systems to the dental industry.

Terex details tranching

Terex disclosed tranche sizes for its seven-year first-lien covenant-light term loan, with the U.S. piece sized at $230 million and the euro piece sized at €200 million, according to a market source. At launch, the term loan was described as $500 million total including an up to €200 million tranche.

As previously reported, the U.S. term loan is talked at Libor plus 275 bps and the euro term loan is talked at Euribor plus 325 bps, with both having a 0.75% floor, an original issue discount of 99½ to 99¾ and 101 soft call protection for six months.

The company’s $1.1 billion credit facility (Ba1/BBB-) also includes a $600 million revolver.

Commitments are due on Aug. 8.

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

Terex is a Westport, Conn.-based diversified equipment manufacturer.

Travelport readies deal

Travelport set a bank meeting for 1:30 p.m. ET in New York on Monday to launch a $2.4 billion credit facility, according to a market source and a company announcement.

The facility consists of a $100 million five-year revolver, and a $2.3 billion seven-year term loan B with 101 soft call protection for six months. The company is also launching a $500 million bridge loan that may be exchanged for or replaced by high-yield bonds.

Deutsche Bank Securities Inc. and Morgan Stanley Senior Funding Inc. are leading the deal that will be used to refinance the company’s existing capital structure.

Travelport is an Atlanta-based provider of transaction processing services to the travel industry.

Bioplan sets deadline

In other news, Bioplan/Arcade Marketing scheduled the commitment deadline for its $585 million credit facility for Aug. 13, a market source said.

As previously reported, the deal will launch with a bank meeting on Monday. The meeting will take place at 1:30 p.m. ET in New York.

The facility consists of a $65 million revolver, a $375 million seven-year first-lien covenant-light term loan and a $145 million eight-year second-lien covenant-light term loan.

Goldman Sachs Bank USA, Credit Suisse Securities (USA) LLC, Barclays and Deutsche Bank Securities Inc. are the leads on the deal, with Goldman left lead on the first-lien loan and Credit Suisse left lead on the second-lien loan.

Bioplan, Arcade merging

Proceeds from the Bioplan/Arcade Marketing credit facility will be used to fund the merger of the two companies.

Bioplan is owned by Ileos, which is owned by Oaktree Capital Management LP, and Arcade Marketing is owned by Visant Corp., which is controlled by KKR and DLJ Merchant Banking.

Under the agreement, Oaktree would retain a 75% ownership interest and KKR/DLJ Merchant would retain a 25% ownership interest in the combined company.

Closing is expected by the beginning of the fourth quarter, subject to customary conditions and regulatory reviews.

Bioplan is a provider of unit-dose sampling and promotional turnkey solutions. Arcade Marketing is a New York-based provider of sampling solutions for the fragrance, cosmetics and skincare segments.

Quorum allocates

Quorum Business Solutions’ $140 million senior secured credit facility (B2/B) allocated on Friday, according to a market source.

The facility includes a $15 million revolver and a $125 million seven-year term loan.

Pricing on the term loan is Libor plus 475 bps with a 1% Libor floor and it was sold at an original issue discount of 99. The debt has 101 soft call protection for six months.

RBC Capital Markets is leading the deal that will be used to help fund the buyout of the company by Silver Lake Partners from the Carlyle Group and Riverstone Holdings. Silver Lake and management rollover equity will comprise more than 60% of the capitalization.

Closing is expected following the satisfaction of customary conditions and approvals.

Quorum is a provider of software and services to manage operational, administrative, financial and transactional business processes for energy, renewables and natural resource industry segments.


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