UFC, Avast, Vantage break; Aristocrat, Milk Specialties revised; Engility changes deadline

By Sara Rosenberg

New York, Aug. 3 – UFC Holdings LLC reduced pricing on its second-lien term loan for a second time, and then both its first- and second-lien term loans freed up for trading above their original issue discounts, and deals from Avast Software and Vantage Specialty Chemicals hit the secondary market as well.

In other news, Aristocrat Leisure Ltd. and Milk Specialties Global both reduced pricing on their first-lien term loans due to strong demand, and Engility Corp. moved up the commitment deadline on its term loans.

Additionally, SolarWinds, CDW LLC, Science Applications International Corp., Aclara Technologies LLC (Meter Readings Holding LLC), WaveDivision Holdings LLC and Oasis Outsourcing Holdings Inc. released talk with launch.

Also, Harbor Freight Tools USA Inc., Continental Building Products Operating Co. LLC, NEW Asurion Corp., Innovation Ventures LLC and Wall Street Systems Holdings Inc. emerged with new deal plans.

UFC updates second-lien

UFC Holdings trimmed pricing on its $425 million eight-year second-lien term loan to Libor plus 750 basis points from revised talk of Libor plus 775 bps and initial talk of Libor plus 850 bps, and left the 1% Libor floor, original issue discount of 99 and call protection of 102 in year one and 101 in year two unchanged, according to a market source.

Recommitments for the second-lien term loan were due at noon ET on Wednesday, the source said.

The company is also getting a $1,375,000,000 seven-year senior secured covenant-light first-lien term loan B priced at Libor plus 400 bps with a 1% Libor floor and an original issue discount of 99.5. This tranche has 101 soft call protection for six months.

Previously in syndication, the second-lien loan was added to replace an expected $500 million unsecured notes offering and was then downsized by $75 million as the first-lien term loan was upsized from $1.3 billion.

Also, earlier in syndication, pricing on the first-lien term loan was lowered from talk of Libor plus 450 bps to 475 bps, and the original issue discount was tightened from 99, and the discount on the second-lien term loan was changed from 98.

UFC frees up

With final terms in place, UFC’s term loans made their way into the secondary market, with the first-lien term loan quoted at par bid, 100¾ offered and the second-lien term loan quoted at 99¾ bid, 100¾ offered, the source added.

Goldman Sachs & Co., Deutsche Bank Securities Inc., Barclays, Credit Suisse Securities (USA) LLC, KKR Capital Markets LLC, Citigroup Global Markets Inc. and UBS Investment Bank are leading the deal, with Goldman the left lead on the first-lien term loan B and Deutsche Bank the left lead on the second-lien term loan.

Proceeds will be used to help fund the acquisition of the company by WME | IMG, and, as part of the transaction, Silver Lake Partners and KKR will join WME | IMG as new strategic investors, along with MSD Capital LP and MSD Partners LP, which will provide preferred equity financing.

Closing is subject to customary conditions.

UFC is a Las Vegas-based sports brand and pay-per-view event provider. WME | IMG is an entertainment, sports and fashion company.

Avast Software starts trading

Avast Software’s credit facility broke too, with the $1.2 billion six-year term loan quoted at par bid, 100¼ offered, a market source said.

Pricing on the U.S. term loan is Libor plus 400 bps with a step-down and a 1% Libor floor. The debt was sold at an original issue discount of 99.5 and has 101 soft call protection for six months.

The company is also getting a €400 million term loan priced at Euribor plus 375 bps with a step-down and a 1% floor. This tranche was issued at a discount of 99.5 and has 101 soft call protection for six months as well.

On Monday, the total term loan amount was increased to about $1.64 billion-equivalent from $1.6 billion-equivalent, the U.S. and euro tranche sizes were outlined, pricing on the U.S. term loan was reduced from Libor plus 450 bps, pricing on the euro term loan was cut from Euribor plus 450 bps, the step-downs were added and the discount on the term debt was changed from 99.

Avast getting revolver

In addition to the term loan debt, Avast’s roughly $1,725,000,000 equivalent credit facility (BB-) includes an $85 million revolver.

Credit Suisse Securities (USA) LLC, Jefferies Finance LLC and UBS Investment Bank are leading the deal that will be used with cash on hand and equity to fund the acquisition of AVG Technologies NV for $25 per share in cash, for a total consideration of about $1.3 billion, and to refinance existing debt at both companies.

The company will put the extra cash raised through the recent term loan upsizing on the balance sheet for liquidity.

Closing is expected sometime between Sept. 15 and Oct. 15, subject to regulatory approvals, certain shareholder approvals, the tender of a specified amount of AVG’s shares and other customary conditions.

Avast is a Prague-based maker of security software. AVG is a Netherlands-based provider of software services to secure devices, data and people.

Vantage hits secondary

Vantage Specialty Chemicals’ debt began trading too, with the fungible $85 million add-on first-lien term loan (B2/B-) due February 2021 seen at 99 3/8 bid, 99 7/8 offered, a trader remarked.

Pricing on the add-on first-lien term loan is Libor plus 450 bps with a 1% Libor floor, and it was sold at an original issue discount of 99.25 after tightening on Monday from 99. The debt has 101 soft call protection for six months.

With this transaction, pricing on the company’s existing first-lien term loan is being increased from Libor plus 375 bps with a 1.25% Libor floor to match the add-on pricing.

The company is also getting a $40 million second-lien term loan (Caa1/CCC) due February 2022 that is priced at Libor plus 875 bps with a 1% Libor floor, and was issued at a discount of 98.

Vantage buying Mallet

Proceeds from Vantage Specialty Chemicals’ new debt will be used to fund the acquisition of Mallet and Co. Inc., a Carnegie, Pa.-based provider of baking release agents, from ICV Partners.

RBC Capital Markets LLC is leading the deal.

Along with the new loans, Vantage is amending and extending the maturity of its existing $60 million revolver to August 2019 and $301.5 million first-lien term loan to February 2021.

Lenders were offered a 50-bps amendment fee. This fee was increased from 25 bps on Monday.

Vantage, a portfolio company of Jordan Co., is a Chicago-based provider of naturally derived specialty chemicals for personal care, industrial, consumer products and food industries.

Aristocrat flexes lower

Back in the primary market, Aristocrat Leisure reduced pricing on its $1.07 billion first-lien term loan due October 2021 to Libor plus 275 bps from Libor plus 300 bps, and left the 0.75% Libor floor, par issue price and 101 soft call protection for six months intact, a source said.

Recommitments were due at 5 p.m. ET on Wednesday and allocations are targeted for Thursday morning, the source added.

UBS Investment Bank and Goldman Sachs Bank USA are leading the deal that will be used to reprice the company’s existing first-lien term loan down from Libor plus 375 bps with a 1% Libor floor.

Aristocrat Leisure is a Sydney, Australia-based provider of gaming services.

Milk Specialties cuts spread

Milk Specialties lowered pricing on its $475 million seven-year covenant-light first-lien term loan to Libor plus 500 bps from Libor plus 575 bps, according to a market source.

As before, the term loan has a 1% Libor floor, an original issue discount of 99 and 101 soft call protection for six months.

The company’s $525 million credit facility (B2/B+) also includes a $50 million revolver.

Commitments are due at noon ET on Thursday, the source said.

Credit Suisse Securities (USA) LLC, RBC Capital Markets, BMO Capital Markets, KeyBanc Capital Markets and Deutsche Bank Securities Inc. are leading the deal that will be used to help fund the buyout of the company by American Securities LLC from Kainos Capital.

Milk Specialties is an Eden Prairie, Minn.-based human and animal nutrition company.

Engility shutting early

Engility accelerated the commitment deadline on its $800 million of senior secured term loans to 2 p.m. ET on Thursday from Aug. 9, a market source remarked.

The debt is split between a $200 million four-year term loan B-1 talked at Libor plus 450 bps to 475 bps with no floor and an original issue discount of 99.5, and a $600 million seven-year term loan B-2 talked at Libor plus 475 bps to 500 bps with a 1% Libor floor and a discount of 99. Both term loans have 101 soft call protection for six months.

Amortization on the term loan B-1 is 10% per annum and on the term loan B-2 is 1% per annum.

Morgan Stanley Senior Funding Inc., Barclays, SunTrust Robinson Humphrey Inc., Regions Bank, Deutsche Bank Securities Inc., J.P. Morgan Securities LLC and KKR Capital Markets are leading the deal that will be used with $380 million of senior notes to refinance existing debt.

Engility is a Chantilly, Va.-based provider of integrated services for the U.S. government.

SolarWinds holds call

Also in the primary market, SolarWinds hosted a lender call at 1 p.m. ET on Wednesday, launching a $1,435,000,000 and a €230 million senior secured seven-year term loan B with talk of Libor/Euribor plus 450 bps to 475 bps with a 1% floor and 101 soft call protection for six months, according to a market source.

Goldman Sachs Bank USA is leading the deal that will be used to reprice existing term loan B debt from Libor/Euribor plus 550 bps with a 1% floor.

Old money is offered at par, with a 101 soft call paid, and new money is offered at an original issue discount of 99.5, the source said.

Commitments are due at 4 p.m. ET on Aug. 10.

SolarWinds is an Austin, Texas-based provider of IT network and systems infrastructure management software.

CDW terms emerge

CDW released talk of Libor plus 225 bps with a 0.75% Libor floor, an original issue discount on new money of 99.5, an amendment fee of 50 bps and 101 soft call protection for six months on its $1.49 billion seven-year term loan B that launched with a call, a market source remarked.

Commitments are due at noon ET on Aug. 12, the source added.

Barclays, Morgan Stanley Senior Funding Inc., J.P. Morgan Securities LLC, Bank of America Merrill Lynch, Wells Fargo Securities LLC, RBC Capital Markets, MUFG and HSBC Securities (USA) Inc. are leading the deal that will be used to extend the company’s existing $1.49 billion term loan B from 2020 and revise pricing from Libor plus 225 bps with a 1% Libor floor.

Net secured leverage is 1.3 times, and net total leverage is 2.9 times.

CDW is a Lincolnshire, Ill.-based technology solutions provider to business, government, education and health care organizations.

Science Applications details

Science Applications held its call in the morning, launching a $532 million senior secured covenant-light term loan B (Ba2) due May 4, 2022 with talk of Libor plus 250 bps to 275 bps with a 0.75% Libor floor, a par issue price and 101 soft call protection for six months, according to a market source.

Commitments are due on Aug. 15 and closing is targeted for the week of Aug. 22, the source said.

Citigroup Global Markets Inc., Bank of America Merrill Lynch, PNC Bank, SunTrust Robinson Humphrey Inc., U.S. Bank and Wells Fargo Securities LLC are leading the deal that will be used to reprice an existing term loan B from Libor plus 300 bps with a 0.75% Libor floor.

Science Applications is a McLean, Va.-based technology integrator providing full life-cycle services and solutions in the technical, engineering, and enterprise information technology markets.

Aclara sets guidance

Aclara Technologies disclosed talk on its $345 million seven-year first-lien term loan B (B3/B) with its morning bank meeting, according to a market source.

The loan is talked at Libor plus 550 bps to 575 bps with a 1% Libor floor, an original issue discount of 98.5 to 99 and 101 soft call protection for one year, the source said.

Commitments are due on Aug. 16.

Morgan Stanley Senior Funding Inc. and Stephens Inc. are leading the deal that will be used to refinance existing debt and fund a sponsor dividend.

Aclara is a Hazelwood, Mo.-based supplier of smart infrastructure solutions to water, gas and electric utilities.

WaveDision OID talk

WaveDivision came out with original issue discount talk of 99.5 to 99.75 on its fungible $125 million add-on first-lien term loan (Ba3) that launched with a lender call in the morning, a market source remarked.

The add-on term loan is priced at Libor plus 300 bps with a 1% Libor floor, and the first-lien term loan debt will get 101 soft call protection for six months, the source continued.

Commitments are due on Aug. 10.

Jefferies Finance LLC is leading the deal that will be used for general corporate purposes.

With the add-on loan, the company launched a consent request to lenders, and the deadline for consents is Tuesday, the source added.

WaveDivision is a Kirkland, Wash.-based owner and operator of broadband cable systems.

Oasis launches loan

Oasis Outsourcing launched on its lender call its fungible $75 million incremental first-lien term loan due Dec. 31, 2021 with original issue discount talk of 99.5, according to a market source.

Pricing on the incremental term loan is Libor plus 475 bps with a 1% Libor floor.

RBC Capital Markets and SunTrust Robinson Humphrey Inc. are leading the deal that will be used to fund the acquisition of a Tennessee-based Professional Employer Organization with about 600 clients representing around 14,500 worksite employees for about $33 million, and to opportunistically pay down the outstanding $60 million second-lien term loan.

With the transaction, the company is seeking an amendment for which lenders are being offered a 12.5-bps amendment fee.

Commitments for new money and amendment signatures are due at noon ET on Aug. 11.

Oasis Outsourcing, a Stone Point Capital owned company, is a West Palm Beach, Fla.-based provider of comprehensive and cost-effective HR outsourcing services to small- and medium-sized businesses.

Harbor Freight on deck

Harbor Freight Tools scheduled a bank meeting for 2 p.m. ET in New York on Thursday to launch a $2.9 billion credit facility, a market source said.

The facility consists of a $700 million ABL revolver, and a $2.2 billion seven-year covenant-light first-lien term loan (Ba3/BB-) talked at Libor plus 350 bps to 375 bps with a 1% Libor floor, an original issue discount of 99.5 and 101 soft call protection for six months, the source continued.

Commitments are due on Aug. 16.

Credit Suisse Securities (USA) LLC is leading the deal that will be used to refinance existing debt and fund a shareholder distribution.

Harbor Freight is a Camarillo, Calif.-based provider of tools and equipment.

Continental joins calendar

Continental Building Products emerged with plans to hold a lender call at 3 p.m. ET on Thursday to launch a $350 million credit facility (BB+), according to a market source.

The facility consists of a $75 million revolver and a $275 million seven-year covenant-light first-lien term loan talked at Libor plus 275 bps with a 0.75% Libor floor, an original issue discount of 99.75 and 101 soft call protection for six months, the source said.

Commitments are due at noon ET on Aug. 10.

Credit Suisse Securities (USA) LLC is the left lead on the deal that will be used to refinance an existing first-lien credit facility.

Continental Building is a Herndon, Va.-based manufacturer of wallboard and gypsum-based products.

NEW Asurion coming soon

NEW Asurion set a lender call for 10:30 a.m. ET on Thursday to launch a $550 million HoldCo unsecured PIK contingent term loan, according to a market source.

Morgan Stanley Senior Funding Inc. and Bank of America Merrill Lynch are leading the deal that will be used to fund an equity tender offer and to pay transaction related fees and expenses.

NEW Asurion is a Nashville-based provider of consumer product protection programs.

Innovation readies deal

Innovation Ventures scheduled a bank meeting for Thursday to launch a $500 million five-year term loan, a market source said.

Bank of America Merrill Lynch and Keybanc Capital Markets are leading the deal that will be used to help fund the purchase of a majority interest in the company by Renew Group Private Ltd. and to refinance existing debt.

Farmington Hills, Mich.-based Innovation Ventures is the producer of 5-hour ENERGY, a liquid energy shot.

Wall Street plans add-on

Wall Street Systems will hold a call on Thursday to launch a $165 million add-on term loan, according to a market source.

Also, the company will launch a two-year maturity extension of its existing term loan that is currently due in 2021, the source said.

UBS Investment Bank is leading the deal.

Wall Street Systems is a provider of treasury management, central banking and FX trade processing solutions with U.S. headquarters in New York.

UPC closes

In follow up news, UPC Financing Partnership closed on Wednesday on its $2.15 billion eight-year covenant-light term loan AN, according to an 8-K filed with the Securities and Exchange Commission.

Pricing on the term loan AN is Libor plus 300 bps with no floor, and it was sold at an original issue discount of 99.5. The debt has 101 soft call protection for six months.

During syndication, the loan was upsized from $825 million and the discount firmed at the tight end of the revised talk of 99.25 to 99.5 and initial talk of 99 to 99.5.

Bank of America Merrill Lynch and Citigroup Global Markets Inc. were the global coordinators on the deal and joint bookrunners with Scotiabank, Credit Suisse, HSBC and Nomura. Scotia is the administrative agent.

Proceeds were used to refinance $675 million of senior secured notes due 2021 and $75 million of senior secured notes due 2022 and, due to the upsizing, to refinance a term loan AH.

UPC is a subsidiary of Liberty Global, a TV and broadband company.

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