Hilton Worldwide, US Anesthesia, WaterBridge, Multi-Color, Smart & Final free to trade

By Sara Rosenberg

New York, June 18 – Hilton Worldwide Holdings Inc. finalized the issue price/extension fee on its extended term loan B at the narrow end of guidance and US Anesthesia Partners firmed the original issue discount on its add-on first-lien term loan B at the tight end of talk, and then both of these deals broke for trading on Tuesday.

Other deals to make their way into the secondary market during the session included WaterBridge Operating LLC, Multi-Color Corp. and Smart & Final Grocery (Saffron Borrowco LLC).

In other happenings, AccentCare Inc. lifted the spread on its first-lien term loan and extended the call protection, Crosby US Acquisition Corp. came out with final pricing on its first-lien term loan, and PL Developments LLC sweetened the spread, Libor floor, original issue discount and call protection on its term loan B, shortened the maturity and made a number of documentation changes.

Also, RCN (Radiate Holdco LLC) increased pricing on its incremental first-lien term loan and updated original issue discount guidance, and Teneo Holdings LLC disclosed price talk on its term loan with launch.

Hilton sets terms, trades

Hilton Worldwide finalized the original issue discount/extension fee on its $2,619,000,000 seven-year covenant-lite term loan B (Baa3/BBB-) at 99.75, the tight side of the 99.5 to 99.75 talk, according to a market source.

The term loan is still priced at Libor plus 175 basis points with a 0% Libor floor, and has 101 soft call protection for six months.

On Tuesday afternoon, the term loan B broke for trading and levels were quoted at par bid, par ¼ offered, another source added.

Deutsche Bank Securities Inc. and Goldman Sachs Bank USA are leading the deal that will be used to extend an existing term loan B from 2023 that is priced at Libor plus 175 bps with a 0% Libor floor.

As of March 31, there was $3,119,000,000 outstanding under the term loan B, but some term loan B debt is being paid down with a portion of the proceeds from the company’s recent $1 billion bond offering.

Closing is expected on Friday.

Hilton is a McLean, Va.-based hospitality company.

US Anesthesia updated, breaks

US Anesthesia Partners set the original issue discount on its fungible $200 million add-on senior secured first-lien term loan B (B1/B) due June 23, 2024 at 99.5, the tight end of the 99 to 99.5 guidance, a market source remarked.

Like the existing term loan, the add-on term loan is priced at Libor plus 300 bps with a 1% Libor floor.

After terms finalized, the add-on term loan began trading and levels were seen at 99½ bid, par offered, another source added.

Goldman Sachs Bank USA, Barclays, J.P. Morgan Securities LLC, Morgan Stanley Senior Funding Inc., BMO Capital Markets, Capital One and Antares Capital are leading the deal that will be used to fund tuck-in and platform acquisitions, repay an outstanding revolver balance, and pay related fees and expenses.

Closing is expected on Friday.

US Anesthesia is a Fort Lauderdale, Fla.-based physician-service organization that focuses on providing anesthesia and pain management services to patients.

WaterBridge hits secondary

WaterBridge’s credit facilities also freed to trade, with the $1 billion seven-year term loan B (B1/B/BB) quoted at 97¾ bid, 98½ offered, according to a trader.

Pricing on the term loan is Libor plus 575 bps with a 1% Libor floor and it was sold at an original issue discount of 97.5. The debt has 101 soft call protection for one year.

During syndication, pricing on the term loan was lifted from Libor plus 550 bps, the Libor floor was increased from 0%, the discount was modified from talk in the range of 98.5 to 99, and documentation changes were made, including to MFN, incremental, excess cash flow sweep, restricted payments, junior debt payments, permitted investments, designation of unrestricted subsidiaries, transactions with affiliates, EBITDA definition, and mandatory lender calls.

The company’s $1.15 billion of credit facilities also include a $150 million five-year revolver (BB-).

WaterBridge lead banks

Barclays, Credit Suisse Securities (USA) LLC, Goldman Sachs Bank USA, ING, RBC Capital Markets, SunTrust Robinson Humphrey Inc. and Wells Fargo Securities LLC are leading WaterBridge’s credit facilities.

The new debt will be used to repay an existing revolver and term loan A, to fund the acquisition of water infrastructure assets from PDC Energy for $125 million and to prefund capital expenditures.

Closing is expected mid-year.

Five Point Energy is the sponsor.

WaterBridge is a Houston-based midstream company that owns and operates extensive permanent water infrastructure systems strategically located in the Delaware and Arkoma basins.

Multi-Color starts trading

Multi-Color’s bank debt emerged in the secondary market as well, with the $640 million U.S. seven-year covenant-lite term loan seen at 99¼ bid, 99¾ offered, a trader said.

Pricing on the U.S. term loan is Libor plus 450 bps with a 0% Libor floor and it was sold at an original issue discount of 99. The loan has 101 soft call protection for one year.

The company’s $1.5 billion equivalent of senior secured credit facilities (B2/B) also include a $300 million revolver and a $560 million equivalent euro seven-year covenant-lite term loan.

The euro term loan is priced at Euribor plus 500 bps with a 0% floor and was issued at a discount of 99. This tranche has 101 soft call protection for one year as well.

During syndication, the U.S. term loan was upsized from $600 million and pricing firmed at the high end of the Libor plus 425 bps to 450 bps talk, the euro term loan was downsized from $600 million equivalent and the spread was increased from talk in the range of Euribor plus 425 bps to 450 bps, and the call protection was extended from six months.

Multi-Color funding buyout

Multi-Color will use its new credit facilities, $1.39 billion of notes and up to $500 million of equity to fund its acquisition by Platinum Equity LLC for $50.00 in cash per share and merger with WS Packaging Group, a portfolio company of Platinum Equity. The transaction is valued at $2.5 billion, including the assumption of $1.5 billion of debt.

Bank of America Merrill Lynch, Deutsche Bank Securities Inc., Barclays, BMO Capital Markets, Credit Suisse Securities (USA) LLC, Houlihan Lokey and Morgan Stanley Senior Funding Inc. are the leads on the bank debt, with Bank of America left on the U.S. piece and Deutsche left on the euro piece.

Closing is expected by the third quarter, subject to Multi-Color shareholder approval, regulatory clearances and other customary conditions.

Multi-Color is a Cincinnati-based label maker. WS Packaging is a Green Bay, Wis.-based provider of labels and packaging solutions.

Smart & Final frees up

Smart & Final Grocery’s credit facilities began trading too, with the $340 million six-year covenant-lite term loan B (B3/B) quoted at 90½ bid, 93 offered, according to a trader.

Pricing on the term loan B is Libor plus 675 bps with a 0% Libor floor and it was sold at an original issue discount of 90. The debt has 101 hard call protection for two years.

During syndication, the term loan B was upsized from a revised amount of $320 million but downsized from an original amount of $380 million, the spread was increased from Libor plus 650 bps, the discount was changed from talk in the range of 97 to 98, the call protection was revised from a 101 soft call for one year, the maturity was shortened from seven years, amortization was increased, and documentation changes were made to MFN, incremental, indebtedness, restricted payments and cumulative credit, investments and EBITDA definition.

The company’s $490 million of senior secured credit facilities also include a $150 million ABL revolver.

Smart & Final being acquired

Smart & Final’s credit facilities will be used to help fund the buyout of Smart & Final Stores Inc. by Apollo Global Management LLC.

Deutsche Bank Securities Inc., BMO Capital Markets Corp., RBC Capital Markets, Bank of America Merrill Lynch, Barclays, Credit Suisse Securities (USA) LLC and UBS Investment Bank are leading the debt.

Closing is expected on Thursday.

Smart & Final is a Commerce, Calif.-based food retailer operating smaller-box, warehouse-style club stores.

AccentCare revised

Back in the primary market, AccentCare flexed pricing higher on its $355 million seven-year first-lien term loan (B2/B) to Libor plus 500 bps from talk in the range of Libor plus 425 bps to 450 bps, extended the 101 soft call protection to one year from six months and made some documentation changes, a market source remarked.

The term loan still has a 0% Libor floor and an original issue discount of 99.

J.P. Morgan Securities LLC is leading the deal that will be used to help fund the buyout of the company by Advent International from Oak Hill Capital Partners.

AccentCare is a Dallas-based provider of post-acute health care.

Crosby firms spread

Crosby finalized pricing on its $475 million seven-year first-lien term loan (B2/B-) at Libor plus 475 bps, the high end of revised guidance in the range of Libor plus 450 bps to 475 bps but in line with initial talk of Libor plus 475 bps, a market source said.

The first-lien term loan still has a 0% Libor floor, an original issue discount of 99 and 101 soft call protection for six months.

The company’s $695 million of credit facilities also include a $70 million revolver (B2/B-) and a $150 million privately placed second-lien term loan (Caa2/CCC).

Earlier in syndication, the first-lien term loan was downsized from $625 million and the second-lien term loan was added to the capital structure.

UBS Investment Bank, KKR Capital Markets and Morgan Stanley Senior Funding Inc. are leading the deal that will be used to refinance existing debt, with UBS left on the first-lien and KKR left on the second-lien.

Crosby is a Tulsa, Okla.-based provider of lifting, rigging and material handling hardware.

PL Developments reworked

PL Developments raised pricing on its $310 million senior secured first-lien term loan B (//B+) to Libor plus 750 bps from Libor plus 700 bps, revised the Libor floor to 2% from 0%, changed the original issue discount to 97.5 from 98, and adjusted the call protection to non-callable for one year, then at 103 in year two and 101.5 in year three, and applying to all asset sales if not reinvested, from non-callable for one year, then at 102 in year two and 101 in year three, according to a market source.

Furthermore, the term loan maturity was shortened to five years from six years, amortization was increased to 1% in year one, 2.5% in year two and 5% thereafter from 1% per annum starting with the fiscal quarter ending Dec. 31, 2019, and the excess cash flow sweep was modified to 75% with step-downs to 50%, 25% and 0% based on leverage from 50% with leverage-based step-downs to 25% and 0%.

Also, there was a general tightening of credit documentation including, but not limited to, baskets, capital expenditures cap, cash netting and restricted payments, the source said.

PL getting revolver

In addition to the term loan, PL Developments’ is getting a $40 million ABL revolver as part of its $350 million of credit facilities.

Jefferies LLC is leading the deal that will be used to refinance existing debt, and to fund the acquisition of Teva Pharmaceutical Industries’ nicotine replacement therapy business and a basket of OTC and Abbreviated New Drug Application products.

Commitments for the term loan remain due at 5 p.m. ET on Wednesday, the source added.

PL Developments is a Westbury, N.Y.-based manufacturer, packager and distributor of over-the-counter pharmaceutical products and consumer health care goods.

RCN tweaks deal

RCN lifted pricing on its non-fungible $300 million incremental first-lien term loan (B) due February 2024 to Libor plus 350 bps from Libor plus 325 bps and changed original issue discount talk to 98.5, versus prior guidance in the range of 98.5 to 99.03, a market source remarked.

As before, the term loan has a 0.75% Libor floor and 101 soft call for six months.

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

Guggenheim Securities, Bank of America Merrill Lynch, Barclays, Goldman Sachs Bank USA, J.P. Morgan Securities LLC, Morgan Stanley Senior Funding Inc., Nomura and SocGen are leading the deal that will be used to fund a shareholder distribution.

RCN is a cable operator.

Teneo reveals talk

Teneo Holdings held its bank meeting on Tuesday afternoon and announced price talk on its $365 million seven-year first-lien term loan at Libor plus 450 bps to 475 bps with a 0% Libor floor and an original issue discount of 99, according to a market source.

Commitments are due on July 2, the source said.

Goldman Sachs Bank USA, Morgan Stanley Senior Funding Inc. and Nomura are leading the deal that will be used to help fund the buyout of the company by CVC Capital Partners from BC Partners.

Closing is subject to regulatory approval and other customary conditions.

Teneo is a New York-based provider of strategic communications, investment banking, business intelligence, financial analytics, executive recruiting, management consulting and corporate restructuring advisory services.

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