Dell, Yum! break; TransDigm, Victory Capital update deals; J.D. Power moves up deadline

By Sara Rosenberg

New York, June 2 – Dell International LLC’s term loan B freed up for trading on Thursday, with levels quoted above its original issue discount, and Yum! Brands Inc. increased the size of its term loan B while trimming pricing and removing the Libor floor, and then it too hit the secondary market.

In other news, TransDigm Inc. upsized its term loan F, firmed the spread at the low end of guidance and tightened the original issue discount, Victory Capital Operating LLC modified the issue price on its add-on loan, and J.D. Power accelerated the commitment deadline on its credit facility.

Furthermore, Avantor Performance Materials, Hertz Corp., Berry Plastics Corp., Cvent Inc., Chefs’ Warehouse Inc. and Bob’s Discount Furniture Inc. released price talk with launch, and RadNet Management Inc., SRS Distribution Inc. and World Kitchen surfaced with new deal plans.

Dell hits secondary

Dell’s $5 billion seven-year first-lien term loan B (Baa3/BBB-/BBB-) broke for trading on Thursday, with levels quoted at 100 1/8 bid, 100 3/8 offered, according to a trader.

Pricing on the term loan B is Libor plus 325 basis points with a 25-bps step-down at 1 times first-lien net leverage and a 0.75% Libor floor. The loan has 101 soft call protection for six months and a ticking fee commencing on July 15 of 50% of the spread for 30 days and the full spread thereafter and was sold at an original issue discount of 99.5.

During syndication, pricing on the term loan B was trimmed from talk of Libor plus 350 bps to 375 bps, the step-down was added, and the discount was revised from 99.

The company’s $17,075,000,000 credit facility also includes a $3.15 billion five-year revolver (BBB-) priced at Libor plus 200 bps, a $3.2 billion three-year term loan A-1 (BBB) priced at Libor plus 200 bps, a $3,925,000,000 five-year term loan A-2 (BBB-) priced at Libor plus 225 bps and a $1.8 billion term loan A-3 (BBB-).

Dell buying EMC

Proceeds from Dell’s credit facility, $20 billion of senior secured notes, senior unsecured notes, equity and cash on hand will be used to fund the acquisition of EMC Corp. for $24.05 per share in cash. The total transaction value is about $67 billion.

Credit Suisse Securities (USA) LLC, J.P. Morgan Securities LLC, Bank of America Merrill Lynch, Barclays, Citigroup Global Markets Inc., Goldman Sachs Bank USA, Deutsche Bank Securities Inc. and RBC Capital Markets are leading the credit facility.

Closing on the acquisition is subject to EMC shareholder approval, regulatory approval and other customary conditions.

Dell is a Round Rock, Texas-based technology and services company owned by Michael S. Dell, founder, chairman and chief executive officer, MSD Partners and Silver Lake. EMC is a Hopkinton, Mass.-based technology company. The combined enterprise systems business will be located in Hopkinton, Mass.

Yum! reworked

Yum! Brands lifted its seven-year senior secured term loan B to $2 billion from $1.5 billion, cut pricing to Libor plus 275 bps from Libor plus 300 bps and removed the 0.75% Libor floor so that there is no Libor floor, according to a market source.

As before, the term loan B has an original issue discount of 99.5 and 101 soft call protection for one year.

Due to the change in the term loan B size, the company’s term loan A was downsized to $500 million from $800 million and its senior unsecured notes offering was downsized to $2.1 billion from $2.3 billion, the source said.

The company’s now $3.5 billion credit facility (Ba1/BBB-) also includes a $1 billion revolver.

Recommitments were due by noon ET on Thursday, the source added.

Yum! tops OID

With final terms in place, Yum! Brands’ credit facility began trading, with the term loan B quoted at par bid, 100½ offered, a trader remarked.

Goldman Sachs & Co., J.P. Morgan Securities LLC, Citigroup Global Markets Inc. and Wells Fargo Securities LLC are leading the deal, with Goldman the left lead on the term loan B and JPMorgan the left lead on the revolver and term loan A.

Proceeds from the new bank debt and bonds will be used to fund a return of capital to shareholders, repay revolver borrowings, pay associated transaction fees and expenses and support general corporate purposes.

Yum! Brands is a Louisville, Ky.-based quick-service restaurant operator.

TransDigm changes emerge

In more happenings, TransDigm raised its seven-year covenant-light term loan F to $1.7 billion from $950 million, firmed pricing at Libor plus 300 bps, the low end of the Libor plus 300 bps to 325 bps talk, and moved the original issue discount to 99.25 from 99, a market source said.

Of the total term F amount, $1.25 billion is funded, up from $500 million initially, and $450 million is still delayed-draw.

As before, the term loan F has a 0.75% Libor floor, 101 repricing protection for one year and a ticking fee of the full spread plus the floor after 30 days.

Commitments were due at 5 p.m. ET on Thursday.

Credit Suisse Securities (USA) LLC is the left lead on the deal.

TransDigm buying ILC

Proceeds from TransDigm’s term loan F, along with $950 million of senior subordinated notes, will be used to fund the $1 billion purchase of ILC Holdings Inc., the parent company of Data Device Corp., from Behrman Capital, for general corporate purposes, including potential future acquisitions or dividends, and, as a result of the $750 million loan upsizing, to repay a portion of the company’s existing term loan C, the source added.

In connection with the term loan F, the company is looking to amend its existing credit agreement, with lenders offered a 5-bps consent fee, and pricing on the existing term loan E will be lifted to Libor plus 300 bps from Libor plus 275 bps.

Closing on the acquisition is expected before the end of fiscal 2016, subject to regulatory approvals and customary conditions.

TransDigm is a Cleveland-based designer, producer and supplier of highly engineered aircraft components for use on commercial and military aircraft. ILC is a Bohemia, N.Y.-based supplier of databus and power supply products for the military and commercial aerospace markets.

Victory tweaks discount

Victory Capital changed the original issue discount on its fungible $146 million add-on term loan due Oct. 31, 2021 to 98.5 from 98 and left pricing at Libor plus 750 bps with a 1% Libor floor, a source remarked.

The loan still has 101 soft call protection for one year.

Recommitments are due by 3 p.m. ET on Friday and allocations are expected on Monday, the source said.

RBC Capital Markets is leading the loan that will be used to help fund the acquisition of RS Investments from The Guardian Life Insurance Co. of America and the investment professionals and employees of RS.

With the add-on loan, pricing on the existing term loan due Oct. 31, 2021 will be increased from Libor plus 600 bps with a 1% Libor floor to match the add-on pricing.

Closing is expected on June 30.

Victory Capital is a Brooklyn, Ohio-based asset management firm. RS is a San Francisco-based provider of investment management solutions.

J.D. Power moves deadline

J.D. Power accelerated the commitment deadline on its $540 million credit facility to 5 p.m. ET on Thursday from 5 p.m. ET on Monday, according to a market source.

The facility consists of a $35 million revolver, a $385 million seven-year first-lien covenant-light term loan and a $120 million eight-year second-lien covenant-light term loan.

Talk on the first-lien term loan is Libor plus 500 bps with a 1% 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 900 bps with a 1% Libor floor, a discount of 98 and call protection of 103 in year one, 102 in year two and 101 in year three.

Also, there is a ticking fee of the full spread after 30 days.

Credit Suisse Securities (USA) LLC is leading the deal that will be used to help fund the acquisition of the company by XIO Group from McGraw Hill Financial Inc. for $1.1 billion.

Closing is expected in the third quarter, subject to regulatory approvals and customary conditions.

J.D. Power is a Costa Mesa, Calif.-based consumer data and analytics company.

Avantor sets guidance

Also in the primary market, Avantor Performance Materials held its bank meeting on Thursday, and price talk on its first- and second-lien term loan was announced, a market source said.

The $670 million seven-year first-lien covenant-light term loan (B1/B) is talked at Libor plus 475 bps to 500 bps with a 1% Libor floor, an original issue discount of 99 and 101 soft call protection for six months, and the $165 million eight-year second-lien covenant-light term loan (Caa1/CCC+) is talked at Libor plus 950 bps with a 1% Libor floor, a discount of 98 and call protection of 103 in year one, 102 in year two and 101 in year three, the source continued.

The company’s $885 million credit facility also includes a $50 million revolver (B1/B).

Commitments are due on June 15.

Credit Suisse Securities (USA) LLC, Jefferies Finance LLC and KeyBanc Capital Markets are leading the deal that will be used to refinance existing debt and fund a shareholder dividend.

Avantor is a Center Valley, Pa.-based life sciences company focused on the development of specialty performance materials.

Hertz reveals terms

Hertz released talk of Libor plus 275 bps to 300 bps with a 0.75% Libor floor, an original issue discount of 99.5 and 101 soft call protection for six months on its $700 million term loan B in connection with its bank meeting, according to a market source.

The company’s $2.4 billion credit facility also includes a $1.7 billion revolver.

Commitments are due at noon ET on June 16, the source said.

Barclays. Credit Agricole, Bank of America Merrill Lynch, BMO Capital Markets Corp., BNP Paribas Securities Corp., Citigroup Global Markets Inc., Goldman Sachs & Co., J.P. Morgan Securities LLC and RBC Capital Markets LLC are leading the deal that will be used to refinance existing debt and replace an existing asset-based revolver due 2017 in connection with the spinoff of the company’s equipment rental business.

Hertz is an Estero, Fla.-based car rental company.

Berry details surface

Berry Plastics held its lender call in the afternoon, launching a $1,019,000,000 covenant-light term loan E due January 2021 talked at Libor plus 250 bps with a 1% Libor floor, and a $1,895,000,000 covenant-light term loan F due October 2022 talked at Libor plus 275 bps with a step-down to Libor plus 250 bps when net first-lien leverage is less than 3 times and a 1% Libor floor, according to a market source.

Both term loans are offered at par and have 101 soft call protection for six months, the source said.

Citigroup Global Markets Inc., Bank of America Merrill Lynch, Barclays, Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., Goldman Sachs & Co. and Wells Fargo Securities LLC are leading the deal that will be used to reprice the existing term loan E from Libor plus 275 bps with a 1% Libor floor and the existing term loan F from Libor plus 300 bps with a 1% Libor floor.

Cashless roll commitments are due at 5 p.m. ET on June 8, new money commitments are due at 5 p.m. ET on June 9 and closing is expected during the week of June 13, the source added.

Berry Plastics is an Evansville, Ind.-based manufacturer and marketer of value-added plastic consumer packaging and engineered materials.

Cvent discloses talk

Cvent came out with talk of Libor plus 500 bps to 525 bps with a 1% Libor floor, an original issue discount of 99 and 101 soft call protection for six months on its $375 million seven-year senior secured first-lien term loan B (B1/B) that launched with a morning bank meeting, according to a market source.

Commitments are due at 4 p.m. ET on June 16, the source said.

Goldman Sachs & Co., Antares Capital, Jefferies Finance LLC and RBC Capital Markets LLC are leading the deal that will be used with a privately placed $225 million second-lien term loan (Caa2/CCC) to help fund the buyout of the company by Vista Equity Partners for $36 in cash per share for a total value of about $1.65 billion.

Closing is expected in the third quarter, subject to customary conditions, including the approval of Cvent stockholders and regulatory approvals.

Cvent is a Tysons Corner, Va., cloud-based enterprise event management company.

Chefs’ holds meeting

Chefs’ Warehouse had its bank meeting in the morning, launching its $330 million in six-year term loans with talk of Libor plus 475 bps to 500 bps with a 1% Libor floor, an original issue discount of 99 and 101 soft call protection for one year, according to a market source.

The term debt is split between a $280 million funded tranche and a $50 million delayed-draw tranche, which are being sold as a strip, the source said.

The company’s $405 million credit facility also includes a $75 million ABL revolver.

Commitments are due on June 16, the source added.

Jefferies Finance LLC, BMO Capital Markets, J.P. Morgan Securities LLC and Wells Fargo Securities LLC are leading the deal that will be used to refinance existing credit facility debt, to retire outstanding senior secured notes, for general corporate purposes and for potential acquisitions.

Chefs’ Warehouse is a Ridgefield, Conn.-based distributor of specialty food products.

Bob’s Discount launches

Bob’s Discount Furniture disclosed talk of Libor plus 475 bps with a 1% Libor floor, an original issue discount of 99 and 101 soft call protection for six months on its fungible $190 million add-on first-lien term loan (B2) due February 2021 that launched with a bank meeting during the session, a source said.

Commitments are due at 5 p.m. ET on June 9.

RBC Capital Markets is leading the deal that will be used to repay an $80 million second-lien term loan and fund a distribution to shareholders.

Based on LTM March 2016 adjusted run rate EBITDA of $90 million and adjusted run rate EBITDAR of $137 million, pro forma total leverage will be 4.3 times and rent-adjusted leverage will be 4.6 times.

Bob’s is a Manchester, Conn.-based retailer of furniture and bedding.

RadNet on deck

RadNet Management set a bank meeting for Monday to launch a $585 million credit facility, split between a $100 million five-year revolver and a $485 million seven-year term loan B, a market source remarked.

Barclays is leading the deal that will be used to refinance an existing $444.8 million first-lien term loan, pay down any outstanding revolver borrowings, which were $16.3 million at March 31, and repay a portion of an existing $180 million second-lien term loan.

Closing is expected this month.

RadNet is a Los Angeles-based owner and operator of outpatient diagnostic imaging centers.

SRS joins calendar

SRS Distribution emerged with plans to hold a bank meeting on Monday to launch $257 million in term loans, according to a market source.

The debt consists of a $127 million incremental first-lien covenant-light term loan due Aug. 25, 2022 and a new $130 million second-lien covenant-light term loan due Feb. 25, 2023, the source said.

Barclays and UBS Investment Bank are leading the deal that will be used with a $20 million draw under the company’s existing $275 million ABL facility to fund a dividend to existing shareholders. Barclays is left lead on the first-lien term loan and UBS is left lead on the second-lien term loan.

SRS Distribution is a McKinney, Texas-based roofing distributor.

World Kitchen readies deal

World Kitchen scheduled a bank meeting for 1 p.m. ET in New York on Monday to launch a new loan transaction, according to a market source.

Citigroup Global Markets Inc. is leading the deal.

World Kitchen is a Rosemont, Ill.-based manufacturer and marketer of bakeware, dinnerware, kitchen and household tools, cookware, storage and cutlery products.

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