Press Ganey, Quality, Mohegan, American Bath, Henry, Affinity, US LBM, Ardagh, Chobani break

By Sara Rosenberg

New York, Sept. 30 – A number of deals freed up for trading on Friday, including Press Ganey Inc., Quality Care Properties Inc., Mohegan Tribal Gaming Authority, American Bath Group LLC, Henry Co. LLC, Affinity Gaming, US LBM Holdings LLC and Ardagh Group (Ardagh Holdings USA Inc. and Ardagh Packaging Finance SA).

Also, Chobani LLC firmed pricing on its term loan B at the tight end of talk, and then it too made its way into the secondary market.

In more happenings, Misys shifted some funds between its U.S. and euro term loan B’s, updated spreads and adjusted original issue discount talk, and Vertiv (Cortes NP Acquisition Corp.) upsized its term loan, widened pricing, changed original issue discount talk and sweetened the call premium.

Furthermore, Vantiv Inc. firmed pricing on its term loan B at the low end of guidance, modified the issue price and extended the call protection, and Zest Holdings LLC finalized the spread on its add-on term loan at the high end of talk while tightening the original issue discount.

In addition, Tronair finalized the spread on its first-lien term loan B at the wide end of guidance, and Intrawest Operations Group LLC joined the near-term calendar.

Press Ganey hits secondary

Press Ganey’s credit facility began trading on Friday, with the $760 million seven-year covenant-light first-lien term loan quoted at par bid, 100½ offered and the $268 million eight-year covenant-light second-lien term loan quoted at 100¼ bid, 101¼ offered, according to market sources.

Pricing on the first-lien term loan is Libor plus 325 basis points with a 1% Libor floor, and it was sold at an original issue discount of 99.5. The debt has 101 soft call protection for six months.

The second-lien term loan is priced at Libor plus 725 bps with a 1% Libor floor and was issued at a discount of 99. This tranche has call protection of 102 in year one and 101 in year two.

On Wednesday, the first-lien term loan was upsized from $740 million, pricing was cut from talk of Libor plus 375 bps to 400 bps, and the discount was modified from 99. Also, the second-lien term loan was downsized from $288 million, the spread was reduced from talk of Libor plus 775 bps to 800 bps, and the discount was tightened from 98.

The company’s $1,098,000,000 senior secured credit facility also includes a $70 million revolver (B2/B).

Press Ganey funding buyout

Proceeds from Press Ganey’s credit facility, up to $1,368,000,000 of equity and about $66.3 million of cash on hand will be used to finance its acquisition by EQT Equity for $40.50 of cash per share, resulting in an enterprise value of about $2.35 billion.

Credit Suisse, Citigroup and Bank of America Merrill Lynch are leading the deal, with Credit Suisse the left lead on the first-lien loan and Citigroup the left lead on the second-lien loan.

Closing is expected in the fourth quarter, subject to the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act, shareholder approval and other customary conditions.

Press Ganey is a Wakefield, Mass.-based provider of patient experience measurement, performance analytics and strategic advisory solutions for health-care organizations.

Quality Care starts trading

Another deal to make its way into the secondary market was Quality Care Properties, with the $1 billion six-year term loan B seen at 98¾ bid, 99¾ offered, a market source said.

Pricing on the term loan is Libor plus 525 bps with a 1% Libor floor, and it was sold at an original issue discount of 98. The tranche includes hard call protection of 102 in year one and 101 in year two and a ticking fee of the full spread after 30 days.

During syndication, pricing on the term loan was increased from Libor plus 475 bps, the discount widened from 99, the call protection changed from a soft call of 101 for one year, and the minimum debt service coverage ratio was revised to 1.75 times from 1.5 times.

The company’s $1.1 billion credit facility (B2/BB) also provides for a $100 million five-year revolver.

Quality Care spin-off

Proceeds from Quality Care’s credit facility will be used with $750 million of second-lien notes to fund the spinoff of HCP Inc.’s HCR ManorCare portfolio of skilled nursing and assisted living assets, as well as certain other assets, into an independent, publicly traded real estate investment trust.

Barclays, Morgan Stanley Senior Funding Inc. and Deutsche Bank Securities Inc. are leading the bank deal.

Closing is expected this year, subject to conditions.

First-lien leverage is 2.1 times, and total leverage is 3.8 times.

Quality Care is an Irvine, Calif.-based health care services provider that owns and operates skilled nursing and rehabilitation centers, assisted living facilities, memory care facilities, hospice and home health agencies and outpatient rehabilitation clinics.

Mohegan trades in 99’s

Mohegan Tribal Gaming’s credit facility also began trading, with the $785 million seven-year term loan B seen at 99 3/8 bid, 99 7/8 offered, according to a trader.

Pricing on the term loan B is Libor plus 450 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.

The company’s $1.4 billion senior secured credit facility (B1/B) also includes a $170 million five-year revolver and a $445 million five-year term loan A, both priced at Libor plus 425 bps.

On Thursday, the term B was downsized from $935 million as the term A was upsized from $295 million.

Bank of America Merrill Lynch, Citizens Bank, Credit Suisse Securities (USA) LLC, SunTrust Robinson Humphrey Inc., Goldman Sachs Bank USA, KeyBanc Capital Markets and CIT Bank are leading the deal, with Bank of America the left lead on the term loan B and Citizens the left lead on the pro rata debt.

Proceeds will be used by the Uncasville, Conn.-based operator of gaming and entertainment enterprises to repay and terminate some existing debt, including an existing credit facility.

American Bath levels emerge

American Bath Group’s credit facility broke, with the $325 million seven-year covenant-light first-lien term loan quoted at 99¾ bid, 100¼ offered and the $95 million eight-year covenant-light second-lien term loan quoted at 96 bid, 97 offered, a market source remarked.

The first-lien term loan is price at Libor plus 575 bps with a 1% Libor floor, and it was issued at a discount of 99. The debt has 101 soft call protection for one year.

Pricing on the second-lien term loan is Libor plus 975 bps with a 1% Libor floor, and it was sold at an original issue discount of 96. This tranche has call protection of 103 in year one, 102 in year two and 101 in year three.

The company’s $470 million credit facility also includes a $50 million revolver.

American Bath leads

Credit Suisse and RBC Capital Markets are leading American Bath’s credit facility that will be used to help fund its buyout by Lone Star Funds.

On Wednesday, the first-lien term loan was upsized from $320 million, pricing was lifted from Libor plus 500 bps and the call protection was extended from six months, and the second-lien term loan spread was increased from Libor plus 900 bps, the discount widened from 98 and the call protection was revised from 102 in year one and 101 in year two.

The first-lien term loan upsize was done to compensate for the wider discount on the second-lien term loan.

Other revisions included eliminating the MFN sunset, reducing the incremental freebie and tightening the ratio prongs, and tightening restricted payments.

American Bath Group is a Savannah, Tenn.-based designer and manufacturer of fiberglass reinforced plastic, sheet molded compound and acrylic bathtubs and showers.

Henry frees up

Henry Co.’s credit facility also began trading, with the $320 million seven-year covenant-light term loan B quoted at 99¾ bid, 100¾ offered, according to a trader.

Pricing on the term loan B is Libor plus 450 bps with a 1% Libor floor, and it was sold at an original issue discount of 99.5. The debt has 101 soft call protection for one year.

On Wednesday, pricing on the term loan was reduced from talk of Libor plus 475 bps to 500 bps, the discount was revised from 99, the call protection was extended from six months, and the MFN sunset was removed.

The company’s $360 million credit facility (B2/B) also includes a $40 million five-year revolver.

RBC, Credit Suisse, Antares Capital and Nomura are leading the deal that will be used to help fund the buyout of the company by American Securities.

Henry is an El Segundo, Calif.-based developer and manufacturer of roofing products and other building envelope applications for the residential and commercial construction markets.

Affinity Gaming breaks

Affinity Gaming’s term loans freed to trade as well, with the $30 million incremental first-lien term loan due July 1, 2023 (B1/B+) quoted at 100¼ bid, 100¾ offered and the $95 million eight-year second-lien term loan (B3/CCC+) quoted at 97¾ bid, 98¾ offered, according to a market source.

Pricing on the incremental first-lien term loan is Libor plus 400 bps with a 1% Libor floor, which matches existing first-lien term loan pricing, and it was issued at par, after tightening during syndication from talk of 99.5. The incremental tranche and the existing first-lien term loan are getting 101 soft call protection for six months.

The second-lien term loan is priced at Libor plus 825 bps with a 1% Libor floor and was issued at a discount of 97, after widening during syndication from talk of 98.5. This loan has call protection of 102 in year one and 101 in year two.

Proceeds from the new debt and equity will be used to fund the buyout of the company by Z Capital Partners LLC, which currently owns about 41% of Affinity’s outstanding shares, for $17.35 per share in cash. The transaction values Affinity at about $580 million.

Affinity amending loan

Along with this transaction, Affinity Gaming is amending its existing $375 million first-lien term loan (B1/B+) due July 1, 2023, and that request underwent changes on Sept. 22, including increasing the consent fee to 20 bps at the closing of the amendment and 20 bps at the completion of the transaction, from 10 bps at amendment closing and 10 bps at transaction closing.

Furthermore, the unlimited restricted payments incurrence ratio is increasing to 3.25 times from 3 times, instead of increasing to 3.5 times as originally proposed, and the unlimited investments incurrence ratio test in increasing to 4 times from 3.5 times, instead of increasing to 4.5 times.

Citizens Bank, Credit Suisse and Fifth Third Bank are leading the new term loans, and Credit Suisse is leading the amendment.

Closing is expected in the first quarter of 2017, subject to shareholder approval, regulatory approvals and other customary conditions.

Affinity Gaming is a Las Vegas-based diversified casino gaming company.

US LBM tops OID

US LBM’s fungible $90 million incremental first-lien term loan (B3/B+) due Aug. 8, 2022 broke too, with levels seen at par bid, 100½ offered, a market source said.

Pricing on the incremental term loan is Libor plus 525 bps with a 1% Libor floor, which matches existing term loan pricing, and the debt was sold at an original issue discount of 99.75, after tightening on Wednesday from 99.5. The loan includes 101 soft call protection for six months.

Credit Suisse Securities (USA) LLC is leading the deal that will be used to repay ABL borrowings.

US LBM is a Green Bay, Wis.-based owner of building material distribution businesses.

Ardagh emerges in secondary

Ardagh Group’s $666,547,632 covenant-light term loan B due Dec. 17, 2021 freed up, with levels quoted at 100½ bid, 101 offered, according to a trader.

The term loan B is priced at Libor plus 300 bps with a 1% Libor floor, and was issued at par. The debt has 101 soft call protection for one year.

Citigroup Global Markets Inc. is leading the deal that is amending and extending an existing term loan B due in 2019 that is priced at Libor plus 300 bps with a 1% Libor floor.

The amendment will also revise the restricted payments covenant to more closely align it to the terms of the 2016 bond indenture and extend the time period for voluntary pre-payments in the excess cash flow sweep to 120 days after the year-end to allow the company to more accurately estimate the excess cash flow and voluntarily pre-pay non-extending lenders.

Closing is targeted for Oct. 7.

Ardagh Group is a Luxembourg-based producer of glass and metal products.

Chobani sets terms, trades

Chobani finalized pricing on its $650 million seven-year covenant-light term loan B (Ba3/B+) at Libor plus 425 bps, the low end of the Libor plus 425 bps to 450 bps talk, and firmed the original issue discount at 99.5, the tight end of the 99 to 99.5 talk, a market source said.

As before, the term loan has a 1% Libor floor and 101 soft call protection for one year.

With final terms in place, the term loan B broke for trading late in the session, and levels were quoted at par bid, 100½ offered, a trader added.

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

Chobani is a Norwich, N.Y.-based producer of Greek yogurt.

OWIC comes due

Also in trading, an $856.9 million Offers Wanted In Competition emerged, with offers due at 11 a.m. ET on Friday, a trader remarked.

Some of the names in the portfolio include Albertson’s LLC, Avago Technologies Cayman Finance Ltd., Calpine Corp., Charter Communications Operating LLC, Dell International LLC, First Data Corp., Harbor Freight Tools USA Inc., HCA Inc., Michaels Stores Inc., NRG Energy Inc., Servicemaster Co., Tribune Media Co., UPC Financing Partnership, Virgin Media Investment Holdings Ltd. and Ziggo BV.

There are about 196 issuers in the OWIC, the trader added.

Misys reworks deal

Back in the primary market, Misys lifted its seven-year U.S. dollar term loan B to $400 million from $300 million and set pricing at Libor plus 325 bps, the low end of the Libor plus 325 bps to 350 bps talk, according to a market source.

Also, the company reduced its seven-year euro-equivalent term loan B to $600 million (€535 million) from $700 million and trimmed pricing to Euribor plus 325 bps from talk of Euribor plus 350 bps to 375 bps, the source said.

Furthermore, the original issue discount guidance on the U.S. and euro term loan B debt was changed to 99.75 to par, from 99.5.

The U.S. and euro term loan B’s still have no floor.

The term loan B’s have a ticking fee of half the spread from Nov. 7 to Dec. 6 and the full spread thereafter.

Misys revolver, term A

Misys’ $1.5 billion-equivalent credit facility (BB) also includes a $200 million-equivalent five-year revolver and the $300 million-equivalent five-year term loan A, both priced at Libor/Euribor plus 250 bps.

Recommitments are due at the close of business on Monday, the source added.

Deutsche Bank Securities Inc. and Credit Suisse Securities (USA) LLC are the joint coordinators on the deal and bookrunners with Bank of America Merrill Lynch, Barclays, Goldman Sachs Bank USA, J.P. Morgan Securities LLC and Morgan Stanley Senior Funding Inc.

Proceeds will be used by the London-based provider of financial services software to refinance the existing loans.

Vertiv revised

Vertiv lifted its seven-year first-lien term loan to $2.32 billion from $2,285,000,000, raised pricing to Libor plus 500 bps from Libor plus 400 bps, modified the original issue discount talk to a range of 97 to 97.5 from 99, extended the 101 soft call protection to one year from six months and eliminated the MFN sunset, a source said.

The term loan still has a 1% Libor floor.

Included in the loan is a ticking fee of half the spread after 30 days and the full spread starting on day 61.

J.P. Morgan Securities LLC is leading the deal that will be used with $750 million of senior notes to help fund the acquisition by Platinum Equity and a group of co-investors of a majority stake in the company from Emerson in a transaction valued at $4 billion. The funds from the loan upsizing will be used for fees and expenses, the source added.

Closing is expected by Dec. 31, subject to customary regulatory approvals.

Vertiv is a Columbus, Ohio-based provider of thermal management, A/C and D/C power, transfer switches, services and information management systems for the data center and telecommunications industries.

Vantiv changes surface

Vantiv finalized pricing on its $515 million seven-year term loan B (BBB-) at Libor plus 250 bps, the low end of the Libor plus 250 bps to 275 bps talk, tightened the issue price to par from 99.75 and extended the 101 soft call protection to one year from six months, a market source said.

The loan still has a 0.75% Libor floor.

Recommitments were due at 4 p.m. ET on Friday, the source added.

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

Vantiv is a Symmes Township, Ohio-based provider of payment processing services and related technology solutions for merchants and financial institutions.

Zest updated

Zest Holdings set pricing on its fungible $70 million add-on first-lien term loan B (B3/B) due August 2020 at Libor plus 475 bps, the wide end of the Libor plus 450 bps to 475 bps talk, and changed the original issue discount to 99.5 from 99, according to a market source.

As before, the add-on loan has a 1% Libor floor, pricing on the existing term B will be revised from Libor plus 425 bps with a 1% Libor floor to match the add-on pricing, and all of the term B debt is getting 101 soft call protection for six months.

Recommitments were due at noon ET on Friday, the source said.

Deutsche Bank Securities Inc. and Citizens Bank are leading the add-on that will be used to refinance an existing second-lien term loan.

The first-lien term loan B will total $218 million including the add-on loan.

Zest, a Carlsbad, Calif.-based developer, manufacturer and supplier of solutions to treat natural teeth and implant supported restorations, expects to close on the add-on loan on Oct. 7.

Tronair sets spread

Tronair finalized pricing on its $125 million seven-year first-lien term loan B at Libor plus 475 bps, the high end of the Libor plus 450 bps to 475 bps talk, and left the 1% Libor floor, original issue discount of 99 and 101 soft call protection for six months intact, a source remarked.

The company’s $200 million credit facility also includes a $20 million five-year revolver and a $55 million second-lien tranche that was placed privately.

SG Americas Securities LLC and Golub Capital are leading the debt that will be used to help fund the buyout of the company by Golden Gate Capital from Levine Leichtman Capital Partners.

Tronair is a Holland, Ohio-based designer, manufacturer and seller of ground support equipment for business, commercial and military aircraft.

Intrawest readies repricing

Intrawest Operations Group set a lender call for 11 a.m. ET on Tuesday to launch a repricing of its roughly $555 million covenant-light term loan B due December 2020 from Libor plus 400 bps with a 1% Libor floor, according to a market source.

The repriced term loan is talked with a 1% Libor floor, a par issue price and 101 soft call protection for six months, the source said, adding that spread talk is not yet available.

Existing lender commitments/cashless roll deadline is noon ET on Oct. 7 and non-existing lender commitments are due on Oct. 11.

The existing term loan B is prepayable at par.

Deutsche Bank Securities Inc., Goldman Sachs Bank USA, Bank of America Merrill Lynch and Credit Suisse Securities (USA) LLC are leading the deal.

Intrawest is a Denver-based mountain resort, adventure and real estate company.

SRS allocates

In other news, SRS Distribution Inc.’s fungible $100 million incremental covenant-light first-lien term loan (B) due Aug. 25, 2022, allocated on Friday, a source said.

Pricing on the incremental loan is Libor plus 425 bps with a 1% Libor floor, in line with existing first-lien term loan pricing, and the debt has 101 soft call protection until June 21, 2017. The loan was issued at an original issue discount of 99.75, after tightening on Wednesday from 99.5.

Barclays and UBS Investment Bank are leading the deal that will be used to prepay an existing ABL draw and to fund general corporate purposes, including potential acquisitions.

First-lien leverage is 4 times, total leverage is 5 times, and net total leverage us 4.4 times.

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

DTI closes

The buyout of Epiq Systems Inc. by Omers Private Equity and Harvest Partners LP for $16.50 per share in cash, and combination of Epiq with DTI Holdco Inc., which is majority-owned by Omers, has been completed, according to a news release.

To help fund the transaction, DTI got a new $1,295,000,000 credit facility (B2/B) that includes a $100 million revolver, and a $1,195,000,000 seven-year covenant-light term loan B priced at Libor plus 525 bps with a 1% Libor floor, and sold at an original issue discount of 99. The term B has 101 soft call protection for one year.

During syndication, pricing on the term loan B firmed at the wide end of revised talk of Libor plus 500 bps to 525 bps and was lifted from initial talk of Libor plus 450 bps to 475 bps, the call protection was extended from six months, the 18-month MFN sunset was removed, and the incremental allowance was revised.

Bank of America Merrill Lynch, Goldman Sachs Bank USA, Antares Capital, Ares Capital Management LLC and Golub Capital LLC led the debt.

DTI is an Atlanta-based legal process outsourcing company. Epiq is a Kansas City, Kan.-based provider of integrated technology and services for the legal profession.

ON Semiconductor wraps

ON Semiconductor Corp. closed on its $2.4 billion covenant-light term loan B due March 2023, a news release said.

Pricing on the loan is Libor plus 325 bps with no floor, and it was issued at par. The debt has 101 soft call protection for six months.

Deutsche Bank Securities Inc., Bank of America Merrill Lynch, HSBC Securities (USA) Inc., BBVA and BMO Capital Markets are leading the deal that will be used to reprice an existing $2.2 billion term loan B from Libor plus 450 bps with a 0.75% Libor floor and to pay down revolver borrowings.

ON Semiconductor is a Phoenix-based semiconductor company.

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