Harbor, Focus, Tivity, US LBM, Precisely, RE/MAX, Cano break; At Home, Traeger revised

By Sara Rosenberg

New York, June 24 – Harbor Freight Tools USA Inc. firmed the spread on its term loan B at the low end of guidance, Focus Financial Partners Inc. moved some funds between its funded and delayed-draw term loans, widened the original issue discount and revised the delayed-draw ticking fees, and Tivity Health Inc. trimmed pricing on its first-lien term loan B and set the issue price at the tight side of talk, and then these deals broke for trading on Thursday.

Also, before freeing up for trading, US LBM changed the issue price on its term loan B-2 debt, Precisely upsized its add-on first-lien term loan and changed the original issue discount, and finalized the discount on its add-on second-lien term loan at the tight end of talk, and RE/MAX LLC set pricing on its term loan B at the low side of talk and tightened the original issue discount.

Other deals to make their way into the secondary market on Thursday included Cano Health LLC and HCA Inc.

In more happenings, At Home Group Inc. reduced the spread on its term loan B and adjusted the original issue discount, Traeger (TGP Holdings III LLC) lowered pricing on its first-lien term loan debt, added step-downs and set the original issue discount at the tight side of guidance, and Kantar modified price talk on its first-lien term loan B.

Furthermore, Shutterfly LLC, Ciox Health (CT Technologies Intermediate Holdings Inc.), Bingo Industries, RBmedia and Vivint (APX Group Inc.) announced price talk with launch.

Harbor updated, trades

Harbor Freight set pricing on its $2.985 billion senior secured covenant-lite term loan B (Ba3/BB-) due October 2027 at Libor plus 275 basis points, the low end of the Libor plus 275 bps to 300 bps talk, according to a market source.

As before, the term loan has a 0.5% Libor floor, a par issue price and 101 soft call protection for six months.

Recommitments were due at 10:30 a.m. ET on Thursday and the term loan B broke for trading in the afternoon, with levels quoted at par bid, par ¼ offered, another source added.

Credit Suisse Securities (USA) LLC is leading the deal that will be used to reprice an existing term loan B due October 2027 down from Libor plus 300 bps with a 0.75% Libor floor.

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

Focus reworked, frees

Focus Financial raised its funded seven-year first-lien term loan to $650 million from $400 million and scaled back its delayed-draw first-lien term loan to $150 million from $400 million, adjusted the original issue discount on the debt to 99.25 from 99.5, and changed the delayed-draw ticking fees to half the spread from days 31 to 60 and the full spread thereafter from half the spread from days 46 to 90 and the full spread thereafter, a market source remarked.

Pricing on the funded and delayed-draw term loans (BB-), which were sold as a strip, remained at Libor plus 250 bps with a 0.5% Libor floor, and the debt still has 101 soft call protection for six months.

Commitments continued to be due at noon ET on Thursday and the strip of funded and delayed-draw term loan debt began trading in the afternoon, with levels quoted at 99½ bid, par offered, a trader added.

RBC Capital Markets, Stone Point Capital Markets, KKR Capital Markets, BMO Capital Markets, Truist, Capital One, Fifth Third, Goldman Sachs Bank USA, MUFG, Regions, BofA Securities Inc. and Citizens Bank are leading the deal that will be used to fund acquisitions.

Focus Financial is a New York-based partnership of independent, fiduciary wealth management firms.

Tivity flexes, breaks

Tivity Health reduced pricing on its $400 million seven-year covenant-lite first-lien term loan B to Libor plus 425 bps from talk in the range of Libor plus 450 bps to 475 bps and finalized the original issue discount at 99.5, the tight end of the 99 to 99.5 talk, according to a market source.

The 0% Libor floor and 101 soft call protection for six months on the term loan were unchanged.

The company’s $500 million of senior secured credit facilities (B2/B+) also include a $100 million five-year revolver.

Recommitments were due at 11 a.m. ET on Thursday and the term loan B freed to trade later in the day, with levels quoted at par bid, par ¾ offered, a trader added.

Morgan Stanley Senior Funding Inc., Credit Suisse Securities (USA) LLC and Truist are leading the deal that will be used to refinance existing credit facilities and pay related fees, expenses and original issue discount.

Closing is expected during the week of June 28.

Tivity is a Franklin, Tenn.-based provider of fitness and health improvement programs.

US LBM modified

US LBM moved the original issue discount on its $800 million incremental term loan B-2 due Dec. 18, 2027 and $400 million incremental delayed-draw term loan B-2 due Dec. 18, 2027 to 99.026 from talk in the range of 98.56 to 99, a market source said.

Pricing on the term loans, which are being syndicated as a strip, is Libor plus 375 bps with a 0.75% Libor floor, in line with existing term loan B-1 pricing, and the term loan B-2 and existing term loan B-1 will get 101 soft call protection for six months.

Delayed-draw ticking fees are half the margin from says 46 to 90 and the full margin thereafter.

Availability of the delayed-draw loan is for 24 months, subject to 4.5x first-lien net leverage or first-lien net leverage immediately prior.

The term loan B-2 is intended to be merged with the existing term loan B-1 for trading purposes once the delayed-draw term loan B-2 is fully funded.

US LBM starts trading

Commitments for US LBM’s term loans were due at 2 p.m. ET on Thursday and the debt hit the secondary market later in the day, with levels quoted at 99 1/8 bid, 99 5/8 offered, another source added.

Barclays, Credit Suisse Securities (USA) LLC, BofA Securities Inc., Deutsche Bank Securities Inc., RBC Capital Markets, Truist and U.S. Bank are leading the deal.

The term loans will be used with $270 million of senior notes to fund the acquisition of American Construction Source from Angeles Equity Partners and Clearlake Capital Group, the acquisition of J.P. Hart Lumber and Hart Components, and other acquisitions under letters of intent.

US LBM is a Buffalo Grove, Ill.-based distributor of specialty building materials. American Construction is a Springfield, Mo.-based building materials distribution platform for custom home builders and repair and remodel contractors. J.P. Hart Lumber is a San Antonio-based building products distributor and manufacturer.

Precisely upsizes, frees

Precisely raised its add-on first-lien term loan to $355 million from $330 million and modified the original issue discount to 99.5 from talk in the range of 98.75 to 99, a market source remarked.

Additionally, the discount on the company’s $85 million add-on second-lien term loan was set at 99.25, the tight end of the 99 to 99.25 talk, the source said.

The first-lien term loan is priced at Libor plus 425 bps with a 0.75% Libor floor, and the second-lien term loan is priced at Libor plus 725 bps with a 0.75% Libor floor.

During the session, the debt made its way into the secondary market, with the add-on first-lien term loan quoted at 99 7/8 bid, par ¼ offered and the add-on second-lien term loan quoted at 99¾ bid, par ¾ offered, another source added.

JPMorgan Chase Bank is leading the deal that will fund the acquisition of Winshuttle, a Bothell, Wash.-based provider of process automation and master data management software, from Symphony Technology Group.

Precisely, a Clearlake Capital Group LP and TA Associates portfolio company, is a provider of data integrity software.

RE/MAX revised, breaks

RE/MAX firmed pricing on its $460 million seven-year term loan B (Ba3/BB) at Libor plus 250 bps, the low end of the Libor plus 250 bps to 275 bps talk, and adjusted the original issue discount to 99.75 from 99, a market source said.

The 0.5% Libor floor and 101 soft call protection for six months on the term loan were unchanged.

On Thursday, the term loan B freed up, with levels quoted at 99 7/8 bid, par 3/8 offered, another source added.

JPMorgan Chase Bank is leading the deal that will be used to refinance existing debt and to fund the acquisition of North America regions of RE/MAX Integra.

RE/MAX is a Denver-based franchisor of real estate brokerage services.

Cano hits secondary

Cano Health’s fungible $295 million incremental covenant-lite first-lien term loan (B2/B) due November 2027 began trading too, with levels quoted at par 1/8 bid, par 5/8 offered, a market source said.

Pricing on the incremental term loan is Libor plus 425 bps with a 0.75% Libor floor, in line with existing term loan pricing. The spread stepped down from Libor plus 450 bps upon the receipt of B2/B corporate family ratings. The incremental term loan was sold at an original issue discount of 99.75 and has 101 soft call protection for six months.

During syndication, the discount on the incremental term loan was tightened from 99.5.

Credit Suisse Securities (USA) LLC is leading the deal that will be used to help fund the acquisition of University Health Care, a private medical provider, for $540 million in cash and $60 million in equity.

Pro forma for the transaction, the first-lien term loan will total $549 million.

Cano Health is a Miami-based tech-powered, value-based care delivery platform.

HCA tops par

HCA’s $500 million term loan B-14 broke as well, with levels quoted at par 1/8 bid, par ½ offered, according to a market source.

Pricing on the term loan is Libor plus 175 bps with a 0% Libor floor and it was issued at par. The debt has 101 soft call protection for six months.

During syndication, the term loan B-14 was downsized from $1 billion and the issue price was tightened from 99.75.

BofA Securities Inc. is the left lead on the deal that will be used with bonds and a term loan A to repay term loan borrowings.

HCA is a Nashville-based health care services provider.

At Home tightens

Back in the primary market, At Home Group reduced pricing on its $600 million term loan B (B1/B) to Libor plus 425 bps from talk in the range of Libor plus 450 bps to 475 bps and revised the original issue discount to 99.25 from 99, a market source remarked.

The term loan still has a 0.5% Libor floor and 101 soft call protection for six months.

Recommitments were due at 1 p.m. ET on Thursday, accelerated from 5 p.m. ET on Thursday, the source added.

BofA Securities Inc., Barclays, Deutsche Bank Securities Inc. and Wells Fargo Securities LLC are leading the deal that will be used with $300 million of senior secured notes, $500 million of senior unsecured notes and equity to fund the buyout of the company by Hellman & Friedman for $37.00 per share in cash.

At Home is a Plano, Tex.-based home decor superstore.

Traeger changes emerge

Traeger trimmed pricing on its $510 million seven-year first-lien term loan and $50 million delayed-draw first-lien term loan to Libor plus 350 bps from Libor plus 400 bps, added a 25 bps step-down upon an initial public offering and a 25 bps step-down upon an upgrade to B1 (stable), and firmed the original issue discount at 99.5, the tight end of the 99 to 99.5 talk, according to a market source.

The term loan debt still has a 0.75% Libor floor and 101 soft call protection for six months.

The company’s $685 million of credit facilities (B2/B) also include a $125 million revolver.

Recommitments were due at 5 p.m. ET on Thursday, the source added.

Credit Suisse Securities (USA) LLC, Morgan Stanley Senior Funding Inc., MUFG, Jefferies LLC, BMO Capital Markets and RBC Capital Markets are leading the deal that will be used to refinance existing debt, fund cash to the balance sheet, and pay related fees and expenses.

Traeger is a Salt Lake City-based designer and marketer of outdoor cooking products.

Kantar tweaked

Kantar changed price talk on its $500 million first-lien term loan B (B2/B-) due December 2026 to a range of Libor plus 450 bps to 475 bps from Libor plus 500 bps, a market source remarked.

The term loan is still talked with a 0.75% Libor floor, an original issue discount of 99and 101 soft call protection for six months.

Commitments were due at the close of business on Thursday for U.S. accounts and are due at 8 a.m. ET on Friday for European accounts.

Goldman Sachs Bank USA, Morgan Stanley Senior Funding Inc., BofA Securities Inc., Barclays, Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc. and Jefferies LLC are leading the deal.

The loan will be used with $400 million of senior secured notes, a $350 million shareholder equity contribution and $150 million of cash on the balance sheet to fund the acquisition of Numerator.

At close, senior secured net debt is expected to be 3.9x and secured net debt is expected to be 4.5x.

Kantar is a London-based data analytics and brand consulting group. Numerator is a Chicago-based, tech-driven consumer and market intelligence company.

Shutterfly details surface

Shutterfly held its call on Thursday morning and launched a $1.023 billion senior secured term loan (B2) due Sept. 25, 2026 talked at Libor plus 500 bps with a 0.75% Libor floor, an original issue discount of 99.5 and 101 soft call protection for one year, according to a market source.

Commitments are due at 5 p.m. ET on June 30, the source added.

Barclays is the left lead on the deal that will be used to fund the roughly $225 million acquisition of Spoonflower, a Durham, N.C.-based marketplace connecting makers and consumers with artists, and to refinance existing debt.

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

Apollo Global Management LLC is the sponsor.

Shutterfly is a Redwood City, Calif.-based manufacturer and seller of customizable photo-based products and services.

Ciox holds call

Ciox Health hosted a lender call at 12:30 p.m. ET to launch a $670 million covenant-lite first-lien term loan (B3/B-) due December 2025 talked at Libor plus 425 bps to 450 bps with a 0.75% Libor floor, a par issue price and 101 soft call protection for six months, a market source said.

Commitments are due at 5 p.m. ET on June 29, the source added.

Credit Suisse Securities (USA) LLC is leading the deal that will be used to reprice an existing term loan down from Libor plus 500 bps with a 25 bps step-down at 3.7x total net leverage and a 1% Libor floor.

Ciox, formerly known as HealthPort, is an Alpharetta, Ga.-based provider of tech-enabled clinical data exchange services.

Bingo guidance

Bingo Industries came out with talk on the U.S. portion of its A$925 million equivalent of seven-year term loans at Libor plus 350 bps to 375 bps with two 25 bps step-downs at 0.5x and 1x inside closing date first-lien net leverage, a 0.5% Libor floor, an original issue discount of 99 and 101 soft call protection for six months, according to a market source.

The debt, which launched with a call in the afternoon, is split between an A$825 million equivalent (about $639 million) first-lien term loan and a A$100 million equivalent (about $77 million) delayed-draw term loan. There will be a minimum roughly $450 million tranche split pro rata across the funded and delayed-draw term loans.

Commitments are due on July 8, the source added.

Goldman Sachs, Wells Fargo, Antares Capital and MUFG are leading the deal that will be used with equity to fund the acquisition of the company by Macquarie Infrastructure and Real Assets for either A$3.45 cash per share, or a mixed cash and unlisted scrip alternative.

Bingo is a fully integrated recycling company with operations in Australia.

RBmedia proposed terms

RBmedia held a lender call at 2 p.m. ET, launching a fungible $150 million add-on term loan B due Aug. 31, 2025 talked with an original issue discount of 99.5 to 99.75, a market source remarked.

Like the existing term loan, the add-on term loan is priced at Libor plus 400 bps with a 0% Libor floor.

Commitments are due at noon ET on June 30, the source added.

Goldman Sachs Bank USA and KKR Capital Markets are leading the deal, which will be used to fund the acquisition of Kanopy, a video streaming service for public and academic libraries, by Overdrive, a Cleveland-based digital reading platform for libraries and schools that is part of RBmedia.

RBmedia is a Landover, Md.-based digital audiobook and related spoken-word content producer.

Vivint launches

Vivint held a call at 1 p.m. ET on Thursday and launched a $1.25 billion seven-year covenant-lite term loan B talked at Libor plus 375 bps with a 0.5% Libor floor, an original issue discount of 99.5 and 101 soft call protection for six months, according to a market source.

Commitments are due at noon ET on July 1, the source added.

BofA Securities Inc. is the left lead on the deal that will be used with $900 million of other unsecured debt and $140 million of cash from the balance sheet to refinance an existing term loan B, 7 7/8% senior secured notes due 2022, 8½% senior secured notes due 2024 and 7 5/8% senior notes due 2023.

The company also plans on getting a $350 million five-year revolver.

Pro forma for the transaction, net secured leverage will be 1.9x and net total leverage will be 2.8x.

Vivint is a Provo, Utah-based smart home services provider.

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