Consol, Lumos, Truck Hero break; Young Innovations revised; Big Ass, Lyons accelerated

By Sara Rosenberg

New York, Oct. 30 – Consol Mining Corp. (to be renamed Consol Energy Inc.) played around with its term loan B size, widened the spread and original issue discount, and sweetened the call protection before freeing up for trading on Monday.

Also, Lumos Networks Corp. (MTN Infrastructure TopCo Inc.) and Truck Hero Inc. saw their deals hit the secondary market, and Vistra Energy’s term loan was a bit lower following news that the company will be combining with Dynegy Inc.

In more happenings, Young Innovations Inc. reduced the size of its first-lien delayed-draw term loan, and Big Ass Solutions (Big Ass Fans LLC) and Lyons Magnus Inc. moved up the commitment deadlines on their loans.

Furthermore, Western Digital Corp. and Life Time Inc. released price talk with launch, and Cryolife Inc., Trader Corp., Tortoise Investments LLC Wall Street Systems and ION Trading Technologies joined the near-term primary calendar.

Consol reworked, trades

Consol Mining trimmed its five-year covenant-light term loan B to $375 million from $400 million and then returned the size to $400 million, lifted pricing to Libor plus 600 bps from Libor plus 525 bps, revised the original issue discount to 98 from 99 and changed the call protection to non-callable for one year, then at 102 in year two and 101 in year three from 101 soft call protection for one year, a market source said.

The term loan B still has a 1% Libor floor.

Changes were also made to the excess cash flow sweep, the incremental allowance, the capital lease basket, the general liens basket, the general investments basket, the JV investments basket, the share repurchase basket, the conditions for the repayment of revenue bonds and the cumulative credit, the source continued.

With terms finalized, the B loan began trading late day and levels were quoted at 99 bid, par offered, another source added.

The company’s $800 million of credit facilities also include a $300 million four-year revolver and a $100 million four-year term loan A.

Consol Mining leads

Citigroup Global Markets Inc., J.P. Morgan Securities LLC, PNC Capital Markets and Bank of America Merrill Lynch are leading Consol Mining’s credit facilities.

Proceeds will be used with $300 million of second-lien notes, downsized from an initial amount of $350 million, to help fund the separation of Consol Mining from Consol Energy Inc.

Under the transaction, Canonsburg, Pa.-based Consol Mining will take the Pennsylvania mining complex, Consol’s ownership interest in CNX Coal Resources LP, the marine terminal at Baltimore Port, undeveloped coal reserves located in the Northern Appalachian, Central Appalachian and Illinois basins and related coal assets and liabilities.

The remaining Consol company will own the exploration and production assets, specifically developed and undeveloped oil and gas properties, both leased and owned in fee, located primarily in Appalachia, with a primary focus in the continued development of Marcellus Shale acreage and the delineation and development of Utica Shale acreage, along with water services and land resource management services.

Closing is expected in mid-to-late November.

Lumos frees up

Lumos Networks’ credit facilities broke for trading too, with the $485 million seven-year covenant-light first-lien funded term loan B quoted at par 3/8 bid, par 7/8 offered and the $475 million unfunded term loan B quoted at par bid, par ½ offered, according to a trader.

Pricing on the term loan debt is Libor plus 325 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 six months. Included in the unfunded term loan B is a ticking fee of half the spread from days 46 to 75 and the full spread thereafter.

On Friday, the $475 million unfunded term loan B that will be fungible upon closing, expected in the first quarter of 2018, was added to the capital structure, and pricing on the term loan B was lowered from talk in the range of Libor plus 350 bps to 375 bps.

The company’s $1,085,000,000 of senior secured credit facilities also provide for a $125 million five-year revolver that was upsized during syndication from $65 million. This tranche is priced at Libor plus 325 bps with a 0% Libor floor.

Lumos being acquired

Proceeds from Lumos’ funded term loan will be used to help fund its buyout by EQT Infrastructure for $18.00 per share, resulting in an enterprise value of about $950 million.

The unfunded term loan will be used to help fund EQT’s acquisition of a majority stake of Spirit Communications from its founding partners who will retain a significant ownership interest in the company.

The revolver is split into a $75 million current tranche and $50 million that will become available upon the close of the Spirit transaction.

Morgan Stanley Senior Funding Inc. and Goldman Sachs Bank USA are the lead banks on the funded term loan B, and Morgan Stanley, Goldman Sachs and SunTrust Robinson Humphrey Inc. are the leads on the unfunded term loan B.

Closing on the funded term loan is expected in late November.

Lumos is a Waynesboro, Va.-based fiber-based service provider in the Mid-Atlantic region. Spirit is a Columbia, S.C.-based pure-play provider of fiber based data and broadband services.

Truck Hero accelerated, breaks

Truck Hero moved up the commitment deadline on its fungible $190 million add-on first-lien term loan (B) due April, 21, 2024 to 1 p.m. ET on Monday from noon ET on Tuesday, a market source said.

Pricing on the first-lien term loan is Libor plus 400 bps with a 1% Libor floor, and the add-on term loan was sold at an original issue discount of 99.5. The first-lien term loan is getting 101 soft call protection for six months.

The company is also getting a $45 million add-on second-lien term loan (CCC+) due April 21, 2025 that was pre-placed at a discount of 99. Pricing on the second-lien loan is Libor plus 825 bps with a 1% Libor floor.

The debt emerged in the secondary market during the session, with the first-lien loan quoted at 99 7/8 bid, par offered and the second-lien loan quoted at par ¼ bid, 101¾ offered, the source added.

Jefferies is leading the deal that will be used to fund the acquisition of Omix-ADA Inc.

Closing on the acquisition is expected by the end of October.

Truck Hero is an Ann Arbor, Mich.-based provider of truck bed covers and other truck and Jeep accessories. Omix-ADA is a Suwanee, Ga.-based developer and supplier of Jeep and off-road parts, accessories and floor liners.

Vistra softens

Also in trading, Vistra’s term loan dropped three eighths of a point to par 1/8 bid, par ½ offered after it was announced that the company is merging with Dynegy in a tax-free, all-stock transaction, a trader remarked.

Dynegy’s term loan was unchanged post-news at par ½ bid, 101 offered, the trader added.

Under the agreement, Dynegy shareholders will receive 0.652 shares of Vistra Energy common stock for each share of Dynegy common stock they own, resulting in Vistra Energy and Dynegy shareholders owning approximately 79% and 21%, respectively, of the combined company.

The transaction will not require any refinancing of Vistra Energy’s or Dynegy’s debt, but preserves flexibility for opportunistic refinancing at, or after, closing, a news release said.

The combined company is projected to have a market capitalization in excess of $10 billion, an enterprise value greater than $20 billion, pro forma liquidity of about $3.9 billion as of April 30, 2018 and the ability to reduce gross debt to EBITDA to 3 times by year-end 2019.

Closing is expected in the second quarter of 2018, subject to regulatory approvals, approval by the shareholders of Vistra Energy and Dynegy and other customary conditions.

Vistra, formerly known as Texas Competitive Electric Holdings Co. LLC, is a Dallas-based power generator and retail electric provider. Dynegy is a Houston-based energy company.

American Airlines steady

American Airlines Inc.’s $990 million senior secured term loan due April 28, 2023 was seen at par 1/8 bid, par 3/8 offered on Monday, in line with where it was quoted on Friday after freeing up for trading, according to a trader.

The deal wrapped in line with talk at Libor plus 200 bps with a 0% Libor floor, a par issue price and 101 soft call protection for six months.

Barclays, Citigroup Global Markets Inc., Morgan Stanley Senior Funding Inc., J.P. Morgan Securities LLC, Goldman Sachs Bank USA, Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., Credit Agricole, U.S. Bank, BNP Paribas Securities Corp., ICBC, Sumitomo, Standard Chartered Bank and Texas Capital Bank are leading the deal that is being used to reprice an existing term loan due 2023 from Libor plus 250 bps with a 0.75% Libor floor.

American Airlines is a Fort Worth, Texas-based airline company.

Young tweaks deal

Back in the primary market, Young Innovations cut its seven-year covenant-light first-lien delayed-draw term loan to $67.5 million from $100 million and outlined that the original issue discount would be paid upfront at closing instead of paid at the time of the draw, according to a market source.

As before, the delayed-draw loan has a 12-month delayed-draw period and a ticking fee of 100 bps after 60 days.

The delayed-draw term loan and the company’s $270 million funded seven-year covenant-light first-lien term loan are still talked is Libor plus 375 bps to 400 bps with a 1% Libor floor and an original issue discount of 99.5. The first-lien term loan has 101 soft call protection for six months.

Commitments continue to be due on Thursday, the source said.

The company’s now $507.5 million of credit facilities also include a $50 million revolver and a $120 million eight-year second-lien term loan that was pre-placed.

Jefferies LLC, Antares Capital, Madison Capital and Neuberger Berman are leading the deal that will be used to help fund the buyout of the company by Jordan Co.

Young Innovations is an Algonquin, Ill.-based developer and manufacturer of consumable dental products.

Big Ass changes deadline

Big Ass Solutions accelerated the commitment deadline on its $290 million of credit facilities (B2/B) to 5 p.m. ET on Friday from 5 p.m. ET on Nov. 8, according to a market source.

The facilities consist of a $40 million revolver, and a $250 million 6.5-year covenant-light first-lien term loan talked at Libor plus 475 bps to 500 bps with a 1% Libor floor, an original issue discount of 99.5 and 101 soft call protection for six months.

Credit Suisse Securities (USA) LLC and SunTrust Robinson Humphrey Inc. are leading the deal that will be used to help fund the buyout of the company by Lindsay Goldberg.

Big Ass Solutions is a Lexington, Ky.-based producer of high volume, low speed and connected fans.

Lyons revises timing

Lyons Magnus moved up the commitment deadline on its $190 million seven-year covenant-light first-lien term loan B (B1/B-) to 5 p.m. ET on Thursday from Nov. 7, a market source said.

Talk on the term loan is Libor plus 450 bps with a 1% Libor floor, an original issue discount of 99 to 99.5 and 101 soft call protection for six months.

RBC Capital Markets and Bank of Ireland are leading the deal that will be used to help fund the buyout of the company by Paine Schwartz Partners.

Lyons Magnus is a Fresno, Calif.-based food and beverage manufacturing company.

Western Digital repricing

Western Digital launched in the morning a $2,963,000,000 term loan B talked at Libor plus 200 bps to 225 bps with a 0% Libor floor, a par issue price and 101 soft call protection for six months, a market source remarked.

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

Bank of America Merrill Lynch, Mizuho and J.P. Morgan Securities LLC are leading the deal that will be used to reprice an existing term loan B down from Libor plus 275 bps with a 0.75% Libor floor.

Western Digital is an Irvine, Calif.-based developer and manufacturer of storage solutions that enable people to create, manage, experience and preserve digital content.

Life Time launches

Life Time launched to lenders on Monday with no lender call a $1,321,000,000 covenant-light term loan B due June 15, 2022 talked at Libor plus 275 bps with a 1% Libor floor, a par issue price and 101 soft call protection for six months, according to a market source.

Commitments are due at 5 p.m. ET on Nov. 7, the source said.

Deutsche Bank Securities Inc. is leading the deal that will be used to reprice an existing term loan B down from Libor plus 300 bps with a 1% Libor floor.

Life Time is a Chanhassen, Minn.-based operator of sports, professional fitness, family recreation and spa destinations.

Cryolife on deck

Cryolife set a bank meeting for 10 a.m. ET in New York on Wednesday to launch $255 million of credit facilities, a market source remarked.

The facilities consist of a $30 million revolver and a $225 million covenant-light first-lien term loan B due November 2024, the source added.

Deutsche Bank Securities Inc., Capital One Bank and Fifth Third Bank are leading the deal that will be used with cash on hand to fund the acquisition of Jotec AG, a German-based developer of technologically differentiated endovascular stent grafts, and cardiac and vascular surgical grafts, and to refinance an existing $69 million term loan.

Jotec is being bought for an upfront payment of $225 million, subject to certain adjustments, consisting of 75% in cash and 25% in CryoLife common stock issued to Jotec’s shareholders.

Closing is expected this year, subject to customary conditions.

CryoLife is a Kennesaw, Ga.-based medical device and tissue processing company focused on cardiac and vascular surgery.

Trader coming soon

Trader Corp. will hold a lender call at 9:30 a.m. ET on Tuesday to launch a $362 million first-lien term loan, a market source said.

Commitments are due at noon ET on Nov. 6, the source added.

Goldman Sachs Bank USA, J.P. Morgan Securities LLC and Macquarie Capital (USA) Inc. are leading the deal that will be used to reprice an existing term loan.

Trader Corp. is an Etobicoke, Ont.-based digital automotive marketplace.

Tortoise sets meeting

Tortoise Investments scheduled a bank meeting for 10 a.m. ET on Thursday to launch its senior secured credit facilities, according to a market source.

UBS Investment Bank and Credit Suisse Securities (USA) LLC are leading the deal that will be used to help fund the acquisition of the company by Lovell Minnick Partners.

Closing is expected by the end of the first quarter of 2018, subject to standard regulatory, client and fund shareholder approvals.

Tortoise is a Leawood, Kan.-based provider of investment solutions and market insights.

Wall Street readies deal

Wall Street Systems will hold a bank meeting at 9:30 a.m. ET on Wednesday to launch senior secured credit facilities, a market source said.

UBS Investment Bank is leading the deal that will be used for a dividend recapitalization.

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

ION joins calendar

ION Trading Technologies set a bank meeting for 10:30 a.m. ET on Wednesday to launch senior secured credit facilities, according to a market source.

UBS Investment Bank is leading the deal that will be used for a dividend recapitalization.

ION Trading is a software provider of trading, treasury and workflow solutions.

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