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Published on 8/9/2018 in the Prospect News Bank Loan Daily.

Verifone, Navex, Compass, Herbalife, Compuware, Newport, BJ’s break; Advisor Group reworked

By Sara Rosenberg

New York, Aug. 9 – Verifone Systems Inc. moved some funds between its first-and second-lien term loans and finalized spreads on the tranches at the low end of guidance, and Navex Global Inc. lowered pricing on its first-and second-lien term loans and firmed the issue price on the first-lien tranche at the tight side of talk, and then both of these deals freed up for trading on Thursday.

Also, Compass Power Generation LLC finalized the spread on its term loan B at the wide end of guidance before hitting the secondary market, and deals from Herbalife Nutrition Ltd., Compuware Corp., Newport Group and BJ’s Wholesale Club Inc. broke too.

In other news, Advisor Group Inc. upsized its term loan, set pricing at the low side of talk and tightened the original issue discount, and Cetera Financial Group, Veritext Corp. and Hoffmaster Group Inc. accelerated the commitment deadlines on their loan transactions.

Furthermore, Eastern Power LLC came to market with an add-on term loan B, and SS&C Technologies Inc. joined the near-term primary calendar.

Verifone tweaks deal

Verifone Systems increased its seven-year covenant-light first-lien term loan to $1.75 billion from $1.65 billion and set pricing at Libor plus 400 basis points, the low end of the Libor plus 400 bps to 425 bps talk, while leaving the 0% Libor floor, original issue discount of 99.5 and 101 soft call protection for six months unchanged, according to a market source.

Additionally, the company decreased its eight-year covenant-light second-lien term loan to $200 million from $300 million and firmed the spread at Libor plus 800 bps, the tight end of the Libor plus 800 bps to 825 bps talk, the source said. This tranche still has a 0% Libor floor, a discount of 99 and call protection of 102 in year one and 101 in year two.

The company’s $2.2 billion of senior secured credit facilities also include a $250 million revolver.

Recommitments were due at noon ET on Thursday.

Verifone starts trading

On Thursday afternoon, Verifone’s credit facilities emerged in the secondary market, with the first-lien term loan quoted at par ¼ bid, 101 offered and the second-lien term loan quoted at 99½ bid, par ½ offered, a trader added.

Credit Suisse Securities (USA) LLC, Barclays and RBC Capital Markets are leading the deal that will be used with about $1,629,000,000 of equity to fund the buyout of the company by an investor group led by Francisco Partners for $23.04 per share in cash, representing a total consideration of about $3.4 billion, which includes Verifone’s net debt.

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

Verifone is a San Jose, Calif.-based company that makes secure electronic payment equipment.

Navex flexes, breaks

Navex Global cut pricing on its $410 million seven-year covenant-light first-lien term loan (B2/B-) to Libor plus 325 bps from talk in the range of Libor plus 375 bps to 400 bps and set the original issue discount at 99.5, the tight end of the 99 to 99.5 talk, while leaving the 0% Libor floor and 101 soft call protection for six months unchanged, a market source said.

Also, pricing on the $154 million eight-year covenant-light second-lien term loan (Caa2/CCC) was trimmed to Libor plus 700 bps from talk in the range of Libor plus 750 bps to 775 bps, the source continued. This tranche still has a 0% Libor floor, a discount of 99 and hard call protection of 102 in year one and 101 in year two.

The company’s $639 million senior secured deal also includes a $75 million five-year revolver (B2/B-).

Recommitments were due at 12:30 p.m. ET and the debt freed up in the day, with the first-lien term loan quoted at 99¾ bid, par ¾ offered and the second-lien term loan quoted a par bid, 101 offered, a trader added.

Morgan Stanley Senior Funding Inc., Antares Capital, Golub Capital LLC and Macquarie Capital (USA) Inc. are leading the deal that will help fund the buyout of the company by BC Partners from Vista Equity Partners, which will retain a minority stake, to refinance existing debt, and to pay transaction related fees and expenses.

Closing is expected in early September.

Navex is a Portland, Ore.-based provider of ethics and compliance software, content and services.

Compass firms, trades

Compass Power Generation firmed pricing on its $744,136,000 senior secured term loan B due Dec. 20, 2024 at Libor plus 350 bps, the high end of the Libor plus 325 bps to 350 bps talk, according to a market source.

The term loan still has a 1% Libor floor, a par issue price and 101 soft call protection for six months.

After terms finalized, the B loan began trading and levels were seen at par 3/8 bid, par 7/8 offered, a trader added.

Morgan Stanley Senior Funding Inc. and MUFG are leading the deal that will be used to reprice an existing term loan B from Libor plus 375 bps with a 1% Libor floor.

Closing is expected during the week of Aug. 13.

Compass Power Generation, a Starwood Energy Group portfolio company, is a 1.2 GW natural gas power portfolio.

Herbalife frees up

Herbalife’s credit facilities broke in the afternoon, with the $750 million seven-year term loan B quoted at par ¼ bid, par ¾ offered, a trader said.

Pricing on the term loan B is Libor plus 325 bps with a 0% Libor floor and it was sold at an original issue discount of 99.75. The loan has 101 soft call protection for six months.

The company’s $1.25 billion of senior secured credit facilities also include a $250 million revolver and a $250 million term loan A.

On Wednesday, the term loan B was upsized from $600 million, pricing was cut from talk in the Libor plus 375 bps to 400 bps range and the discount was changed from 99.5. Also, the revolver was upsized from $200 million and the term loan A was upsized from $200 million.

Jefferies LLC, Rabobank, Citizens Bank, Citigroup Global Markets Inc., Fifth Third and Mizuho are leading the deal that will be used with $400 million of senior notes to refinance an existing credit facility and, due to the recent upsizings, to add cash to the balance sheet.

Herbalife is a Los Angeles-based nutrition and weight management company.

Compuware levels emerge

Compuware’s credit facilities also began trading during the session, with the $475 million seven-year first-lien term loan quoted at par ¼ bid, 101 offered, a trader remarked.

The term loan is priced at Libor plus 350 bps with a 0% Libor floor and it was sold at an original issue discount of 99.75. The debt has 101 soft call protection for six months.

On Wednesday, pricing on the term loan was reduced from talk in the range of Libor plus 400 bps to 425 bps and the discount was tightened from 99.5.

The company’s $535 million of credit facilities (B1/B) also include a $60 million five-year revolver.

Jefferies LLC, J.P. Morgan Securities LLC and Goldman Sachs Bank USA are leading the deal that will be used to repay the company’s existing HoldCo debt in connection with the spinoff of Dynatrace from the existing business.

Closing is expected during the week of Aug. 20.

Compuware is a Detroit-based technology performance company.

Newport hits secondary

Newport Group’s credit facilities freed to trade in the morning, with the $240 million seven-year covenant-light first-lien term loan (B2/B) quoted at par bid, par ¾ offered, according to a trader.

Pricing on the first-lien term loan is Libor plus 375 bps with a 0% Libor floor and it was sold at an original issue discount of 99.5. The debt has 101 soft call protection for six months.

During syndication, pricing on the first-lien term loan firmed at the wide end of the Libor plus 350 bps to 375 bps talk.

The company’s $330 million of senior secured credit facilities also include a $30 million revolver (B2/B) and a $60 million privately placed second-lien term loan.

RBC Capital Markets, SunTrust Robinson Humphrey Inc., Capital One and Fifth Third are leading the deal that will be used to finance Kelso & Co.’s acquisition of a majority stake in the company. Existing investors Stone Point Capital and management will retain a significant interest in the company.

Closing is expected in late August/early September.

Newport Group is a Walnut Creek, Calif.-based provider of retirement services and consulting services related to retirement plans.

BJ’s tops par

BJ’s Wholesale Club’s $1,537,700,000 first-lien term loan due Feb. 3, 2024 broke as well, with levels seen at par 1/8 bid, par 3/8 offered, a trader remarked.

Pricing on the term loan is Libor plus 300 bps with a step-down to Libor plus 275 bps at 3 times first-lien net leverage and a 0% Libor floor. The debt was issued at par and has 101 soft call protection for six months.

On Wednesday, the term loan was downsized from $1,637,700,000.

Nomura, Bank of America Merrill Lynch and Deutsche Bank Securities Inc. are leading the deal that will be used to reprice from Libor plus 350 bps with a 1% Libor floor an existing first-lien term loan, which is being reduced from a size of $1,887,700,000 (post an Aug. 3 amortization payment) with excess proceeds from a recently priced initial public offering and borrowings under an ABL revolver. The amount of ABL borrowings being used for the transaction was increased by $100 million with the recent downsizing.

Closing is expected during the week of Aug. 13.

BJ’s is a Westborough, Mass.-based operator of warehouse clubs.

Advisor Group revised

Back in the primary market, Advisor Group raised its seven-year first-lien term loan to $650 million from $600 million, finalized pricing at Libor plus 375 bps, the low end of the Libor plus 375 bps to 400 bps talk, and changed the original issue discount to 99.75 from 99.5, a market source remarked.

Furthermore, the MFN was changed to 50 bps for life with no carve-outs except if the incremental term loan maturity is less than two years from the existing term loan, from 50 bps MFN for 12 months with carve-outs, the incremental was revised to remove the inside maturity carve-out and the look-forward under EBITDA was shortened to 18 months from 24 months, the source added.

As before, the term loan has a 0% Libor floor and 101 soft call protection for six months.

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

Barclays is the left lead on the deal that will be used to refinance existing debt, fund the acquisition of Signator Investors Inc., a broker-dealer and investment adviser, fund a dividend, and pay fees and expenses.

Lightyear Capital and PSP Investments are the sponsors.

Advisor Group is a Phoenix-based network of independent financial advisory firms.

Cetera modifies timing

Cetera Financial Group accelerated the commitment deadline on its $1,115,000,000 of credit facilities to 5 p.m. ET on Monday from Wednesday, according to a market source.

The facilities consist of a $100 million five-year revolver (B2/B-), a $775 million seven-year covenant-light first-lien term loan (B2/B-) and a $240 million eight-year covenant-light second-lien term loan (Caa2/CCC).

Talk on the first-lien term loan is Libor plus 425 bps to 450 bps with a 0% Libor floor, an original issue discount of 99.5 and 101 soft call protection for six months, and talk on the second-lien term loan is Libor plus 825 bps to 850 bps with a 0% Libor floor, a discount of 99 and call protection of 102 in year one and 101 in year two.

UBS Investment Bank, Deutsche Bank Securities Inc., Goldman Sachs Bank USA, SunTrust Robinson Humphrey Inc., Antares Capital and Jefferies LLC are leading the deal that will be used to help fund the buyout of the company by Genstar Capital.

Leverage through the second-lien debt will be about 5.5 times.

Closing is subject to regulatory approvals and other customary conditions.

Cetera is an El Segundo, Calif.-based network of financial advisers.

Veritext accelerated

Veritext moved up the commitment deadline on its $495 million of senior secured credit facilities to 2 p.m. ET on Monday from noon ET on Tuesday, according to a market source.

The facilities consist of a $40 million five-year revolver, a $300 million seven-year first-lien term loan, a $50 million delayed-draw first-lien term loan and a $105 million eight-year second-lien term loan.

Talk on the first-lien term loan is Libor plus 375 bps with a 0% Libor floor, an original issue discount of 99.5 and 101 soft call protection for six months, and talk on the second-lien term loan is Libor plus 725 bps with a 0% Libor floor, a discount of 99 and hard call protection of 102 in year one and 101 in year two.

The delayed-draw term loan has a 24-month commitment period and a ticking fee of half the spread from days 61 to 120 and the full spread thereafter.

Jefferies LLC, BNP Paribas Securities Corp. and Macquarie Capital (USA) Inc. are leading the deal that will be used to help fund the buyout of the company by Leonard Green & Partners LP.

Veritext is a Livingston, N.J.-based provider of deposition and litigation support solutions for law firms and corporations.

Hoffmaster moves deadline

Hoffmaster Group accelerated the commitment deadline on its fungible $37 million incremental term loan B to noon ET on Friday from 5 p.m. ET on Tuesday, a market source said.

Pricing on the incremental term loan is Libor plus 400 bps with a 0% Libor floor, in line with existing term loan pricing, and the new debt is talked with an original issue discount of 99.5.

Like the existing term loan, the incremental loan has 101 soft call protection until Dec. 11.

RBC Capital Markets is leading the deal that will be used to repay revolver drawings that were used to fund the acquisition of Aardvark Straws.

Hoffmaster is an Oshkosh, Wis.-based producer of specialty disposable tabletop products.

Eastern Power holds call

Eastern Power hosted a lender call at 11 a.m. ET on Thursday to launch a $200 million add-on term loan B due Oct. 2, 2023 talked with an original issue discount of 99.5, a market source remarked.

The add-on term loan is priced at Libor plus 375 bps with a 1% Libor floor, and has 101 soft call protection for six months.

Morgan Stanley Senior Funding Inc. and MUFG are leading the deal that will be used to make a special dividend and to pay fees and transaction costs.

The company is also seeking an amendment to its existing credit facility and lenders are offered a 25 bps consent fee, the source added.

Commitments/consents are due at noon ET on Aug. 16.

Eastern Power is an owner of gas-fired electric generating stations.

SS&C readies loan

SS&C Technologies set a lender call for 11 a.m. ET on Monday to launch a $950 million incremental first-lien term loan B-3 (BB) due April 2025 talked at Libor plus 250 bps with a 25 bps step-down at senior secured net leverage of less than 4.75 times, a 0% Libor floor, an original issue discount of 99 to 99.5 and 101 soft call protection until October, according to a market source.

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

Credit Suisse Securities (USA) LLC is leading the deal that will be used to help fund the acquisition of Eze Software, a Boston-based provider of investment technology, from TPG Capital for $1.45 billion.

Closing is expected in the fourth quarter, subject to regulatory approval and other customary conditions.

SS&C is a Windsor, Conn.-based provider of investment and financial software-enabled services and software for the financial services and healthcare industries.


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