Anastasia Beverly Hills, California Cryobank, Vivint, Convergint free to trade

By Sara Rosenberg

New York, Aug. 3 – Anastasia Beverly Hills made a number of documentation changes to its credit agreement, and California Cryobank Life Sciences (GI Chill Acquisition LLC) firmed pricing on its first-lien term loan at the low side of talk, and then both of these deals broke for trading on Friday.

Also, Vivint (APX Group Inc.) increased the size of its term loan B, set the spread at the wide end of guidance and firmed the original issue discount at the tight side of talk before freeing up, and Convergint’s (Gopher Sub Inc.) incremental first-lien term loan hit the secondary market as well.

In more happenings, Travel Leaders Group LLC, Cushman & Wakefield, Del Frisco’s Restaurant Group Inc. and Penn National Gaming Inc. joined the near-term primary calendar.

Anastasia tweaked

Anastasia Beverly Hills expanded the MFN protection in its credit agreement to apply to pari passu incremental equivalent debt, ratio debt and acquisition debt, to apply to incremental debt not originally incurred under the non-ratio based basket, to apply to incremental debt incurred in connection with an acquisition or investment, and to apply to incremental debt that matures within 24 months of the closing date term loans from only 12 months previously, according to a market source.

Furthermore, the MFN threshold was reduced to the greater of $47 million and 25% of consolidated EBITDA from the greater of $141 million and 75% of consolidated EBITDA, the sunset provision was removed, and MFN will now be calculated on all-in-yield instead of interest rate margin.

Other documentation changes included adding a cap at the greater of $55 million and 30% of consolidated EBITDA to investments in restricted subsidiaries that are not loan parties, restricting transfers of material IP rights to unrestricted subsidiaries, and adding a 25% cap with respect to consolidated EBITDA add-backs consisting of “run rate” adjustments other than amounts added back in connection with the transactions, the source continued.

Anastasia additional revisions

Anastasia Beverly Hills also reduced permitted earlier maturity debt to the greater of $94 million and 50% of consolidated EBITDA from the greater of $185 million and 100% of consolidated EBITDA, and tightened the restricted payments ratio basket to 3 times total net leverage from 3.25 times.

In addition, the company reduced the contribution debt basket to 100% from 200%, removed the restricted payments debt basket and made the designation of unrestricted subsidiaries and the re-designation of restricted subsidiaries subject to no event of default, the source remarked.

Recommitments were scheduled to be due at 10:30 a.m. ET on Friday.

The company’s $800 million of credit facilities (B2/B/BB+) consist of a $150 million revolver and a $650 million seven-year covenant-light term loan B.

Anastasia hits secondary

After terms finalized, Anastasia Beverly Hills’ credit facilities allocated and freed to trade, with the term loan B quoted at 99¾ bid, par ¼ offered before moving up to par ¼ bid, par ½ offered, traders added.

Pricing on the term loan is Libor plus 375 basis points 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.

Earlier in syndication, the discount on the term loan was modified from 99.

RBC Capital Markets, Goldman Sachs Bank USA, UBS Investment Bank and Deutsche Bank Securities Inc. are leading the deal that will be used to help fund TPG Capital’s strategic minority investment in the company.

Anastasia Beverly Hills is a beauty and cosmetics company.

California Cryobank firms, breaks

California Cryobank finalized the spread on its $410 million covenant-light first-lien term loan (B2/B-) at Libor plus 400 bps, the low end of the Libor plus 400 bps to 425 bps talk, according to a market source.

As before, the first-lien term loan has a 25 bps pricing step-down, a 0% Libor floor, an original issue discount of 99.5 and 101 soft call protection for six months.

The first-lien term loan then made its way into the secondary market during the session, with levels seen by one trader at 99¾ bid, par ¼ offered and by a second trader at 99 7/8 bid, par 3/8 offered.

The company’s $612 million of credit facilities also include a $40 million revolver (B2/B-) and a $162 million privately-placed second-lien term loan.

Golub Capital is leading the deal that will be used to help fund the combination of Cord Blood Registry and California Cryobank and buyout by GI Partners. Cord Blood is being bought from AMAG Pharmaceuticals Inc. for $530 million in an all cash sale and California Cryobank is being purchased from Longitude Capital and NovaQuest.

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

California Cryobank Life Sciences is a Los Angeles-based donor reproductive tissue banking and umbilical cord blood/tissue stem cell collection and storage company.

Vivint updated, trades

Vivint lifted its 5.5-year covenant-light term loan B to $810 million from $560 million, firmed pricing at Libor plus 500 bps, the high end of the Libor plus 475 bps to 500 bps talk, and set the original issue discount at 99.5, the tight end of the 99 to 99.5 talk, a market source said.

The term loan still has no Libor floor and 101 soft call protection for six months.

Recommitments were due at noon ET on Friday and then the loan freed to trade, with levels quoted at 99¾ bid, par ¼ offered, a trader added.

Bank of America Merrill Lynch, Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., Goldman Sachs Bank USA, Blackstone Advisory, Citizens Bank, Macquarie Capital (USA) Inc., HSBC Securities (USA) Inc., Mizuho and Guggenheim are leading the deal that will be used to redeem 6.375% senior secured notes due 2019, to repay revolver borrowings, for general corporate purposes, including repayment of other debt, and to pay fees and expenses.

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

Convergint tops OID

Convergint’s $65 million incremental first-lien term loan due Feb. 1, 2025 also began trading, with levels quoted at 99 1/8 bid, 99½ offered, a trader remarked.

Pricing on the incremental loan is Libor plus 300 bps with a 0.75% Libor floor, in line with existing first-lien term loan pricing, and the new debt was sold at an original issue discount of 99.

On Thursday, the incremental term loan was upsized from $55 million and the discount was tightened from 98.75.

Credit Suisse Securities (USA) LLC is leading the deal that will be used to repay revolver borrowings and for general corporate purposes.

Convergint is a Schaumberg, Ill., service-based security systems integrator.

Travel Leaders readies deal

Back in the primary market, Travel Leaders Group scheduled a lender call for 2 p.m. ET on Monday to launch a $628,573,375 senior secured term loan B, a market source said.

Morgan Stanley Senior Funding Inc. is leading the deal that will be used to refinance an existing $528,573,375 senior secured term loan B and fund the acquisition of Bonotel Exclusive Travel.

Travel Leaders is a Plymouth, Minn.-based travel agency.

Cushman joins calendar

Cushman & Wakefield set a lender call for Monday to launch a $2.85 billion seven-year term loan B (BB-), according to a market source.

Commitments are due at 4 p.m. ET on Aug. 15, the source said.

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

Cushman & Wakefield is a Chicago-based commercial real estate services company.

Del Frisco’s coming soon

Del Frisco’s Restaurant Group will hold a bank meeting on Monday to launch a $315 million term loan B, a market source remarked.

J.P. Morgan Securities LLC and Citizens Bank are leading the deal that will be used to refinance debt used for the recent acquisition of Barteca Restaurant Group, a Norwalk, Conn.-based restaurant company.

Del Frisco’s is an Irving, Texas-based restaurant company.

Penn National on deck

Penn National Gaming set a bank meeting for 2 p.m. ET in New York on Monday to launch a new loan deal, according to a market source.

Bank of America Merrill Lynch is leading the transaction.

Penn National is a Wyomissing, Pa.-based owner and manager of gaming and racing facilities and video gaming terminal operations.

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