GGP, Avolon, ESH Hospitality break; Vistra Group, Senneca Holdings, NEP Group changes emerge

By Sara Rosenberg

New York, May 7 – GGP Inc. finalized the spread on its term loan B at the high end of talk before freeing up for trading on Monday, and deals from Avolon and ESH Hospitality Inc. made their way into the secondary market as well.

In more happenings, Vistra Group modified the original issue discount on its term loan, Senneca Holdings lifted pricing on its first-lien term loans, and NEP Group Inc. increased the size of its add-on term loan B and firmed the issue price at the tight side of guidance.

Also, Vistra Energy (Vistra Operating Co. LLC), Hearthside Food Solutions LLC, GMS Inc. (GYP Holdings III Corp.), Western Digital Corp., American Airlines Inc., Berry Global Group Inc., Southwire Co. LLC, Big Jack’s Holdings LP (Jack’s Family Restaurant) and Keane Group Holdings LLC released price talk with launch.

Furthermore, LifeScan Global Corp., Renaissance Learning, Blackhawk Network Holdings Inc., Trinseo SA, Miller’s Ale House Inc. and Securus Technologies Holdings Inc. joined this week’s primary calendar.

GGP firms spread

GGP set pricing on its $2 billion seven-year covenant-light term loan B at Libor plus 250 basis points, the high end of the Libor plus 225 bps to 250 bps talk, and left the 0% Libor floor, original issue discount of 99.5 and 101 soft call protection for six months unchanged, according to a market source.

The term loan B has a ticking fee of half the margin from days 31 to 60, the full margin from days 61 to 90 and the full margin plus Libor thereafter.

The company’s $7 billion of senior secured credit facilities (Ba3) also include a $1.5 billion revolver, a $1.5 billion term loan A-1 and a $2 billion term loan A-2.

Morgan Stanley Senior Funding Inc., Wells Fargo Securities LLC, Deutsche Bank Securities Inc., RBC Capital Markets, Bank of America Merrill Lynch, Barclays, HSBC Securities (USA) Inc., Sumitomo Mitsui Banking Corp. and TD Securities LLC are leading the deal. Wells Fargo is the agent.

GGP hits secondary

After final terms were put in place, GGP’s bank debt broke for trading and the term loan B was quoted at 99¾ bid, par ¼ offered, a trader added.

The credit facilities will be used to fund Brookfield Property Partners LP’s acquisition of all outstanding shares of common stock of GGP for either $23.50 in cash per share or one Brookfield Property unit or one share of a new Brookfield Property U.S. REIT security per share, subject to proration based on aggregate cash consideration of $9.25 billion.

Closing is expected early in the third quarter, subject to the approval GGP shareholders and customary conditions.

GGP is a Chicago-based owner, manager, leaser and redeveloper of high-quality retail properties. Brookfield Property is a commercial real estate company.

Avolon frees up

Avolon’s roughly $4.75 billion senior secured term loan B-3 (pro forma for an about $200 million paydown) due Jan. 15, 2025 began trading too, with levels seen at par bid, par ¼ offered, a trader remarked.

Pricing on the loan is Libor plus 200 bps with a 0.75% Libor floor and it was sold at an original issue discount of 99.75. The debt has 101 soft call protection for one year.

On Friday, pricing on the term loan was increased from Libor plus 175 bps and the call protection was extended from six months.

Morgan Stanley Senior Funding Inc., J.P. Morgan Securities LLC, Barclays, Credit Agricole, UBS Investment Bank, BNP Paribas Securities Corp., SunTrust Robinson Humphrey Inc. and Fifth Third are leading the deal that will be used to extend and reprice the company’s existing term loan B-2.

Closing is expected on Wednesday.

Avolon is an Ireland-based provider of aircraft leasing and lease management services.

ESH tops par

ESH Hospitality’s $1,221,000,000 covenant-light term loan B due August 2023 also emerged in the secondary market, with levels quoted at par ¼ bid, par ½ offered, a trader said.

Pricing on the term loan is Libor plus 200 bps with a 25 bps step-down based on ratings and a 0% Libor floor. The debt has 101 soft call protection for six months and was issued at par.

J.P. Morgan Securities LLC is leading the deal that will be used to reprice an existing term loan down from Libor plus 225 bps with a step-down to Libor plus 200 bps based on ratings and a 0% Libor floor.

Extended Stay is a Charlotte, N.C.-based owner/operator of company-branded hotels.

Vistra Group revised

Back in the primary market, Vistra Group tightened the original issue discount on its roughly $575 million senior secured first-lien term loan due October 2022 to 99.875 from 99.75, according to a market source.

The term loan is still priced at Libor plus 300 bps with a 1% Libor floor and has 101 soft call protection for six months.

Recommitments were due at the close of business on Monday for U.S. investors and are due at 11 a.m. GMT on Tuesday for UK accounts, the source said, adding that allocations are targeted for Tuesday.

Goldman Sachs Bank USA is leading the deal, which will be used to refinance an existing $285.9 million first-lien term loan priced at Libor plus 325 bps with a 1% Libor floor, to fund an acquisition and for general corporate purposes.

Baring Private Equity is the sponsor.

Vistra Group is a provider of company formations, trust, corporate and fund administration services.

Senneca flexes

Senneca Holdings raised pricing on its $240 million seven-year first-lien term loan and $75 million delayed-draw first-lien term loan to Libor plus 400 bps from talk in the range of Libor plus 350 bps to 375 bps and added a total net leverage maintenance covenant to the originally covenant-light term loans, a market source said.

As before, the term loan debt has a 1% Libor floor, an original issue discount of 99.5 and 101 soft call protection for six months, and the delayed-draw term loan has a two-year drawdown period and an unused fee of 0% for the first 60 days, 1% for days 61 to 120 and 2% thereafter.

Senneca’s $480 million of credit facilities also include a $40 million five-year revolver, a $100 million privately placed second-lien term loan and a $25 million privately placed delayed-draw second-lien term loan.

The source explained that the flex to the loans was a result of the company’s decision to pursue a non-rated execution of the first-lien debt.

The first-lien loans are now set to be placed with a select group of relationship lenders, the source added.

Antares Capital is the lead arranger on the deal that will be used to help fund the buyout of the company by Kohlberg & Co. Golub Capital is a joint lead arranger on the first-lien debt.

Senneca is a Cincinnati-based provider of made-to-order specialty commercial door systems and enclosures.

NEP tweaks loan

NEP Group lifted its add-on term loan B due July 21, 2022 to $140 million from $125 million and finalized the issue price at par, the tight end of the 99.75 to par talk, a market source remarked.

The add-on term loan is still priced at Libor plus 325 bps with a 1% Libor floor and has 101 soft call protection for six months.

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

Barclays and J.P. Morgan Securities LLC are leading the deal that will be used to pay down revolver borrowings.

NEP is a Pittsburgh-based outsourced provider of comprehensive live and broadcast production solutions.

Vistra Energy details emerge

Vistra Energy held its lender call on Monday and shortly before the event kicked off it was disclosed that the company would be launching a $2,814,000,000 covenant-light first-lien term loan B-1 due August 2023 and a $2.05 billion covenant-light first-lien term loan B-3 due December 2025, according to a market source.

The term loans are talked at Libor plus 200 bps with a 0% Libor floor and 101 soft call protection for six months, the source said. The term loan B-1 is offered at par and the term loan B-3 is talked with an original issue discount of 99.75 to 99.875.

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

Credit Suisse Securities (USA) LLC is leading the deal that will be used to reprice an existing term loan B-1 down from Libor plus 250 bps with a 0.75% Libor floor and to refinance existing debt.

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

Hearthside floats terms

Hearthside Food launched at its afternoon bank meeting its $1.12 billion seven-year senior secured first-lien term loan at talk of Libor plus 325 bps with two 25 bps step downs at 0.5 times and 1 times inside closing date first-lien net leverage, a 0% Libor floor, an original issue discount of 99.5 and 101 soft call protection for six months, a market source remarked.

The company’s $1.27 billion of credit facilities (B) also include a $150 million revolver.

Commitments are due on May 17, the source added.

Goldman Sachs Bank USA, Barclays, Nomura, Antares Capital, Credit Suisse Securities (USA) LLC, RBC Capital Markets and Jefferies LLC are leading the deal that will be used to help fund the buyout of the company by Charlesbank Capital Partners and Partners Group from Goldman Sachs and Vestar Capital Partners.

Hearthside is a Downers Grove, Ill.-based bakery, nutrition bar, snack and customized solutions contract manufacturer for packaged food products.

GMS reveals talk

GMS came out with talk of Libor plus 275 bps with a 0% Libor floor, an original issue discount of 99.75 and 101 soft call protection for six months on its $998 million seven-year first-lien term loan B (BB-) that launched with a morning lender call, a market source said.

Commitments are due at noon ET on May 17, the source added.

Barclays and Credit Suisse Securities (USA) LLC are leading the deal. Credit Suisse is the administrative agent.

The loan will be used to extend the maturity and reprice from Libor plus 300 bps with a 0% Libor floor an existing $573 million first-lien term loan B, and the $425 million of incremental term loan B debt will be used to help fund the acquisition of WSB Titan, a Toronto-based gypsum specialty dealer, from current management and TorQuest Partners for about $627 million.

Lenders who roll will receive a 25 bps fee on the amount rolled.

Closing is expected late in the second quarter, subject to the expiration or termination of the applicable waiting periods under the Canadian Competition Act and other customary conditions.

GMS is a Tucker, Ga.-based distributor of wallboard and suspended ceilings systems.

Western Digital launches

Western Digital came to market in the morning with a $2,455,000,000 covenant-light term loan B (Baa2/BBB-/BBB-) due April 29, 2023 talked at Libor plus 175 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 noon ET on Thursday, the source added.

Bank of America Merrill Lynch, J.P. Morgan Securities LLC, Mizuho, RBC Capital Markets and Wells Fargo Securities LLC are leading the deal that will be used to reprice an existing term loan B down from Libor plus 200 bps with a 0% 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.

American Airlines holds call

American Airlines hosted a lender call at 10:30 a.m. ET on Monday to launch a $1,825,000,000 senior secured term loan due June 27, 2025 talked at Libor plus 175 bps with a 0% Libor floor, an original issue discount of 99.75 and 101 soft call protection for six months, according to a market source.

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

Barclays is the sole arranger on the deal and Deutsche Bank Securities Inc. is the administrative agent.

The new debt will be used to amend and extend an existing term loan B due 2020 priced at Libor plus 200 bps with a 0% Libor floor.

American Airlines is a Fort Worth-based airline company.

Berry Global repricing

Berry Global launched during the session an $800 million covenant-light term loan S due Feb. 8, 2020 and an $814 million covenant-light term loan T due Jan. 6, 2021, both talked at Libor plus 175 bps with a 0% Libor floor, a par issue price and 101 soft call protection for six months, a market source remarked.

Cashless roll commitments are due at 5 p.m. ET on May 14 and new money commitments are due at noon ET on May 15, the source added.

Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, Barclays, Deutsche Bank Securities Inc., Goldman Sachs Bank USA, J.P. Morgan Securities LLC, Bank of America Merrill Lynch and Wells Fargo Securities LLC are leading the $1,614,000,000 in term loans (Ba2/BBB). Credit Suisse is the administrative agent.

The debt will be used to reprice an existing term loan O due Feb. 8, 2020 and an existing term loan P due Jan. 6, 2021 down from Libor plus 200 bps with a 0% Libor floor.

Closing is expected on May 29.

Berry is an Evansville, Ind.-based provider of value-added plastic consumer packaging and engineered materials.

Southwire launches

Southwire held its call in the afternoon, launching its $500 million senior secured term loan (BB+) due 2025 at talk of Libor plus 175 bps to 200 bps with a 0% Libor floor, an original issue discount of 99.75 and 101 soft call protection for six months, a market source said.

Commitments are due at 10 a.m. ET on May 15, the source added.

KKR Capital Markets is the left lead on the deal that will be used to refinance existing debt.

Southwire is a Carrollton, Ga.-based manufacturer of wire and cable used in the distribution and transmission of electricity.

Big Jack’s guidance

Big Jack’s released talk of Libor plus 350 bps with a 1% Libor floor, a par issue price and 101 soft call protection for six months on its $245 million covenant-light first-lien term loan B (B3/B) due April 5, 2024 that launched with an afternoon call, according to a market source.

Commitments are due at noon ET on Friday, the source said.

RBC Capital Markets, Bank of America Merrill Lynch and Morgan Stanley Senior Funding Inc. are leading the deal that will be used to reprice an existing term loan down from Libor plus 400 bps with a 1% Libor floor.

Onex Partners Manager LP is the sponsor.

Big Jack’s is an Alabama-based operator of quick-service restaurants.

Keane price talk

Keane Group held its call in the afternoon and launched its $350 million seven-year senior secured term loan (B3/BB-) at talk of Libor plus 400 bps with a 1% Libor floor, an original issue discount of 99.5 and 101 soft call protection for six months, a market source remarked.

The term loan has a step-down to Libor plus 375 bps at less than 0.5 times net leverage, and step-ups to Libor plus 425 bps at 1 times net leverage to less than 1.5 times net leverage, to Libor plus 450 bps at 1.5 times net leverage to less than 2 times net leverage, and to Libor plus 475 bps at 2 times net leverage, the source added.

Commitments are due at noon ET on May 17.

Barclays is leading the deal that will be used to repay the company’s existing term loan, for general corporate purposes, including to finance potential future shareholder distributions, and to pay related fees and expenses.

Keane Group is a Houston-based provider of integrated well completion services.

LifeScan coming soon

Also in the primary market, LifeScan will hold a bank meeting at 2 p.m. ET in New York on Tuesday to launch $1.75 billion in term loans, a market source said.

The debt consists of a $1.4 billion seven-year covenant-light first-lien term loan (B1) and a $350 million eight-year covenant-light second-lien term loan (Caa1), the source added.

Bank of America Merrill Lynch, Deutsche Bank Securities Inc., Goldman Sachs Bank USA, Jefferies LLC, Credit Suisse Securities (USA) LLC, Barclays and RBC Capital Markets are leading the deal that will be used to fund the buyout of the company by Platinum Equity from Johnson & Johnson in a transaction valued at about $2.1 billion.

LifeScan is a marketer of blood glucose monitoring products with headquarters in Chesterbrook, Pa., and Zug, Switzerland.

Renaissance sets meeting

Renaissance Learning scheduled a bank meeting for 1 p.m. ET on Wednesday to launch $1.12 billion of credit facilities, a market source remarked.

The facilities consist of an $80 million five-year revolver, a $705 million seven-year first-lien term loan and a $335 million eight-year second-lien term loan, the source added.

Barclays, Jefferies LLC, Macquarie Capital (USA) Inc., BMO Capital Markets and Nomura are leading the deal that will be used to help fund the buyout of the company by Francisco Partners from Hellman & Friedman and its other stockholders.

Closing is expected in the second quarter, subject to the waiting period under the HSR Act and other customary conditions.

Renaissance is a Wisconsin Rapids, Wis.-based pre-K–12 learning analytics company.

Blackhawk timing surfaces

Blackhawk Network will hold a bank meeting at 9:30 a.m. ET in New York on Wednesday to launch its previously announced $1.75 billion in term loans, according to a market source.

The debt consists of a $1.35 billion seven-year covenant-light first-lien term loan and a $400 million eight-year covenant-light second-lien term loan.

Based on the commitment letter, the company is also expected to get a $400 million revolver.

Bank of America Merrill Lynch, Barclays, Citigroup Global Markets Inc., Goldman Sachs Bank USA, J.P. Morgan Securities LLC, Wells Fargo Securities LLC, BMO Capital Markets, Deutsche Bank Securities Inc., Fifth Third, MUFG, RBC Capital Markets and SunTrust Robinson Humphrey Inc. are leading the deal that will be used with up to $1,757,000,000 in equity to fund the buyout of the company by Silver Lake and P2 Capital Partners for $45.25 per share in cash. The transaction is valued at about $3.5 billion, including debt.

Closing is expected in mid-2018, subject to receipt of stockholder and regulatory approvals, and customary conditions.

Blackhawk is a Pleasanton, Calif.-based financial technology company.

Trinseo readies deal

Trinseo set a lender call for 10 a.m. ET on Tuesday to launch a $697 million covenant-light term loan B due September 2024 (Ba2/BB+) that includes a 0% Libor floor and 101 soft call protection for six months, according to a market source.

Commitments are due at noon ET on May 14, the source said.

Deutsche Bank Securities Inc. is leading the deal that will be used to reprice an existing term loan B.

Trinseo is a Berwyn, Pa.-based materials solutions provider and manufacturer of plastics, latex binders and synthetic rubber.

Miller’s on deck

Miller’s Ale House scheduled a bank meeting for 10:30 a.m. ET on Tuesday to launch $285 million of credit facilities, a market source said.

The facilities consist of a $35 million revolver and a $250 million seven-year first-lien term loan with 101 soft call protection for six months, the source added.

Jefferies LLC, Barclays and KeyBanc Capital Markets are leading the deal that will be used to refinance existing debt.

Miller’s Ale House is an Orlando, Fla.-based restaurant and sports bar chain.

Securus joins calendar

Securus Technologies emerged with plans to hold a lender call at 10 a.m. ET on Tuesday to launch a fungible $350 million incremental covenant-light first-lien term loan (B) due November 2024 talked at Libor plus 450 bps with a 1% Libor floor, and original issue discount that is still to be announced and 101 soft call protection through Nov. 1, 2018, according to a market source.

The incremental loan has a ticking fee of half the spread from days 46 to 75 and the full spread thereafter, the source said.

The spread, floor and call protection on the incremental loan matches the existing term loan.

Commitments are due at noon ET on May 16.

Deutsche Bank Securities Inc., Bank of America Merrill Lynch and Goldman Sachs Bank USA are leading the deal that will fund the acquisition of Inmate Calling Solutions and repay existing revolver borrowings.

Closing is expected in the third quarter.

Securus is a Dallas-based provider of advanced inmate communications, investigative technologies and information management solutions to the corrections industry.

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