Westinghouse, Spring Education, Electro Rent, CEVA, Ball Metalpack, Navistar, PSAV break

By Sara Rosenberg

New York, July 26 – Westinghouse Electric Co. (Brookfield WEC Holdings Inc.) revised its term loan sizes, set the spread on its first-lien tranche at the low side of guidance, reduced pricing on its second-lien tranche, tightened original issue discounts on both pieces and then freed to trade on Thursday.

Also, Spring Education Group (SSH Group Holdings Inc.) firmed pricing on its first-and second-lien term loans at the low end of talk and modified the discount on the first-lien tranche, and Electro Rent Corp. finalized the issue price on its incremental first-lien term loan at the tight end of guidance, and then both of these deals hit the secondary market too.

Other deals to break for trading during the session included CEVA Logistics Finance BV, Ball Metalpack, Navistar Financial Corp., PSAV and MW Industries Inc.

In more happenings, Alera Group increased the size of its term loan B, set pricing at the low end of guidance and tightened the original issue discount, and Valtris Specialty Chemicals (Polymer Additives Inc.) revised the call protection on its term loan and made some documentation changes.

Additonally, Advisor Group Inc., AIS HoldCo LLC (Affinion Insurance Solutions), Newport Group and Vivint (APX Group Inc.) disclosed price talk with launch, and Herbalife Nutrition Ltd., Boyd Corp., Tritech Software Systems Inc./Superion LLC/Aptean Software LLC and SI Group joined the near-term primary calendar.

Westinghouse restructures

Westinghouse Electric increased its seven-year first-lien term loan to $2.73 billion from $2.63 billion, firmed pricing at Libor plus 375 basis points, the low end of the Libor plus 375 bps to 400 bps talk, added a 25 bps step-down at 0.75 times inside closing date total net leverage and changed the original issue discount to 99.5 from 99, according to market sources. This tranche still has a 0.75% Libor floor and 101 soft call protection for six months.

Regarding the eight-year second-lien term loan, it was scaled back to $325 million from $450 million, price talk finalized at Libor plus 675 bps, the low end of revised talk of Libor plus 675 bps to 700 bps, and down from initial talk of Libor plus 750 bps, the discount was tightened to 99 from 98.5, and the call protection was adjusted to 102 in year one and 101 in year two from non-callable for one year, then at 103 in year two, 102 in year three and 101 in year four, sources said. The 0.75% Libor floor on the loan was unchanged.

Recommitments were due at 11:30 a.m. ET on Thursday.

Westinghouse starts trading

After final terms were in place, Westinghouse’s debt made its way into the secondary market, with the first-lien term loan quoted at par bid, par ½ offered and the second-lien term loan quoted at 101½ bid, 102½ offered, sources added.

Credit Suisse Securities (USA) LLC, Goldman Sachs Bank USA, Deutsche Bank Securities Inc., BMO Capital Markets, RBC Capital Markets, Barclays and Credit Agricole are leading Westinghouse Electric’s now $3,055,000,000 in term loans, with Credit Suisse the left lead on the first-lien loan and Goldman Sachs the left lead on the second-lien loan.

The new debt will be used to help fund the acquisition of the company by Brookfield Business Partners LP for about $4.6 billion.

Closing is expected in the third quarter of 2018, subject to bankruptcy court approval and customary conditions, including regulatory approvals.

Westinghouse is a Cranberry Township, Pa.-based provider of technology and infrastructure services to a nuclear reactor fleet.

Spring revised, breaks

Spring Education Group set pricing on its $535 million first-lien term loan (B2/B-) at Libor plus 425 bps, the low end of the Libor plus 425 bps to 450 bps talk, added a step-down to Libor plus 400 bps if total leverage is less than 6 times and moved the original issue discount to 99.75 from 99.5, while leaving the 0% Libor floor and 101 soft call protection for six months intact, a market source said.

Also, pricing on the $225 million second-lien term loan (Caa2/CCC) firmed at Libor plus 825 bps, the low end of the Libor plus 825 bps to 850 bps talk, the source continued. This tranche still has a 0% Libor floor, an original issue discount of 99 and hard call protection of 102 in year one and 101 in year two.

The company’s $800 million of credit facilities also include a $40 million revolver (B2/B-).

Recommitments were due at 1 p.m. ET and then the debt freed to trade, with the first-lien term loan quoted at par 3/8 bid, par 5/8 offered and the second-lien term loan quoted at par bid, 101 offered, a trader added.

Macquarie Capital (USA) Inc. is leading the deal that will be used to help fund the acquisition of Nobel Learning Communities Inc., a West Chester, Pa.-based network of private schools, from Investcorp and the acquisition of California schools of LePort Montessori.

Spring, a Primavera Capital Group portfolio company, is a provider of pre-K through 12th grade education.

Electro Rent firms, trades

Electro Rent set the issue price on its $34 million incremental covenant-light first-lien term loan (B2/B) due January 2024 at par, the tight end of the 99.75 to par talk, a market source said.

The incremental first-lien loan is priced at Libor plus 500 bps with a 1% Libor floor, in line with existing first-lien term loan pricing, and all of the first-lien term loan debt is getting 101 soft call protection for six months.

In the afternoon, the incremental loan began trading and levels were seen at par ¾ bid, 101½ offered, a trader added.

Deutsche Bank Securities Inc. is leading the deal that will be used with an $11 million privately placed incremental second-lien term loan to fund an acquisition.

The company sought a one-time waiver of the ratio test restricting acquisitions to allow for the transaction and lenders were offered a 15 bps amendment fee.

Closing is expected on Monday.

Platinum Equity is the sponsor.

Electro Rent is a Van Nuys, Calif.-based provider of specialty testing and measurement equipment services.

CEVA hits secondary

CEVA Logistics’ $475 million seven-year first-lien term loan began trading too, with levels quoted at 99¾ bid, par ¼ offered, according to a trader.

Pricing on the term loan is Libor plus 375 bps with a 25 bps step-down at 0.75 times inside closing leverage and a 0% Libor floor. The debt was sold at an original issue discount of 99.5 and has 101 soft call protection for six months.

On Wednesday, the loan was upsized from $400 million, the spread finalized at the low end of the Libor plus 375 bps to 400 bps talk and the step-down was added.

Credit Suisse Securities (USA) LLC and HSBC are leading the deal that will be used to help repay all $580 million term loans due 2021, to fund a tender offer for around $438 million of 9% first-lien senior secured notes due 2020 and for general corporate purposes.

The company also plans on getting a new $600 million senior revolving credit and ancillary facility due 2023.

CEVA is a Switzerland-based third-party logistics company.

Ball Metalpack frees up

Ball Metalpack’s credit facilities broke as well, with the $395 million seven-year first-lien term loan (B1/B) seen at par ¼ bid, 101 offered and the $145 million eight-year second-lien term loan (B3/CCC+) seen at 98½ bid, a market source remarked.

Pricing on the first-lien term loan is Libor plus 450 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.

The second-lien term loan is priced at Libor plus 875 bps with a 1% Libor floor and was issued at a discount of 98. This tranche has call protection of 102 in year one and 101 in year two.

The company’s $665 million of credit facilities also include a $125 million five-year ABL revolver.

On Wednesday, the first-lien term loan was increased from $375 million and pricing firmed at the low end of the Libor plus 450 bps to 475 bps talk. Also, the second-lien loan was decreased from $165 million, the spread was set at the high end of the Libor plus 850 bps to 875 bps talk and the discount was changed from 98.5.

Ball Metalpack formation

Proceeds from Ball Metalpack’s credit facilities will be used to fund its formation via a joint venture between Ball Corp. and Platinum Equity Capital Partners.

Under the agreement, Ball will contribute its U.S. steel food and aerosol packaging manufacturing assets to the joint venture, and in return will receive more than $600 million in pre-tax proceeds and will retain a 49% interest in Ball Metalpack, for a total value of about $675 million.

Goldman Sachs Bank USA, Bank of America Merrill Lynch, Deutsche Bank Securities Inc., Credit Suisse Securities (USA) LLC, Mizuho and Stifel are leading the debt, with Goldman the left lead on the first-lien loan and Bank of America the left lead on the second-lien.

Ball Metalpack is a manufacturer of tinplate food and aerosol cans.

Navistar above par

Navistar’s $400 million seven-year term loan B (B-/B+) also emerged in the secondary market and levels were quoted at par 1/8 bid, par 5/8 offered, according to a market source.

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

J.P. Morgan Securities LLC is leading the deal that will be used for general corporate purposes and to fund a distribution to shareholders.

Navistar is a Lisle, Ill.-based manufacturer and seller of commercial and military trucks, buses and diesel engines and a provider of service parts for trucks and trailers.

PSAV tops OID

PSAV’s fungible $150 million add-on first-lien term loan (B2/B-) due March 2025 broke for trading, with levels quoted at 99¼ bid, 99¾ offered, a market source said.

Pricing on the add-on first-lien term loan is Libor plus 325 bps with a 1% Libor floor, in line with existing first-lien term loan pricing, and it was sold at an original issue discount of 98.75. The debt has 101 soft call protection for six months.

On Wednesday, the add-on term loan was upsized from $125 million.

Goldman Sachs Bank USA, Credit Suisse Securities (USA) LLC, J.P. Morgan Securities LLC, Morgan Stanley Senior Funding Inc. and Blackstone Capital Markets are leading the deal that will be used to support the buyout of the company by Blackstone from affiliates of Goldman Sachs and Olympus Partners.

In connection with this transaction, existing first-lien lenders were offered a 12.5 bps amendment fee on current positions and existing second-lien lenders were offered a 25 bps amendment fee on current positions.

PSAV is a Long Beach, Calif.-based event technology provider.

MW Industries breaks

MW Industries’ fungible $30 million add-on first-lien term loan due September 2024 freed to trade in the afternoon, with levels seen at par 1/8 bid, par ½ offered, according to a trader.

Pricing on the add-on first-lien term loan is Libor plus 350 bps with a 0% Libor floor, which matches existing term loan pricing, and the new debt was sold at an original issue discount of 99.875.

On Wednesday, the discount on the add-on loan was changed from 99.75.

RBC Capital Markets is leading the deal that will be used to fund an acquisition and to repay revolver borrowings.

Closing is expected on Tuesday.

MW Industries is a Rosemont, Ind.-based designer and manufacturer of springs and other specialty engineered metal components for diverse end markets.

Alera modifies loan

Back in the primary market, Alera Group lifted its seven-year term loan B to $450 million from $425 million, firmed pricing at Libor plus 450 bps, the low end of the Libor plus 450 bps to 475 bps talk, and changed the original issue discount to 99.75 from 99.5, a market source said.

The term loan B still has a 0% Libor floor and 101 soft call protection for six months.

Recommitments were due at 5 p.m. ET on Thursday and allocations are expected on Friday, the source added.

J.P. Morgan Securities LLC, Barclays and BMO Capital Markets are leading the deal that will be used to refinance existing bank debt and fund acquisitions.

Alera is a Deerfield, Ill.-based insurance brokerage and wealth management firm.

Valtris tweaks deal

Valtris Specialty Chemicals modified the call protection on its $405 million seven-year covenant-light first-lien term loan (B3/B-) to a 101 hard call for one year from a 101 soft call for six months, a market source remarked.

Additionally, the company eliminated the MFN sunset, reduced the incremental starter to less than $55 million and 75% of EBITDA and removed the ability to reclassify utilization under the incremental.

Furthermore, the excess cash flow sweep was changed to start at 75% with step-downs to 50%, 25% and 0% and asset sale step-downs were removed, and the EBITDA definition was revised to a cap of 25% of EBITDA and the look forward period was reduced to 18 months.

Also, the restricted payments starter available amount was reduced to less than $20 million and 25% of EBITDA, the unlimited restricted payments and junior debt leverage test was reduced by 1.5 times inside total net leverage, the available amount governor was set at 0.5 times inside closing leverage, the available amount definition was based on retained excess cash flow and an EoD trigger was added for restricted payments, the source continued.

Lastly, under investments, the available amount used for unrestricted subsidiaries includes a governor of 0.5 times inside closing leverage, a $70 million cap was placed on intercompany investments in non-loan parties, and general basket and similar business basket are restricted from applying to investments in unrestricted subsidiaries.

Valtris loan terms

Pricing on Valtris’ term loan is Libor plus 600 bps with a 0% Libor floor and an original issue discount of 98.

Earlier in syndication, the first-lien term loan was upsized from $300 million as plans for a $105 million eight-year covenant-light second-lien term loan were cancelled, pricing was lifted from revised talk in the range of Libor plus 450 bps to 475 bps and initial talk of Libor plus 400 bps, and the discount widened from revised talk of 99 and initial talk of 99.5.

The eliminated second-lien term loan had most recently been talked at Libor plus 850 bps to 875 bps with a 0% Libor floor, a discount of 98 and call protection of 102 in year one and 101 in year two, and initially talked at Libor plus 800 bps with a 0% Libor floor and a discount of 99.

Deutsche Bank Securities Inc. and RBC Capital Markets are leading the deal that will be used to fund the potential purchase of some assets from Ineos, subject to regulatory approvals, and to refinance existing debt.

Valtris, an H.I.G. Capital portfolio company, is an Independence, Ohio-based manufacturer of specialty chemicals producing a diverse set of polymer modifiers, lubricants and stabilizers primarily used as additives in the production of plastics.

Advisor Group guidance

Advisor Group hosted its bank meeting on Thursday afternoon and disclosed talk of Libor plus 375 bps to 400 bps with a 0% Libor floor, an original issue discount of 99.5 and 101 soft call protection for six months on its $600 million seven-year first-lien term loan (B1/B+), according to a market source.

The company’s $700 million of credit facilities also include a $100 million five-year revolver.

Commitments are due at 5 p.m. ET on Aug. 9, the source said.

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 to existing shareholders, and pay transaction fees and expenses.

Lightyear Capital and PSP Investments are the sponsors.

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

AIS HoldCo launches

AIS HoldCo held its bank meeting in the afternoon and announced price talk on its $315 million seven-year first-lien term loan and $110 million eight-year second-lien term loan (CCC+), according to a market source.

The first-lien term loan is talked at Libor plus 475 bps to 500 bps with a 0% Libor floor and an original issue discount of 99.5, and the second-lien term loan is talked at Libor plus 875 bps with a 0% Libor floor and a discount of 99, the source said.

As previously reported, the first-lien term loan has 101 soft call protection for six months, and the second-lien term loan has hard call protection of 102 in year one and 101 in year two.

The company’s $450 million of credit facilities also include a $25 million revolver (B).

Commitments are due on Aug. 9, the source added.

Jefferies LLC is leading the deal that will be used to help fund the buyout of the company by Mill Point Capital from Affinion Group LLC.

Closing is expected in the third quarter.

AIS is a Franklin, Tenn.-based business services platform with expertise in insurance products.

Newport sets talk

Newport Group came out with talk of Libor plus 350 bps to 375 bps with a 0% Libor floor, an original issue discount of 99.5 and 101 soft call protection for six months on its $240 million seven-year covenant-light first-lien term loan (B2/B) that launched with a morning bank meeting, a market source remarked.

Commitments are due at noon ET on Aug. 9, the source added.

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.

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

Vivint holds call

Vivint launched on its morning call its $560 million 5.5-year covenant-light term loan B (B-) at talk of Libor plus 475 bps to 500 bps with an original issue discount of 99 to 99.5 and 101 soft call protection for six months, a market source said.

Commitments are due at 5 p.m. ET on Aug. 2, the source added.

Bank of America Merrill Lynch is the left lead on the deal that will be used to redeem 6.375% senior secured notes due 2019, to repay revolving credit facility 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.

Herbalife joins calendar

Also on the new deal front, Herbalife Nutrition scheduled a bank meeting for noon ET on Monday to launch a $600 million senior secured first-lien term loan, a market source remarked.

Jefferies LLC and Rabobank are leading the deal that will be used with an impending unsecured debt offering to refinance an existing credit facility.

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

Boyd readies deal

Boyd emerged with plans to hold a bank meeting at 9:30 a.m. ET in New York on Tuesday to launch $1,615,000,000 of term loans, a market source said.

The debt consists of a $1.2 billion first-lien term loan and a $415 million second-lien term loan, the source added.

Goldman Sachs Bank USA, J.P. Morgan Securities LLC, RBC Capital Markets, Barclays, Citigroup Global Markets Inc., UBS Investment Bank, KeyBanc Capital Markets, Societe Generale and ING Capital are leading the deal, with Goldman the left lead on the first-lien loan and JPMorgan the left lead on the second-lien loan.

The new debt will be used to help fund the buyout of the company by Goldman Sachs Merchant Banking from Genstar Capital.

Boyd is a Pleasanton, Calif.-based provider of highly-engineered thermal management and environmental sealing solutions.

Tritech on deck

Tritech/Superion/Aptean set a bank meeting in New York for Tuesday to launch $1.02 billion of first-lien credit facilities, according to a market source.

The facilities consist of a $125 million five-year revolver and an $895 million seven-year covenant-light first-lien term loan, the source said.

The company is also getting a $380 million eight-year second-lien term loan that has been privately placed.

Antares Capital, Macquarie Capital (USA) Inc. and SunTrust Robinson Humphrey Inc. are leading the deal that will be used to help fund the merger of Tritech, which is currently owned by Bain Capital Private Equity, with Superion and Aptean, which are both owned by Vista Equity Partners.

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

The combined company, jointly owned by Bain Capital and Vista Equity, will be a software provider to municipalities and public safety agencies.

SI Group coming soon

SI Group will hold a bank meeting on Monday to launch $1,925,000,000 of credit facilities, split between a $250 million five-year revolver, a $1,425,000,000 seven-year first-lien term loan and a $250 million eight-year second-lien term loan, a market source said.

Commitments are due on Aug. 10.

J.P. Morgan Securities LLC, HSBC Securities (USA) Inc., Deutsche Bank Securities Inc. and Bank of America Merrill Lynch provided the debt commitment, with JPMorgan left on the first-lien loan and HSBC left on the second-lien loan.

The new debt will be used to help fund the buyout of the company by SK Capital Partners from descendants of W. Howard Wright, and combination with SK Capital’s current portfolio company Addivant, a Danbury, Conn.-based supplier of additives used to improve the production and performance properties of polymers, plastics and rubbers.

Closing is expected in the second half of this year.

SI Group is a Schenectady, N.Y.-based developer and manufacturer of performance additives and intermediates.

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