Virtu, LifeMiles break; Quirch trades higher; ACProducts, Brooks, Main Event ready deals

By Sara Rosenberg

New York, Jan. 30 – Virtu Financial LLC firmed the original issue discount on its first-lien term loan at the tight end of guidance, extended the call protection and added a ticking fee before freeing up for trading on Wednesday.

And, in more happenings, LifeMiles Ltd.’s add-on term loan hit the secondary market, and Quirch Foods Co.’s term loan moved up from its recent break levels.

Furthermore, ACProducts Inc., Brooks Automation Inc. and Main Event Entertainment joined the near-term primary calendar.

Virtu tweaks loan

Virtu Financial set the original issue discount on its $1.5 billion seven-year first-lien term loan at 99.5, the tight end of the 99 to 99.5 talk, pushed out the 101 soft call protection to one year from six months and added a ticking fee of half the spread from days 31 to 60 and the full spread thereafter, according to a market source.

As before, the term loan is priced at Libor plus 350 basis points with a 25 bps leverage-based step-down and a 0% Libor floor.

The company’s $1.55 billion of senior secured credit facilities (Ba3/B+/BB-) also include a $50 million three-year revolver priced at Libor plus 350 bps with a 0% Libor floor.

Both the revolver and the term loan include a springing maturity.

Jefferies LLC and RBC Capital Markets are leading the debt.

Virtu starts trading

After terms finalized, Virtu’s term loan emerged in the secondary market, and levels were quoted at 99 7/8 bid, par ¼ offered, the source said.

Proceeds will be used with cash on hand to fund the acquisition of Investment Technology Group Inc. for $30.30 per share, or about $1 billion, to refinance existing first-lien debt at both companies and to fund fees and expenses associated with the transaction.

Total leverage will be 2.76 times based on trailing 12 months adjusted EBITDA as of Sept. 30.

Closing is expected in the first half of this year, subject to Investment Technology shareholder approval and regulatory approvals.

Virtu is a New York-based technology-enabled market maker and liquidity provider to the financial markets. Investment Technology is a New York-based financial technology company.

LifeMiles hits secondary

LifeMiles’ $100 million add-on term loan B due August 2022 broke as well, with levels seen at par bid, 101 offered, according to a trader.

Pricing on the add-on term loan is Libor plus 550 bps with a 1% Libor floor, and it was sold at an original issue discount of 99.5. The debt has 101 hard call protection through August 2019.

During syndication, the add-on term loan was upsized from $75 million.

The spread, floor and call protection on the add-on term loan match the existing term loan B terms.

Morgan Stanley Senior Funding Inc. and Deutsche Bank Securities Inc. are leading the deal that will be used to pay a dividend to shareholders. Deutsche Bank is the administrative agent.

Lenders were offered a 25 bps consent fee.

Closing is expected on Thursday.

LifeMiles is a Latin American coalition loyalty program and the exclusive operator of Avianca’s frequent flyer program.

Quirch gains ground

In more trading news, Quirch Foods’ $165 million senior secured term loan headed up to par ¼ bid, 101 offered from its late Tuesday break levels of 99½ bid, par ½ offered, a market source remarked.

Pricing on the term loan is Libor plus 600 bps with a 0% Libor floor and it was sold at an original issue discount of 99. The debt has 101 soft call protection for six months.

The company’s $265 million of credit facilities also include a $100 million five-year ABL revolver.

RBC Capital Markets is leading the deal that will be used to back a significant investment in the company by Palladium Equity Partners LLC.

Quirch Foods is a Miami-based distributor and exporter of protein and Hispanic food products.

ACProducts on deck

Back in the primary market, ACProducts set a bank meeting for 10 a.m. ET on Thursday to launch a $400 million five-year first-lien term loan, according to a market source.

The company’s $578 million of credit facilities also include a $75 million undrawn 4.75-year ABL revolver and a $103 million 5.5-year privately placed second-lien term loan, the source said.

Barclays is leading the deal that will be used to fund the acquisition of Elkay Wood Products Co. and to refinance existing debt.

Closing is expected by the end of this quarter, subject to customary conditions.

ACProducts, an American Industrial Partners portfolio company, is a The Colony, Texas-based manufacturer and distributor of cabinets. Elkay is an Oak Brook, Ill.-based manufacturer of kitchen and bath cabinetry.

Brooks readies loan

Brooks Automation scheduled a lenders’ presentation for 10:30 a.m. ET on Thursday to launch a $350 million senior secured term loan B, a market source said.

Morgan Stanley Senior Funding Inc. is leading the deal that will be for general corporate purposes, including the previous acquisition of Genewiz Group, and to refinancing existing debt.

Brooks is a Chelmsford, Mass.-based provider of automation and cryogenic solutions. Genewiz is a South Plainfield, N.J.-based genomics service provider.

Main Event coming soon

Main Event Entertainment will hold a bank meeting at 2:30 p.m. ET in New York on Monday to launch a $200 million senior secured credit facility, according to a market source.

UBS Investment Bank is leading the deal.

Main Event Entertainment is a Dallas-based operator of family entertainment centers with locations across the U.S.

Radiology Partners allocates

Radiology Partners Inc. allocated on Wednesday its fungible $365 million incremental first-lien term loan B (B2/B) due July 9, 2025, a market source remarked.

Pricing on the incremental term loan is Libor plus 475 bps with a 0% Libor floor and it was sold at an original issue discount of 99.5.

During syndication, the discount on the incremental term loan was revised from 99.

The Libor plus 475 bps spread will also be applied to the company’s existing $800 million term loan B.

The incremental loan and the existing term loan B are getting 101 soft call protection for six months.

Barclays, Golub, Deutsche Bank Securities Inc. and Fifth Third are leading the deal that will be used to fund the acquisition of Austin Radiological Association and repay revolver borrowings associated with the acquisition of Desert Radiology.

Closing is expected on Feb. 7.

New Enterprise Associates is the sponsor.

Radiology Partners is an El Segundo, Calif.-based radiology physician practice management company.

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