Wencor, Cepsa break; U.S. Renal, Smart & Final changes emerge; Allied, PF Growth reveal talk

By Sara Rosenberg

New York, June 13 – Wencor (Jazz Acquisition Inc.) firmed the spread on its first-lien term loan at the high end of talk and added a leverage-based step-down, and set pricing on its second-lien term loan at the low end of guidance, and then freed up for trading on Thursday, and Compania Espanola de Petroleos SAU’s (Cepsa) term loan broke as well.

Also, both U.S. Renal Care Inc. and Smart & Final Grocery (Saffron Borrowco LLC) downsized their first-lien term loan B’s, widened spreads and original issue discount talk, sweetened call protection and made a number of documentation changes.

Furthermore, Allied Universal Holdco LLC and PF Growth Partners released price talk with launch, and Golden Hippo (Altern Marketing LLC), Heritage Power LLC and Teneo Holdings LLC joined the near-term primary calendar.

Wencor updated, trades

Wencor finalized pricing on its $405 million seven-year covenant-lite first-lien term loan (B2/B-) at Libor plus 425 basis points, the wide end of the Libor plus 400 bps to 425 bps talk, and added a step-down to Libor plus 400 bps at first-lien net leverage of 4.4x, while leaving the 0% Libor floor, original issue discount of 99 and 101 soft call protection for six months unchanged, according to a market source.

Regarding the company’s $125 million eight-year covenant-lite second-lien term loan (Caa2/CCC), the spread firmed 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 98.5 and call protection of 102 in year one and 101 in year two.

The company’s $605 million of credit facilities also include a $75 million revolver (B2/B-).

Recommitments were due at noon ET on Thursday and, in the afternoon, the debt broke for trading, with the first-lien term loan quoted at 99¼ bid, 99¾ offered and the second-lien term loan quoted at 98¾ bid, 99¾ offered, the source added.

Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., ING, Goldman Sachs Bank USA, KKR Capital Markets and Jefferies LLC are leading the deal that will be used to refinance existing debt.

Wencor is a Peachtree City, Ga.-based aftermarket solutions provider for commercial aerospace.

Cepsa frees up

Cepsa’s roughly $605 million (€540 million equivalent) term loan B (BB-/BB) began trading too, with levels quoted at par bid, par ½ offered, a market source remarked.

Pricing on the term loan is Libor plus 475 bps with a step-down to Libor plus 450 bps based on leverage and a 0% Libor floor. The debt was sold at an original issue discount of 99 and has 101 soft call protection for six months.

During syndication, pricing on the term loan was lowered from Libor plus 500 bps, the step-down was added and the discount was tightened from 98.5.

HSBC Securities (USA) Inc., BNP Paribas Securities Corp., Citigroup Global Markets, Deutsche Bank Securities, RBC Capital Markets and Santander are leading the deal that will be used with equity to fund the acquisition of a significant minority interest in the company by the Carlyle Group from Mubadala Investment Co.

Closing is expected by year-end, subject to regulatory approvals.

Cepsa is a Madrid, Spain-based privately owned integrated oil & gas company.

U.S. Renal reworked

Back in the primary market, U.S. Renal Care trimmed its first-lien term loan B to $1.6 billion from $1.62 billion, raised pricing to Libor plus 500 bps from talk in the range of Libor plus 450 bps to 475 bps, revised the original issue discount talk to a range of 98 to 98.5 from just 99 and extended the 101 soft call protection to one year from six months, a market source said. The 0% Libor floor was unchanged.

The Plano, Tex.-based provider of dialysis services also made a number of documentation changes, including to consolidated EBITDA, MFN, incremental debt, inside maturity basket, asset sale step-downs, available amount, restricted payments, investments, indebtedness and liens, the source continued.

The company’s now $1.75 billion of credit facilities also include a $150 million revolver.

Final commitments were due at 5 p.m. ET on Thursday, the source added.

Barclays, Bank of America Merrill Lynch, BMO Capital Markets, Macquarie Capital (USA) Inc., RBC Capital Markets and SunTrust Robinson Humphrey Inc. are leading the credit facilities that will be used with $505 million of unsecured notes to help fund the buyout of the company by Chris Brengard and management, along with Bain Capital Private Equity, Summit Partners, Revelstoke Capital Partners and Mark Caputo.

Smart & Final revised

Smart & Final Grocery cut its covenant-lite term loan B (B3/B) to $320 million from $380 million, lifted pricing to Libor plus 675 bps from Libor plus 650 bps, changed the original issue discount to 90 from talk in the range of 97 to 98, and modified the call protection to a 101 hard call for two years from a 101 soft call for one year, according to a market source.

Furthermore, the maturity was shortened to six years from seven years, amortization was increased to 1% in year one, 2.5% in years two and three and 5% thereafter from 1% per annum, and changes were made to MFN, incremental debt, indebtedness, restricted payments & cumulative credit, investments and the EBITDA definition, the source said.

The term loan still has a 0% Libor floor.

Commitments are due at 3 p.m. ET on Friday, the source added.

Smart & Final leads

Deutsche Bank Securities Inc., BMO Capital Markets Corp., RBC Capital Markets, Bank of America Merrill Lynch, Barclays, Credit Suisse Securities (USA) LLC and UBS Investment Bank are leading Smart & Final’s bank debt.

Along with the term loan B, the company’s now $470 million of senior secured credit facilities include a $150 million ABL revolver.

The new debt will be used to help fund the buyout of Smart & Final Stores Inc. by Apollo Global Management LLC.

Closing is expected by the third quarter, subject to more than 50% of the company’s shares being tendered, regulatory approvals and other customary conditions.

Smart & Final Grocery is a Commerce, Calif.-based food retailer operating smaller-box, warehouse-style club stores.

Allied Universal talk

Allied Universal held its bank meeting on Thursday morning and launch its $2.52 billion seven-year covenant-lite first-lien term loan and $200 million seven-year covenant-lite delayed-draw first-lien term loan at talk of Libor plus 400 bps to 425 bps with a 0% Libor floor and an original issue discount of 99, according to a market source.

The term loan has101 soft call protection for six months.

The company’s $3.02 billion of credit facilities (B3//BB-) also include a $300 million revolver.

Commitments are due at 5 p.m. ET on June 26.

Credit Suisse Securities (USA) LLC is the left lead on the deal that will be used to refinance existing debt.

Allied Universal is a Santa Ana, Calif.-based provider of security services.

PF Growth guidance

PF Growth Partners came out with talk of Libor plus 500 bps with a 0% Libor floor and an original issue discount of 99 to 99.5 on its $170 million six-year first-lien term loan and $30 million six-year delayed-draw first-lien term loan that launched with an afternoon meeting, a market source remarked.

The term loan has 101 soft call protection for one year, the source added.

The company’s $205 million of credit facilities also include a $5 million revolver.

Commitments are due on June 25.

Fifth Third Bank is leading the deal that will be used to refinance existing debt, pay a dividend and fund club growth and acquisitions.

PF Growth is an operator of Planet Fitness.

Golden Hippo on deck

Golden Hippo set a bank meeting for Monday to launch $280 million of credit facilities, according to a market source.

The facilities consist of an up to $30 million revolver and a $250 million six-year first-lien term loan B, the source said.

Barclays and Macquarie Capital (USA) Inc. are leading the deal that will be used to fund the cash consideration to shareholders in connection with the company’s contemplated sale to an Employee Stock Ownership Plan and to pay related fees and expenses.

Total opco leverage is 2.7x, the source added.

Golden Hippo is a Woodland Hills, Calif.-based developer and distributor of branded health & wellness and beauty products.

Heritage joins calendar

Heritage Power will hold a bank meeting at 2:30 p.m. ET on Monday to launch $656.1 million of credit facilities, a market source said.

The facilities consist of a $45 million five-year revolver, a $550 million seven-year term loan B and a $61.1 million seven-year term loan C, the source added.

Both term loans have 101 soft call protection for six months.

Jefferies LLC and Morgan Stanley Senior Funding Inc. are leading the deal that will be used to fund commercial letters of credit, to repay existing debt, for general corporate purposes at the parent company, GenOn Holdings LLC, and to pay transaction related expenses.

Heritage is an owner of natural gas and oil-fueled power generation facilities.

Teneo coming soon

Teneo emerged with plans to hold a bank meeting at 12:30 p.m. ET in New York on Tuesday to launch a $365 million first-lien term loan, according to a market source.

Goldman Sachs Bank USA, Morgan Stanley Senior Funding Inc. and Nomura are leading the deal that will be used to help fund the buyout of the company by CVC Capital Partners from BC Partners.

Closing is subject to regulatory approval and other customary conditions.

Teneo is a New York-based provider of strategic communications, investment banking, business intelligence, financial analytics, executive recruiting, management consulting and corporate restructuring advisory services.

© 2015 Prospect News.
All content on this website is protected by copyright law in the U.S. and elsewhere. For the use of the person downloading only.
Redistribution and copying are prohibited by law without written permission in advance from Prospect News.
Redistribution or copying includes e-mailing, printing multiple copies or any other form of reproduction.