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Published on 5/9/2012 in the Prospect News Bank Loan Daily.

Plato, Schiff break; Attachmate, Harbor Freight, Hoffmaster revised; Grohe ups deadline

By Sara Rosenberg

New York, May 9 - Plato Learning's credit facility freed up on Wednesday, with both the first- and second-lien term loans quoted above their original issue discounts, and Schiff Nutrition Group Inc.'s loan started trading as well.

Also in the secondary, Ceridian Corp.'s term loan headed higher as the company surfaced with amendment and extension plans, SuperMedia Inc.'s term loan rose in reaction to the launch of a term loan repurchase offer, and EnergySolutions Inc.'s term loan was flat to lower after the release of earnings results.

Moving to the primary, Attachmate Group completely reworked its term loans, shortening maturities, bumping up pricing and original issue discounts and sweetening call premiums, and Harbor Freight Tools USA Inc. trimmed its term loan size.

In addition, Hoffmaster Group Inc. lifted the spread on its first-lien term loan while setting the coupon on its second-lien loan at the wide end of guidance, and Grohe AG accelerated its commitment deadline.

Furthermore, Hearthside Food Solutions LLC and Pacific Architects and Engineers revealed price talk as the deals were launched to investors during market hours, and timing and structure emerged on Wolverine Healthcare Analytics (formerly Thomson Reuters Healthcare).

Plato frees up

Plato Learning's credit facility made its way into the secondary market on Wednesday, with the $225 million six-year first-lien term loan (Ba3/B+) seen by one source at 97½ bid and by a second source at 98½ bid and the $140 million seven-year second-lien term loan (Caa1/CCC+) seen at 98 bid, 99 offered.

Pricing on the first-lien loan is Libor plus 600 basis points with a 1.5% Libor floor, and it was sold at an original issue discount of 97, and the second-lien loan is priced at Libor plus 975 bps with a 1.5% floor, and was sold at a discount of 98.

The first-lien term loan has 101 soft call protection for one year and the second-lien loan is non-callable for one year, then at 103 in year two and 101 in year three.

The company's $390 million credit facility, led by Credit Suisse Securities (USA) LLC and Jefferies & Co., also includes a $25 million five-year revolver (Ba3/B+) priced at Libor plus 600 bps with a 1.5% floor and sold at a discount of 981/2.

Plato buying Archipelago

Proceeds from Plato Learning's credit facility will be used with $60 million of equity to fund the acquisition of Archipelago Learning for $11.10 per share in cash, or about $291 million.

During syndication, the first-lien term loan was downsized from $240 million, the coupon was increased from talk of Libor plus 450 bps to 475 bps and the discount widened from 981/2. The second-lien term loan was upsized from $125 million with pricing flexing from talk of Libor plus 875 bps to 900 bps. Both tranches saw the Libor floor widen from 1.25%. Also, the second-lien term loan call protection was revised from 103 in year one, 102 in year two and 101 in year three.

Closing on the transaction is expected in the second quarter, subject to regulatory approvals and the approval of Archipelago Learning shareholders.

Plato is a Bloomington, Minn.-based provider of education technology services. Archipelago Learning is a Dallas-based subscription-based software-as-a-service provider of education products.

Schiff starts trading

Another deal to break was Schiff Nutrition, with its $140 million six-year term loan quoted at 98½ bid, 99½ offered, a trader said.

Pricing on the term loan is Libor plus 475 bps with a 1.25% Libor floor, and it was sold at an original issue discount of 981/2.

The Salt Lake City-based nutritional supplement company's $200 million credit facility (B1/B) provides for a $60 million five-year revolver as well, with pricing on this tranche set at Libor plus 475 bps with no floor and an original issue discount of 99.

Earlier this week, the term loan was downsized from $150 million and the revolver was upsized from $50 million, and pricing on both firmed at the wide end of the Libor plus 450 bps to 475 bps talk. Additionally, the term loan tenor was shortened from seven years and the discount widened from 99.

RBC Capital Markets was the lead arranger and a joint bookrunner with BMO Capital Markets.

Proceeds funded the $150 million purchase of Airborne Inc., which closed on March 30.

Ceridian loan rises

Ceridian's term loan was better in trading on Wednesday following news of an amendment and extension offer that will be launched with a call on Thursday, according to sources.

One source had the loan quoted at 97½ bid, 98½ offered, up from 96 bid, 98 offered, and a second source had it quoted at 97 bid, 97¾ offered, up from 96 3/8 bid, 96 7/8 offered.

Under the amend and extend, the company wants to push out the maturity on its term loan by 2½ years to May 2017 and increase the existing senior secured debt coverage ratio by 1 times.

Price talk on the extended loan is not yet available but it is known that lenders will be offered a 10 bps consent fee, a source added.

Deutsche Bank Securities Inc. and Credit Suisse Securities (USA) LLC and Bank of America Merrill Lynch are the lead banks on the deal.

Ceridian is a Minneapolis-based provider of human resources, transportation and retail information management services.

SuperMedia trades up

SuperMedia's term loan moved to 58 bid, 59 offered from 57 bid, 58 offered in the morning and 57¾ bid, 58¾ offered on Tuesday after the company announced a proposal to repurchase the debt at a price of 55 to 59, according to a trader.

The cash size of the offer is $33 million and it expires at 5 p.m. ET on Monday.

JPMorgan Chase Bank is the administrative agent on the Dallas-based directory publisher's deal.

EnergySolutions flat to down

EnergySolutions' term loan was seen by one trader as weaker after first quarter numbers were announced, with the debt quoted at 99 7/8 bid, par 5/8 offered, down from par ¼ bid, 101 offered. However, a second trader was labeling the loan as unchanged on the day at 99½ bid, par ½ offered.

For the quarter, the company reported a net loss of $0.7 million, or $0.01 per share, compared with net income of $9.9 million, or $0.11 per share, in the prior year.

Revenue for the first quarter was $490.7 million, compared with $522.3 million in the first quarter of 2011.

And, adjusted EBITDA for the quarter was $18.3 million, down from $35.9 million last year.

Furthermore, the company said that it was reducing its adjusted EBITDA guidance for 2012 to a range of $150 million to $160 million from a range of $155 million to $165 million.

EnergySolutions is a Salt Lake City-based provider of nuclear services.

Attachmate reworks deal

Switching to the primary, Attachmate made a round of revisions to its first- and second-lien loans, and while recommitments weren't due until 5 p.m. ET on Wednesday, the deal was already filled out at the revised terms in the morning, according to a market source.

Under the changes, the $1.1 billion first-lien term loan (B1/BB-) matures in 5½ years and is priced at Libor plus 575 bps with a 1.5% Libor floor and an original issue discount of 98, compared to it previously maturing in six years and having talk of Libor plus 525 bps with a 1.5% floor and a discount of 99, the source said.

Also, the first-lien term loan now has soft call protection of 102 in year one and 101 in year two, up from just 101 in year one, and amortization is 7.5% in years one, two, three and four, and 10% in year five, compared to prior talk of 5% in years one and two, 7.5% in years three and four, and 10% in years five and six.

Attachmate second-lien terms

Meanwhile, Attachmate's $400 million second-lien term loan saw its maturity shorten to 6½ years from seven years, and pricing move to Libor plus 950 bps with a 1.5% floor and a discount of 97 from Libor plus 900 bps with a 1.5% floor and a discount of 98, the source continued.

Additionally, the second-lien loan is now non-callable for two years, then at 102 in year three and 101 in year four, compared to initial talk of non-callable for one year, then at 103 in year two, 102 in year three and 101 in year four, the source added.

Credit Suisse Securities (USA) LLC, Bank of America Merrill Lynch, RBC Capital Markets LLC, Goldman Sachs & Co. and Wells Fargo Securities LLC are the lead banks on the $1.54 billion credit facility, which also provides a $40 million revolver (B1/BB-).

Attachmate, a Seattle-based provider of access and integration software for legacy systems, will use the new credit facility to refinance existing debt and fund a dividend.

Harbor Freight downsizes

Harbor Freight Tools cuts its senior secured term loan to $750 million from $1 billion and firmed up the pricing and tenor changes that had been unofficially talked since last week, according to a market source.

The 51/2-year loan is priced at Libor plus 425 bps with a 1.25% Libor floor and an original issue discount of 99 and includes 101 soft call protection for one year, the source said.

By comparison, at launch, price talk on the loan had been Libor plus 400 bps and the maturity was seven years out.

The company's now $1.15 billion credit facility, down from $1.4 billion, also includes a $400 million ABL revolver.

Harbor Freight lead banks

Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc. and Wells Fargo Securities LLC are leading Harbor Freight's term loan, and Wells Fargo is leading the revolver.

Proceeds will be used to refinance existing debt and pay a dividend.

As a result of the term loan downsizing, pro forma total leverage is 3 times, down from 3.7 times at launch, the source added.

Recommitments were due by 5 p.m. ET on Wednesday.

Harbor Freight is a Camarillo, Calif.-based provider of tools and equipment.

Hoffmaster updates pricing

Also announcing changes was Hoffmaster, as pricing on its $250 million first-lien term loan (B1/B) was increased to Libor plus 525 bps from talk of Libor plus 450 bps to 500 bps, a source said, adding that the 1.25% Libor floor, original issue discount of 99½ and 101 soft call protection for one year were left intact.

Additionally, the company set pricing on its $23 million incremental second-lien term loan (Caa1/CCC+) at Libor plus 900 bps with a 1.25% Libor floor and a discount of 99, versus initial talk of Libor plus 850 bps to 900 bps with a 1.25% floor and a discount of 98½ to 99, the source remarked.

Proceeds from the first-lien loan are being used to reprice $235 million of existing first-lien debt from Libor plus 550 bps with a 1.5% Libor floor, and the $15 million of additional first-lien borrowings as well as the incremental second-lien loan will be used to repay holdco debt.

GE Capital Markets, Jefferies & Co. and Macquarie Capital (USA) Inc. are leading the deal for the Oshkosh, Wis.-based producer of specialty disposable tabletop products.

Grohe shutting early

Grohe moved the commitment deadline on its €300 million first-lien covenant-light term loan to 5 p.m. ET on Friday (5 p.m. BST for European investors) from May 16, a market source told Prospect News.

The term loan will be broken down into U.S. and euro pieces, with the expected split being $250 million and €100 million, and price talk is Libor/Euribor plus 550 bps with a 1.25% floor and an original issue discount of 981/2.

Credit Suisse Securities (USA) LLC, Morgan Stanley Senior Funding Inc. and Deutsche Bank Securities Inc. are the lead banks on the deal that will be used refinance floating-rate notes.

Grohe is Düsseldorf, Germany-based manufacturer and supplier of sanitary fittings.

Hearthside discloses guidance

In other news, Hearthside Food Solutions released price talk of Libor plus 450 bps with a 1.25% Libor floor and an original issue discount of 99 on its $400 million credit facility, which was launched with a bank meeting on Wednesday, according to a market source.

The facility consists of a $30 million five-year revolver that has a 50 bps unused fee, a $30 million six-year delayed draw term loan that is available for one year and has a 100 bps unused fee, and a $340 million six-year term loan B, the source said.

GE Capital Markets and SunTrust Robinson Humphrey Inc. are the leading the deal that will be used to refinance existing debt and fund a small dividend.

Hearthside is a Downers Grove, Ill.-based bakery and a full-service contract manufacturer of grain-based food and snack products.

Pacific Architects sets talk

Pacific Architects and Engineers came out with guidance too, launching its $200 million five-year credit facility at Libor plus 325 bps with no Libor floor, according to a market source.

The facility, which consists of a $150 million revolver and a $50 million term loan A, is being offered with upfront fees of 37.5 bps for commitments of $25 million or more and 25 bps for commitments of $15 million or more, the source said.

RBC Capital Markets LLC and RBS Citizens are the bookrunners on the deal that will refinance existing bank debt.

Commitments are due on May 30.

Pacific Architects, an Arlington, Va.-based provider of contract services to U.S. and foreign governments, and international organizations, will have total leverage of around 2.2 times at close.

CAMP launches

CAMP International Holding Co. also held a bank meeting, but price talk on the deal is not expected to come out until ratings are announced, which some sources are expecting will occur on Thursday.

The company's $375 million credit facility is comprised of a $30 million five-year revolver, a $230 million seven-year covenant-light first-lien term loan and a $115 million 71/2-year covenant-light second-lien term loan.

The first-lien term loan has 101 soft call protection for one year, and the second-lien term loan has call protection of 103 in year one, 102 in year two and 101 in year three, the source added.

Deutsche Bank Securities Inc., Credit Suisse Securities (USA) LLC, RBC Capital Markets and UBS Securities LLC are the lead banks on the deal.

CAMP, a Ronkonkoma, N.Y.-based provider of maintenance tracking for business aviation, will use the proceeds to help fund its buyout by GTCR from Warburg Pincus.

Wolverine details surface

Wolverine Healthcare Analytics set a bank meeting for 10 a.m. ET on Friday in New York to launch a proposed $575 million credit facility that consists of a $50 million five-year revolver and a $525 million seven-year term loan B, according to a market source.

J.P. Morgan Securities LLC, Bank of America Merrill Lynch, Morgan Stanley Senior Funding Inc. and UBS Securities LLC are leading the deal that will fund the $1.25 billion acquisition of the company by Veritas Capital from Thomson Reuters.

Closing is expected in the next few months, subject to regulatory approval and customary conditions.

Wolverine Healthcare is a provider of data, analytics and performance benchmarking services to hospitals, health systems, employers, health plans, government agencies and health care professionals.

Affinity Gaming closes

Affinity Gaming LLC completed its credit facility, a news release said, that includes a $200 million 51/2-year term loan (Ba3/BB) and a $35 million five-year super-priority revolver (Ba2/BB).

Pricing on the loan is Libor plus 425 bps with a 1.25% Libor floor, and it was sold at a discount of 99. There is 101 soft call protection for one year.

During syndication, pricing on the loan was reduced from Libor plus 450 bps and the maturity was shortened from seven years because the company modified the tenor on its $200 million senior notes offering to six years from eight years.

Deutsche Bank Securities Inc., J.P. Morgan Securities LLC, Jefferies & Co. and Macquarie Capital led the $235 million refinancing credit facility for the Las Vegas-based gaming company.

SBA wraps loan

SBA Communications Corp. completed its $200 million five-year amortizing term loan A (Ba2/BB), according to a news release. Initial pricing is Libor plus 250 bps.

TD Securities (USA) LLC and Wells Fargo Securities LLC were joint lead arrangers on the deal and joint bookrunners with Citigroup Global Markets Inc., RBS Securities Inc. and Deutsche Bank Securities Inc.

Proceeds were used to repay borrowings under a revolving credit facility.

With this transaction, the revolver was increased by $100 million to $700 million through commitments from the existing lender group and the maturity was extended to May 9, 2017.

SBA is a Boca Raton, Fla.-based provider, owner and operator of wireless communications infrastructure.


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