Carestream, Oxea, Pre-Paid Legal tweak deals; Emerald floats talk; Websense discloses timing

By Sara Rosenberg

New York, June 3 - In the primary on Monday, Carestream Health Inc. raised pricing on its first- and second-lien term loans, widened original issue discounts and sweetened the call protection on the second-lien debt, and Oxea modified its tranche sizes while reworking price talk.

Also, Pre-Paid Legal Services Inc. reduced the size of its first-lien term loan while lifting the coupon and amortization, and increased the size of its second-lien term loan while revising the call protection.

In addition, Emerald Expositions Holdings came out with price talk on its term loan as the debt was presented to lenders during the session, and Websense Inc. revealed timing on its credit facility,

Furthermore, Asurion LLC, Herff Jones, BlackPearl Resources Inc., Appvion, Navios Maritime Partners LP, Meritas Schools Holdings LLC, TCW Group (Clipper Acquisitions Corp.), Hargray Communications, Deltek Inc. and VWR Funding Inc. announced deal plans.

Carestream reworked

Carestream Health lifted the spread on its $1.85 billion six-year first-lien covenant-light term loan (B1/B+) to Libor plus 400 basis points from talk of Libor plus 325 bps to 350 bps, widened the original issue discount to 98½ from 99 and changed amortization to 5% per annum from 1%, according to a market source.

The first-lien term loan still has a 1% Libor floor and 101 repricing protection for one year.

Meanwhile, the $500 million 61/2-year second-lien covenant-light term loan (Caa1/B-) was flexed up to Libor plus 850 bps from Libor plus 750 bps and the discount was changed to 98 from 99, while the 1% Libor floor was left intact, the source continued.

Also, call protection on the second-lien loan was revised to non-callable for one year, then at 103 in year two, 102 in year three and 101 in year four, from 103 in year one, 102 in year two and 101 in year three. The call protection still has an initial public offering carve-out.

Carestream getting revolver

In addition to the term loans, Carestream's $2.5 billion credit facility provides for a $150 million revolver (B1/B+).

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

Credit Suisse Securities (USA) LLC, Bank of America Merrill Lynch and Goldman Sachs & Co. are leading the deal that will be used to refinance an existing term loan and fund a dividend.

Carestream is a Rochester, N.Y.-based provider of medical and dental imaging products.

Oxea restructures

Oxea downsized its U.S. 61/2-year first-lien term loan to a minimum of $535 million from $720.5 million, revised talk to Libor plus 325 bps to 350 bps from Libor plus 350 bps, cut the Libor floor to 1% from 1.25% and tightened the original issue discount to 99¾ from 991/2, according to a market source. The 101 soft call protection for six months was unchanged.

Also, the euro 61/2-year first-lien term loan was upsized to up to €450 million from €200 million, talk was changed to Euribor plus 350 bps to 375 bps from Euribor plus 375 bps and the floor was trimmed to 1% from 1.25%, the source said. The discount remained at 99½ and the 101 soft call protection for six months was left intact.

Furthermore, talk on the $327.5 million seven-year second-lien term loan was adjusted to Libor plus 725 bps to 750 bps from Libor plus 750 bps, the floor was changed to 1% from 1.25% and the discount was moved to 99½ from 99, the source said. There is still hard call protection of 102 in year one and 101 in year two.

Oxea removes MFN

On top of the size and pricing changes, Oxea removed the 18 month MFN sunset from the credit agreement, increased leverage ratios by 0.5 times to reflect the revised structure and increased the permitted change of control threshold to 5 times from 4.75 times, the source remarked.

In addition to the term loans, the company's credit facility includes an up to €120 million revolver. As a result of the first-lien loan size changes, the total credit facility amount was increased by €100 million.

Commitments are due at 5 p.m. ET on Tuesday.

Deutsche Bank Securities Inc., J.P. Morgan Securities LLC, Morgan Stanley Senior Funding Inc. and Nomura are the lead banks on the covenant-light deal, with Deutsche the left lead on the first-lien debt and JPMorgan the left lead on the second-lien loan.

Proceeds will be used by the Luxembourg-based chemical company to refinance existing debt and pay a dividend to Advent International.

Pre-Paid changes emerge

Pre-Paid Legal Services cut its six-year first-lien term loan B to $310 million from $375 million, raised pricing to Libor plus 500 bps from Libor plus 475 bps and changed amortization to 5% per annum from 2½%, according to a market source.

In addition, the seven-year second-lien term loan was lifted to $175 million from $110 million and the debt is now non-callable for one year, then at 102 in year two and 101 in year three, versus previously having call protection of 103 in year one, 102 in year two and 101 in year three, the source said.

Another change made was that the excess cash flow sweep in the credit agreement was changed to 75% with step-downs to 50% at leverage between 2½ and 3 times, 25% at leverage between 2 and 2½ times, and 0% at leverage below 2 times, from a grid of 50% with step-downs to 25% and 0%.

As before, the first-lien term loan has a 1.25% Libor floor, an original issue discount of 99 and 101 soft call protection for one year, and the second-lien term loan is priced at Libor plus 850 bps with a 1.25% Libor floor and an original issue discount of 981/2.

Pre-Paid lead banks

Morgan Stanley Senior Funding Inc. and RBC Capital Markets are leading Pre-Paid Legal Services' $485 million deal.

Recommitments are due at 5 p.m. ET on Wednesday, the source added.

Proceeds from the new term loans will be used to refinance existing debt and preferred stock.

Pre-Paid Legal Services is an Ada, Okla.-based provider of legal services.

Emerald reveals talk

In more primary happenings, Emerald Expositions held its bank meeting on Monday, at which time lenders were told that the $430 million term loan is being guided at Libor plus 350 bps to 375 bps with a 1% Libor floor, an original issue discount of 99 to 99½ and 101 soft call protection for six months, according to a market source.

The company's $520 million credit facility (BB-) also includes a $90 million five-year revolver, the source said.

Bank of America Merrill Lynch, Goldman Sachs Bank USA, Credit Suisse Securities (USA) LLC, Morgan Stanley Senior Funding Inc., RBC Capital Markets and UBS Investment Bank are leading the deal that will be used with about $350 million in equity and $200 million of notes to fund the $950 million acquisition of Nielsen Expositions by Onex Corp. from Nielsen Holdings NV.

Closing is expected this quarter, subject to customary conditions.

Nielsen Expositions is a San Juan Capistrano, Calif.-based operator of large, business-to-business tradeshows.

Websense timing emerges

Websense disclosed timing on the launch of its $615 million senior secured credit facility as a bank meeting has been scheduled to take place at 10 a.m. ET in New York on Thursday, a market source said.

J.P. Morgan Securities LLC, RBC Capital Markets and Guggenheim Partners are leading the deal.

The facility consists of a $40 million five-year revolver, a $350 million seven-year covenant-light first-lien term loan and a $225 million 71/2-year covenant-light second-lien term loan.

According to filings with the Securities and Exchange Commission, pricing on the revolver and first-lien term loan is expected at Libor plus 350 basis points, with the term loan having a 1% Libor floor and the revolver having a 50 bps commitment fee, and pricing on the second-lien loan is expected at Libor plus 750 bps with a 1% Libor floor.

Also, the first-lien term loan is expected to have 101 repricing protection for six months and the second-lien term loan is expected to have call protection of 102 in year one and 101 in year two.

Official price talk and call premiums, however, are not yet out, the source remarked.

Websense being acquired

Proceeds from Websense's credit facility and $500 million of equity will be used to fund its buyout by Vista Equity Partners for $24.75 in cash per share.

Closing is expected before the end of the third quarter, subject to a minimum stock tender condition, clearance under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, financing and other customary conditions.

Websense is a San Diego-based provider of web security, e-mail security, mobile security and data loss prevention.

Asurion coming soon

Asurion set a lender call for 11 a.m. ET on Tuesday to launch a new $850 million senior secured term loan, according to a market source.

Morgan Stanley and Credit Suisse are leading the deal that will be used to refinance the company's existing first-lien amortizing term loan due 2017 and for general corporate purposes.

The source said that general corporate purposes may include refinancing an existing holdco Loan, funding a return of capital to shareholders and financing potential acquisitions.

Asurion is a Nashville-based provider of technology protection services.

Herff Jones deal surfaces

Herff Jones scheduled a bank meeting for Wednesday to launch a $700 million credit facility that is being led by Jefferies Finance LLC, according to a market source.

The facility consists of a $150 million revolver and a $550 million term loan B, the source said.

Proceeds will be used to fund the acquisition of BSN Sports, a Dallas-based distributor of team sports apparel and equipment, and to refinance existing debt.

Herff Jones is an Indianapolis-based manufacturer and publisher of educational products, recognition awards and graduation-related items.

BlackPearl on deck

BlackPearl will hold a bank meeting for 10 a.m. ET in New York on Tuesday to launch a $350 million six-year senior secured second-lien term loan and talk on the deal has already come out at Libor plus 675 bps with a 1.25% Libor floor and an original issue discount of 991/2, according to a market source.

Also, the loan is non-callable for two years, then at 101 in year three, the source remarked.

Credit Suisse Securities (USA) LLC and RBC Capital Markets are leading the loan for which commitments are due on June 18.

Proceeds will be used fund the Onion Lake thermal enhanced oil recovery project and for general corporate purposes.

BlackPearl is a Calgary-based oil and gas company.

Appvion plans refi

Appvion set a bank meeting for 10 a.m. ET on Tuesday to launch $575 million in first- and second-lien term loans that will be used to take out 9¾% subordinated notes due 2014, 10½% secured notes due 2015 and its 11¼% second-lien notes due 2015, according to a market source.

The new loans consist of a $375 million six-year first-lien term loan and a $200 million seven-year second-lien term loan, the source said.

Jefferies Finance LLC is leading the deal.

Based on about $131.5 million of EBITDA, leverage is 3 times through the first-lien and 4.6 times total.

Appvion (previously Appleton Papers Inc.) is an Appleton, Wis.-based producer of thermal, carbonless and security papers and Encapsys products.

Navios readies loan

Navios Maritime Partners LP will host a lender meeting at 2 p.m. ET on Tuesday to launch a $250 million senior secured term loan B that will refinance an existing credit facility and fund the acquisition of new vessels, according to a market source.

Morgan Stanley Senior Funding Inc., J.P. Morgan Securities LLC and Citigroup Global Markets Inc. are leading the deal.

Navios is a Piraeus, Greece-based owner and operator of tanker vessels.

Meritas joins calendar

Meritas Schools scheduled a bank meeting for 10 a.m. ET in New York on Wednesday to launch a $245 million credit facility that consists of a $30 million five-year revolver and a $215 million six-year first-lien term loan, according to a market source.

Talk on the term loan is Libor plus 550 bps to 575 bps with a 1.25% Libor floor, an original issue discount of 99 and 101 soft call protection for one year, the source continued.

Commitments are due on June 19, the source said.

Credit Suisse Securities (USA) LLC and BMO Capital Markets are leading the transaction.

Proceeds will be used to refinance existing debt and for growth capital expenditures.

Meritas is a Northbrook, Ill.-based family of private college-preparatory schools.

TCW sets call

TCW Group will host a lender call at 11 a.m. ET on Tuesday to launch a $354 million term loan B due February 2020 that is talked at Libor plus 200 bps to 225 bps with a 0.75% Libor floor, a par offer price and 101 soft call protection for six months, according to a market source.

J.P. Morgan Securities LLC, Morgan Stanley Senior Funding Inc. and Bank of America Merrill Lynch are leading the deal.

Proceeds will refinance an existing term loan B due February 2020.

TCW is a Los Angeles-based asset management firm that specializes in fixed income, world equity and alternative markets.

Hargray to tap market

Hargray Communications set a bank meeting for 10 a.m. ET on Thursday to launch a $330 million credit facility that is being led by RBC Capital Markets and Credit Suisse Securities (USA) LLC, according to a market source.

The facility, which consists of a $25 million revolver and a $305 million term loan B, will be used to refinance existing debt and fund a modest dividend to shareholders, the source said.

Hargray is a provider of triple play data, video and voice services serving southeastern South Carolina and northeastern Georgia.

Deltek add-ons

Deltek Inc. will hold a bank meeting on Thursday to launch a $150 million first-lien term loan add-on and an $80 million second-lien term loan add-on, with proceeds earmarked for funding a dividend, according to a market source.

Jefferies Finance LLC is leading the deal.

Deltek is a Herndon, Va.-based provider of enterprise software and information for professional services firms and government contractors.

VWR repricing

VWR plans to hold a call at 10 a.m. ET on Tuesday to launch a repricing of its $242 million extended term loan due in 2017 and its €476 million extended term loan due in 2017, according to a market source.

Bank of America Merrill Lynch and Citigroup Global Markets Inc. are leading the transaction that is expected to close within the next two weeks.

VWR is a Radnor, Pa.-based provider of laboratory supplies, equipment and services.

Ennis Flint wraps

In other news, Ennis Flint (Road Infrastructure Investment LLC) completed syndication of its $15 million incremental first-lien term loan due March 30, 2018 that is priced at Libor plus 500 bps with a 1.25% Libor floor, and was issued at par, according to a market source.

Credit Suisse Securities (USA) LLC is leading the deal.

Proceeds are being used for general corporate purposes.

Ennis Flint is a Thomasville, N.C.-based manufacturer and marketer of traffic safety and pavement marking products.

Avis closes

Avis Budget Car Rental LLC completed its $1 billion term loan (BB) due 2019 that is priced at Libor plus 225 bps with a 0.75% Libor floor, a news release said. The loan was issued at par and has 101 soft call protection for six months.

During syndication, pricing on the term loan firmed at the tight end of the Libor plus 225 bps to 250 bps talk.

J.P. Morgan Securities LLC led the deal that was used to refinance an existing term loan due 2019 priced at Libor plus 275 bps with a 1% Libor floor and help redeem $124 million of 9 5/8% senior notes due 2018.

Avis is a Parsippany, N.J.-based provider of vehicle rental services.

BWIC emerges

Over on the secondary side of things, bids on a $200 million-plus Bid-Wanted-In-Competition are due at 11 a.m. ET on Tuesday, according to a trader.

The portfolio includes about 90 issuers.

Some of the names in the portfolio are Aramark Corp., Community Health Systems Inc., Federal-Mogul Corp., Las Vegas Sands LLC, Rovi Corp. and VNU Inc., the trader added.

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