American Builders, ON Semiconductor, Michaels Stores, Air Canada, Orion, DTI Holdco break

By Sara Rosenberg

New York, Sept. 23 – American Builders & Contractors Supply Co. Inc., ON Semiconductor Corp., Michaels Stores Inc., Air Canada and Orion Engineered Carbons all made their way into the secondary market on Friday, and DTI Holdco Inc. broke after finalizing pricing on its term loan B at the high end of revised talk.

In more happenings, Quality Care Properties Inc. raised the spread, widened the original issue discount and sweetened the call protection on its term loan B, and GFL Environmental Inc. reduced pricing on its U.S. term loan B and increased pricing on its Canadian term loan B.

Also, Nexstar Broadcasting Group Inc. downsized its term loan B while revising the spread, Libor floor and original issue discount, and Coinstar LLC upsized its first-lien term loan, set pricing at the low end of guidance and tightened the issue price.

Additionally, Dexter Axle changed the issue price on its add-on term loan, and Affinity Gaming modified the issue price on its incremental first-lien term loan and reworked its amendment proposal.

Furthermore, Spectrum Brands Inc. came out with price talk on its term loan B with launch, Nielsen Finance LLC emerged with a repricing proposal to its euro term loan B-2, and CCM Merger Inc. (MotorCity Casino Hotel) approached lenders with an incremental term loan B and repricing of its existing term loan B debt.

American Builders tops par

American Builders & Contractors Supply’s $1,875,000,000 seven-year covenant-light term loan B (B1/BB+) broke for trading on Friday, with levels seen at 100¼ bid, 100½ offered, according to a market source.

Pricing on the term loan is Libor plus 275 basis points with a 0.75% Libor floor, and it was issued at par, after tightening on Thursday from 99.5. Included in the loan is 101 soft call protection for six months.

Deutsche Bank Securities Inc., RBC Capital Markets LLC and Bank of America Merrill Lynch are leading the debt that will be used to fund the acquisition of L&W Supply from USG Corp., to refinance/extend an existing term loan and to pay a $150 million distribution for estate tax planning.

Closing is expected on Oct. 31.

American Builders is a Beloit, Wis.-based building products distributor. L&W Supply is a Chicago-based distributor of drywall, ceiling tiles, steel framing and other building materials.

ON Semiconductor frees up

ON Semiconductor’s $2.4 billion covenant-light term loan B due March 2023 emerged in the secondary market too, with levels quoted at 100 3/8 bid, 100 5/8 offered, a market source remarked.

Pricing on the loan is Libor plus 325 bps with no floor, and it was issued at par. The debt has 101 soft call protection for six months.

Deutsche Bank Securities Inc., Bank of America Merrill Lynch, HSBC Securities (USA) Inc., BBVA and BMO Capital Markets are leading the deal that will be used to reprice an existing $2.2 billion term loan B from Libor plus 450 bps with a 0.75% Libor floor and to pay down revolver borrowings.

Existing term loan B lenders are getting paid out at the 101 repricing premium.

ON Semiconductor is a Phoenix-based semiconductor company.

Air Canada levels emerge

Air Canada’s $800 million seven-year term loan B also broke, with levels quoted at par bid, 100½ offered, according to a market source.

Pricing on the loan is Libor plus 275 bps with a 0.75% Libor floor, and it was sold at an original issue discount of 99.5. The debt has 101 soft call protection for six months.

During syndication, the term loan B was upsized from $720 million and pricing was trimmed from talk of Libor plus 300 bps to 325 bps.

J.P. Morgan Securities LLC and Citigroup Global Markets Inc. are leading the deal that will be used with cash on hand to help refinance the company’s existing senior secured credit facility and to help fund the redemption of $400 million of 6¾% senior secured notes due 2019, C$300 million of 7 5/8% senior secured notes due 2019 and $300 million 8¾% senior second-lien notes due 2020.

The note redemption is expected to occur on Oct. 6.

Air Canada is a Montreal-based airline company.

Michaels hits secondary

Michaels Stores’ $2.27 billion term loan B-1 (Ba2/BB) due Jan. 28, 2023 freed up for trading as well, with levels seen at 100 3/8 bid, 100 5/8 offered, a source said.

Pricing on the term loan B-1 is Libor plus 275 bps with a 1% Libor floor. The debt has 101 soft call protection for six months.

Deutsche Bank Securities Inc., Goldman Sachs Bank USA, J.P. Morgan Securities LLC, SunTrust Robinson Humphrey Inc. and Wells Fargo Securities LLC are leading the deal that will be used to extend the maturities by three years of the existing term loan B-1, currently priced at Libor plus 275 bps with a 1% Libor floor, and term loan B-2, currently priced at Libor plus 300 bps with a 1% Libor floor, and fold them into the new single term loan B-1 tranche.

Closing is expected on Wednesday.

Michaels Stores is an Irving, Texas-based arts & crafts specialty retailer.

Orion starts trading

Another deal to make its way into the secondary market was Orion Engineered Carbons, with its $302.8 million term loan B due July 25, 2021 seen at 100 1/8 bid, 100 5/8 offered, according to a market source.

Pricing on the U.S. term loan B, as well as on a €347 million term loan B due July 25, 2021 is Libor/Euribor plus 300 bps with a 0.75% floor. Existing lenders were offered a 12.5 bps consent fee and new money lenders were offered a 12.5 bps original issue discount. The debt has 101 soft call protection for six months.

On Wednesday, pricing on the term loans was reduced from Libor/Euribor plus 325 bps.

Goldman Sachs Bank USA is leading the deal that will be used to reprice existing U.S. and euro term loan B debt from Libor/Euribor plus 375 bps with a 1% floor.

Orion Engineered Carbons is a Frankfurt-based producer of carbon black.

DTI firms spread, breaks

DTI Holdco set pricing on its $1,195,000,000 seven-year covenant-light term loan B at Libor plus 525 bps, the wide end of revised talk of Libor plus 500 bps to 525 bps and up from initial talk of Libor plus 450 bps to 475 bps, according to a market source.

The term loan B has a 1% Libor floor, an original issue discount of 99 and 101 soft call protection for one year.

During syndication, the call protection was extended from six months, the 18-month MFN sunset was removed, and the incremental allowance was revised to $100 million from $150 million, plus unlimited amounts up to 4.5 times, changed from 5 times, net secured leverage and 5.5 times net total leverage.

With final terms in place, the term loan B freed up for trading, with levels quoted at 99 1/8 bid, 99½ offered, a trader added.

DTI getting revolver

In addition to the term loan B, DTI’s $1,295,000,000 credit facility (B2/B) includes a $100 million revolver.

Bank of America Merrill Lynch, Goldman Sachs Bank USA, Antares Capital, Ares Capital Management LLC and Golub Capital LLC are leading the deal that will be used with up to $490 million of equity to fund the buyout of Epiq Systems Inc. by Omers Private Equity and Harvest Partners LP for $16.50 per share in cash, and combination of Epiq with DTI, which is majority-owned by Omers. The transaction has a total value of about $1 billion, including assumed debt obligations.

Closing is expected in the fourth quarter, subject to customary conditions, including receipt of shareholder and regulatory approvals.

DTI is an Atlanta-based legal process outsourcing company. Epiq is a Kansas City, Kan.-based provider of integrated technology and services for the legal profession.

Monitronics rises

Also in trading, Monitronics International Inc.’s $1,075,000,000 six-year term loan B-2 moved up on Friday to 99¼ bid, 99¾ offered from Thursday night’s breaking levels of 99 bid, 99½ offered, a trader remarked.

The term loan is priced at Libor plus 550 bps with a 1% Libor floor, and it was sold at an original issue discount of 98.5. The debt has hard call protection of 102 in year one and 101 in year two.

During syndication, the term loan B-2 was upsized from $700 million as plans for a $400 million senior secured notes offering were terminated, pricing was increased from talk of Libor plus 500 bps to 525 bps, the discount was modified from 99, and the call protection was changed from a soft call of 101 for one year.

Bank of America Merrill Lynch, Citigroup Global Markets Inc. and Credit Suisse Securities (USA) LLC are leading the deal that will be used to refinance revolver and term loan borrowings.

Monitronics is a Dallas-based home security alarm monitoring company.

Quality Care reworked

Back in the primary market, Quality Care raised pricing on its $1 billion six-year term loan B to Libor plus 525 bps from Libor plus 475 bps, moved the original issue discount to 98 from 99, modified the call protection to a hard call of 102 in year one and 101 in year two from a soft call of 101 for one year, and changed the minimum debt service coverage ratio to 1.75 times from 1.5 times, a market source said. The 1% Libor floor was unchanged.

The company’s $1.1 billion credit facility (B2/BB) also includes a $100 million five-year revolver.

Recommitments are due at noon ET on Monday, the source added.

Barclays, Morgan Stanley Senior Funding Inc. and Deutsche Bank Securities Inc. are leading the deal that will be used with $750 million of seven-year second-lien debt (B3/BB-) to fund the spinoff of HCP Inc.’s HCR ManorCare portfolio of skilled nursing and assisted living assets into a real estate investment trust.

Closing is expected this year, subject to conditions.

First-lien leverage is 2.1 times, and total leverage is 3.8 times.

Quality Care is an Irvine, Calif.-based health care services provider.

GFL updates pricing

GFL Environmental trimmed the spread on its $370 million seven-year covenant-light term loan B to Libor plus 275 bps from Libor plus 300 bps and lifted the spread on its C$130 million seven-year covenant-light term loan B to CDOR plus 375 bps from CDOR plus 300 bps, according to a market source.

In addition, the 12-month MFN sunset was removed and the ability to reclassify incremental debt incurred under the fixed incremental basket was eliminated, the source said.

Both term loans still have a 1% floor, a discount of 99.5 and 101 soft call protection for six months.

The company’s C$950 million credit facility (Ba2/BB-) also includes a C$340 million five-year revolver.

Recommitments were due at 2 p.m. ET on Friday, the source added.

Barclays, BMO Capital Markets Corp., Credit Suisse Securities (USA) LLC and Macquarie Capital (USA) Inc. are leading the deal that will pay down some revolver borrowings, refinance other debt and fund acquisitions.

Pro forma secured leverage is 2.1 times and total leverage is 5.4 times.

GFL Environmental is a Vaughan, Ont.-based waste management services company.

Nexstar changes surface

Nexstar Broadcasting reduced its seven-year covenant-light term loan B to $2.75 billion from $2.85 billion as its term loan A was upsized by $100 million, lowered pricing to Libor plus 300 bps from Libor plus 325 bps, cut the Libor floor to 0% from 0.75% and modified the original issue discount to 99.75 from talk of 99 to 99.5, a source said. The 101 soft call protection for six months was unchanged.

Recommitments were due at 2 p.m. ET on Friday.

Bank of America Merrill Lynch, Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., SunTrust Robinson Humphrey Inc., Barclays and Wells Fargo Securities LLC are leading the deal that will be used to help fund the acquisition of Media General Inc. for $10.55 per share and 0.1249 of a share of Nexstar class A common stock for each Media General share. At closing, Nexstar will change its name to Nexstar Media Group Inc.

Closing is expected in the third quarter or early in the fourth quarter, subject to a vote by stockholders of Media General and Nexstar, FCC approval and other regulatory approvals, and other customary conditions.

Irving, Texas-based Nexstar and Richmond, Va.-based Media General are diversified media companies.

Coinstar modifies loan

Coinstar lifted its seven-year covenant-light first-lien term loan to $560 million from $535 million, set pricing at Libor plus 425 bps, the low end of the Libor plus 425 bps to 450 bps talk, and tightened the original issue discount to 99.5 from 99, according to a market source.

As before, the first-lien term loan has a 1% Libor floor and 101 soft call protection for six months.

The company’s now $770 million senior secured credit facility also includes a $75 million five-year revolver, and a $135 million eight-year covenant-light second-lien term loan priced at Libor plus 875 bps with a 1% Libor floor and a discount of 98.5. The second-lien loan has hard call protection of 102 in year one and 101 in year two.

Bank of America Merrill Lynch, Jefferies Finance LLC, Credit Suisse Securities (USA) LLC, Barclays and Deutsche Bank Securities Inc. are leading the deal.

Coinstar being acquired

Proceeds from Coinstar’s credit facility will be used to back the buyout of its parent company, Bellevue, Wash.-based Outerwall Inc., by Apollo Global Management LLC for $52.00 per share in cash. The transaction has a total enterprise value of about $1.6 billion, including net debt.

Due to the first-lien term loan upsizing, the equity being used for the buyout was reduced, the source added.

Closing is expected during the third quarter, subject to satisfaction of a minimum tender condition, the receipt of regulatory approvals and other customary conditions.

Coinstar is a fully automated network of self-service coin-counting machines.

Dexter Axle revises OID

Dexter Axle tightened the original issue discount on its $80 million add-on term loan (B1/B+) to 99.75 from 99.5, according to a market source.

The add-on loan is priced at Libor plus 525 bps with a 1% Libor floor, in line with the company’s existing term loan.

Recommitments are due at noon ET on Monday, the source said.

BNP Paribas Securities Corp. is leading the deal that will be used to fund an acquisition.

Dexter Axle is an Elkhart, Ind.-based designer and manufacturer of trailer axles, brakes and related components.

Affinity tweaks first-lien

Affinity Gaming tightened the issue price on its $30 million incremental first-lien term loan due July 1, 2023 (B1/B+) to par from 99.5, a market source remarked.

As before, pricing on the incremental first-lien term loan is Libor plus 400 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.

The company’s $95 million eight-year second-lien term loan (B3/CCC+) is still being talked at Libor plus 825 bps with a 1% Libor floor, a discount of 98.5 and call protection of 102 in year one and 101 in year two.

Proceeds from the new loans and equity will fund the buyout of the company by Z Capital Partners LLC, which currently owns about 41% of Affinity’s outstanding shares, for $17.35 per share in cash. The transaction values Affinity at about $580 million.

Affinity modifies amendment

In connection with the buyout, Affinity Gaming is asking to amend its existing $375 million first-lien term loan (B1/B+) due July 1, 2023 to, among other things, allow for the new debt.

The amendment proposal was changed so that the company is now seeking an increase to the unlimited restricted payments incurrence ratio to 3.25 times from 3 times, instead of an increase to 3.5 times, and an increase to the unlimited investments incurrence ratio test to 4 times from 3.5 times, as opposed to an increase to 4.5 times.

Additionally, the company is no longer seeking changes to the eligible assignee/disqualified institution provisions, the source continued.

And, the consent fee for the amendment was lifted to 20 bps at the closing of the amendment and 20 bps at the completion of the transaction, from 10 bps at the amendment closing and 10 bps at the transaction closing, the source added.

Affinity lead banks

Citizens Bank, Credit Suisse Securities (USA) LLC and Fifth Third Bank are leading Affinity’s new term loans, with Citizens the left lead, and Credit Suisse is leading the amendment.

Commitments and consents were due at 5 p.m. ET on Friday.

Closing on the buyout is targeted for the first quarter of 2017, subject to shareholder approval, regulatory approvals, including by gaming regulators in the four states in which Affinity is licensed, expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act, and other customary conditions.

Affinity Gaming is a Las Vegas-based diversified casino gaming company.

Spectrum releases talk

Also in the primary market, Spectrum Brands held its call on Friday morning, launching its $1.1 billion term loan B due June 23, 2022 with talk of Libor plus 250 bps with a 0.75% Libor floor and a par issue price, a market source said.

The term loan B has 101 soft call protection for six months.

Commitments are due at 3 p.m. ET on Sept. 30 and closing is expected in October.

Deutsche Bank Securities Inc. is leading the deal that will be used to reprice the company’s existing term loan B from Libor plus 300 bps with a 0.75% Libor floor.

Spectrum Brands is a Middleton, Wis.-based diversified consumer products company.

Nielsen euro repricing

Nielsen Finance approached lenders with a repricing of its €286 million covenant-light term loan B-2 (Ba1/BBB) that is talked at Euribor plus 250 bps with no floor, a par issue price and 101 soft call protection for six months, according to a market source.

The repricing will take the euro term loan B-2 down from Euribor plus 300 bps with no floor.

Cashless roll commitments are due at 5 p.m. ET on Wednesday and new money commitments are due at 5 p.m. ET on Thursday, the source said.

This euro term loan repricing joins the company’s already in market up to $1.6 billion seven-year covenant-light term loan B-3.

Nielsen B-3 details

Nielsen’s term loan B-3, for which commitments are due at noon ET on Tuesday, is priced at Libor plus 250 bps with no Libor floor and an original issue discount of 99.75, and includes 101 soft call protection for six months.

As previously reported, on Thursday, the term loan B-3 was upsized from $500 million, the spread was set at the low end of the Libor plus 250 bps to 275 bps talk and the discount was revised from 99.5.

The term loan B-3 will be used to refinance the company’s existing term loan B-1 and, because of the upsizing, its dollar-denominated term loan B-2.

Citigroup Global Markets Inc. and J.P. Morgan Securities LLC are leading the term loans that are expected to close during the week of Sept. 26.

Nielsen Finance is a subsidiary of Nielsen Co. BV, a New York and Netherlands-based provider of information and insights into what consumers watch and buy.

CCM Merger launches

CCM Merger launched on its lender call a repricing of its existing term loan B due August 2021 and a $75 million incremental term loan B due August 2021, both talked at Libor plus 325 bps with a 0.75% Libor floor, according to a market source.

Existing lenders are offered a 10 bps consent fee, and the incremental term loan is talked with an original issue discount of 99.75, the source said.

Commitments are due on Sept. 30.

Bank of America Merrill Lynch and Fifth Third Bank are leading the deal (B1/BB-) that will be used to reprice an existing term loan B down from Libor plus 350 bps with a 1% Libor floor, and to repay some notes and for general corporate purposes.

CCM Merger is the operator of MotorCity Casino, a multi-story gaming, hotel, dining convention/conference and entertainment facility near downtown Detroit.

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