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Published on 12/8/2014 in the Prospect News Bank Loan Daily.

Dealogic frees up after tweaks; Sage Products shutting early; Vogue International sets talk

By Sara Rosenberg

New York, Dec. 8 – Dealogic lowered the spread on its term loan, tightened the original issue discount, sweetened the call protection and then made its way into the secondary market on Monday above the revised offer price.

In more happenings, Sage Products Holdings III LLC accelerated the commitment deadline on its term loans, Vogue International released talk with launch, and right leads surfaced on AmWINS Group Inc.’s loans.

Furthermore, Cengage Learning Acquisitions Inc. and General Communication Inc. (GCI) joined this week’s calendar.

Dealogic revised, breaks

Dealogic cut pricing on its $335 million covenant-light term loan (B1) to Libor plus 375 basis points from talk of Libor plus 400 bps to 425 bps, moved the original issue discount to 99½ from 99 and pushed out the 101 soft call protection to one year from six months, according to a market source, who said the 1% Libor floor was unchanged.

Recommitments were due at 1 p.m. ET on Monday and with final terms in place, the debt was able to free up for trading in the afternoon with levels seen at 99¾ bid, par ¼ offered, a trader added.

J.P. Morgan Securities LLC, Barclays and Deutsche Bank Securities Inc. are leading the deal that will be used to help fund the buyout of the company by the Carlyle Group for around $700 million from company management and founders, who will reinvest equity into the transaction.

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

Dealogic is a New York and London-based provider of data and analytics, market intelligence and capital markets software services for financial institutions.

Sage moves deadline

Sage Products’ revised the commitment deadline on its fungible $315 million incremental first-lien covenant-light term loan (B) and fungible $65 million incremental second-lien covenant-light term loan (CCC+) to 5 p.m. ET on Tuesday from Friday, according to a market source.

As previously reported, the incremental first-lien term loan is talked at Libor plus 425 bps with a 1% Libor floor and an original issue discount of 99, and the incremental second-lien term loan is talked at Libor plus 800 bps with a 1.25% Libor floor and a discount of 99.

Included in the incremental first-lien term loan is 101 soft call protection for six months, and the incremental second-lien term loan has 101 hard call protection until Dec. 13, 2015, which matches the call protection on the existing second-lien loan.

Barclays and Deutsche Bank Securities Inc. are leading the deal that will be used to fund a shareholder distribution and pay related fees and expenses.

Sage amending

With this transaction, Sage Products is seeking an amendment to its existing credit facility to allow for the incremental debt and the one-time restricted payment.

As part of the deal, the company will reprice its existing $274.3 million first-lien term loan to match the incremental first-lien term loan pricing from current pricing of Libor plus 325 bps with a 1% Libor floor.

The spread and floor talk on the incremental second-lien term loan matches current pricing on the existing $200 million second-lien term loan.

First- and second-lien lenders are being offered a 25 bps amendment fee.

Net first-lien leverage is 4.2 times and net total leverage is 6.1 times.

Sage Products is a Cary, Ill.-based developer of products primarily for hospital intensive care units, which help prevent hospital-acquired conditions.

Vogue holds call

Also on the primary front, Vogue International hosted a lender call at 2 p.m. ET on Monday to launch a fungible $205 million add-on term loan that is talked at Libor plus 450 bps to 475 bps with a 1% Libor floor, an original issue discount of 99 and 101 soft call protection for one year, according to a market source.

As part of the transaction, pricing on the existing term loan will be revised to match the add-on pricing from current pricing of Libor plus 425 bps with a 1% Libor floor.

Commitments are due on Friday, the source said.

Goldman Sachs Bank USA and Bank of America Merrill Lynch are leading the deal that will be used to fund a dividend.

Vogue is a Tampa Bay, Fla.-based manufacturer and distributor of salon-heritage hair care and other personal care products.

AmWINS leads emerge

AmWINS Group launched its $340 million of new term loan debt with an afternoon call, and shortly ahead of the event, joint lead arrangers and co-arrangers on the deal were disclosed, a market source said.

As reported earlier, Credit Suisse Securities (USA) LLC is the left lead bank on the deal, but it is now known that Barclays and Morgan Stanley Senior Funding Inc. are joint lead arrangers with Credit Suisse.

In addition, co-arrangers on the debt surfaced as Deutsche Bank Securities Inc., J.P. Morgan Securities LLC and SunTrust Robinson Humphrey Inc., the source continued.

The debt consists of a $90 million first-lien covenant-light tack-on delayed-draw term loan (B) due Sept. 6, 2019 talked at Libor plus 425 bps with a 1% Libor floor, an original issue discount of 99 and 101 soft call protection for one year, and a $250 million second-lien covenant-light term loan (CCC+) due Sept. 6, 2020 talked at Libor plus 825 bps to 850 bps with a 1% Libor floor, a discount of 98½, and call protection of 103 in year one, 102 in year two and 101 in year three.

AmWINS repricing

With the tack-on loan, pricing on AmWINS’ existing $876 million first-lien term loan will increase to Libor plus 425 bps with a 1% Libor floor from current pricing of Libor plus 375 bps with a 1.25% Libor floor.

Proceeds from the new term loans will be used to fund two acquisitions and pay a dividend.

Commitments are due on Dec. 16.

AmWINS is a Charlotte, N.C.-based specialty insurance broker.

Cengage coming soon

Cengage Learning emerged with plans to hold a conference call at 11:30 a.m. ET on Tuesday to launch a fungible $300 million tack-on covenant-light senior secured term loan due March 31, 2020 that is talked at Libor plus 600 bps with a 1% Libor floor and an original issue discount that is still to be determined, according to a market source.

Pricing on the tack-on loan matches the existing $1,741,000,000 term loan, and all of the debt will get 101 soft call protection for six months.

Commitments are due on Friday, the source added.

Credit Suisse Securities (USA) LLC is leading the deal that will be used with $50 million of issuer’s cash to fund an up to $350 million dividend to shareholders that is expected to be paid on Dec. 30.

Cengage is a Stamford, Conn.-based provider of teaching, learning and research services for the academic, professional and library markets.

GCI readies deal

GCI set a bank meeting for 10 a.m. ET on Tuesday to launch a $275 million seven-year covenant-light term loan B (BB+) that is talked at Libor plus 325 bps to 350 bps with a 1% Libor floor, an original issue discount of 99 and 101 soft call protection for six months, a market source remarked.

Commitments are due on Dec. 19, the source added.

SunTrust Robinson Humphrey Inc., Bank of America Merrill Lynch and Credit Agricole are leading the deal that will be used to help fund the acquisition of Alaska Communications’ wireless subscriber base and its 33% interest in its partnership in the Alaska Wireless Network LLC for $300 million. GCI already owns the other two-thirds interest in Alaska Wireless Network.

Closing is expected in the first quarter of 2015, subject to certain conditions.

Pro forma for the acquisition, senior leverage is 1.9 times and total leverage is 4.2 times.

GCI is an Anchorage-based telecommunications provider.

PSC closes

In other news, the buyout of PSC Industrial Services by Littlejohn & Co. from Lindsay Goldberg LLC has been completed, a news release said.

To help fund the transaction, PSC got a new $270 million credit facility that consists of a $45 million five-year revolver (B1/B+), a $180 million six-year first-lien term loan (B1/B+) and a $45 million seven-year second-lien term loan (Caa1/CCC+).

Pricing on the first-lien term loan is Libor plus 475 bps with a step-down to Libor plus 450 bps when first-lien leverage is below 3.5 times, a 1% Libor floor and 101 soft call protection for six months. The debt was sold at an original issue discount of 99.

The second-lien term loan is priced at Libor plus 825 bps with a 1% Libor floor and was issued at a discount of 98. This tranche has call protection of 102 in year one and 101 in year two.

PSC leverage

With this transaction, PSC’s first-lien leverage is less than 4 times, and total leverage is less than 5 times.

BNP Paribas Securities Corp. led the credit facility.

During syndication, the revolver was upsized from $40 million, pricing on the first-lien term loan firmed at the wide end of the Libor plus 450 bps to 475 bps talk and the step-down was added, and pricing on the second-lien term loan finalized at the tight end of the Libor plus 825 bps to 850 bps talk.

PSC is a Houston-based industrial services company that offers hydroblasting, vacuuming, grit-blasting, explosive de-slagging, chemical cleaning, process dewatering and routine maintenance.


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