Mavenir Systems, Berlin, USIC, AlixPartners break; Jo-Ann, Hunterstown, R1 RCM update deals

By Sara Rosenberg

New York, May 1 – Mavenir Systems widened the spread and original issue discount on its term loan B and sweetened the call protection before hitting the secondary market on Tuesday, and deals from Berlin Packaging LLC, USIC Holdings Inc. and AlixPartners LLP freed to trade as well.

Also, Jo-Ann Stores LLC firmed the spread on its second-lien term loan at the high side of talk, and Hunterstown Generation (Kestrel Acquisition LLC) increased the size of its term loan B, trimmed pricing and tightened the issue price.

Furthermore, R1 RCM Inc. finalized pricing on its term loan B at the low end of revised guidance, and Consolidated Energy Finance SA accelerated the commitment deadline on its term loan B.

In addition, Omnia Partners Inc., TransDigm Inc. and NEP Group Inc. released price talk with launch, and The Hillman Group Inc., ADS Tactical Inc., CHG Healthcare Services Inc., Bright Horizons Family Solutions Inc. and Aristocrat Leisure Ltd. surfaced with new deal plans.

Mavenir reworked, trades

Mavenir Systems lifted pricing on its $550 million seven-year first-lien term loan B to Libor plus 600 basis points from talk in the range of Libor plus 525 bps to 550 bps, revised the original issue discount to 98 from 99 and modified the soft call protection to 102 in year one and 101 in year two from 101 for six months, according to a market source.

As before, the term loan has a 1% Libor floor.

The company’s $610 million of credit facilities (B2/B-) also include a $60 million revolver.

Recommitments were due at 11 a.m. ET on Tuesday and in the afternoon the term loan freed to trade, with levels quoted at 98¼ bid, 99¼ offered, another source added.

Goldman Sachs Bank USA, J.P. Morgan Securities LLC, RBC Capital Markets and Deutsche Bank Securities Inc. are leading the deal that will be used to refinance existing debt.

Mavenir Systems is a provider of mission-critical network infrastructure software to mobile network operators.

Berlin tops OID

Berlin Packaging’s $815 million 7.5-year covenant-light term loan B (B3/B) broke as well, with levels quoted at par ½ bid, 101 offered, a trader remarked.

Pricing on the term loan is Libor plus 300 bps with a 0% Libor floor, and it was sold at an original issue discount of 99.75. The loan has 101 soft call protection for six months.

During syndication, pricing on the term loan was lowered from talk in the range of Libor plus 325 bps to 350 bps and the discount was revised from 99.5.

The company’s $1,245,000,000 of senior secured credit facilities also include a $75 million six-year revolver (B3/B) and a $355 million privately placed second-lien term loan.

Morgan Stanley Senior Funding Inc., Goldman Sachs Bank USA and Jefferies LLC are leading the deal that will be used to refinance existing debt and distribute a shareholder dividend.

Closing is expected on Monday.

Berlin Packaging is a Chicago-based hybrid packaging supplier.

USIC hits secondary

USIC’s fungible $100 million add-on senior secured first-lien term loan (B2/B) due December 2023 and repriced $667 million senior secured first-lien term loan (B2/B) due December 2023 also freed to trade, with levels quoted at par ¼ bid, 101 offered, according to a market source.

Pricing on the term loan debt is Libor plus 325 bps with a 25 bps step-down at 4.25 times first-lien net leverage after Sept. 30 and a 1% Libor floor. The add-on was sold at an original issue discount of 99.75, the repricing was issued at par and all of the debt has 101 soft call protection for six months. There is a ticking fee on the add-on loan of half the spread from days 31 to 60 and the full spread thereafter.

On Monday, the add-on term loan was upsized from $75 million and the discount was modified from 99.5.

Goldman Sachs Bank USA, Morgan Stanley Senior Funding Inc. and Antares Capital are leading the deal.

Proceeds from the add-on term loan will be used for mergers and acquisitions and for general corporate purposes, and the repricing will take the existing term loan down from Libor plus 350 bps with a 1% Libor floor.

USIC is an Indianapolis-based provider of underground utility locating services.

AlixPartners frees up

AlixPartners’ fungible $170 million incremental covenant-light term loan B (B+) due April 2024 began trading too, with levels seen at par 5/8 bid, par 7/8 offered, a trader said.

Pricing on the incremental loan is Libor plus 275 bps with a 0% Libor floor, in line with existing term loan pricing, and it was issued at par.

During syndication, the issue price on the incremental loan was tightened from 99.75.

Deutsche Bank Securities Inc. is the left lead on the deal that will be used for a dividend recapitalization.

Closing is expected during the week of May 7.

AlixPartners is a New York-based performance improvement, corporate turnaround and financial advisory services firm.

Jo-Ann updated

Back in the primary market, Jo-Ann Stores firmed the spread on its $225 million six-year covenant-light second-lien term loan (Caa1/CCC+) at Libor plus 925 bps, the high end of the Libor plus 900 bps to 925 bps talk, a market source remarked.

The term loan still has a 1% Libor floor, an original issue discount of 98.5 and call protection of 102 in year one and 101 in year two.

Allocations are expected on Wednesday morning, the source added.

Bank of America Merrill Lynch, Barclays and J.P. Morgan Securities LLC are leading the deal that will be used with a $58 million draw on the company’s existing $400 million asset-based lending facilities to refinance $274 million HoldCo senior PIK toggle notes.

Jo-Ann Stores is a Hudson, Ohio-based specialty retailer of fabrics and crafts.

Hunterstown modified

Hunterstown Generation raised its seven-year term loan B to $400 million from $375 million, cut pricing to Libor plus 425 bps from talk in the range of Libor plus 450 bps to 475 bps and adjusted the original issue discount to 99.5 from 99, according to a market source.

The 1% Libor floor and 101 soft call protection for six months on the term loan were unchanged.

The company’s now $440 million senior secured deal also includes a $40 million five-year revolver.

Commitments were due at 5 p.m. ET on Tuesday and allocations are expected on Wednesday.

Morgan Stanley Senior Funding Inc. and Goldman Sachs Bank USA are leading the deal that will be used to fund Platinum Equity’s acquisition of the Hunterstown generation facility from GenOn Energy. Platinum Equity has partnered with AOS Energy Partners to acquire the asset.

The funds from the term loan B upsizing will be used to reduce the equity check for the transaction, the source added.

Hunterstown is an 810 MW natural gas-fired combined cycle power plant located in the PJM-MAAC capacity region in Gettysburg, Pa.

R1 RCM firms spread

R1 RCM set pricing on its $270 million seven-year term loan B at Libor plus 525 bps, the low end of revised talk of Libor plus 525 bps to 550 bps, and wide of initial talk in the range of Libor plus 475 bps to 500 bps, a market sourced remarked.

The term loan still has a 0% Libor floor, an original issue discount of 97 and 101 soft call protection for one year.

When the spread talk range on the term loan B was updated on Monday, the company changed the discount from 99.5, extended the call protection from six months and added a maximum net first-lien leverage covenant to the originally covenant-light loan.

The company’s $295 million of credit facilities (B1/B) also include a $25 million five-year revolver.

Allocations are expected on Wednesday, the source added.

R1 funding acquisition

R1 RCM will use the new credit facilities, along with $104 million of cash on hand and $110 million of privately placed eight-year subordinated PIK toggle notes, to fund the acquisition of the health care division of Intermedix Corp., comprised of its physician and emergency medical services revenue cycle management, practice management and analytics businesses.

Bank of America Merrill Lynch and Ares are the lead arrangers on the bank debt.

First-lien leverage is 3.4 times and total leverage is 4.8 times based on fiscal year Dec. 31, 2017 pro forma adjusted EBITDA of $79 million, including $15 million of expected synergies.

Closing is expected this week.

R1 RCM is a Chicago-based provider of revenue cycle management and physician advisory services to health care providers.

Consolidated Energy accelerated

Consolidated Energy moved up the commitment deadline on its $550 million seven-year covenant-light term loan B (Ba3/BB) to 5 p.m. ET on Wednesday from Thursday, a market source said.

Talk on the term loan B is Libor plus 250 bps to 275 bps with a 0% Libor floor, an original issue discount of 99.5 and 101 soft call protection for six months.

The company’s $750 million of senior secured credit facilities also include an up to $200 million revolver.

Morgan Stanley Senior Funding Inc. and J.P. Morgan Securities LLC are the joint bookrunners on the deal and joint lead arrangers with Deutsche Bank Securities Inc., SMBC and Credit Suisse Securities (USA) LLC.

Proceeds will be used to refinance existing Methanol Holdings (Trinidad) Ltd. senior secured facilities.

Consolidated Energy is an acquirer and developer of companies that focus on alternative waste management and energy production.

Omnia floats talk

Also on the new deal front, Omnia Partners held its bank meeting on Tuesday and announced price talk on its $390 million seven-year first-lien term loan (B2/B) and $145 million eight-year second-lien term loan (Caa2/CCC+), a market source remarked.

The first-lien term loan is talked at Libor plus 375 bps to 400 bps with a 0% Libor floor, an original issue discount of 99.5 and 101 soft call protection for six months, and the second-lien term loan is talked at Libor plus 775 bps to 800 bps with a 0% Libor floor, a discount of 99 and call protection of 102 in year one and 101 in year two, the source continued.

The company’s $565 million of credit facilities also include a $30 million five-year revolver (B2/B).

Commitments are due at noon ET on May 15, the source added.

Barclays, Ares, Jefferies LLC and Fifth Third are leading the deal that will be used to help fund the acquisition of Communities Program Management LLC, the organization that staffs and manages the operations of the U.S. Communities Government Purchasing Alliance, and to refinance existing debt.

Closing is expected in the second quarter, subject to customary conditions.

Omnia, a TA Associates portfolio company, is a Franklin, Tenn.-based group purchasing organization.

TransDigm holds call

TransDigm emerged in the morning with plans to hold a lender call at 1:30 p.m. ET on Tuesday to launch $5,833,000,000 in term loans (Ba2/B+), according to a market source.

The debt consists of a $1,496,000,000 first-lien term loan E due May 2025, a $700 million incremental first-lien term loan E due May 2025 and a $3,637,000,000 first-lien term loan F due June 2023, all talked at Libor plus 250 bps with a 0% Libor floor and 101 soft call protection for six months, the source said.

The incremental term loan E is talked with an original issue discount of 99.5, and the term loan E and term loan F are offered at par.

Commitments are due at 5 p.m. ET on May 8, the source added.

TransDigm lead banks

Credit Suisse Securities (USA) LLC, Citigroup Global Markets Inc., Morgan Stanley Senior Funding Inc., Barclays, RBC Capital Markets, HSBC Securities Corp., Goldman Sachs Bank USA, J.P. Morgan Securities LLC, Credit Agricole and KKR Capital Markets are leading TransDigm’s term loans.

Proceeds will be used to reprice an existing term loan E from Libor plus 275 bps with a 0% Libor floor and extend the maturity from May 2022, to reprice an existing term loan F from Libor plus 275 bps with a 0% Libor floor and, the incremental loan, will be used for general corporate purposes and to add cash to the balance sheet.

Lenders are offered a 10 bps consent fee.

Along with the term loans, the company is looking to extend its existing revolver to December 2022 and issue $500 million of new senior subordinated notes.

TransDigm is a Cleveland-based designer, producer and supplier of highly engineered aircraft components for use on commercial and military aircraft.

NEP sets guidance

NEP Group came out with talk of Libor plus 325 bps with a 1% Libor floor, an original issue discount of 99.75 to par and 101 soft call protection for six months on its $125 million add-on term loan B (B2) due July 21, 2022 that launched with a call during the session, a market source said.

Commitments are due at 5 p.m. ET on Friday, the source added.

Barclays and J.P. Morgan Securities LLC are leading the deal that will be used to pay down revolver borrowings.

NEP is a Pittsburgh-based outsourced provider of comprehensive live and broadcast production solutions.

Hillman on deck

Hillman Group will hold a lender call at 10 a.m. ET on Wednesday to launch $845 million of credit facilities, according to a market source.

The facilities consist of a $150 million asset-based revolver due 2023, a $530 million senior secured term loan due 2025 and a $165 million delayed-draw term loan due 2025, the source said.

Barclays, Jefferies LLC, Citizens Bank and MUFG are leading the deal that will be used to refinance an existing revolver and a term loan B, and the delayed-draw term loan is to fund a contemplated acquisition in an existing line of business.

CCMP Capital is the sponsor.

Hillman Group is a Cincinnati-based distributor of fasteners, keys, engravable tags, letters, numbers and signs, and other hardware-related items.

ADS joins calendar

ADS Tactical set a bank meeting for 2 p.m. ET in New York on Thursday to launch a $330 million seven-year covenant-light term loan B that includes 101 soft call protection for six months, a market source remarked.

Commitments are due at 3 p.m. ET on May 17, the source added.

Wells Fargo Securities LLC is leading the deal that will be used to refinance existing debt, including ABL revolver borrowings, a term loan due 2022 and senior secured notes due 2022.

ADS is a Virginia Beach, Va.-based provider of value-added logistics and supply chain solutions specializing in tactical & operational equipment and kitted solutions.

CHG readies loan

CHG Healthcare Services scheduled a lender call for 10 a.m. ET on Wednesday to launch a fungible $270 million add-on covenant-light first-lien term loan due June 2023, according to a market source.

Like the existing term loan, the add-on is priced at Libor plus 300 bps with a 1% Libor floor, and all of the first-lien term loan debt is getting 101 soft call protection for six months, the source said.

Jefferies LLC, Goldman Sachs Bank USA, Barclays and Citigroup Global Markets Inc. are leading the deal that will be used to repay second-lien notes.

Along with the add-on, the company will ask to amend its existing credit agreement to allow incremental ratio debt up to 5.5 times and to permit the repayment of the notes, the source added.

Including the add-on, the first-lien term loan will total $1,577,200,000.

CHG is a Salt Lake City-based health care staffing firm.

Bright Horizons repricing

Bright Horizons Family Solutions will hold a lender call on Wednesday to launch a $1,064,000,000 term loan due November 2023 talked at Libor plus 175 bps with a 0.75% Libor floor, a par issue price and 101 soft call protection for six months, a market source said.

Commitments are due on May 9, the source added.

J.P. Morgan Securities LLC is leading the deal that will be used to reprice an existing term loan down from Libor plus 200 bps with a 0.75% Libor floor.

Bright Horizons is a Watertown, Mass.-based provider of employer-sponsored child care, back-up care, early education, educational advisory services and other work/life services.

Aristocrat schedules call

Aristocrat Leisure set a lender call for Wednesday to launch a repricing and extension of its term loan, according to a market source.

UBS Investment Bank is leading the transaction.

Aristocrat Leisure is a Sydney, Australia-based provider of gaming solutions. Big Fish is a Seattle-based social gaming company.

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