Numericable talks downsized loans; Skillsoft firms at the wide end; downsized RCHP allocates

By Paul A. Harris

Portland, Ore., April 22 - The LCDX 20 index of bank loan credit default swaps ended the Monday session at 103 15/16 bid, 104 7/16 offered, unchanged on the day, according to a hedge fund manager.

In the primary market, Numericable Group downsized its two-part six-year covenant-light term loan B by about €2 billion equivalent, shifting the proceeds to its massive €8.04 billion-equivalent junk bond deal.

SkillSoft Ltd. firmed spread talk on $1.385 billion of term loans at the wide ends of earlier guidance, and RCHP, Inc. allocated $490 million of resized term loans.

Numericable shifts €2 billion

Numericable moved roughly €2 billion from its covenant-light term loan B to its massive €8.04 billion-equivalent junk bond deal on Monday, according to market sources.

The loan deal now features a $1.5 billion tranche, downsized from €3 billion equivalent, and a €1.75 billion tranche, downsized from €2.6 billion.

Both tranches are talked with 375 basis points spreads to Libor at 99 to 99.5 and feature 0.75% Libor floors.

Earlier spread talk was 350 to 375 bps.

Included in the term loans is 101 soft call protection for six months.

Books close at 5 p.m. ET Tuesday for the dollar-denominated loan and 4 a.m. ET Wednesday for the euro-denominated loan.

Allocations are expected on Wednesday.

The credit facility also includes a €750 million five-year revolver at Numericable talked at Euribor plus 325 bps and a €200 million five-year revolver at Altice SA talked at Euribor plus 425 bps.

The revolvers have a commitment of 40% margin and a net leverage maintenance covenant.

Deutsche Bank Securities Inc., Goldman Sachs Bank USA and J.P. Morgan Securities LLC are the joint global coordinators on the deal and joint bookrunners with Barclays, BNP Paribas Securities Corp., Credit Agricole, Credit Suisse Securities (USA) LLC, Morgan Stanley Senior Funding Inc. and ING.

Expected ratings are Ba3/B+.

Proceeds will be used to help fund the acquisition of Societe Francaise de Radiotelephone SA (SFR) from Vivendi SA, to refinance existing Numericable Group debt and for general corporate purposes.

Under the terms of the agreement, Vivendi will receive €13.5 billion in cash and 20% of the combined SFR-Numericable Group as well as a potential earn-out of €750 million. Vivendi will also at a later stage have the possibility of selling its 20% stake according to set terms.

Prior to acquisition of SFR, Altice will acquire the 21.32% stake in Numericable owned by Carlyle Group and the 13.27% stake in Numericable owned by Cinven in return for a combination of cash and Altice shares. Altice will hold ultimately 60% of the new entity, with the final 20% as the free-float.

The new SFR-Numericable group will remain based in France.

Numericable is a cable operator. SFR is a telecommunications company. And, Altice is a Luxembourg-based cable and telecommunications company.

Skillsoft firms at wide end

SkillSoft firmed spread talk on $1.385 billion of term loans on Monday, according to a market source.

Talk on the $900 million seven-year covenant-light first-lien term loan (B1/B-) firmed at Libor plus 350 basis points, the wide end of the 325 to 350 bps earlier guidance. Price talk is 99.5.

The first-lien loan has 1% annual amortization.

A $485 million eight-year covenant-light second-lien term loan (Caa2/CCC) firmed at Libor plus 675 bps, the wide end of the earlier 650 bps to 675 bps guidance. Price talk is 99.25.

Recommitments are due at noon ET Tuesday.

The first-lien term loan has 101 soft call protection for six months and amortization of 1% per annum, and the second-lien term loan has hard call protection of 102 in year one and 101 in year two.

The company's $1,485,000,000 senior secured credit facility also includes a $100 million five-year revolver (B1).

Barclays, Deutsche Bank Securities Inc. and Morgan Stanley Senior Funding Inc. are the bookrunners on the deal.

Proceeds will be used to help fund the buyout of the company by Charterhouse Capital Partners LLP from Berkshire Partners, Advent International and Bain Capital and to refinance existing debt.

Closing is subject to conditions, including the expiration of the applicable waiting period under the Hart-Scott-Rodino Act.

SkillSoft is a Dublin, Ireland-based provider of cloud-based learning solutions.

RCHP allocates resized deal

RCHP undertook allocations of $490 million of term loans on Monday, according to a market source.

A $275 million five-year first-lien term loan (B2/B+) priced at 99 with a 500 basis points spread to Libor. The reoffer price came on top of price talk. The spread came at the wide end of the 475 to 500 bps spread talk. The first-lien tranche was upsized from $250 million.

The first-lien loan features a 1% Libor floor, a 101 12-month call and 1% annual amortization.

A $215 million 5.5-year second-lien term loan (Caa2/CCC+) priced at 98.5 with a 950 bps spread to Libor. The reoffer price came on top of price talk. The spread came 75 basis points beyond the wide end of the 850 to 875 bps spread talk. The second-lien tranche was downsized from $240 million.

The second-lien term loan has a 1% Libor floor and one year of call protection, after which it is callable at 102 and at 101 after two years.

The pro rata tranche is a $75 million 4.5-year revolver. The revolver was downsized fro $85 million.

The overall size of the credit facility was decreased to $565 million from $575 million.

UBS was the left lead.

The Brentwood, Tenn.-based operator of general acute-care hospitals plans to use the proceeds to refinance debt.

LanguageLines sets talk

LanguageLine Solutions and Language Line LLC set price talk on $735 million of term loans, a market source said on Monday.

A $515 million seven-year first-lien term loan, with a 101 six-month soft call, is talked at a 450 basis points spread to Libor.

A $220 million 7.5-year second-lien term loan, with hard calls at 102 and 101, is talked at an 850 bps spread to Libor.

Both tranches are being offered at 99.00, and feature 1% Libor floors.

Commitments are due on May 5.

The $785 million of credit facilities also feature a $50 million revolver.

Credit Suisse Securities (USA) LLC is the lead.

The loans feature maximum net leverage covenants.

Credit ratings remain to be determined.

The Monterey, Calif.-based provider of language interpretation and translation services plans to use the proceeds to refinance debt and fund a dividend.

TravelClick meeting Tuesday

TravelClick Inc. set a Tuesday bank meeting to launch $560 million of covenant-light term loans, according to a market source.

The deal features a $385 million seven-year first-lien loan, which comes with 101 soft call for six months, and a $175 million 7.5-year second-lien loan, with calls at 102 in year one and 101 in year two.

Commitments are due on May 2.

Credit Suisse Securities (USA) LLC is the lead bank on the deal.

The $590 million facility also includes a $30 million revolver.

Proceeds will be used to help fund the acquisition of TravelClick by Thoma Bravo LLC from Genstar Capital for $930 million.

TravelClick is a New York-based provider of revenue generating cloud-based solutions for the hospitality industry.

MAG/Tucker Rocky meeting

A bank meeting for $390 million of covenant-light term loans backing the merger of Motorsport Aftermarket Group with Tucker Rocky is set to take place on Wednesday, according to a market source.

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

The deal features a $305 million seven-year first-lien loan and an $85 million eight-year second-lien loan.

Credit ratings, call protection and price talk remain to be determined.

Commitments are due on May 7.

The $565 million credit facility also has a $175 million asset-based loan.

Lacy Diversified Industries, the owner of Fort Worth, Texas-based based motorsports parts and apparel distributor Tucker Rocky is acquiring a majority ownership position in Irvine, Calif.-based Motorsport Aftermarket Group (MAG).

US LBM ups spread talk

US LBM increased the spread talk for its $150 million six-year first-lien term loan to Libor plus 625 basis points from 500 bps, a market source said on Monday.

The proposed discount was deepened to 98 from 99.

Call protection was revised to a 102, 101 hard call structure; previously the deal came with 101 soft call protection for six months.

The 1% Libor floor was left unchanged.

The deal also features a maximum net leverage covenant.

Credit Suisse Securities (USA) LLC is the lead bank on the deal.

Proceeds will be used to repay ABL borrowings and fund the acquisition of Desert Lumber.

US LBM is a Green Bay, Wis.-based owner of building material distribution businesses.

PSC bank meeting Thursday

A bank meeting is set to take place on Thursday for the PSC Industrial Services $175 million six-year term loan B, according to a market source.

RBC Capital Markets and Jefferies are leading the deal.

The $215 million facility also features a $40 million revolver.

The Houston-based integrated industrial services company plans to use the proceeds to fund a shareholder dividend.

Lineage Logistics tack-on

Lineage Logistics LLC plans to participate in a lender call at noon ET on Tuesday to discuss a $60 million tack-on to its Libor plus 350 basis points seven-year first-lien covenant-light term loan (B3/B), according to a market source.

The deal, which features a 1% Libor floor and 101 soft call protection through October 2014, is talked at an original issue discount of 99.

Commitments are due at 5 p.m. ET Thursday.

Credit Suisse Securities (USA) LLC is the lead.

Proceeds will be used to fund tuck-in acquisitions.

Lineage Logistics is a Colton, Calif.-based cold storage warehousing and logistics company.

As reported, the original $600 million Libor plus 350 bps loan priced at 99.5 in March.

Environmental Resources meeting

Environmental Resources Management plans to participate in a Thursday bank meeting for its $830 million two part offering of term loans.

The deal features a $655 million seven-year first-lien loan and a $175 million eight-year second-lien loan.

Joint bookrunner Deutsche Bank Securities Inc. is the left lead on the first-lien loan. Joint bookrunner BNP Paribas is the left lead on the second-lien loan. HSBC is also a joint bookrunner.

Pricing and credit ratings remain to be determined.

Proceeds will be used to refinance debt and fund a dividend to shareholders.

The company is a provider of environmental, health, safety, risk and social consulting services.

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