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Published on 1/27/2012 in the Prospect News Bank Loan Daily.

Prestige Brands, Taminco break; EMI Music, Mohegan Tribal, Rockwood guidance surfaces

By Sara Rosenberg

New York, Jan. 27 - Prestige Brands Holdings Inc. and Taminco Group Holdings saw their credit facilities free up for trading during Friday's market hours, with levels on both companies' term loan Bs quoted above their original issue discount prices.

Over in the primary, EMI Music Publishing came out with price talk on its credit facility as the deal launched to lenders during the session, and talk is that there was a lot of good momentum towards the syndication process going in to the meeting, and Mohegan Tribal Gaming Authority set guidance with its launch as well.

Also, Rockwood Specialties Group Inc. began circulating price talk on its new term loan A in preparation for its upcoming launch, TransDigm Group Inc. firmed up timing on the launch of its add-on loan, and Grifols emerged with new deal plans.

Prestige frees up

Prestige Brands' credit facility hit the secondary market on Friday, with the $660 million seven-year term loan B (Ba3/BB-) quoted at par ¼ bid, par ¾ offered, according to a trader.

Pricing on the B loan is Libor plus 400 basis points with a 1.25% Libor floor, and it was sold at an original issue discount of 981/2. There is 101 soft call protection for one year.

During syndication, the term loan B was upsized from $620 million, the spread was reduced from Libor plus 450 bps and the discount tightened from 98.

The company's $710 million senior secured credit facility also includes a $50 million five-year asset-based revolver.

Citigroup Global Markets Inc., Morgan Stanley & Co. LLC and RBC Capital Markets LLC are the lead banks on the deal.

Prestige buying brands

Proceeds from Prestige Brands' credit facility will be used to help fund the $660 million acquisition of 17 over-the-counter GlaxoSmithKline plc brands and to refinance existing bank debt.

Other funds for the transaction will come from $250 million of senior notes that price earlier in the week at par to yield 8.125%. The notes were downsized from $290 million as a result of the term loan B upsizing.

Closing on the acquisition is targeted for the first half of this year, subject to customary legal and regulatory closing conditions, including clearance under the Hart-Scott Rodino Antitrust Improvements Act of 1976, and financing.

Prestige is an Irvington, N.Y.-based marketer of branded consumer products in the over-the-counter health care and household cleaning industries.

Taminco begins trading

Taminco's credit facility also broke, with the $350 million U.S. seven-year covenant-light term loan B quoted at par ½ bid, 101 offered on the open, and then it came in to par 1/8 bid, par 5/8 offered before rebounding to par 3/8 bid, par 7/8 offered in the afternoon, according to a trader.

Pricing on the U.S. tranche, as well as on a €120 million seven-year covenant-light term loan B ($155 million equivalent), is Libor/Euribor plus 500 bps with a 1.25% floor. The debt was sold at an original issue discount of 98 and includes 101 soft call protection for six months.

During syndication, the total term loan B size was increased to $505 million from $452 million, the tranche was split into the U.S. and euro pieces, pricing was lowered from the Libor plus 525 bps area, the discount was revised from 97 and the call protection was added.

The company's $703 million senior secured credit facility also includes a $198 million five-year U.S./euro revolver that has a 50 bps unused fee and a maximum net first-lien leverage covenant.

Taminco funding buyout

Proceeds from Taminco's credit facility will be used to help fund the buyout of the company by Apollo Global Management LLC from CVC Capital Partners for about €1.1 billion.

Other funds will come from $400 million of high-yield bonds, reduced from $452 million as a result of the term loan upsizing, and the equity check for the transaction is about 40%. The bonds priced on Friday at par to yield 9¾%.

Citigroup Global Markets Inc., Nomura, Credit Suisse Securities (USA) LLC, UBS Securities LLC, Deutsche Bank Securities Inc. and Goldman Sachs & Co. are the lead banks on deal.

Closing is expected in mid-February, subject to customary conditions.

Taminco is a Belgium-based producer of alkylamines and their derivatives.

Warner Chilcott steady

Moving to the primary, Warner Chilcott plc's term loan B held firm in an overall quiet secondary market with the release of full-year 2012 earnings estimates, according to traders.

One trader was quoting the B loan at 99 ½ bid, par ½ offered, and a second trader was quoting it at par bid, par ¼ offered, with both describing the debt as unchanged on the day.

For full year 2012, the company expects GAAP net income to be in the range of $397 million to $422 million, or $1.57 to $1.66 per share, and cash net income to be in the range of $913 million to $938 million, or $3.60 to $3.70 per share.

Total revenue for 2012 is anticipated to be in the range of $2.5 to $2.6 billion, and gross margin, as a percentage of total revenue, is anticipated to be in the range of 87% to 88%.

Warner Chilcott is a Dublin, Ireland-based specialty pharmaceutical company focused on the women's health care, gastroenterology, dermatology and urology segments.

EMI Music reveals guidance

EMI Music Publishing held a bank meeting in New York on Friday morning to officially kick off syndication on its proposed $1.125 billion senior secured credit facility, and with the launch, price talk was announced, according to a market source.

Both the $1.05 billion six-year term loan B and the $75 million five-year revolver are being talked at Libor plus 475 bps with a 1.25% Libor floor, the source said. The B loan has an original issue discount of 98½ and 101 soft call protection for one year, and the revolver has a 75 bps undrawn fee that is subject to one step-down.

Lead bank UBS Securities LLC is seeking commitments by Feb. 15.

However, even with lenders still having plenty of time to place their orders, talk is that there are already a lot of early commitments that have come in for the deal, the source remarked.

EMI being acquired

Proceeds from EMI's credit facility will be used to help fund its buyout for total consideration of $2.2 billion from a wholly owned subsidiary of Citigroup Inc.

The group buying the company includes Sony/ATV Music Publishing, a subsidiary of Sony Corp. of America that is co-owned by trusts formed by the Estate of Michael Jackson, Mubadala Development Co. PJSC, Jynwel Capital Ltd., GSO Capital Partners LP and David Geffen.

With the transaction, Sony Corp. of America will invest about $325 million and, in conjunction with the Estate of Michael Jackson, own approximately 38% of the newly formed entity, with an ability to increase the investment and ownership up to 40%.

Closing is subject to certain conditions, including regulatory approvals.

EMI Music Publishing is a music publisher. Sony/ATV is a New York-based owner and administrator of copyrights by artists.

Mohegan talk emerges

Mohegan Tribal Gaming Authority held a bank meeting too, launching its $225 million last-out, first-loss term loan at talk of Libor plus 750 bps with a 1.5% Libor floor and an original issue discount of 98, according to a market source, who said the debt is non-callable for two years, then at par.

Commitments are due on Feb. 2.

Additionally, earlier in the week, the company launched a $200 million revolver due March 31, 2015 and a $275 million term loan A due March 31, 2015 to some investors.

Recently, the company said that pricing on the revolver and term A would range from Libor plus 350 bps to 450 bps, based on leverage, and the revolver unused fee will range from 25 bps to 50 bps.

Wells Fargo Securities LLC, Bank of America Merrill Lynch and Credit Suisse Securities (USA) LLC are the lead banks on the deal, with Wells Fargo the left lead on the last-out loan and Bank of America the left lead on pro rata.

Mohegan, an Uncasville, Conn., operator of gaming and entertainment enterprises, will use proceeds to refinance existing debt.

Rockwood floats talk

Rockwood Specialties Group revealed plans to launch a $350 million five-year term loan A with a bank meeting on Wednesday, and price talk of Libor plus 225 bps with no Libor floor started making its way around the market on the deal, according to a source.

Credit Suisse Securities (USA) LLC and KKR Capital Markets are leading the loan that will be used, along with cash on hand, to redeem €250.1 million of 7.625% euro-denominated senior subordinated notes and $200 million 7.5% dollar-denominated senior subordinated notes.

Rockwood is a Princeton, N.J.-based inorganic specialty chemicals and advanced materials company.

TransDigm sets launch

Also joining the near-term calendar was TransDigm, as the company scheduled a conference call for 11 a.m. ET on Monday to launch its proposed $500 million tack-on senior secured term loan, according to a market source.

Credit Suisse Securities (USA) LLC and UBS Securities LLC are the lead banks on the deal that will be used, along with cash, to fund the $750 million purchase of AmSafe Global Holdings Inc. from a group controlled by Berkshire Partners LLC and Greenbriar Equity Group LLC.

Closing is expected by the second quarter.

TransDigm is a Cleveland-based maker of aircraft components.

Grifols coming soon

Meanwhile, Grifols is set to hold a conference call on Tuesday morning to launch a proposed roughly $3.4 billion senior secured credit facility that will be used to refinance its existing credit facility, according to a market source.

The facility consists of a $300 million revolver, a $600 million term loan A, a €220 million term loan A and a $2.2 billion term loan B, the source said, adding that price talk is not yet available.

Deutsche Bank Securities Inc., Nomura, BBVA Securities Inc., BNP Paribas Securities Corp., HSBC Securities (USA) Inc. and Morgan Stanley & Co. LLC are the lead banks on the deal.

Grifols is a Sant Cugat del Valles, Barcelona-based health care company.

Rocket sees interest

In other news, Rocket Software Inc.'s credit facility is heard to be going very well with the second-lien term loan already oversubscribed and the first-lien term loan attracting orders as well, according to a market source.

As previously reported, the $105 million seven-year second-lien term loan is talked at Libor plus 925 bps to 950 bps and the $300 million six-year first-lien term loan B is talked at Libor plus 575 basis points to 600 bps, with both tranches having a 1.5% Libor floor and an original issue discount of 971/2.

The second-lien term loan is non-callable for one year, then at 103 in year two and 101 in year three, and the term loan B has 101 soft call protection for one year.

The company's $430 million credit facility also includes a $25 million five-year revolver.

Rocket lead banks

Credit Suisse Securities (USA) LLC, Wells Fargo Securities LLC and Jefferies & Co. are the lead banks on Rocket Software's credit facility.

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

Lenders are being asked to get their commitments in by Feb. 3.

With this deal, total leverage will be 3.9 times versus current total leverage of 1.0 times. Leverage through the first-lien loan will be 2.9 times.

Rocket Software, a Court Square portfolio company, is a Newton, Mass.-based software development firm.


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