Acosta breaks; NCI, P.F. Chang's tweak deals, free up; Wolverine, Waupaca reworked

By Sara Rosenberg

New York, June 22 - Acosta Sales & Marketing's incremental term loan C made its way into the secondary market on Friday, with levels seen above its original issue discount price, and NCI Building Systems Inc. broke after reducing pricing and increasing the discount on its loan.

Also, P.F. Chang's China Bistro Inc. (Wok Acquisition Corp.) finalized pricing on its term loan at the tight side of guidance and added a step-down and a ticking fee. It then freed up for trading in the afternoon.

In more happenings, Wolverine Worldwide Inc. firmed pricing on its term loan B at the low end of revised guidance and added a step-down based on total net leverage, Waupaca Foundry Inc. lifted the coupon, widened the original issue discount and sweetened call premiums and amortization on its term debt, and Klockner Pentaplast revealed timing and structure on its credit facility.

Acosta frees up

Acosta Sales & Marketing's $300 million incremental term loan C (B+) broke for trading on Friday, with levels quoted at 98¾ bid, 99¼ offered on the open and then it moved up to 99½ bid, par ½ offered, according to a trader.

Pricing on the term loan C is Libor plus 425 basis points, after flexing recently from Libor plus 450 bps. There is a 1.5% Libor floor and 101 soft call protection for one year, and it was sold at an original issue discount of 981/2.

Goldman Sachs & Co., Barclays Capital Inc. and Bank of America Merrill Lynch are leading the deal that will help fund the acquisition of Mosaic Sales Solutions, a sales and merchandising, experiential marketing and interactive firm with U.S. headquarters in Dallas.

Closing on the acquisition is expected to occur in July.

Acosta lifts existing spread

With the term loan C, Acosta is increasing pricing on its existing term loan B to Libor plus 425 bps from Libor plus 325 bps so that it matches the spread on the new term loan C.

Also, the company asked lenders to amend its existing credit facility to allow for the new debt.

Lenders were offered a 25 bps fee.

Acosta is a Jacksonville, Fla.-based full-service sales and marketing agency in the consumer packaged goods industry.

NCI tops OID

NCI Building Systems' $250 million first-lien term loan (Caa1/B) due May 2, 2018 began trading as well, with levels quoted at 96 bid, 97 offered, a trader remarked.

Prior to allocating, pricing was revised to Libor plus 675 bps with a 1.25% Libor floor and an original issue discount of 95, from most recent talk of Libor plus 700 bps with a 1.25% Libor floor and a discount of 97, according to a market source.

Initial talk at launch had been Libor plus 600 bps with a 1.25% floor and a discount of 99.

There is soft call protection of 102 in year one and 101 in year two, revised at the time of the first flex from just 101 soft call for one year, and the was changed earlier from seven years.

When the company first announced the loan in early May, expected pricing in filings with the Securities and Exchange Commission was outlined at Libor plus 550 bps with a 1.25% floor.

NCI buys Metl-Span

Proceeds from NCI Buildings' term loan, along with roughly $40 million of cash on hand, were used to fund the $145 million purchase of Metl-Span LLC from BlueScope Steel North America Corp. and refinance an existing loan.

The completion of the new term loan and the acquisition were announced in a news release on Friday.

Credit Suisse Securities (USA) LLC, RBC Capital Markets LLC, UBS Securities LLC and Citigroup Global Markets Inc. are leading the loan.

NCI is a Houston-based manufacturer of metal products for the nonresidential building industry. Metl-Span is a Lewisville, Texas-based manufacturer and marketer of insulated building panel products.

P.F. Chang's breaks

P.F. Chang's credit facility was another to hit the secondary market on Friday, with the $305 million seven-year term loan B quoted at par bid, par ½ offered, according to a trader.

Earlier in the day, final pricing emerged at Libor plus 500 bps, the low end of the Libor plus 500 bps to 550 bps talk, and a step-down was added to Libor plus 475 bps at net secured lease adjusted leverage of less than 3.5 times, a market source said.

In addition, the loan saw the addition of a ticking fee of half the spread after 30 days from allocations and the full spread 45 days thereafter, the source continued.

As planned, there is a 1.25% Libor floor and it was sold at an original issue discount of 99.

The company's $380 million senior secured credit facility (Ba3/B+) also includes a $75 million five-year revolver.

Recently, the term loan was upsized from $280 million and, at launch, it was disclosed that the revolver was upsized from an originally expected amount of $70 million.

P.F. Chang's being acquired

Proceeds from P.F. Chang's credit facility, $300 million of senior notes and equity, will fund the company's buyout by Centerbridge Partners LP for $51.50 per share in cash. The transaction is valued at about $1.1 billion.

Centerbridge is tendering for the shares, and the buyout is conditioned on the tender of at least 83% of the shares. The tender has been extended to June 28 from an initial deadline of June 12 in connection with the syndication of the debt financing.

Wells Fargo Securities LLC, Deutsche Bank Securities Inc. and Barclays Capital Inc. are leading the credit facility.

P.F. Chang's is a Scottsdale, Ariz.-based owner and operator of two restaurant concepts in the Asian niche.

Wolverine sets terms

Over in the primary, Wolverine Worldwide nailed down pricing on its $350 million seven-year term loan B at Libor plus 375 bps, the low side of recently revised talk of Libor plus 375 bps to 400 bps talk, but in line with initial talk, according to a market source.

Furthermore, a pricing step-down was added to Libor plus 350 bps at less than 3.25 times total net leverage, but only after the delivery of June 30, 2013 financials, the source remarked.

As before, the term loan B has a 1% Libor floor, and original issue discount of 99, 101 soft call protection for one year and a ticking fee of 50% of the drawn spread starting on July 16, stepping up to 100% of the drawn spread plus the Libor floor on Oct. 16.

Earlier in the syndication process, when revised talk was announced, the term loan B was downsized from $500 million and the ticking fee was added.

Wolverine revolver, term A

Wolverine Worldwide's $1.1 billion senior secured credit facility (Ba2/BB) also includes a $200 million five-year revolver and a $550 million five-year term loan A, with both of these tranches priced at Libor plus 225 bps.

Upon the term loan B downsizing, the term loan A was upsized from $400 million.

J.P. Morgan Securities LLC and Wells Fargo Securities LLC are leading the deal that will help fund the company's $1.23 billion purchase of Collective Brands Inc.'s Performance + Lifestyle Group.

The Performance + Lifestyle business operates from Lexington, Mass. and includes the wholesale and retail operations of the Sperry Top-Sider, Saucony, Stride Rite and Keds brands.

Wolverine plans notes

Based on filings with the Securities and Exchange Commission, it is expected that Wolverine Worldwide will issue $375 million of senior unsecured notes for the acquisition as well.

Backing the bonds is a commitment for a $375 million senior unsecured bridge loan.

Closing on the transaction is expected late in the third quarter or early in the fourth quarter, subject to customary conditions, including clearance under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and Collective Brands' shareholder approval.

Wolverine Worldwide is a Rockford, Mich.-based marketer of branded casual, active lifestyle, work, outdoor sport and uniform footwear and apparel.

Waupaca revises loan

Waupaca Foundry came out with changes to its $260 million term loan (BB-), raising pricing to Libor plus 725 bps from Libor plus 550 bps, and widening the discount to 98 from 981/2, a market source told Prospect News. There is still a 1.25% Libor floor.

Other modifications includes adjusting the soft call protection to 102 in year one and 101 in year two, from just 101 for one year, and setting amortization at 5% per annum, up from 1%, the source said.

Recommitments were due on Friday and allocations are expected to go out early in the week of June 25.

The company's $485 million credit facility also includes a $225 million ABL revolver.

Waupaca lead banks

GE Capital Markets Inc., RBC Capital Markets and Wells Fargo Capital Finance are the lead arrangers on Waupaca Foundry's credit facility.

Proceeds will be used to help fund the acquisition of ThyssenKrupp Waupaca Inc. by KPS Capital Partners LP from ThyssenKrupp Budd Co. The company will be renamed Waupaca Foundry.

Closing is expected this quarter, subject to customary conditions.

Waupaca Foundry is a Waupaca, Wis.-based producer of gray and ductile iron castings for the automotive, truck, agriculture, construction, hydraulics and commercial vehicle markets.

Klockner readies launch

Also on the primary front, Klockner Pentaplast set a bank meeting in New York for Thursday and one in London on June 29 to launch a proposed $500 million credit facility, according to a market source.

The Jefferies & Co.-led deal consists of a $65 million revolver and a $435 million term loan, the source said.

Proceeds, along with €255 million of second-lien notes, will be used to fund the company's recently completed recapitalization, under which it was bought by a group of new investors led by Strategic Value Partners LLC in exchange for €190 million of cash equity.

As a result of the recapitalization, €800 million of first-lien senior secured credit facility debt was repaid in full at par plus accrued interest, and second-lien and mezzanine debt were exchanged for equity.

Leverage is about 4.5 times.

Klockner is a Montabaur, Germany-based producer of films for pharmaceutical, medical device, food, electronics and general-purpose thermoform packaging, and printing and specialty applications.

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