Dole, Excelitas, WP CPP, Penn National free up; Omnitracs, Duff & Phelps, Metaldyne revised

By Sara Rosenberg

New York, Oct. 25 - Dole Food Co. Inc.'s credit facility emerged in the secondary market on Friday with the term loan B seen trading above par, and Excelitas Technologies Corp., WP CPP Holdings LLC and Penn National Gaming Inc. broke as well.

Switching to the primary, Omnitracs Inc. trimmed pricing on its first- and second-lien term loans while adding step-downs tied to leverage and revising the second-lien discount price, and Duff & Phelps Corp. tightened the original issue discount on its tack-on term loan and moved up the commitment deadline.

Also, Metaldyne LLC upsized its add-on loan and modified the offer price, Active Network Inc. and Pacific Architects and Engineers revealed pricing guidance with launch, and Virtu Financial (VFH Parent LLC) began circulating talk on its upcoming deal.

Dole starts trading

Dole Food's credit facility freed up for trading on Friday, with the $750 million five-year covenant-light term loan B (B2/B-) quoted at 100¼ bid, 100 5/8 offered, a trader remarked.

Pricing on the B loan is Libor plus 350 basis points with a 1% Libor floor and it was sold at an original issue discount of 991/2. There is 101 soft call protection for six months.

During syndication, the term loan B was upsized from a revised amount of $725 million and an initial amount of $675 million, pricing was lowered from Libor plus 375 bps, the discount was changed from 99 and the maturity was shortened from seven years.

The company is also getting a $175 million five-year ABL that was recently upsized from $150 million. Pricing on this tranche is Libor plus 175 bps.

Deutsche Bank Securities Inc., Bank of America Merrill Lynch and Scotia Capital are leading the $925 million senior secured credit facility.

Dole being acquired

Proceeds from Dole's credit facility, $300 million of senior notes and equity will be used to fund its buyout by chairman and chief executive officer David H. Murdock for $13.50 in cash per share, or about $1.6 billion.

The bond offering was upsized on Thursday from a revised amount of $275 million but downsized from an initial amount of $325 million.

The funds raised through the credit facility and notes upsizings will be used to add cash to the balance sheet.

Closing is expected to take place during the fourth quarter.

Dole is a Westlake Village, Calif.-based fruit and vegetable company.

Excelitas tops OID

Excelitas' credit facility began trading too, with the $660 million seven-year first-lien term loan (B1/B) quoted at par bid, par ½ offered, a trader said.

Pricing on the first-lien term loan, which includes a $40 million delayed-draw tranche, is Libor plus 500 bps with a 1% Libor floor and it was sold at an original issue discount of 99. There is 101 soft call protection for six months.

Earlier in the day, the first-lien term loan was upsized from $620 million as the company's 71/2-year second-lien term loan that is being taken by KKR was downsized to $247 million from $285 million, and the soft call protection on the first-lien loan was shortened from one year, a source said.

And, during the previous session, pricing on the first-lien term loan firmed at the low end of the Libor plus 500 bps to 525 bps talk and the discount was tightened from 981/2.

The company's $947 million credit facility also includes a $40 million five-year revolver (B1/B).

Excelitas trims equity

As a result of Excelitas' decision to get $2 million more of term loan debt than initially expected, the equity being used for its acquisition of Qioptiq is being reduced by the equivalent amount, the market source added.

UBS Securities LLC, Credit Suisse Securities (USA) LLC and MCS Capital Markets are leading the deal that is expected to close on Oct. 31.

Excelitas is a Waltham, Mass.-based provider of specialty lighting and sensor components, subsystems and integrated products to OEMs for health, environmental and security segments. Qioptiq is a Luxembourg-based designer and manufacturer of high performance photonic products and solutions.

WP CPP hits secondary

WP CPP Holdings' credit facility also broke, with the $240 million 71/2-year second-lien term loan (Caa1/CCC+) quoted at par ¾ bid, 101¾ offered on the open and then it moved to 101 bid, 102 offered, and the $125 million add-on first-lien term loan (B1/B) quoted at par ¼ bid, par ¾ offered due 2019, a source said.

Pricing on the second-lien term loan is Libor plus 775 bps with a 1% Libor floor and it was sold at a discount of 991/2. There is call protection of 102 in year one and 101 in year two.

The add-on first-lien term loan, which will bring the total first-lien term loan size to $537 million, is priced at Libor plus 375 bps with a 1% Libor floor, in line with existing first-lien term loan pricing, and it was sold at a discount of 993/4. This debt includes 101 soft call protection for six months.

Recently, the spread on the second-lien loan was reduced from Libor plus 800 bps and the discount was revised from 99, and the add-on first-lien term loan saw its discount tighten from 991/2.

The company is also getting a $25 million add-on revolver (B1/B) due 2017, bringing its total revolver size to $125 million.

UBS Securities LLC is leading the deal that will be used to repay in full an existing $185 million second-lien term loan at a premium of 103 and to fund a dividend.

WP CPP is a Pomona, Calif.-based manufacturer of highly engineered components and sub-assemblies for the commercial aerospace and defense markets.

Penn National breaks

Another deal to free up was Penn National Gaming, with its $250 million seven-year term loan B quoted at par bid, par ½ offered, according to a trader.

Pricing on the B loan is Libor plus 250bps with a 0.75% and it was sold at a discount of 991/2. There is 101 soft call protection for six months.

During syndication, the term B was flexed from talk of Libor plus 275 bps to 300 bps and the Libor floor was reduced from 1%.

The company's $1.25 billion senior secured credit facility (Ba1/BB+) also includes a $500 million five-year revolver and a $500 million five-year term loan A.

J.P. Morgan Securities LLC, Bank of America Merrill Lynch and Wells Fargo Securities LLC are leading the deal that will be used with $300 million in notes to fund future expansion, development and renovation projects and acquisitions.

The company is getting the facility in connection with its spin-off to its shareholders of substantially all its real property assets through the distribution of shares of common stock of its subsidiary, Gaming and Leisure Properties Inc.

Penn National is a Wyomissing, Pa.-based owner and operator of gaming and racing facilities.

Omnitracs flexes

Over in the primary, Omnitracs cut pricing on its $290 million seven-year first-lien term loan B (B1/B+) to Libor plus 375 bps from Libor plus 400 bps and added a step-down to Libor plus 350 bps when total net leverage is 4.5 times, according to a market source. The 1% Libor floor, original issue discount of 99½ and 101 soft call protection for six months were unchanged.

Regarding the $100 million 71/2-year second-lien term loan (Caa1/CCC+), pricing was reduced to Libor plus 775 bps from Libor plus 800 bps, a step-down was added to Libor plus 750 bps when total net leverage is 4.5 times, and the original issue discount was revised to 99 from 981/2, the source continued. The 1% Libor floor and hard call protection of 102 in year one and 101 in year two were left intact.

The company's $420 million senior secured credit facility also includes a $30 million five-year revolver (B1/B+).

Recommitments were due at 5 p.m. ET on Friday, the source added.

Omnitracs funding buyout

Proceeds from Omnitracs' credit facility will be used to help fund its $800 million purchase by Vista Equity Partners from Qualcomm Inc.

RBC Capital Markets, Credit Suisse Securities (USA) LLC and Guggenheim Corporate Funding are leading the deal.

Closing is expected during the first quarter of Qualcomm's fiscal 2014, subject to clearance under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and other customary conditions.

Omnitracs is a San Diego-based provider of satellite and terrestrial-based connectivity and position location solutions to transportation and logistics companies.

Duff & Phelps tweaks OID

Duff & Phelps modified the original issue discount on its $135 million first-lien covenant-light tack-on term loan (B2) due April 2020 to 99½ from 99¼ and accelerated the commitment deadline to 5 p.m. ET on Friday from Tuesday, according to a market source.

As before, the tack-on term loan is priced at Libor plus 350 bps with a 1% Libor floor, in line with the existing first-lien term loan, and includes 101 soft call protection for six months.

Credit Suisse Securities (USA) LLC, Barclays, Goldman Sachs Bank USA and RBC Capital Markets are leading the deal that will be used to repurchase a portion of the company's tax receivable agreement and to fund a dividend to shareholders.

The company is also seeking an amendment to its existing credit facility to refresh the incremental capacity, allow for the dividend payment, reset the 101 soft call protection for six months on the existing first-lien term loan and delay the excess cash flow sweep until 2014, the source remarked.

Consents for the amendment were due at 5 p.m. ET on Friday and lenders were offered a 10 bps amendment fee.

Duff & Phelps is a New York-based financial advisory and investment banking firm.

Metaldyne revised

Metaldyne lifted its add-on term loan B (B+) due Dec. 31, 2018 to $125 million from $100 million and tightened the offer price to par from 991/2, according to sources.

Pricing on the add-on is still Libor plus 375 bps with a 1.25% Libor floor, which matches existing term loan B pricing, and there is still 101 soft call protection through February 2014.

Recommitments were due on Friday and allocations are expected on Monday, sources added.

Bank of America Merrill Lynch, Deutsche Bank Securities Inc., RBC Capital Markets and Barclays are leading the deal that will be used to fund a dividend.

Metaldyne is a Plymouth, Mich.-based designer and supplier of metal-formed components and assemblies for powertrain applications.

Active Network guidance

Also on the new deal front, Active Network hosted its bank meeting on Friday, and with the event, talk on its first- and second-lien term loans was announced, according to a market source.

The $342.5 million seven-year covenant-light first-lien term loan (B+) 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 six months, the source said.

Meanwhile, the $172.5 million eight-year covenant-light second-lien term loan (CCC+) is talked at Libor plus 850 bps with a 1% Libor floor, a discount of 99 and call protection of 103 in year one, 102 in year two and 101 in year three, the source continued.

Commitments for the company's $560 million credit facility, which also includes a $45 million five-year revolver (B+), are due at noon ET on Nov. 6.

Active Network lead banks

Bank of America Merrill Lynch, RBC Capital Markets LLC and BMO Capital Markets Corp. are leading Active Network's credit facility that will be used with equity to fund the company's buyout by Vista Equity Partners for $14.50 per share in cash, or about $1.05 billion.

Closing is expected by the end of the fourth quarter, subject to satisfaction of a minimum tender condition, expiration or termination of any waiting period under the Hart-Scott-Rodino Antitrust Improvements Act, which has already occurred, receipt of financing and other customary conditions.

Active Network is a San Diego-based provider of cloud-based activity and participant management services.

Pacific Architects terms

Pacific Architects and Engineers launched with a bank meeting in the morning its $320 million six-year term loan B with talk of Libor plus 425 bps to 450 bps with a 1% Libor floor, an original issue discount of 99 and 101 soft call protection for six months, according to a market source.

In addition to the B loan, the company's $400 million credit facility (B+) includes an $80 million five-year revolver.

Commitments are due on Nov. 8, the source remarked.

RBC Capital Markets LLC, RBS Citizens and HSBC Securities (USA) Inc. are leading the deal that will be used to refinance existing debt and fund a dividend.

Total net leverage is 3.5 times based on LTM EBITDA of $92.3 million.

Pacific Architects is an Arlington, Va.-based provider of contract services to U.S. government agencies, international organizations and foreign governments.

Virtu floats talk

Virtu Financial released talk of Libor plus 450 bps with a 1.25% Libor floor, an original issue discount of 99½ and 101 soft call protection for one year on its $405 million six-year first-lien term loan that is slated to launch with a call at 1 p.m. ET on Monday, according to a market source.

In addition, the loan includes a step-down to Libor plus 400 bps at the later of Feb. 5, 2014 and an initial public offering resulting in at least $100 million of proceeds, the source said.

Commitments are due on Nov. 4.

Credit Suisse Securities (USA) LLC is leading the deal that will be used to refinance an existing term loan.

Virtu is a New York-based electronic market maker and financial technology developer.

Neiman closes

In other news, the $6 billion buyout of Neiman Marcus Group Ltd. Inc., a Dallas-based luxury retailer, by Ares Management LLC and Canada Pension Plan Investment Board from TPG and Warburg Pincus has been completed, a news release said.

For the transaction, Neiman got a new $3.75 billion credit facility consisting of an $800 million five-year ABL revolver with pricing ranging from Libor plus 125 bps to 175 bps based on utilization, and a $2.95 billion seven-year first-lien covenant-light senior secured term loan (B2/B).

Pricing on the term loan is Libor plus 400 bps with a step-down to Libor plus 375 bps when net first-lien leverage is below 4 times. There is a 1% Libor floor and 101 soft call protection for one year, and the debt was sold at an original issue discount of 991/2.

During syndication, the spread on the term loan was raised from talk of Libor plus 350 bps to 375 bps, the step-down was added, the discount was tightened from 99, the call protection was extended from six months and the MFN protection was set for the life of the loan instead of having an 18-month sunset.

Credit Suisse Securities (USA) LLC, RBC Capital Markets LLC, Deutsche Bank Securities Inc., Goldman Sachs Bank USA and Morgan Stanley Senior Funding Inc. were the bookrunners on the term loan, and Deutsche Bank, Credit Suisse, RBC, Bank of America Merrill Lynch, GE Capital Markets, J.P. Morgan Securities LLC, Wells Fargo Securities LLC, BMO Capital Markets Corp., SunTrust Robinson Humphrey Inc. and UBS Securities LLC were the bookrunners on the revolver.

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