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Published on 9/10/2013 in the Prospect News Bank Loan Daily.

Pinnacle Foods, Photonis free up; Biomet, Go Daddy, Activision Blizzard revise deals

By Sara Rosenberg

New York, Sept. 10 - Pinnacle Foods' incremental term loan H freed up for trading on Tuesday with levels seen above its original issue discount price, and Photonis USA Pennsylvania Inc. broke as well.

Moving to the primary, Biomet Inc. upsized its term loan B-2, tightened the spread and discount, and added a leverage-based step-down, Go Daddy Operating Co. LLC modified the offer price on its incremental term loan, and Activision Blizzard Inc. raised the size of its term loan.

Furthermore, Quikrete, HUB International Ltd., Spotless Holdings Ltd., Jarden Corp., Albertson's LLC, ProPetro Services Inc., NES Global Talent and Safe Fleet Acquisition Corp. set talk with launch, and Dell Inc. came out with timing on its buyout credit facility.

Pinnacle Foods breaks

Pinnacle Foods' $525 million incremental term loan H (Ba3/BB-) hit the secondary market on Tuesday, with levels quoted at 98¾ bid, 99¼ offered on the open and then it moved up to 99 1/8 bid, 99 5/8 offered, according to a trader.

Pricing on the term loan is Libor plus 250 basis points with a step-down to Libor plus 225 bps if total net leverage is less than 4.25 times. There is a 0.75% Libor floor and the debt was issued at 98 3/8, after tightening recently from talk of 97½ to 98.

Bank of America Merrill Lynch, Barclays, UBS Securities LLC, Credit Suisse Securities (USA) LLC, Morgan Stanley Senior Funding Inc. and Macquarie Capital are the lead banks on the deal.

Proceeds, along with cash on hand, will be used to fund the $580 million acquisition of the Wish-Bone salad dressings business from Unilever plc.

Closing is expected late in the third quarter or early in the fourth quarter.

Pinnacle Foods is a Parsippany, N.J.-based manufacturer and distributor of branded packaged foods.

Photonis starts trading

Another deal to free up was Photonis' credit facility, with the $260 million six-year covenant-light first-lien term loan (B2/B+) quoted at 98 bid, 99 offered, according to a market source.

Pricing on the term loan is Libor plus 750 bps with a 1% Libor floor, and it was sold at a discount of 97. There is call protection of 103 in year one, 102 in year two and 101 in year three.

The company is also getting a €50 million six-year covenant-light first-lien term loan (B2/B+) that is priced at Euribor plus 750 bps with a 1% floor and was sold at 97. This tranche also has call protection of 103 in year one, 102 in year two and 101 in year three.

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

Photonis repaying debt

Proceeds from Photonis' term loans, which underwent a number of changes during syndication, will be used to refinance existing debt.

Revisions made to the deal included increasing the U.S. term loan to $325 million from $260 million, when plans for a $65 million 61/2-year covenant-light second-lien term loan were eliminated, and then reducing it back to $260 million when the euro term loan was added to the capital structure.

Also, pricing on the U.S. term loan was lifted from Libor plus 500 bps, the discount widened from 99 and call protection was sweetened from a 101 soft call for one year.

The second-lien term loan that was canceled was talked at Libor plus 900 bps with a 1% floor, a discount of 98, and call protection of 103 in year one, 102 in year two and 101 in year three.

Photonis is a Lancaster, Pa.-based manufacturer of vacuum electron devices and associated RF circuits for communications, science, radar, industry and directed energy applications.

BWIC surfaces

Also in the secondary, a $41 million Bid Wanted In Competition was announced in the morning with bids due at 10:30 a.m. ET on Wednesday, according to a trader.

Some of the names in the portfolio include Aramark Corp., Dex Media East LLC, Dex Media West LLC, Federal-Mogul Corp., Las Vegas Sands LLC and SunGard Data Systems Inc.

There are just shy of 30 issuers in the portfolio, the trader added.

Biomet reworked

Over in the primary, Biomet lifted its covenant-light term loan B-2 (B1/BB-) due July 25, 2017 to $2,982,000,000 from $865 million, cut pricing to Libor plus 350 bps from Libor plus 375 bps, added a step-down to Libor plus 325 bps at less than 2.25 times net secured leverage, and moved the discount to 99¾ from talk of 99¼ to 991/2, a market source said.

The loan still has 101 soft call protection for six months and no Libor floor.

Recommitments were due at 5 p.m. ET on Tuesday, the source continued.

Proceeds will be used to repay an extended euro term loan B, and as a result of the upsizing, to reprice the existing U.S. term loan B from Libor plus 375 bps.

Bank of America Merrill Lynch, Goldman Sachs Bank USA and J.P. Morgan Securities LLC are leading the deal for the Warsaw, Ind.-based manufacturer of musculoskeletal biomedical devices.

Go Daddy tweaks OID

Go Daddy moved the offer price on its $100 million incremental senior secured term loan due Dec. 17, 2018 to par from 99¾ and kept pricing at Libor plus 325 bps with a 1% Libor floor, according to a market source.

Barclays, KKR Capital Markets and Deutsche Bank Securities Inc. are leading the deal that will be used to finance potential acquisitions.

Go Daddy is a Scottsdale, Ariz.-based provider of web hosting and domain names.

Activision upsizes

Activision increased the size of its seven-year covenant-light term loan B to $2.5 billion from $2.25 billion, canceled plans for a $1 billion senior secured notes offering, upsized its eight-year senior notes offering to $1.5 billion from $1 billion and upsized its 10-year senior notes offering to $750 million from $500 million, a source said.

The term loan B is talked at Libor plus 275 bps to 300 bps with a 0.75% Libor floor, an original issue discount of 99½ and 101 soft call protection for six months.

The company's now $2.75 billion senior secured credit facility (Baa3/BBB) also includes a $250 million five-year revolver.

Bank of America Merrill Lynch and J.P. Morgan Securities LLC are leading the debt that will be used with about $1.2 billion of cash on hand to fund Activision's acquisition from Vivendi SA of around 429 million company shares and certain tax attributes, in exchange for roughly $5.83 billion in cash, or $13.60 per share.

Following completion, Activision, a Santa Monica, Calif.-based interactive entertainment publishing company, will be an independent company with the majority of its shares owned by the public.

Closing is expected by the end of this month, subject to customary conditions.

Quikrete comes to market

Also on the primary front, Quikrete held its bank meeting on Tuesday, and with the event, price talk on the first- and second-lien term loan debt was disclosed, according to a market source.

The $1.23 billion seven-year first-lien term loan B (B1) is talked at Libor plus 325 bps with a 1% Libor floor, an original issue discount of 99 and 101 soft call protection for six months, and the $190 million 71/2-year second-lien term loan (B3) is talked at Libor plus 700 bps with a 1% Libor floor, a discount of 98 and call protection of 103 in year one, 102 in year two and 101 in year three, the source said.

The company's $1.62 billion credit facility also includes a $200 million ABL revolver.

Wells Fargo Securities LLC is leading the deal that will be used to fund the acquisition of Custom Building Products Inc. from Kelso & Co.

Quikrete is an Atlanta-based manufacturer of packaged concrete and related products for the building and home improvement markets. Custom Building Products is a Seal Beach, Calif.-based producer of mortar, sealant, grout, backerboard, tools and associated products for the installation and care of ceramic tile and stone.

HUB holds meeting

HUB had its bank meeting, and talk on its $1,785,000,000 seven-year term loan B emerged at Libor plus 375 bps to 400 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.

The company's $2.06 billion credit facility also includes a $225 million five-year revolver and a C$50 million five-year revolver.

Commitments are due on Sept. 17, the source added.

Morgan Stanley Senior Funding Inc., Bank of America Merrill Lynch and RBC Capital Markets are the joint lead arrangers on the deal, and joint bookrunners with BMO Capital Markets, Macquarie Capital and UBS Securities LLC.

Proceeds will be used to help fund the buyout of the Chicago-based insurance brokerage by Hellman & Friedman LLC and to refinance existing debt.

Spotless loan talk

Spotless Holdings released pricing guidance on its first- and second-lien term loans that launched with a bank meeting in the afternoon, according to a market source.

The $825 million five-year first-lien term loan (B1/B) is talked at Libor plus 400 bps to 425 bps with a 1% Libor floor, an original issue discount of 99 and 101 soft call protection for one year, and the $225 million 51/2-year second-lien term loan (B3/CCC+) is talked at Libor plus 775 bps to 800 bps with a 1% Libor floor, a discount of 98½ and call protection of 102 in year one and 101 in year two, the source said.

Commitments are due at noon ET on Sept. 20.

Deutsche Bank Securities Inc., Goldman Sachs Bank USA, UBS Securities LLC and Barclays are leading the $1.05 billion in covenant-light term loans that will be used to refinance existing debt and fund a dividend.

Spotless is an Australia-based provider of integrated facility management services.

Jarden details emerge

Jarden told investors that it would be holding a call at 11 a.m. ET to launch $750 million in incremental term loan debt, and once the call took place, price talk on the transaction was released, according to a market source.

The debt consists of a term loan B due March 31, 2018 talked at Libor plus 250 bps with no floor and an original issue discount of 991/2, and a new seven-year term loan B-1 talked at Libor plus 275 bps with no floor and a discount of 99, the source said. Both loans have 101 soft call protection for six months.

Commitments for the loans, for which tranche sizes are still to be determined, are due at noon ET on Friday.

Barclays, J.P. Morgan Securities LLC, SunTrust Robinson Humphrey Inc., Wells Fargo Securities LLC, Deutsche Bank Securities Inc. and Credit Suisse Securities (USA) LLC are leading the deal.

Jarden buying Yankee

Proceeds from Jarden's term loans, cash on hand and common equity will be used to fund the acquisition of Yankee Candle Investments LLC from Madison Dearborn Partners LLC for $1.75 billion in cash, subject to working capital and other adjustments.

Last week, the company sold 15 million shares of its common stock at $47.00 per share for the acquisition.

Closing is expected early in the fourth quarter, subject to customary conditions and regulatory approvals.

Jarden is a Rye, N.Y.-based provider of a diverse range of consumer products. Yankee Candle is a South Deerfield, Mass.-based designer, manufacturer, wholesaler and retailer of scented candles.

Albertson's launches loan

Albertson's hosted its call in the morning, launching to investors a $300 million incremental senior secured covenant-light term loan B-2 due March 21, 2019 talked at Libor plus 375 bps with a 1% Libor floor and an original issue discount of 99, according to a market source.

The term loan has a ticking fee of half the spread from days 31 to 60 and the full spread thereafter, and the same call protection expiring May 9, 2014 that is included in the company's existing term loan, the source remarked.

Commitments are due on Monday and closing and funding is targeted for October.

Citigroup Global Markets Inc., Bank of America Merrill Lynch and Goldman Sachs Bank USA are leading the deal that will fund the acquisition of Lubbock, Texas-based United Supermarkets LLC.

With this transaction, the company is seeking an amendment to its existing credit facility to allow for the acquisition and waive the 4 times total secured net leverage ratio, and, in return, lenders are being offered a 25 bps consent fee, the source added.

Albertson's is an Idaho-based food and drug retailer.

ProPetro pricing

ProPetro Services released talk on its $220 million six-year term loan B at Libor plus 625 bps to 650 bps with a 1% Libor floor, an original issue discount of 99 and 101 soft call protection for one year as the debt launched with a bank meeting during the session, according to a market source.

The company's $260 million credit facility (B3) also includes a $40 million revolver.

Commitments are due on Sept. 24, the source continued.

Deutsche Bank Securities Inc. and Barclays are leading the deal that will be used to refinance existing debt.

ProPetro is a Midland, Texas-based provider of oil and gas well drilling, stimulation, workover and repair services.

NES discloses talk

NES Global Talent released talk of Libor plus 475 bps to 500 bps with a 1% Libor floor, an original issue discount of 99 and 101 soft call protection for one year on its $200 million six-year first-lien term loan that launched with a bank meeting in the morning, according to a market source.

Commitments for the company's $260 million credit facility, which also includes a $60 million five-year revolver, are due on Sept. 24, the source said.

Credit Suisse Securities (USA) LLC and HSBC Securities (USA) Inc. are leading the deal.

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

NES is an Altrincham, England-based provider of staffing services for the oil and gas industry.

Safe Fleet guidance

Safe Fleet hosted its bank meeting, launching a $122 million six-year first-lien term loan with talk of Libor plus 400 bps to 425 bps with a 1.25% Libor floor, an original issue discount of 99½ and 101 soft call protection for six months, according to a market source.

The company's $152 million first-lien credit facility also includes a $30 million five-year revolver.

Commitments are due on Sept. 24, the source remarked.

BNP Paribas Securities Corp. is leading the deal that will be used to help fund the acquisitions of ROM Corp. and Specialty Manufacturing Inc.

Other funding for the transaction will come from a $48 million seven-year second-lien term loan that is being held by Oaktree Capital.

Safe Fleet is a provider of safety oriented components to the emergency vehicle, truck and trailer, utility vehicle, school bus and transit bus end markets.

Dell timing revealed

Dell set a bank meeting for Wednesday to launch its previously announced $7.5 billion senior secured credit facility (NA/NA/BB+), according to a market source.

The facility consists of a $2 billion asset-based revolver, a $4 billion 61/2-year covenant-light term loan B and a $1.5 billion five-year covenant-light term loan C, the source said.

Official price talk is not yet out, but filings with the Securities and Exchange Commission had the revolver expected at Libor plus 175 bps, the term loan B expected at Libor plus 350 bps with a 1% Libor floor and the term loan C expected at Libor plus 300 bps with a 1% Libor floor.

Bank of America Merrill Lynch, Barclays, Credit Suisse Securities (USA) LLC and RBC Capital Markets are leading the deal.

Proceeds will be used to help fund the buyout of the company by Michael Dell, founder, chairman and chief executive officer, and Silver Lake for $13.75 per share plus a special dividend at or before closing of $0.13 per share.

Dell is a Round Rock, Texas-based provider of technology and business products and services.

BMC closes

In other news, BMC Software's buyout by Bain Capital, Golden Gate Capital, GIC Special Investments Pte Ltd. and Insight Venture Partners has been completed, a news release said.

For the transaction, BMC got a new senior secured credit facility (B1/B+) that includes a $350 million five-year revolver, a €500 million seven-year first-lien covenant-light term loan, a $2.88 billion U.S. seven-year first-lien covenant-light term loan and a $335 million seven-year first-lien covenant-light term loan at the euro borrower.

Pricing on the U.S. term loan and the U.S. denominated term loan at the euro borrower is Libor plus 400 bps and pricing on the euro term loan is Euribor plus 450 bps, with all of the term debt having a 1% floor and 101 soft call protection for six months, and sold at an original issue discount of 99.

During syndication, the U.S. loan was downsized from $3.2 billion, the euro loan was downsized from €750 million and the U.S. denominated loan at the euro borrower was added to the capital structure.

Credit Suisse Securities (USA) LLC, RBC Capital Markets, Barclays, Goldman Sachs Bank USA, Deutsche Bank Securities Inc., Citigroup Global Markets Inc., Mizuho Securities USA Inc. and Jefferies Finance LLC led the deal for the Houston-based software company.

Cincinnati Bell wraps

Cincinnati Bell Inc. closed on its $540 million seven-year term loan B that is priced at Libor plus 300 bps with a 1% Libor floor and was sold at an original issue discount of 991/4, according to a news release. There is 101 soft call protection for six months.

During syndication, the loan was upsized from $400 million, the spread was reduced from talk in the Libor plus 325 bps area and the discount firmed at the midpoint of the 99 to 99½ guidance.

Bank of America Merrill Lynch, Barclays, Deutsche Bank Securities Inc. and Morgan Stanley Senior Funding Inc. led the deal that was used to repay a portion of the company's 8¼% senior notes due 2017 and for general corporate purposes.

Cincinnati Bell is a Cincinnati-based provider of integrated communications services.


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