Asurion, Hill-Rom, Ardent, PLZ, Mohegan break; Quality Distribution, Linxens revise deals

By Sara Rosenberg

New York, July 30 – Asurion LLC’s term loans made their way into the secondary market on Thursday, and Hill-Rom Holdings Inc., Ardent Legacy Acquisitions Inc., PLZ Aeroscience Corp. and Mohegan Tribal Gaming Authority freed up too.

Meanwhile, in the primary market, Quality Distribution Inc. moved some funds between its first- and second-lien term loans, updated pricing and call protection on the tranches and widened the original issue discount on the second-lien debt.

In addition, Linxens lowered spreads on its euro first- and second-lien term loans, and Alion Science & Technology Corp. (Dysart Merger Sub Inc.) moved up the commitment deadline on its credit facility.

Furthermore, US LBM Holdings LLC and PetroChoice Holdings Inc. revealed talk with launch, and Amaya Gaming Group Inc. came out with original issue discount guidance. KIK Custom Products Inc., AMAG Pharmaceuticals Inc. and Osmose Holdings joined the near-term calendar.

Asurion starts trading

Asurion’s new term debt broke for trading on Thursday, with the $2,725,000,000 seven-year first-lien term loan quoted at 99 7/8 bid, par ¼ offered and the fungible $450 million add-on second-lien term loan quoted at par ¾ bid, 101½ offered, according to a trader.

Pricing on the first-lien term loan is Libor plus 400 basis points with a 1% Libor floor, and it was sold at an original issue discount of 99.5. There is 101 soft call protection for six months.

The second-lien term loan is priced at Libor plus 750 bps with a 1% Libor floor and was issued at a discount of 99.5. All of the company’s second-lien term loan debt is getting call protection of 103 in year one and 101.5 in year two.

During syndication, the first-lien term loan was upsized from a revised amount of $2,715,000,000 and an initial size of $700 million, and the discount on the add-on second-lien term loan firmed at the tight end of the 99 to 99.5 talk.

Asurion repaying debt

Proceeds from Asurion’s term loans will be used to refinance an existing $250 million term loan, to repay term B-1 borrowings and for general corporate purposes, including buying minority equity. The term loan B-1 repayment is happening as result of the upsizings to the new first-lien term loan.

Bank of America Merrill Lynch, Credit Suisse Securities (USA) LLC, Morgan Stanley Senior Funding, Barclays, Deutsche Bank Securities Inc. and Goldman Sachs Bank USA are leading the deal.

Asurion is a Nashville-based provider of technology protection services.

Hill-Rom frees up

Hill-Rom’s credit facility began trading too, with the $800 million seven-year term loan B quoted at par bid, par ½ offered, a trader said.

Pricing on the term loan B is Libor plus 275 bps with a 0.75% Libor floor, and it was sold at an original issue discount of 99.75. There is 101 soft call protection for six months.

Recently, the term loan B was upsized from $725 million, pricing finalized at the low end of the Libor plus 275 bps to 300 bps talk, and the discount was changed from 99.5.

The company’s $2.3 billion senior secured credit facility (Ba2) also includes a $500 million revolver and a $1 billion term loan A.

Goldman Sachs Bank USA, J.P. Morgan Securities LLC, Bank of America Merrill Lynch, Citizens Bank and PNC Capital Markets LLC are leading the deal.

Hill-Rom buying Welch

Proceeds from Hill-Rom’s credit facility will be used to help fund the acquisition of Welch Allyn Inc. for about $1,625,000,000 in cash and around 8.1 million newly issued shares of Hill-Rom common stock. The total transaction value is $2.05 billion.

Closing is expected before the end of September, subject to regulatory approval and other customary conditions.

Hill-Rom is a Chicago-based medical technology company. Welch Allyn is a Skaneateles Falls, N.Y.-based manufacturer of medical diagnostic equipment.

Ardent Legacy breaks

Another deal to start trading was Ardent Legacy Acquisitions’ $250 million first-lien term loan (B1/B), with levels seen at par bid, a trader remarked.

Pricing on the term loan is Libor plus 550 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.

During syndication, pricing on the term loan was lowered from Libor plus 575 bps.

Bank of America Merrill Lynch and Barclays are leading the deal that will be used to fund an acquisition and for general corporate purposes.

Ardent is a Nashville-based private for-profit hospital system.

PLZ hits secondary

PLZ Aeroscience’s credit facility freed up in the afternoon, with the $315 million seven-year covenant-light term loan quoted at 99¾ bid, par ¼ offered, a source said.

Pricing on the term loan is Libor plus 425 bps with a 1% Libor floor, and it was sold at an original issue discount of 99.5. The debt has 101 soft call protection for six months.

The company is also getting a $22.5 million five-year U.S. revolver priced at Libor plus 425 bps with no floor and issued at a discount of 99.5, and a $7.5 million-equivalent standalone Canadian revolver that is permitted by, but separate from, the U.S. revolver and term loan.

Earlier this week, the U.S. revolver was downsized from $30 million as the Canadian revolver was added, pricing on the term loan and U.S. revolver was lowered from Libor plus 450 bps, the discount on the U.S. tranches was tightened from 99, and the MFN sunset was eliminated.

GE Capital Markets, NewStar and BMO Capital Markets are leading the deal that will be used to help fund the acquisition of the company by the Pritzker Group, which is expected to close on Friday.

PLZ is an Addison, Ill.-based manufacturer of specialty aerosol products.

Mohegan tops OID

Mohegan Tribal Gaming Authority’s fungible $90 million add-on term loan emerged in the secondary as well, with levels quoted at 99½ bid, par offered, according to a market source.

Pricing on the add-on term loan is Libor plus 450 bps with a 1% Libor floor, in line with the existing term loan, and it was sold at an original issue discount of 99.05, after widening during syndication from 99.5, the source said.

Citizens Bank is leading the deal.

Proceeds will be used to partially refinance the company’s 11% senior subordinated notes due 2018.

Mohegan Tribal is an Uncasville, Conn.-based operator of gaming and entertainment enterprises.

Quality Distribution reworked

Moving to the primary market, Quality Distribution lifted its first-lien term loan to $415 million from $400 million, raised pricing to Libor plus 475 bps from talk of Libor plus 400 bps to 425 bps and extended the 101 soft call protection to one year from six months, according to a market source.

Also, the second-lien term loan was trimmed to $120 million from $135 million, the spread was set at Libor plus 850 bps, the high end of the Libor plus 825 bps to 850 bps talk, the discount was modified to 95 from 98.5, and the call protection was changed to non-callable for one year, then at 103 in year two and 101 in year three, from 102 in year one and 101 in year two, the source said.

As before, both term loans have a 1% Libor floor, and the first-lien loan has an original issue discount of 99.

Along with the term loans, the company’s $635 million senior secured credit facility includes a $100 million asset-based revolver.

Quality documentation changes

With the size and pricing updates, Quality Distribution removed the 12-month MFN sunset provision, eliminated the leverage-based step-downs from the asset sale mandatory repayment provision, increased the excess cash flow sweep to 75% (with step-downs) from 50%, and reduced the unlimited restricted payments ratio to 3.75 total net leverage from 4.75 times, the source continued.

Furthermore, the consolidated EBITDA definition was revised to add a 25% cap on pro forma add-backs from uncapped previously and to shorten the look-forward period to 18 months from 24 months, and the incremental allowance was lowered to $60 million with the grower concept removed, from the greater of $90 million and 1 times consolidated EBITDA.

Commitments were due at 5 p.m. ET on Thursday, with pricing expected to occur midday on Friday, the source added.

Quality lead banks

Deutsche Bank Securities, Bank of America Merrill Lynch, Jefferies Finance LLC, Macquarie Capital (USA) Inc., SunTrust Robinson Humphrey Inc. and Credit Suisse Securities are leading Quality Distribution’s credit facility, with Deutsche left on the first-lien and Bank of America left on the second-lien.

Proceeds will be used with up to $322 million in equity to fund the buyout of the company by Apax Partners for about $800 million, including the assumption of debt, or $16.00 per share in cash.

Closing is expected in the third quarter, subject to customary conditions, including shareholder approval and the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act.

Quality Distribution is a Tampa, Fla.-based logistics and transportation provider.

Linxens tweaks deal

Linxens cut pricing on its €200 million seven-year first-lien covenant-light term loan to Euribor plus 425 bps from revised talk of Euribor plus 450 bps and initial talk of Euribor plus 475 bps, and removed a recently added 25-bps step-down at first-lien leverage of 4.25 times, according to a market source. This tranche has no floor.

Additionally, pricing on the company’s €35 million eight-year second-lien covenant-light term loan was trimmed to Euribor plus 825 bps from Euribor plus 850 bps, the source said, adding that the 1% floor was left intact.

As before, the company’s $550 million seven-year first-lien covenant-light term loan is priced at Libor plus 400 bps with a 25 bps step-down when first-lien leverage is 4.25 times and a 1% Libor floor, all of the first-lien term loans have an original issue discount of 99.5 and 101 soft call protection for six months, the $200 million eight-year second-lien covenant-light term loan is priced at Libor plus 850 bps with a 1% Libor floor, and all of the second-lien term loans have a discount of 99 and call protection of 102 in year one and 101 in year two.

Linxens ticking fee

Linxens’ loans have a ticking fee of half the margin from days 31 to 60 and the full margin thereafter.

Earlier in syndication, the U.S. first-lien term loan was upsized from $500 million as the euro first-lien term loan was downsized from €230 million, the discount on the first-lien loans was tightened from 99, the second-lien term loan saw U.S. and euro tranching emerge versus the debt being described as a $256 million loan at launch, and the ticking was outlined.

Commitments were due at noon ET on Thursday.

Credit Suisse Securities, Deutsche Bank Securities, HSBC Securities (USA) Inc., Natixis and Nomura are leading the deal that will be used to help fund the buyout of the company by CVC Capital.

Linxens is a France-based designer and manufacturer of smart card connectors.

Alion revises deadline

Alion Science and Technology accelerated the commitment deadline on its $340 million credit facility to noon ET on Aug. 7 from Aug. 11 due to oversubscription, a source said.

The facility consists of a $40 million revolver, and a $300 million six-year term loan talked at Libor plus 500 bps to 550 bps with a 1% Libor floor, an original issue discount of 99 and 101 soft call protection for one year.

UBS AG is leading the deal that will be used to help fund the buyout of the company by Veritas Capital.

Alion is a McLean, Va.-based research and development, IT and operational services company.

US LBM talk surfaces

Also in the primary, US LBM Held its bank meeting at 1 p.m. ET on Thursday, and a few hours before the event kicked off, price talk emerged on its first- and second-lien term loans, a market source said.

The $650 million seven-year first-lien covenant-light term loan (B3/B+) is talked at Libor plus 450 bps to 475 bps with a 1% Libor floor and an original issue discount of 99, and the $150 million eight-year second-lien covenant-light term loan (Caa2/B-) is talked at Libor plus 850 bps to 875 bps with a 1% Libor floor and a discount of 98.5, the source continued.

As previously reported, the first-lien term loan has 101 soft call protection for six months, and the second-lien term loan has call protection of 102 in year one and 101 in year two.

The company’s $975 million credit facility also includes a $175 million ABL revolver.

US LBM being acquired

Proceeds from US LBM’s credit facility will be used to help fund its buyout by Kelso & Co. BlackEagle Partners LLC, and certain members of the company’s management will be investors along with Kelso.

Credit Suisse Securities, RBC Capital Markets, Barclays and SunTrust Robinson Humphrey are leading the credit facility.

Commitments are due at 5 p.m. ET on Aug. 12.

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

PetroChoice reveals guidance

PetroChoice Holdings released price talk on its first- and second-lien term loans in connection with its morning bank meeting, according to a market source.

The $235 million seven-year covenant-light first-lien term loan (B+) is talked at Libor plus 375 bps to 400 bps with a 1% Libor floor, a discount of 99 and 101 soft call protection for six months, and the $90 million eight-year covenant-light second-lien term loan (CCC+) is talked at Libor plus 775 bps to 800 bps with a 1% Libor floor, a discount of 98.5 and call protection of 102 in year one and 101 in year two.

The company’s $365 million credit facility also includes a $40 million five-year revolver (B+).

Commitments are due on Aug. 13, the source added.

Barclays, Angel Island and Jefferies Finance are leading the deal that will be used to help fund the buyout of the company by Golden Gate Capital.

First-lien leverage is 4.5 times, and total leverage is 6.2 times.

PetroChoice is a Ft. Washington, Pa.-based distributor of consumable lubricants and value added lubrication solutions.

Amaya discloses discount

Amaya Gaming came out with original issue discount talk of 99.5 on its $400 million-equivalent add-on U.S. and euro first-lien covenant-light term loan (B1/BB-) due August 2021 that launched with a morning call, a source remarked.

The add-on term loan has 101 soft call protection for six months, the source added.

Pricing on the add-on is Libor plus 400 bps on the U.S. tranche and Euribor plus 425 bps on the euro tranche, with both having a 1% floor, in line with existing U.S. and euro first-lien term loan pricing.

Commitments are due at noon ET on Aug. 6.

Deutsche Bank Securities, Macquarie Capital, Goldman Sachs Bank USA and Barclays are leading the loan that will be used with about $195 million in cash to repay $575 million of the company’s existing $800 million second-lien term loan.

The Pointe-Claire, Quebec-based provider of gaming products and services is also seeking an amendment to its existing first-lien term loan, for which lenders are offered a 25 bps consent fee.

The borrowers are Amaya Holdings BV and Amaya (US) Co-Borrower LLC.

KIK readies deal

KIK Custom Products surfaced with plans to hold a bank meeting at 1 p.m. ET on Tuesday to launch a $1,075,000,000 credit facility, according to a market source.

The facility consists of a $225 million five-year asset-based revolver and an $850 million seven-year senior secured covenant-light term loan, the source said.

Barclays, BMO Capital Markets, Nomura Securities International Inc. and Macquarie Capital are leading the deal that will be used to help fund the buyout of the company by Centerbridge Partners LP from CI Capital Partners.

Net first-lien leverage is 4.1 times, and net total leverage is 5.9 times, the source added.

Closing is subject to customary conditions and approvals.

KIK is a Toronto-based developer and marketer of pool and spa treatment products and a manufacturer of household and personal care products.

AMAG timing emerges

AMAG Pharmaceuticals set a bank meeting for Tuesday afternoon to launch its previously announced $350 million senior secured term loan, according to a market source.

Jefferies Finance and Barclays are leading the deal that will be used to help fund the acquisition of Cord Blood Registry from GTCR for $700 million and to repay AMAG’s existing roughly $320 million senior secured term loan.

Closing is expected in the third quarter, subject to customary conditions, including expiration or termination of the waiting period under the Hart-Scott-Rodino (HSR) Antitrust Improvements Act of 1976.

AMAG is a Waltham, Mass.-based specialty pharmaceutical company. Cord Blood is a stem cell collection and storage company serving pregnant women and their families.

Osmose on deck

Osmose Holdings scheduled a bank meeting for 10 a.m. ET on Wednesday to launch a $435 million credit facility, according to a market source.

The facility consists of a $45 million five-year revolver, a $275 million seven-year first-lien covenant-light term loan and a $115 million eight-year second-lien covenant-light term loan, the source said.

Goldman Sachs Bank USA and RBC Capital Markets are leading the deal that will be used to help fund the buyout of the company by Kohlberg & Co.

Osmose is a Tyrone, Ga.-based service provider safeguarding utility infrastructure.

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