Firth Rixson up on buyout; Landmark, Husky break; primary sees a number of deal changes

By Sara Rosenberg

New York, June 26 – Firth Rixson Ltd.’s U.S. term loan was stronger in the secondary market on Thursday following news that the company is being purchased by Alcoa, and Husky International Ltd. and Landmark Aviation freed up for trading.

Switching to the primary market, Mauser Holdings reduced its U.S. first-lien term loan size in favor of more euro first-lien term loan debt, trimmed its second-lien term loan amount, updated spreads on all of the tranches and tightened first-lien offer prices.

Also, Internet Brands Inc. increased the size of its first-lien term loan while cutting the spread and extending the call protection, and decreased the size of its second-lien term loan, and Winebow Group LLC lowered pricing on its first-lien term loan, set the spread on its second-lien loan at the low end of guidance and tightened the original issue discount on both tranches.

Furthermore, GST AutoLeather Inc. widened pricing on its term loan B and sweetened the call premium, Ascend Learning modified the offer price on its add-on first-lien term loan, 4L Technologies Inc. accelerated its commitment deadline, Amsurg Corp. disclosed timing on the launch of its credit facility, and structure and timing surfaced on Advantage Sales & Marketing LLC’s buyout deal.

Firth Rixson rises

Firth Rixson’s U.S. term loan headed higher in trading on Thursday after news emerged that the company is being acquired by Alcoa from Oak Hill Capital Partners, according to a market source.

The term loan was quoted at par bid, par ½ offered, up from 99 1/8 bid, 99 5/8 offered, the source said.

Under the terms of the deal, Alcoa will purchase Firth Rixson for $2.35 billion in cash, plus $500 million of company stock and an additional $150 million potential earn-out.

To support the transaction, Alcoa got a commitment for a bridge facility from Morgan Stanley, but plans to subsequently “issue a prudent combination of debt and equity-content securities,” while maintaining its investment grade rating.

Closing is expected by the end of the year, subject to customary conditions and regulatory approvals.

Firth Rixson is a Sheffield, England-based provider of seamless rolled rings, closed die forgings, open die forgings, extruded forgings and specialty metals primarily to the aerospace market. Alcoa is a New York-based lightweight metals engineering and manufacturing company.

Husky frees up

In more trading happenings, Husky International’s credit facility broke, with the $1,315,000,000 seven-year covenant-light first-lien term loan (B1/B) quoted at par bid, par ¾ offered and then it moved up to par ¼ bid, 101 offered, according to a trader.

The first-lien term loan is priced at Libor plus 325 bps with a 1% Libor floor and it was sold at an original issue discount of 99½. There is 101 soft call protection for one year.

The company’s $1,675,000,000 credit facility also includes a $110 million five-year revolver (B1/B), and a $250 million eight-year covenant-light second-lien term loan (Caa1/CCC+) priced at Libor plus 625 bps with a 1% Libor floor and issued at 99½.

Hard call protection on the second-lien term loan is 102 in year one and 101 in year two.

Husky refinancing

Husky, a Bolton, Ont.-based supplier of injection molding equipment and services to the plastics industry, will use its new credit facility to refinance existing bank and mezzanine debt.

During syndication, the first-lien term loan was upsized from $1,265,000,000, pricing firmed at the low end of the Libor plus 325 bps to 350 bps talk and the discount was revised from 99, and the second-lien loan was downsized from $300 million, the spread was set at the tight end of the Libor plus 625 bps to 650 bps talk and the discount was tightened 99.

Goldman Sachs Bank USA, Morgan Stanley Senior Funding Inc. and TD Securities (USA) LLC are the joint lead arrangers on the deal and joint bookrunners with Barclays and RBC Capital Markets.

Landmark hits secondary

Landmark Aviation’s add-on loans freed up as well, with the $255.4 million incremental first-lien term loan B quoted at par ¼ bid, par ¾ offered and the $105.5 million incremental second-lien term loan quoted at par ½ bid, 101 ¼ offered, a trader said.

Pricing on the add-on term B is Libor plus 375 basis points with a 1% Libor floor, in line with the existing first-lien loan, and it was sold at an original issue discount of 99¾. There is 101 soft call protection for six months.

The add-on second-lien term loan is priced at Libor plus 725 bps with a 1% Libor floor and was issued at 99¾. This debt has 101 hard call protection for one year.

With this transaction, the company is repricing its existing second-lien term loan to Libor plus 725 bps with a 1% Libor floor from Libor plus 825 bps with a 1.25% Libor floor, and the repriced second-lien debt was trading together with and at the same level as the add-on second-lien loan, the trader added.

During syndication, the add-on term loan B was upsized from $220.4 million and the discount on both the first- and second-lien loans was tightened from talk of 99 to 99½.

Landmark buying Ross

Proceeds from Landmark Aviation’s now $360.9 million of new senior secured term loans will be used to fund the purchase of Ross Aviation, a Denver-based network of fixed based operations, from Centre Partners Management LLC and management, to pay down revolver borrowings and for general corporate purposes.

The additional $35 million being raised through the recent first-lien term loan upsizing will be used to reduce equity in the acquisition of Ross Aviation and put cash on the balance sheet.

Morgan Stanley Senior Funding Inc., RBC Capital Markets LLC and Barclays are leading the deal.

Closing is expected during the second half of this year, subject to satisfaction of customary conditions.

Landmark Aviation is a Houston-based provider of FBO, MRO and aircraft charter and management services.

Mauser changes emerge

Moving to the primary, Mauser cut its U.S. seven-year first-lien covenant-light term loan (B2/B) to $320 million from $465 million, trimmed pricing to Libor plus 350 bps from talk of Libor plus 375 bps to 400 bps and moved the original issue discount to 99½ from 99, while keeping the 1% Libor floor and 101 soft call protection for six months intact, according to a market source.

In addition, the euro seven-year first-lien covenant-light term loan (B2/B) was upsized to €445 million from €340 million, pricing was set at Euribor plus 375 bps, the tight end of the Euribor plus 375 bps to 400 bps talk, and the discount was modified to 99½ from 99, the source said. This tranche also still has a 1% floor and 101 soft call protection for six months.

Furthermore, the eight-year second-lien covenant-light term loan (Caa2/CCC+) was downsized to $402 million from $405 million and the spread firmed at Libor plus 725 bps, the low end of the Libor plus 725 bps to 750 bps talk, while the 1% Libor floor, discount of 99 and call protection of 102 in year one and 101 in year two were unchanged.

Mauser shuts books

Recommitments for Mauser’s credit facility, which also includes a €150 million five-year revolver (B2/B) and a €50 million capital expenditures facility (B2/B), were due at 2 p.m. ET on Thursday, the source added.

Credit Suisse Securities (USA) LLC, Barclays, BNP Paribas Securities Corp., ING Capital LLC, Natixis and Nomura Securities International Inc. are leading the deal that will be used to help fund the buyout of the company by Clayton, Dubilier & Rice for about €1.2 billion.

Mauser is a Bruehl, Germany-based industrial packaging company.

Internet Brands reworks deal

Internet Brands upsized its seven-year first-lien covenant-light term loan to $510 million from $485 million (including the $50 million delayed-draw tranche), lowered pricing to Libor plus 400 bps from Libor plus 425 bps and extended the 101 soft call protection to one year from six months, according to a market source.

The first-lien term loan still has a 1% Libor floor and an original issue discount of 99.

Additionally, the eight-year second-lien covenant-light term loan was reduced to $170 million from $195 million, the source said, while pricing remained at Libor plus 750 bps with a 1% Libor floor and a discount of 99, and the call protection was left at 102 in year one and 101 in year two.

The company’s $755 million credit facility also includes a $75 million five-year revolver.

Recommitments were due at noon ET on Thursday.

Internet Brands lead banks

Credit Suisse Securities (USA) LLC, RBC Capital Markets and KKR Capital Markets are the joint bookruners on Internet Brands’ credit facility and joint lead arrangers with Deutsche Bank Securities Inc., Mizuho and SMBC. Credit Suisse is the left lead on the first-lien loan and RBC is the left lead on the second-lien loan.

Allocations will probably go out on Friday, another source added.

Proceeds will be used to help fund the buyout of the company by KKR from Hellman & Friedman and JMI Equity.

Internet Brands is an El Segundo, Calif.-based provider of vertically focused online media and software services.

Winebow tweaks loans

Winebow Group lowered pricing on its $230 million seven-year first-lien covenant-light term loan (B1/B) to Libor plus 375 bps from talk of Libor plus 400 bps to 425 bps and moved the original issue discount to 99½ from 99, while keeping the 1% Libor floor and 101 soft call protection for six months intact, a source said.

Also, pricing on the $130 million 7½-year second-lien covenant-light term loan (Caa1/CCC+) firmed at Libor plus 750 bps, the low end of the Libor plus 750 bps to 775 bps talk, and the discount was moved to 99¼ from 99, the source continued. This tranche still has a 1% Libor floor and call protection of 102 in year one and 101 in year two.

Furthermore, the deal saw the elimination of the MFN sunset provision.

Recommitments are due at noon ET on Friday, the source added.

Bank of America Merrill Lynch is leading the deal that will refinance existing debt and fund a dividend.

Winebow Group, a fine wine and craft spirits company, is being created through the merger of Winebow Inc. and the Vintner Group Inc.

GST AutoLeather revised

GST AutoLeather increased pricing on its $150 million six-year term loan B to Libor plus 550 bps from talk of Libor plus 475 bps to 500 bps and pushed out the 101 soft call protection to one year from six months, a market source said.

The 1% Libor floor and original issue discount of 99 on the term loan were unchanged.

The company’s $180 million senior secured credit facility also includes a $30 million five-year revolver.

Allocations are targeted for early next week, the source added.

RBC Capital Markets is leading the deal that will be used by the Southfield, Mich.-based automotive leather manufacturer to refinance existing debt.

Ascend tightens issue price

Ascend Learning changed the offer price on its $40 million add-on first-lien term loan to par from 99½, according to a market source.

The add-on loan is priced at Libor plus 500 bps with a 1% Libor floor, which matches the existing first-lien term loan.

Bank of America Merrill Lynch, GE Capital Markets and Barclays are leading the deal that will be used to fund an acquisition.

Burlington, Mass., and Leawood, Kan.-based Ascend Learning is a provider of technology-based learning services focused on student training and testing results in health care and other vocational fields.

4L moves deadline

4L Technologies accelerated the commitment deadline on its $110 million add-on covenant-light term loan B to 5 p.m. ET on Friday from noon ET on Tuesday, a source said.

The add-on is priced at Libor plus 450 bps with a 1% Libor floor, in line with the existing term loan B, and is offered at an original issue discount of 99.

Bank of America Merrill Lynch and GE Capital Markets are leading the deal that will be used to fund the acquisition of MSE, a producer of OEM-alternative printer cartridges.

4L Technologies is a Hoffman Estates, Ill.-based printer cartridge and mobile phone remanufacturer.

Amsurg timing revealed

Amsurg surfaced with plans to hold a bank meeting at 11 a.m. ET in New York on Monday to launch its new credit facility, according to a market source, who said official details on size and structure are not yet out.

Recent filings with the Securities and Exchange Commission said that the company would be getting a $1,375,000,000 senior secured facility consisting of a $250 million five-year revolver and a $1,125,000,000 seven-year covenant-light term loan B.

Pricing was outlined in the filings at Libor plus 300 bps with a 1% Libor floor on both tranches, and the term loan was said to include 101 soft call protection for six months.

Citigroup Global Markets Inc. is the left lead on the deal, and, according to the filings, SunTrust Robinson Humphrey Inc., Bank of America Merrill Lynch, Jefferies Finance LLC and Wells Fargo Securities LLC are leads too.

Amsurg buying Sheridan

Proceeds from Amsurg’s credit facility, an expected $1,021,000,000 senior unsecured notes offering and about $615 million in equity or equity-linked securities will be used to fund the $2.35 billion acquisition of Sheridan Healthcare from Hellman & Friedman LLC.

Regulatory filings said that backing the notes is a commitment for a $1,021,000,000 one-year senior bridge loan with pricing of Libor plus 600 bps with a 1% Libor floor. The spread will increase by 50 bps every three months until it hits a specified cap.

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

Amsurg is a Nashville, Tenn.-based acquirer, developer and operator of ambulatory surgery centers. Sheridan Healthcare is a Sunrise, Fla.-based provider of multi-specialty outsourced physician services to hospitals, ambulatory surgery centers and other health care facilities.

Advantage Sales on deck

Advantage Sales & Marketing set a bank meeting for 10 a.m. ET on Monday to launch a $2.76 billion credit facility, according to sources.

The facility consists of a $200 million five-year revolver, a $1.8 billion seven-year first-lien covenant-light term loan and a $760 million eight-year second-lien covenant-light term loan, sources said.

Bank of America Merrill Lynch, Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc. and Jefferies Finance LLC are leading the deal that will be used to help fund the buyout of the Irvine, Calif.-based sales and marketing agency by Leonard Green & Partners LP and CVC Capital Partners from Apax Partners.

Closing is expected in the third quarter, subject to customary conditions.

Utility Services allocates

In other news, Utility Services Associates Inc. allocated its fungible $40 million add-on first-lien term loan that is priced at Libor plus 575 bps with a 1% Libor floor, in line with the existing first-lien term loan, and was issued at par, a source said.

The add-on loan was upsized from $35 million and the offer price was tightened from 99½ during syndication.

RBC Capital Markets is leading the deal that will be used to fund the acquisition of UTEC Construction.

Utility Services Associates, a First Reserve portfolio company, is a provider of critical outsourced services for power transmission, distribution and substation infrastructure.

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