Bright Horizons, Apex, DigitalGlobe, Tesoro, Nuveen break; Alcatel, ATI, VWR, Regent revised

By Sara Rosenberg

New York, Jan. 25 - Bright Horizons Family Solutions Inc.'s credit facility freed up on Friday, with the term loan seen bid above par, and Apex Tool Group, DigitalGlobe Inc., Tesoro Corp. and Nuveen Investments began trading as well.

Switching to the primary, Alcatel-Lucent USA Inc. came out with some more changes to its term loans, tightening original issue discounts for a second time, trimming floors and shortening call premiums on the longer-dated debt.

Also, ATI Physical Therapy Inc. increased the size of its term loan B and reduced pricing, VWR Funding Inc. upsized its U.S. loan, trimmed the coupon and added a euro loan to its deal and Regent Seven Seas Cruises reverse flexed its term loan spread.

Additionally, TNS Inc. disclosed timing on its credit facility, Go Daddy Operating Co. LLC released talk with launch, Waupaca Foundry Inc. and Hubbard Radio LLC revealed that they will be bringing add-on loans to market, and INC Research LLC announced refinancing and amendment plans, and Neiman Marcus Group Inc. is on tap with a repricing.

Bright Horizons starts trading

Bright Horizons Family Solutions' credit facility hit the secondary market on Friday, with the $790 million seven-year covenant-light term loan quoted at par ¼ bid, 101¼ offered, according to a trader.

Pricing on the loan is Libor plus 300 basis points with a step-down to Libor plus 275 bps when net secured leverage is 3.5 times. There is a 1% Libor floor and it was sold at an original issue discount of 99.

During syndication, the spread on the loan was reduced talk of Libor plus 350 bps to 375 bps, the step-down was added, and the size was reduced from $815 million.

The company's $890 million senior secured credit facility (B1/B+) also includes a $100 million five-year revolver.

Goldman Sachs & Co. and J.P. Morgan Securities LLC are the joint lead arrangers on the deal, and bookrunners with Barclays, Bank of America Merrill Lynch and Credit Suisse Securities (USA) LLC.

Bright Horizons refinancing

Proceeds from Bright Horizons' credit facility, which is being done in connection with the company's initial public offering of common stock, will be used to take out existing bank debt and notes.

The IPO of 10.1 million shared priced on Friday at $22 per share, and the underwriters have a 30 day option to purchase up to an additional 1.515 million shares from the company.

Funds raised from the IPO will be used to repay the company's 13% senior notes, for working capital and for general corporate purposes.

Bright Horizons is a Watertown, Mass.-based leading provider of employer-sponsored child care, back-up care, early education, educational advisory services and other work/life services.

Apex Tool hits secondary

Apex Tool's credit facility started trading as well, with the $835 million seven-year covenant-light term loan quoted at par ¾ bid, 101 ¾ offered, according to a trader.

Pricing on the term loan, and on a $175 million five-year revolver, is Libor plus 325 bps. The term loan has a 1.25% Libor floor and 101 soft call protection for one year, and was sold at a discount of 991/2. The revolver was sold with a 100 bps upfront fee.

During syndication, pricing on the revolver and term loan was reduced from revised talk of Libor plus 350 bps and initial talk of Libor plus 400 bps to 425 bps, and the discount on the term loan was tightened from 99.

Barclays Capital Inc., Goldman Sachs & Co., Morgan Stanley Funding Inc., RBC Capital Markets LLC, Citigroup Global Markets Inc. and Deutsche Bank Securities Inc. are the bookrunners on the deal.

Apex being acquired

Proceeds from Apex Tool's $1.01 billion senior secured credit facility (B1/B) will be used to help fund Bain Capital's buyout of the company from Cooper Industries and Danaher Corp. for about $1.6 billion.

Closing and funding is expected on Feb. 1, subject to customary conditions, including regulatory approvals.

Senior secured leverage is 3.6 times and net total leverage is 5.4 times.

Apex Tool is a Sparks, Md.-based tool manufacturer.

DigitalGlobe frees up

Another deal to break for trading was DigitalGlobe, with its $550 million seven-year term loan B quoted at by one source at 101¼ bid, 102 offered, and by a second source at 101 3/8 bid, 101 7/8 offered.

Pricing on the term loan B is Libor plus 275 bps with a step-down to Libor plus 250 bps when total leverage is below 2.5 times. There is a 1% Libor floor and 101 soft call protection for one year, and the debt was sold at par.

Recently, the spread on the B loan was flexed down from talk of Libor plus 325 bps to 350 bps, the step-down was added and the offer price was tightened from 991/2.

Morgan Stanley Senior Funding Inc., Bank of Tokyo-Mitsubishi UFJ Ltd., J.P. Morgan Securities LLC and Citigroup Global Markets Inc. are leading the $700 million senior secured deal (Ba2/BBB-), which also includes a $150 million five-year revolver that is expected to be undrawn at closing.

DigitalGlobe buying GeoEye

Proceeds from DigitalGlobe's credit facility and $600 million of senior notes (upsized from $500 million) will be used to fund the acquisition of GeoEye Inc. and refinance about $1 billion of existing debt.

GeoEye shareowners will have the right to elect either 1.137 shares of DigitalGlobe common stock and $4.10 per share in cash, 100% of the payment in cash ($20.27) or 100% of the payment in stock (1.425 shares of DigitalGlobe common stock) per share. The total transaction value is around $900 million.

Closing is expected by Jan. 31, subject to regulatory approval from the Federal Communications Commission and the National Oceanic and Atmospheric Administration.

DigitalGlobe is a Longmont, Colo.-based provider of commercial high-resolution earth imagery products and services. GeoEye is a Herndon, Va.-based source of geospatial information and insight for decision makers and analysts.

Tesoro tops par

Tesoro's $500 million three-year term loan B (Ba1/BBB-) freed up too, with levels quoted at par 3/8 bid, par 7/8 offered, a trader remarked.

Pricing on the loan is Libor plus 225 bps with no Libor floor, and it was sold at par. The loan has a ticking fee of 50% the drawn spread starting on March 1, stepping up to the full spread on May 1, and 101 soft call protection for one year.

During syndication, pricing on the loan was reduced from Libor plus 275 bps and the offer price firmed at the tight end of the 99¾ to par talk.

J.P. Morgan Securities LLC is the lead bank on the deal.

Proceeds, along with cash, will fund the acquisition of BP's integrated Southern California refining and marketing business for $1.18 billion plus the value of inventory at the time of closing.

Closing is expected before the middle of the year, subject to regulatory approval.

Tesoro is a San Antonio-based refiner and marketer of petroleum products.

Nuveen breaks

Nuveen Investments' $2.57 billion term loan due May 13, 2017 also made its way into the secondary market, with levels quoted at par ¾ bid, 101 1/8 offered on the open and then it moved to par 7/8 bid, 101¼ offered, a trader said.

Pricing is Libor plus 500 bps with no Libor floor, and there is a step-down to Libor plus 475 bps when net senior secured leverage falls below 4 times that was added during syndication. The debt includes 101 soft call protection for one year.

Proceeds are being used to take out the company's existing first-lien term loan debt that is priced at Libor plus 550 bps with no Libor floor.

Bank of America Merrill Lynch, Deutsche Bank Securities Inc., Citigroup Global Markets Inc., RBC Capital Markets LLC, Morgan Stanley Senior Funding Inc., UBS Securities LLC and Wells Fargo Securities LLC are the lead banks on the deal.

Nuveen is a Chicago-based provider of investment services to institutions as well as individual investors.

Alcatel revised again

Over in the primary, Alcatel-Lucent modified original issue discounts on its $500 million 31/2-year term loan, $1.75 billion six-year term loan and €300 million six-year term loan to 99½ from revised talk of 99 and initial talk of 98, according to a market source.

Also, the Libor/Euribor floors on all three loans were tightened to 1% from 1.25%, the source said.

And, the call protection on the six-year term loans was changed to 102 in year one and 101 in year two from non-callable for one year, then at 102 in year two and 101 in year three, while the 31/2-year loan continues to have 101 call protection for one year.

Recommitments were due at 5p.m. ET on Friday for U.S. investors and are due at noon ET on Monday for European investors.

Alcatel spread details

Alcatel-Lucent's 31/2-year loan is priced at Libor plus 525 bps, its U.S. six-year term loan is priced at Libor plus 625 bps and its euro six-year term loan is priced at Euribor plus 650 bps.

Earlier in the syndication process, pricing on the 31/2-year loan was revised from Libor plus 600 bps, the six-year U.S. loan was upsized from $1.275 billion and reverse flexed from Libor plus 700 bps, and the six-year euro loan was increased from €250 million and pricing was reduced from Euribor plus 700 bps.

Credit Suisse Securities (USA) LLC and Goldman Sachs & Co. are leading the covenant-light credit facility that will be used to refinance existing debt and for general corporate purposes.

Alcatel is a Paris-based telecommunications services and equipment company.

ATI reworks terms

ATI Physical Therapy lifted its seven-year term loan B to $305 million from $285 million and cut the spread to Libor plus 450 bps from Libor plus 500 bps, while keeping the 1.25% Libor floor, original issue discount of 99 and 101 soft call protection for one year intact, according to a market source.

Also, the incremental term loan incurrence test was changed to 4 times first-lien leverage for the first 12 months, stepping down to 3.75 times first-lien leverage thereafter, from 3.75 times first-lien leverage for the life of the loan, the source said.

Furthermore, the permitted acquisition incurrence test was moved to 6 times total leverage for the first 12 months, stepping down to 5.75 times total leverage thereafter, from closing leverage for the life of the loan, and the financial covenants cushion was revised to 30% from 25%, the source remarked.

ATI getting revolver

ATI Physical Therapy's credit facility also includes a $50 million revolver, and the maturity on this tranche was shortened to five years from six years, the source continued.

Recommitments were due at 1 p.m. ET on Friday. The original commitment deadline had been set for Jan. 30.

Jefferies & Co. Inc. and Ally Commercial Finance are leading the now $355 million secured credit facility (Ba3/B+).

Proceeds from the credit facility, $160 million of mezzanine debt from Crescent Mezzanine Partners and equity will back the already completed buyout of the company by KRG Capital Partners from GTCR. The funds raised through the term loan upsizing will be placed on the balance sheet for future acquisitions, the source added.

ATI Physical Therapy, a Bolingbrook, Ill.-based operator of physical therapy clinics, will have first-lien leverage of 3.9 times and total leverage of 6 times at close.

VWR restructures

VWR Funding raised its incremental senior secured term loan B due April 3, 2017 to $351.7 million from $200 million and cut pricing to Libor plus 400 bps from Libor plus 425 bps, a source said. The loan still has no Libor floor, a par offer price and 101 soft call protection for one year.

Also, the company added a €101.5 million term loan due April 3, 2017 to its transaction that is talked at Euribor plus 425 bps with no Libor floor, a par offer price and 101 soft call protection for one year, the source continued.

Commitments were due at 5 p.m. ET on Friday, accelerated from an original deadline of Monday.

Citigroup Global Markets Inc. is leading the deal that will be used to repay non-extended term loan borrowings due June 29, 2014. Because of the upsizings, the non-extended debt will be paid down in full, the source added.

VWR is a Radnor, Pa.-based distributor of laboratory supplies and services.

Regent Seven Seas flexes

Regent Seven Seas Cruises lowered the coupon on its roughly $300 million term loan B to Libor plus 350 bps from guidance of Libor plus 375 bps to 400 bps, but kept the 1.25% Libor floor, par offer price and 101 soft call protection for one year intact, according to a market source.

Proceeds will be used to reprice an existing term loan from Libor plus 500 bps with a 1.25% Libor floor.

Lenders are getting paid out at 101 due to existing call protection.

Deutsche Bank Securities Inc. is leading the deal.

Regent Seven Seas is a Miami-based cruise ship company.

Go Daddy talk surfaces

In more primary happenings, Go Daddy held its lender call on Friday morning, and revealed talk of Libor plus 325 bps with a 1% Libor floor, a par offer price and 101 soft call protection for six months on its $740.6 million senior secured covenant-light term loan due Dec. 16, 2018, a source said.

Proceeds will be used to refinance the existing term loan that is priced at Libor plus 425 bps with a 1.25% Libor floor.

The leads on the deal, Barclays, Deutsche Bank Securities Inc., RBC Capital Markets LLC, Goldman Sachs & Co. and KKR Capital Markets, are asking for commitments by 5 p.m. ET on Thursday, the source added.

Senior secured leverage is 3.9 times and total leverage is 5.9 times, the source added.

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

Del Monte launches

Del Monte Corp. launched its roughly $2.6 billion term loan B due March 2018 on Friday at previously outlined talk of Libor plus 300 bps with a 1% Libor floor and a par offer price, according to a market source. The loan has 101 soft call protection for six months.

Commitments are due on Thursday, the source said.

J.P. Morgan Securities LLC is the lead bank on the deal that will be used to amend and refinance an existing roughly $2.6 billion term loan B.

Del Monte is a San Francisco-based producer, distributor and marketer of pet products and food products.

TNS reveals timing

TNS nailed down timing on the launch of its $690 million senior secured credit facility, as a bank meeting has been set to take place on Tuesday, according to market sources.

The credit facility consists of a $50 million revolving facility, a $540 million first-lien term loan that is being guided at Libor plus 425 bps with a 1.25% Libor floor and an original issue discount of 99, and a $100 million second-lien term loan that is being guided at Libor plus 825 bps with a 1.25% Libor floor and a discount of 98, sources said.

Soft call protection of 101 for one year is being contemplated on the first-lien term loan, but no official decision has been made yet, sources continued.

TNS lead banks

SunTrust Robinson Humphrey Inc. and Macquarie Capital (USA) Inc. are joint lead arrangers on TNS' deal and bookrunners with Fifth Third Bank and KeyBanc Capital Markets LLC.

Proceeds, along with equity, will fund the buyout of the company by Siris Capital Group for $21 per share in cash and refinance existing debt.

Closing is expected this quarter, subject to receipt of stockholder approval and the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act.

TNS is a Reston, Va.-based provider of data communications and interoperability services.

Waupaca plans add-on

Waupaca Foundry Inc. emerged with plans to hold a lender call at 11 a.m. ET on Monday to launch a $150 million add-on to its existing $225 million term loan that will have the same pricing of Libor plus 450 bps with a 1.25% Libor floor, according to a market source. The offer price on the add-on is not yet available.

GE Capital Markets is leading the deal that will be used to fund a dividend.

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.

Hubbard on deck

Hubbard Radio will host a lender call at 11 a.m. ET on Monday to launch a $140 million add-on to its term loan B that will bring the total tranche size to $358 million, according to a market source.

Furthermore, the company will launch a repricing of its existing term loan B borrowings from Libor plus 375 bps with a 1.5% Libor floor, the source said.

Morgan Stanley Senior Funding Inc. is leading the deal.

Hubbard Radio is a Minneapolis-St. Paul, Minn.-based broadcasting company.

INC Research readies call

INC Research set a lender call for 1 p.m. ET on Monday to launch a refinancing of its existing roughly $296 million term loan B that is talked at Libor plus 450 bps to 475 bps with a 1.25% Libor floor, a par offer price and 101 soft call protection for one year, according to a market source. The loan will include a pricing grid.

J.P. Morgan Securities LLC is leading the transaction.

Also, the company will launch an amendment to its term loan B and $75 million revolver, the source added.

INC Research is a Raleigh, N.C.-based therapeutically focused contract research organization.

Neiman repricing

Neiman Marcus scheduled a call for Monday to launch a repricing of its $2.5 billion term loan from Libor plus 350 bps with a 1.25% Libor floor, according to a market source.

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

Neiman Marcus is a Dallas-based chain of department stores.

Leads on Interactive Data

In other news, Interactive Data Corp.'s repricing transaction was known to be left-led by Bank of America Merrill Lynch, but now it has also been revealed that Barclays, Credit Suisse Securities (USA) LLC, Goldman Sachs & Co., Morgan Stanley Senior Funding Inc. and UBS Securities LLC are on the right of the deal, according to a market source.

As previously reported, the company launched on Thursday a repricing of its roughly $1.3 billion term loan with talk of Libor plus 275 bps to 300 bps with a 1% Libor floor and 101 soft call protection for six months.

The repricing would take the loan down from Libor plus 325 bps with a 1.25% Libor floor.

Interactive Data is a Bedford, Mass.-based provider of financial market data.

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