Alere, Mirion Technologies break; Expert Global, Rovi, Pinnacle Foods, TASC revise deals

By Sara Rosenberg

New York, March 27 - Alere Inc. tightened the original issue discount on its term loan B-2 and then made its way into the secondary market on Tuesday afternoon, and Mirion Technologies' credit facility freed up, too.

Over in the primary, Expert Global Solutions Inc. made some changes to its first-lien term loan B, sweetening amortization and call protection, and Rovi Corp. shifted some funds between its term loans while updating pricing on its institutional tranche.

Also on the topic of changes, Pinnacle Foods Finance LLC reduced the coupon on its new term loan E, and TASC Inc. upsized its incremental term loan and finalized the discount at the high end of guidance.

In more primary news, Goodyear Tire & Rubber Co., HD Supply Inc. and International Lease Finance Corp. released price talk, and Landry's Inc. and Bass Pro Shops set original issue discount guidance, as all of these deals were presented to lenders during the session.

Furthermore, Plato Learning released timing and structure on its credit facility, and Spirit AeroSystems Inc., ProQuest LLC, Physiotherapy Associates, SLS Las Vegas, Skilled Healthcare Group Inc. and Key Safety Systems Inc. came out with new deal plans.

Alere starts trading

Alere's $200 million term loan B-2 (Ba3/BB-) broke for trading on Tuesday, with levels quoted at 99¼ bid, 99¾ offered, which is where the existing term loan B-1 was trading as well, according to a trader.

The term loan B-2 was sold at an original issue discount of 99, after tightening earlier in the day from 983/4, a source said.

Pricing on the term loan B-2 matches existing term loan B-1 pricing at Libor plus 350 basis points with a 1% Libor floor. The spread will step up to Libor plus 375 bps by March 31 due to a leverage grid.

Jefferies & Co., GE Capital Markets, Credit Suisse Securities (USA) LLC and Goldman Sachs & Co. are leading the deal that will be used to fund the acquisition of eScreen Inc. for $270 million in cash.

Alere is a Waltham, Mass.-based provider of near-patient diagnosis, monitoring and health management. eScreen is an Overland Park, Kan.-based technology firm that specializes in toxicology screening and employee health products and services.

Mirion frees up

Mirion Technologies' credit facility also hit the secondary market, with the $200 million six-year term loan B quoted at 98¾ bid on the open and then it moved up to 99¼ bid, according to a market source.

Pricing on the term loan B, as well as on a $25 million five-year revolver, is Libor plus 500 bps with a 1.25% Libor floor. The B loan was sold at an original issue discount of 98 and includes 101 soft call protection for one year.

Credit Suisse Securities (USA) LLC is the lead bank on the $225 million deal (B1/B).

Proceeds will be used to refinance existing debt.

Mirion is a San Ramon, Calif.-based provider of mission-critical products to detect, monitor and identify radiation.

Expert Global modifies terms

Moving to the primary, Expert Global Solutions revised its $675 million first-lien term loan B, making the tranche non-callable for one year then at 102 in year two, as opposed to only having 101 soft call protection for one year, according to a market source.

Also, amortization on the B loan was bumped up to 1% in year one, 3% in years two and three, and 5% per year thereafter from just 1% per year previously, the source said.

Pricing on the loan was left unchanged at Libor plus 675 bps with a 1.25% Libor floor and an original issue discount of 98.

Recommitments are due by noon ET on Wednesday.

The company's $795 million credit facility (Ba3/B) also provides for a $120 million revolver.

Barclays Capital Inc., Deutsche Bank Securities Inc., J.P. Morgan Securities LLC and RBS Securities Inc. are the lead banks on the deal.

Expert Global merger

Proceeds from the credit facility will be used to fund the creation of Expert Global Solutions through the merger of two One Equity Partners companies - APAC Customer Services Inc. and NCO Group - and to refinance existing debt, including NCO's floating-rate senior notes due 2013 and 11 7/8% senior subordinated notes due 2014.

Other funds for the transaction will come from a $200 million second-lien term loan that has already been sold, and a $159 million PIK loan and $300 million of equity from One Equity.

The company had tried last year to get a new $870 million credit facility and $300 million of bonds, but the financing was pulled due to unattractive rates, so the merger was not completed.

The credit facility that was pulled in December 2011 consisted of a $120 million revolver and a $750 million term loan, both talked at Libor plus 625 bps. The term loan had a 1.25% floor, original issue discount talk of 96 to 97 and 101 soft call protection for one year.

Expert Global Solutions is a provider of business process outsourcing and customer care services.

Rovi restructures

Rovi revised its term loan sizes, raising the seven-year term loan B to $585 million from $550 million and cutting the incremental term loan A to $215 million from $250 million, according to a source.

Also, the term loan B saw the addition of a step-down to Libor plus 275 bps when total leverage is less than 4.0 times and 101 soft call protection for one year, and the original issue discount was revised to 99½ from 99, the source said. Initial pricing was left at Libor plus 300 bps with a 1% Libor floor.

Recommitments were due at 5 p.m. ET on Tuesday.

J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC are the joint lead arrangers and bookrunners, with Bank of America Merrill Lynch a bookrunner too, on the $800 million of term loans (Ba2/BB) that will be used to refinance an existing term loan B and provide balance sheet flexibility.

Rovi is a Santa Clara, Calif.-based provider of digital entertainment services, including interactive program guides, licensing technology, media recognition technology and content protection.

Pinnacle lowers coupon

Pinnacle Foods cut pricing on its $400 million 61/2-year term loan E (Ba3/B+) to Libor plus 350 bps from Libor plus 375 bps, according to a market source, who said that the spread is subject to a step-down upon an initial public offering and 5.0 times total leverage.

As before, the term loan E has a 1.25% Libor floor and 101 soft call protection for one year, and is being offered at an original issue discount of 99.

Recommitments were due by the close of business on Tuesday.

With the new term loan E, the company is also getting a $150 million five-year revolver (Ba3/B+) that is talked at Libor plus 350 bps.

Proceeds from the E loan will be used to repay a roughly $313 million term loan D that is priced at Libor plus 425 bps with a 1.75% floor and to redeem all $199 million of the company's 10 5/8% notes.

Pinnacle extending

In addition, Pinnacle Foods is seeking an extension of at least 55% - with a target of 65% - of its roughly $1.2 billion term loan B by 2½ years to October 2016 at pricing of Libor plus 350 bps, versus non-extended pricing of Libor plus 250 bps.

The company will also be amending its credit facility to allow for the new term loan E and the B loan extension.

Lenders are being offered a 10 bps consent fee and a 15 bps extension fee.

Barclays Capital Inc, Bank of America Merrill Lynch, J.P. Morgan Securities LLC and Macquarie Capital are the lead banks on the deal.

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

TASC tweaks deal

TASC modified its incremental term loan (B1/BB-) in the morning, lifting the size to $75 million from $65 million and firming the original issue discount at 98, the wide side of the 98 to 98½ talk, and lenders were asked to get their recommitments in by 5 p.m. ET, a market source said.

As before, pricing on the loan is Libor plus 325 bps with a 1.25% Libor floor, which matches existing term loan pricing.

Barclays Capital Inc., RBC Capital Markets LLC, KKR Capital Markets and Deutsche Bank Securities Inc. are leading the deal that will be used to take out some of the company's mezzanine notes due 2016. The amount of the repayment was increased with the term loan upsizing, the source added.

Leverage is 4.5 times senior secured, 5.7 times gross total and 5.4 times net total.

TASC is a Chantilly, Va.-based provider of advanced systems engineering and technical assistance to the defense, intelligence, federal and homeland security markets.

Goodyear discloses talk

Also on the primary front, Goodyear Tire & Rubber held a bank meeting on Tuesday morning to kick off syndication on its proposed $1.2 billion senior secured second-lien term loan, and in connection with the launch, price talk was announced, according to sources.

The Akron, Ohio-based tire company's loan is talked at Libor plus 325 bps with a 1% Libor floor, an original issue discount of 99 and 101 soft call protection for one year, sources said.

J.P. Morgan Securities LLC, Deutsche Bank Securities Inc., BNP Paribas Securities Corp., Citigroup Global Markets Inc., Credit Agricole Securities (USA) Inc., Goldman Sachs & Co. and Wells Fargo Securities LLC are the lead banks on the deal that will be used to refinance an existing second-lien term loan.

HD Supply launches

HD Supply launched its expected roughly $1 billion amount 51/2-year term loan B in the afternoon with talk of Libor plus 550 bps with a 1.25% Libor floor and an original issue discount of 971/2, according to sources. The debt is non-callable for one year, then at 102 in year two and 101 in year three.

And, in the morning, the company launched its $1.5 billion ABL revolver with talk of Libor plus 200 bps, sources remarked. Pricing is subject to a grid.

Bank of America Merrill Lynch, Goldman Sachs & Co., Barclays Capital Inc., J.P. Morgan Securities LLC, Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., Wells Fargo Securities LLC and UBS Securities LLC are leading the term loan B, and GE Capital Markets and Wells Fargo are leading the revolver.

HD Supply plans notes

HD Supply is also planning to approach the high-yield market with new seven-year first-priority notes and about $775 million of eight-year second-priority notes.

The term loan B and first-priority notes are expected to total $1.85 billion.

A roadshow for the notes will start on Thursday and pricing is expected in the middle of next week.

Proceeds from the credit facility and notes will be used to refinance existing senior secured term loan borrowings, an existing ABL facility and 12% senior cash pay notes due 2014.

HD Supply is an Atlanta-based wholesale distributor serving the infrastructure & energy, maintenance, repair & improvement and specialty construction sectors.

International Lease guidance

Another company to come out with talk was International Lease Finance, as it launched via a call its $550 million senior secured term loan at Libor plus 375 bps with a 1% Libor floor and an original issue discount of 991/2, a market source said.

Bank of America Merrill Lynch, Citigroup Global Markets Inc. and Goldman Sachs & Co. are the lead banks on the deal.

Proceeds will be used to refinance an existing $550 million senior secured term loan that is priced at Libor plus 500 bps with a 2% Libor floor. The existing loan matures on March 17, 2016, which is essentially the same maturity as the new term loan.

International Lease is a Los Angeles-based independent aircraft lessor.

Landry's reveals discount

Landry's credit facility launched as well, and although some price talk was released last week, the original issue discount on the term loan B tranche just surfaced with the bank meeting, according to a market source.

The $950 million six-year term loan B is being shopped with an original issue discount of 981/2, the source said. Price talk on the loan is Libor plus 475 bps with a 1.25% Libor floor, and there is 101 soft call protection for one year.

Jefferies & Co. is the lead bank on the $1.4 billion deal that also includes a $250 million five-year revolver and a $200 million five-year term loan A, both talked at Libor plus 400 bps.

Proceeds will be used to refinance about $231 million of term loan borrowings and a $100 million revolver at Landry's, a roughly $193 million term loan and $15 million revolver at Morton's Restaurant Group Inc. as well as other debt.

Landry's is a Houston-based full-service restaurant, hospitality and entertainment company.

Bass Pro OID

Meanwhile, Bass Pro Shops launched with a call on Tuesday its $200 million add-on term loan (B1/BB-), and original issue discount talk on the loan emerged at 99, according to a market source.

Pricing is Libor plus 400 bps with a 1.25% Libor floor, in line with existing term loan pricing, and there is 101 soft call protection for one year.

Bank of America Merrill Lynch and J.P. Morgan Securities LLC are the lead banks on the deal that will be used to fund a dividend and for general corporate purposes.

Bass Pro Shops is a Springfield, Mo.-based outdoor retailer.

Plato details surface

In more primary happenings, Plato Learning disclosed that its proposed credit facility will be sized at $390 million and set a bank meeting for 10 a.m. ET on Thursday to launch the deal, according to a market source.

The facility consists of a $25 million five-year revolver, a $240 million six-year first-lien term loan and a $125 million seven-year second-lien term loan, with official talk not yet available, the source said.

However, the company did say in a PREM14A filed with the Securities and Exchange Commission on Tuesday that the revolver and first-lien term loan are expected at Libor plus 500 bps with a 1.5% Libor floor and the second-lien term loan is expected at Libor plus 900 bps with a 1.5% floor.

Credit Suisse Securities (USA) LLC and Jefferies & Co. are the lead banks on the deal.

Plato buying Archipelago

Proceeds from Plato Learning's credit facility will be used, along with $60 million of equity, to fund the purchase of Archipelago Learning for $11.10 per share in cash. The transaction has an equity value of about $291 million.

Closing is expected in the second quarter, subject to regulatory approvals and the approval of Archipelago Learning shareholders.

First-lien leverage is 3.8 times and total leverage is 5.9 times.

Plato is a Bloomington, Minn.-based provider of education technology solutions. Archipelago Learning is a Dallas-based subscription-based software-as-a-service provider of education products.

Spirit readies deal

Spirit AeroSystems will be holding a conference call on Wednesday afternoon to launch a $1.2 billion credit facility that includes a $650 million five-year revolver and a $550 million seven-year term loan B, according to a market source.

Bank of America Merrill Lynch, Scotia Capital (USA) Inc., Citigroup Global Markets Inc., RBC Capital Markets LLC, RBS Securities Inc. and Morgan Stanley Senior Funding Inc. are leading the deal that will be used to refinance an existing $650 million revolver due 2014, and term loan debt due in 2013 and 2016.

Spirit AeroSystems is a Wichita, Kan.-based non-OEM designer and manufacturer of aerostructures for commercial aircraft.

ProQuest coming soon

ProQuest has set a bank meeting for 1:30 p.m. ET on Thursday to launch a new credit facility that consists of a five-year revolver and a six-year term loan B, according to a market source.

Tranche sizes are expected to emerge at the launch, the source said.

Morgan Stanley Senior Funding Inc., Bank of America Merrill Lynch and SunTrust Robinson Humphrey Inc. are the lead banks on the deal that will be used to refinance an existing first-lien credit facility and for general corporate purposes.

ProQuest is an Ann Arbor, Mich.-based electronic publisher and microfilm publisher.

Physiotherapy sets launch

Physiotherapy Associates will be holding a bank meeting at 11 a.m. ET on Thursday to launch a $125 million credit facility that is being led by Jefferies & Co., GE Capital Markets and RBC Capital Markets LLC, according to a market source.

The facility consists of a $25 million five-year revolver and a $100 million six-year term loan B, the source said.

Proceeds, along with $210 million of senior notes, will be used to fund the buyout of the company by Court Square Capital Partners.

Physiotherapy Associates is an Exton, Pa.-based provider of outpatient rehabilitation services.

SLS launching term B

SLS Las Vegas is set to hold a bank meeting at 10:30 a.m. ET on Monday to launch a proposed $300 million five-year term loan B, according to a market source.

J.P. Morgan Securities LLC is the lead bank on the deal that is being borrowed by Stockbridge/SBE Holdings LLC.

Proceeds will be used to fund the renovation of the SLS Las Vegas, which was formerly the Sahara Hotel and Casino.

SLS is a Las Vegas-based hotel and casino operator.

Skilled Health plans add-on

Skilled Healthcare also joined the calendar, setting a conference call for 10:30 a.m. ET on Wednesday to launch a $100 million add-on to its existing term loan B due 2016, according to a market source.

J.P. Morgan Securities LLC and Credit Suisse Securities (USA) LLC are leading the deal that will be used to refinance subordinated notes due 2014.

Skilled Healthcare is a Foothill Ranch, Calif.-based operator of skilled nursing facilities, assisted living facilities, rehabilitation therapy and hospice businesses and home health care.

Key Safety schedules call

Key Safety Systems plans to hold a lender call at 11 a.m. ET on Thursday to launch a proposed $75 million add-on term loan B due March 2014, according to a market source.

Pricing on the add-on is Libor plus 225 bps, in line with existing term loan B pricing. The original issue discount still to be determined, the source said.

UBS Securities LLC and Citigroup Global Markets Inc. are leading the deal that will be used to refinance revolver borrowings and provide additional liquidity, the source added.

Key Safety Systems is a Sterling Heights, Mich.-based supplier of automotive safety components and systems.

Centaur fills out

In other news, Centaur LLC's $180 million five-year credit facility (BB-) was fully syndicated by Monday's end of day recommitment deadline on the back of a slew of changes that surfaced last week, according to a market source.

The facility consists of a $10 million revolver and a $170 million first-lien term loan, both priced at Libor plus 675 bps with a step-down to Libor plus 625 bps when first-lien leverage is 3.0 times. The term loan has a 1.25% Libor floor and 101 soft call protection for one year, while the revolver has no Libor floor, and both tranches were sold at an original issue discount of 97.

During syndication, the term loan was downsized from $230 million and its maturity was shortened from six years. Also, pricing on the entire deal was increased from talk of Libor plus 575 bps, the step-down was added and the discount widened from 98.

Credit Suisse Securities (USA) LLC and Macquarie Capital are leading the deal.

Centaur repaying debt

Proceeds from Centaur's credit facility will be used to refinance existing debt, including an existing $160 million first-lien term loan that is priced at Libor plus 650 bps with a 1.5% Libor floor.

The company's $62.7 million second-lien term loan is being left in place, but the six-year debt will be repriced at Libor plus 700 bps cash plus 500 bps PIK from AFR plus 499 bps. There is no Libor floor.

Prior to the changes to the new credit facility, the second-lien term loan was expected to be repaid.

For the refinancing, first-lien debt to pro forma adjusted EBITDA is 3.8 times, versus 3.6 times as of Dec. 31, 2011, and total debt to pro forma adjusted EBITDA is 5.3 times, versus 5.0 times at year-end.

Also, net debt to pro forma adjusted EBITDA is 4.4 times, compared to 4.2 times at year-end, and pro forma adjusted EBITDA to net cash interest expense is 2.5 times, versus 3.2 times at year-end.

Centaur is an Indianapolis-based casino operator.

Vantiv closes

Vantiv LLC completed its $1.5 billion facility (Ba2) that consists of a $1 billion five-year term loan A, a $250 million five-year revolver and a $250 million seven-year term loan B, according to an 8-K filed with the Securities and Exchange Commission on Tuesday.

Pricing on the term loan A and revolver is Libor plus 225 bps, and pricing on the B loan is Libor plus 275 bps with a 1% Libor floor, and it was sold at an original issue discount of 991/2. There is 101 soft call protection for one year.

During syndication, the term loan B was downsized from up to $350 million, the spread was reduced from Libor plus 300 bps and the discount was tightened from 99.

J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, Credit Suisse Securities (USA) LLC and Fifth Third Securities Inc. led the deal that was used to refinance existing debt.

Vantiv is a Cincinnati-based integrated payment processor for merchants and financial institutions.

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