Kenan Advantage breaks; Diversey dips on buyout; Consolidated Communications revises deal

By Sara Rosenberg

New York, June 1 - Kenan Advantage Group's credit facility hit the secondary market in the afternoon, with levels on the term loan B quoted above par, and Diversey Holdings Inc.'s term loan was a little weaker following news that the company is being acquired by Sealed Air Corp.

Also on Wednesday, Consolidated Communications Holdings Inc. made some changes to its amendment and extension proposal, including increasing pricing on the extended term loan B and adding soft call protection.

Additionally, TriMas Corp. and PlayCore Holding Inc. revealed price talk as both companies presented their transactions to lenders during the session, and Totes-Isotoner Corp. and Warnaco Group Inc. started circulating guidance on their upcoming loans.

Furthermore, NRG Energy Inc., Venetian Macao Ltd. and Penn National Gaming Inc. came out with timing on their new deals.

Kenan starts trading

Kenan Advantage Group's repriced credit facility freed up on Wednesday, with the $375 million term loan B quoted at par ¼ bid, par ½ offered, according to a market source.

Pricing on the B loan, as well as on a $125 million delayed-draw term loan, firmed in line with talk at Libor plus 325 basis points with a 1.25% Libor floor. There is 101 soft call protection for one year.

The company's $600 million credit facility also includes a $100 million revolver priced at Libor plus 300 bps with a 1.25% Libor floor.

Prior to the repricing, the term loan B and delayed-draw term loan were at Libor plus 400 bps, and the revolver was at Libor plus 375 bps, with all tranches having a 1.5% Libor floor.

Revolver and delayed-draw term loan lenders were offered a 12.5 bps fee.

KeyBanc Capital Markets led the deal for the North Canton, Ohio-based logistics and liquid bulk transportation services provider.

Diversey term loan softens

Diversey's term loan weakened in a secondary market that was down probably a quarter to three-eighths of a point in general, as the company announced that it is being bought by Sealed Air in a transaction valued at $4.3 billion, according to a trader.

The term loan was quoted at 99 7/8 bid, par 3/8 offered, down from par ¼ bid, par 5/8 offered, the trader said.

Under the agreement, Diversey is being acquired from the Johnson family and Clayton, Dubilier & Rice LLC for $2.1 billion in cash and an aggregate of 31.7 million shares of Sealed Air common stock, and, in connection with the acquisition, $1.4 billion of Diversey net debt will be refinanced.

Closing is expected to take place this year, subject to customary regulatory approvals.

Sealed Air plans new debt

To help fund the Diversey purchase, Sealed Air has received a commitment for $4.55 billion of debt financing from Citigroup Global Markets Inc.

The financing includes a $750 million revolver that is expected to be undrawn at close and $3.8 billion of funded debt that will likely include term loan borrowings and a couple of capital markets transactions with U.S. and euro pieces.

Pro forma leverage will be 4.4 times.

Diversey is a Sturtevant, Wis.-based provider of cleaning, sanitization and hygiene products. Sealed Air is an Elmwood Park, N.J.-based manufacturer of packaging and performance-based materials and equipment systems that serve food, industrial, medical and consumer applications.

Consolidated flexes

In more loan happenings, Consolidated Communications revised its amendment and extension request, lifting price talk on its proposed extended term loan B to Libor plus 375 bps from Libor plus 350 bps and adding 101 soft call protection for one year, according to a market source.

The company is looking to extend its B loan by three years to 2017, and pricing would be bumped up from the non-extended spread of Libor plus 250 bps.

In addition, the company is looking to extend its revolver by 2½ years to 2016.

Wells Fargo Securities LLC is the lead bank on the deal and is seeking recommitments by noon ET on Friday.

Lenders are being offered a 10 bps consent fee.

Consolidated Communications is a Mattoon, Ill.-based rural local exchange company providing voice, data and video services.

TriMas pricing surfaces

TriMas held a call on Wednesday to officially start syndication on its proposed credit facility, and in connection with the event, price talk on the term loan B was announced, according to a market source.

The $225 million six-year term loan B is being talked at Libor plus 325 bps to 350 bps with a 1.25% Libor floor, an original issue discount of 99½ and 101 soft call protection for one year, according to a market source.

The company's $300 million credit facility (BB) also includes a $75 million five-year revolver.

J.P. Morgan Securities LLC is the lead bank on the deal that will be used by the Bloomfield Hills, Mich.-based provider of engineered and applied products to refinance existing debt.

The company was considering coming to market in March with a $225 million term loan for the same purposes, but it was postponed due to market conditions.

PlayCore launches

Another deal to launch was PlayCore's $150 million credit facility that consists of a $20 million five-year revolver, a $95 million six-year first-lien term loan and a $35 million seven-year second-lien term loan, according to a market source.

Price talk on the revolver and first-lien term loan is Libor plus 450 bps with a 1.5% Libor floor and an original issue discount of 99, with the revolver having a 75 bps unused fee, and price talk on the second-lien term loan is Libor plus 850 bps with a 1.5% floor and a discount of 98, the source said.

BNP Paribas Securities Corp. and SunTrust Robinson Humphrey Inc. are the lead banks on the deal that will be used to refinance existing senior and subordinated debt, and pay a $25 million dividend.

Pro forma leverage is 3.24 times senior and 4.4 times total.

PlayCore is a Chattanooga, Tenn.-based designer, manufacturer, and marketer of playground, park and recreation, and youth fitness programs and products.

Rural/Metro kicks off

Rural/Metro Corp., a Scottsdale, Ariz.-based provider of emergency and non-emergency ambulance services and private fire protection services, launched its $425 million senior secured facility (B) as expected at talk of Libor plus 400 bps with a 1.5% Libor floor and an original issue discount of 99.

The facility, comprised of a $100 million five-year revolver and a $325 million seven-year term loan, is led by Credit Suisse Securities (USA) LLC, Citigroup Global Markets Inc. and Jefferies & Co.

Proceeds, along with $200 million of senior unsecured notes and $213 million of equity, will be used to fund the acquisition of the company by Warburg Pincus for $17.25 per share in cash and to refinance existing debt. The revolver will be used for general corporate purposes.

Based on filings with the Securities and Exchange Commission, it was thought that the term loan would be sized at $315 million, but the decision was made to increase it by $10 million and reduce the equity component, which was previously outlined at about $218 million.

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

Totes-Isotoner floats talk

Totes-Isotoner announced price talk on its first- and second-lien term loans as the company is getting ready to launch the debt with a bank meeting on Thursday at 10 a.m. ET, according to a market source.

The $160 million six-year first-lien term loan, of which $15 million is delayed-draw, is talked at Libor plus 525 bps with a 1.5% Libor floor and an original issue discount of 99, the source said.

As for the $80 million 61/2-year second-lien term loan, that is being talked at Libor plus 925 bps with a 1.5% Libor floor, an original issue discount of 97 and call protection of 103 in year one, 102 in year two and 101 in year three, with a carve-out for change of control at par, the source remarked.

Totes-Isotoner dividend recap

Proceeds from Totes-Isotoner's credit facility will be used to refinance existing debt and pay a dividend to shareholders.

In addition to the term loan borrowings, the company's $325 million deals includes an $85 million five-year ABL revolver.

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

Totes-Isotoner is a Cincinnati-based marketer of umbrellas, gloves, rainwear, rubber overshoes and other weather-related accessories.

Warnaco reveals guidance

Warnaco released price talk of Libor plus 275 bps to 300 bps with a 1% Libor floor and an original issue discount of 99½ on its $200 million seven-year covenant-light term loan ahead of its Thursday launch, according to a market source.

J.P. Morgan Securities LLC is the lead bank on the deal that will be used to refinance existing debt and for general corporate purposes.

Warnaco is a New York-based designer, marketer and distributor of intimate apparel, sportswear and swimwear.

NRG sets launch

NRG Energy firmed up timing on the launch of its proposed $3.9 billion senior secured credit facility (Baa3) with the scheduling of a bank meeting for 1:30 p.m. ET start time at the W New York on Monday, according to a market source.

The Princeton, N.J.-based power generation company's facility includes a $2.3 billion revolver and a $1.6 billion term loan B, the source said, adding that price talk is still to be determined.

Morgan Stanley & Co. Inc., Bank of America Merrill Lynch, Barclays Capital Inc., Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., Goldman Sachs & Co., J.P. Morgan Securities LLC and RBS Securities Inc. are the joint bookrunners on the deal.

Proceeds will be used to refinance an existing credit facility comprised of a $1 billion revolver, a $1.3 billion letter-of-credit facility and two outstanding term loan B tranches.

Venetian Macao readies deal

Venetian Macao has set a bank meeting for Thursday to launch a proposed $1 billion term loan B that is being led by Citigroup Global Markets Inc., along with multiple other bookrunners, according to sources.

Also, the company is working on getting $3.5 billion of pro rata debt via left lead Goldman Sachs & Co. that is comprised of a $500 million revolver and a $3 billion term loan A that are talked at Libor plus 225 basis points.

Proceeds will be used to refinance existing debt.

Venetian Macao is a luxury hotel and casino resort in Macau owned by the Las Vegas Sands Corp.

Penn National B loan coming

Penn National Gaming will be holding a bank meeting on Tuesday to launch its proposed $750 million seven-year term loan B, which was previously being labeled as June business, according to sources.

The company is also getting a $700 million five-year revolver and a $700 million five-year term loan A. This debt was already launched on May 25 with talk of Libor plus 175 bps.

Bank of America Merrill Lynch, Wells Fargo Securities LLC, Commerz Markets LLC, RBS Securities Inc. and UBS Securities LLC are the lead banks on the $2.15 billion credit facility, with Bank of America the left lead on the B loan and Wells Fargo the left lead on the pro rata.

Proceeds will be used by the Wyomissing, Pa.-based gaming company to refinance existing debt.

Select Medical closes

In other news, Select Medical Corp., a Mechanicsburg, Pa.-based operator of specialty hospitals and outpatient rehabilitation clinics, closed on its $1.15 billion credit facility (Ba3/BB-), consisting of a $300 million five-year revolver and an $850 million seven-year term loan B, according to a news release.

Pricing on the B loan is Libor plus 375 bps with a 1.75% Libor floor, and it was sold at an original issue discount of 99, and pricing on the revolver is Libor plus 375 bps with no Libor floor and a 50 bps unused fee. There is 101 soft call protection for two years on the term loan B.

During syndication, the term loan B was downsized from $1.2 billion, the Libor floor was increased from 1.5% and the soft call protection was extended from one year.

J.P. Morgan Securities LLC, Goldman Sachs & Co., Bank of America Merrill Lynch, Morgan Stanley & Co. Inc., Wells Fargo Securities LLC and RBC Capital Markets led the deal that was used to refinance debt, including senior subordinated notes due 2015.

Kindred wraps deal

Kindred Healthcare Inc. completed its $1.35 billion senior secured credit facility consisting of a $650 million five-year asset-based revolver priced at Libor plus 275 bps and a 700 million seven-year term B (Ba3/B+) priced at Libor plus 375 bps, according to a news release.

The Louisville, Ky.-based health care services company's term loan B has a 1.5% Libor floor and 101 soft call protection for one year, and it was sold at an original issue discount of 99.

During syndication, pricing on the B loan was increased from Libor plus 350 bps and the Libor floor firmed at the wide end of the 1.25% to 1.5% talk. Also, the revolver was upsized from $600 million and pricing was lifted from Libor plus 250 bps.

J.P. Morgan Securities LLC, Morgan Stanley & Co. Inc. and Citigroup Global Markets Inc. led the deal that was used to fund the acquisition of RehabCare Group Inc., a St. Louis-based provider of physical rehabilitation services.

SymphonyIRI buyout completed

New Mountain Capital LLC and management closed on their acquisition of SymphonyIRI Group Inc., according to a news release, which was funded in part by a new $450 million credit facility (B1/B+), consisting of a $400 million 61/2-year covenant-light term loan B and a $50 million five-year revolver, both priced at Libor plus 375 bps.

The B loan has a step-down to Libor plus 350 bps when total net leverage is less than 3.5 times, a 1.25% Libor floor and 101 soft call protection for one year and was sold at an original issue discount of 991/2, while the revolver has no Libor floor was offered with a 50 bps upfront fee and includes senior secured leverage and interest coverage covenants.

During syndication, pricing on the B loan and the revolver firmed at the tight end of the Libor plus 375 bps to 400 bps talk, and the step-down was added to the term B.

Bank of America Merrill Lynch, Jefferies & Co. and BMO Capital Markets Corp. led the deal for the Chicago-based provider of sales and marketing data and analytic services.

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