Skillsoft breaks; TPF, Aristocrat Leisure, Berlin Packaging, Vestcom, Delachaux revise deals

By Sara Rosenberg

New York, Sept. 23 – Skillsoft Ltd.’s incremental term loans emerged in the secondary market on Tuesday with both the first- and second-lien debt bid right around their original issue discounts.

Switching to the primary, TPF II upsized its term loan B, firmed pricing at the low end of talk and set the offer price in the middle of guidance, and Aristocrat Leisure Ltd. widened the spread, Libor floor and original issue discount on its term loan.

Furthermore, Berlin Packaging LLC adjusted price talk and offer prices, Vestcom revised its tranche sizes and tightened pricing on its first- and second-lien term loans, Delachaux set the breakdown of its term loan B tranche sizes, and updated pricing and original issue discounts.

In addition, Omnitracs LLC launched add-on term loans to investors, American Airlines Inc. surfaced with timing on its credit facility, and Samchully Midstream joined this week’s calendar.

Skillsoft frees up

Skillsoft’s bank debt began trading on Tuesday, with the $465 million incremental first-lien term loan due April 28, 2021 quoted at 98 bid, 98½ offered and the $185 million incremental second-lien term loan due April 28, 2022 quoted at 97 ½ bid, 98 offered, according to a trader.

Pricing on the incremental first-lien term loan is Libor plus 475 basis points with a 1% Libor floor and it was sold at an original issue discount of 98. There is 101 soft call protection for one year.

The incremental second-lien term loan is priced at Libor plus 825 bps with a 1% Libor floor and was issued at 97½. This debt has hard call protection of 102 through April 28, 2015 and 101 through April 28, 2016.

During syndication, the incremental first-lien term loan was downsized from $515 million, pricing was lifted from talk of Libor plus 425 bps to 450 bps, the discount widened from talk of 99 to 99½ and the call protection was sweetened from a 101 soft call through April 28, 2015.

Also, pricing on the second-lien loan was lifted from talk of Libor plus 775 bps to 800 bps, the discount was revised from talk of 98½ to 99 and the accordion feature on both term loans was modified.

Skillsoft repricing

Along with the new debt, Skillsoft is repricing its existing $900 million first-lien term loan due April 28, 2021 from Libor plus 350 bps with a 1% Libor floor to match the incremental first-lien term loan pricing, and its existing $485 million second-lien term loan due April 28, 2022 from Libor plus 675 bps with a 1% Libor floor to match the incremental second-lien term loan pricing.

All first-lien term loans will be fungible and all second-lien term loans will be fungible.

Barclays, Morgan Stanley Senior Funding Inc., Credit Suisse Securities (USA) LLC and Deutsche Bank Securities Inc. are leading the covenant-light term loans, with Barclays the left lead on the first-lien loan and Morgan Stanley the left lead on the second-lien loan.

Proceeds from the incremental term loans will be used to fund the acquisition of SumTotal Systems LLC, a Gainesville, Fla.-based provider of integrated HR services, from Vista Equity Partners, and, as a result of the recent downsizing of the incremental first-lien loan, the company’s existing revolver borrowings will remain outstanding.

Closing is subject to the expiration of the applicable waiting period under the Hart-Scott-Rodino Act.

Skillsoft is a Dublin-based provider of cloud-based learning services.

TPF updates deal

Moving to the primary, TPF II (TPF II Power LLC and TPF II Covert Midco LLC) lifted its seven-year term loan B to $1.6 billion from $1.5 billion, set pricing at Libor plus 450 bps, the low end of the Libor plus 450 bps to 475 bps talk, and finalized the original issue discount at 99¼, the midpoint of the 99 to 99½ talk, according to a market source.

As before, the term loan B has a 1% Libor floor and a 101 soft call protection for one year.

The company’s now $1.69 billion senior secured deal also includes a $90 million five-year revolver.

Recommitments were due at 5 p.m. ET on Tuesday and the loan is expected to break for trading on Wednesday, the source added. Closing is expected in the week of Sept. 29.

Morgan Stanley Senior Funding Inc., Bank of America Merrill Lynch, Goldman Sachs Bank USA and MUFG Union Bank are leading the deal that will be used by the investor in energy and power assets to repay existing debt at TPF II LC LLC, TPF II Rolling Hills LLC and Astoria Generating Co. Acquisitions LLC, to fund a dividend, which was increased by $100 million with the loan upsizing, and to fund a debt service reserve account.

Aristocrat flexes

Aristocrat Leisure increased pricing on its $1.3 billion seven-year term loan B to Libor plus 375 bps from talk of Libor plus 325 bps to 350 bps, moved the Libor floor to 1% from 0.75% and changed the original issue discount to 99 from 99½, a market source remarked, adding that the 101 soft call protection for six months was unchanged.

The term loan has a ticking fee of half the spread from days 31 to 60, the full spread from days 61 to 120 and the full spread plus the Libor floor thereafter.

The company’s credit facility (Ba2/BB) also includes a A$100 million revolver.

Commitments are still due on Wednesday, the source continued.

UBS Securities LLC, Bank of America Merrill Lynch, Nomura and Citigroup Global Markets Inc. are leading the deal that will be used to fund the acquisition of Video Gaming Technologies Inc. for about $1,283,000,000, subject to certain adjustments and regulatory approvals.

Aristocrat Leisure is an Australia-based provider of gaming services. Video Gaming Technologies is a Franklin, Tenn.-based manufacturer of gaming player terminals and centrally determined gaming systems.

Berlin Packaging modified

Berlin Packaging lowered price talk on its $545 million seven-year first-lien covenant-light term loan (B2/B) to Libor plus 350 bps to 375 bps from the Libor plus 400 bps area and set the original issue discount at 99½, the low end of the 99 to 99½ talk, according to a market source.

As for the $220 million eight-year second-lien covenant-light term loan (Caa2/CCC+), talk was cut to Libor plus 675 bps to 700 bps from the Libor plus 725 bps area and the discount is now guided at 99 to 99½, versus prior talk of just 99, the source said.

Both term loans still have a 1% Libor floor, the first-lien term loan still has 101 soft call protection for six months, and the second-lien term loan still has call protection of 102 in year one and 101 in year two.

The company’s $840 million credit facility also includes a $75 million five-year revolver (B2/B).

Berlin lead banks

Deutsche Bank Securities Inc., Morgan Stanley Senior Funding Inc., Bank of America Merrill Lynch and Barclays are leading Berling Packaging’s credit facility, with Deutsche Bank the left lead on the first-lien debt and Morgan Stanley the left lead on the second-lien debt.

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

Proceeds will be used to help fund the buyout of the company by Oak Hill Capital Partners from Investcorp for roughly $1.43 billion. Oak Hill is investing in the company in partnership with Berlin Packaging’s current management team, led by chairman and chief executive officer Andrew Berlin.

Closing is expected in the third quarter, subject to Hart-Scott-Rodino Act approval and other customary conditions.

Berlin Packaging is a Chicago-based supplier of rigid packaging products and services.

Vestcom restructures

Vestcom raised its seven-year first-lien covenant-light term loan B (B1/B) to $225 million from $215 million, cut pricing to Libor plus 425 bps from Libor plus 450 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 market source said.

Additionally, the eight-year second-lien term loan (Caa1/CCC+) was trimmed to $85 million from $95 million, pricing was lowered to Libor plus 775 bps from Libor plus 800 bps and the discount was revised to 99½ from 98½, the source said. This tranche still has a 1% Libor floor and hard call protection of 102 in year one and 101 in year two.

Also, the five-year revolver (B1/B) was upsized to $30 million from $25 million.

Recommitments are due at 3 p.m. ET on Wednesday, allocations are expected on Monday and closing is targeted for Tuesday, the source added.

Vestcom recapitalizing

Proceeds from Vestcom’s credit facility will be used to refinance existing debt and to fund a distribution to shareholders.

GE Capital Markets is leading the now $340 million credit facility.

Pro forma leverage is 3.9 times through the first-lien and 5.4 times total.

Vestcom is a Little Rock, Ark.-based provider of outsourced shelf-edge media services to retail food, drug and mass merchants.

Delachaux reworked

Delachaux firmed its U.S. seven-year covenant-light term loan B at $325 million, compared to earlier talk of a minimum of $300 million, set pricing at Libor plus 425 bps, the wide end of the Libor plus 400 bps to 425 bps, included a step-down by 25 bps step-down at 3.75 times leverage and set the offer price at 99, the high end of the 99 to 99½ talk, according to a market source. This tranche still has a 1% Libor floor and there is 101 soft call protection for six months.

Meanwhile, the euro seven-year covenant-light term loan B came at €335 million, compared to prior talk of a minimum of €300 million, pricing was raised to Euribor plus 450 bps from talk of Euribor plus 400 bps to 425 bps, a 25 bps step-down was outlined at 4.25 times leverage, the 1% floor was removed and the discount finalized at 99½, the tight end of the 99 to 99½ talk, the source continued.

Lastly, the GBP seven-year covenant-light term loan B was set at GBP 85 million, versus a to be determined size outlined at launch, pricing came at Libor plus 450 bps with a 1% Libor floor, in line with talk, a 25 bps step-down was included at 3.75 times leverage, and the offer price firmed at 99, the wide end of the 99 to 99½ talk.

Delachaux revises thresholds

In addition to the structural and pricing updates, Delachaux reducing the permitted payment leverage threshold to 4.25 times from 4.75 times, lowered the total leverage threshold to 6 times from 6.5 times and set the 50 bps MFN for life, the source added.

The company’s credit facility (B+) also includes a €75 million 6½-year revolver.

Recommitments were due at the close of business on Tuesday for U.S. accounts and at 11 a.m. UK time on Wednesday for European accounts.

Deutsche Bank Securities Inc. is the global coordinator on the deal and a bookrunner with Credit Agricole, HSBC and Natixis.

Proceeds will be used by the French industrial company to refinance existing debt, to fund a distribution to shareholders and for general corporate purposes.

Omnitracs holds call

Omnitracs hosted a call on Tuesday, to launch a fungible $110 million add-on first-lien covenant-light term loan (B) due November 2020 talked at Libor plus 375 bps with a 1% Libor floor, an original issue discount of 99 to 99½ and 101 soft call protection for six months, and a fungible $40 million add-on second-lien covenant-light term loan (CCC+) due May 2021 talked at Libor plus 775 bps with a 1% Libor floor, a discount of 99 to 99½, and call protection of 102 through Nov. 25 and then 101 through Nov. 25, 2015, according to a market source.

The company’s existing first-lien term loan will also get the six months of 101 soft call protection.

Commitments are due on Oct. 7, the source said.

RBC Capital Markets, Credit Suisse Securities (USA) LLC and Guggenheim Corporate Funding LLC are leading the deal that will be used to help fund the acquisition of XRS Corp., an Eden Prairie, Minn.-based provider of mobile fleet optimization software, for $5.60 per share, or about $178 million.

Closing is expected in the fourth quarter, subject to XRS shareholder approval, expiration or termination of the waiting period under the Hart-Scott-Rodino Act and other customary conditions.

Omnitracs is a San Diego-based provider of fleet management services.

American Airlines sets launch

American Airlines emerged with plans to hold a conference call at 11 a.m. ET on Wednesday to launch its new secured credit facility, according to a market source.

Last week, in an 8-K filed with the Securities and Exchange Commission, the company disclosed that it is considering getting a new $1.8 billion credit facility consisting of an $800 million five-year revolver and a $1 billion seven-year term loan.

Citigroup Global Markets Inc. is the left lead on the deal that will be used for general corporate purposes.

American Airlines is a Fort Worth, Texas-based airline company.

Samchully on deck

Samchully Midstream is scheduled to hold a bank meeting on Wednesday to launch a $300 million seven-year term loan B, a market source said.

Bank of America Merrill Lynch is leading the deal that will be used to help fund the acquisition of a 25% interest in Cardinal Gas Services LLC, a midstream company in Ohio’s Utica shale play, by Samchully and E1 Corp for $400 million plus an estimated price adjustment of $50 million.

Closing is expected in October, subject to regulatory and shareholder approvals.

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