Ineos Styrolution, Golden Nugget break; IP&S, Smart & Final, HD Supply revisions emerge

By Sara Rosenberg

New York, Sept. 15 – Ineos Styrolution Group GmbH reduced the size of its first-lien term loan B, trimmed the spread, tightened the original issue discount and then freed up for trading on Thursday, and Golden Nugget Inc.’s repriced term loan debt broke as well.

Also in trading, Michaels Stores Inc.’s term loan B-1 and term loan B-2 softened after investors were told that the company would be launching a transaction to extend the maturities of the debt and fold them into a single term loan tranche.

Returning to the primary market, Intellectual Property & Science (IP&S) (Camelot Finance LP) upsized its first-lien term loan and lowered pricing, and Smart & Final Stores LLC increased the size of its term loan B.

In addition, HD Supply Inc. added a step-down to its incremental term loan B, and Avantor Performance Materials and Camping World Good Sam moved up the commitment deadlines on their loan deals.

Furthermore, Press Ganey Inc., inVentiv Health Inc. and Beasley Broadcast Group Inc. disclosed price talk with launch, and American Builders & Contractors Supply Co. Inc. and Bioclinica joined the near-term new issue calendar.

Ineos Styrolution reworked

Ineos Styrolution trimmed its U.S. dollar- and euro-denominated five-year term loan B to €1 billion-equivalent from €1.1 billion-equivalent, cut pricing to Libor/Euribor plus 375 basis points from Libor/Euribor plus 400 bps and revised the original issue discount to 99.5 from 99, according to a market source.

The first-lien term loan B still has a 1% floor and 101 soft call protection for six months.

Proceeds will be used to help refinance the company’s existing senior secured term loans, to take out a second-lien PIK toggle loan held by Ineos and to pay related fees and expenses.

As part of the changes to the deal, the company now plans to roll/upsize the existing second-lien loan into the downsized first-lien senior secured term loan B, and the €250 million position will be held by Ineos Holdings Ltd, the same entity that currently holds the second-lien loan. The position will be structured as a separate €250 million tranche with customary limitations on voting rights, the source said.

The remaining €750 million-equivalent of first-lien term loan B debt will be split 50/50 between U.S. dollars and euros.

Ineos Styrolution frees up

With final terms in place, Ineos Styrolution’s $420 million term loan B began trading on Thursday afternoon, with levels quoted at 99 5/8 bid, 100 3/8 offered on the break, and then it moved up to 100¼ bid, 100 7/8 offered, another source remarked.

The euro term loan is expected to allocate on Friday morning in Europe.

Barclays and J.P. Morgan Securities LLC are leading the deal that is targeted to close on Sept. 30.

The downsizing to the first-lien term loan B was done because the company expects to repay a portion of the existing €1.1 billion-equivalent term loan B with cash on hand as a result of strong performance/cash generation in the recent trading period.

Pro forma leverage is 1.5 times, down from 1.9 times prior to the downsizing, the source added.

Ineos Styrolution is a Frankfurt, Germany-based styrenics supplier with a focus on styrene monomer, polystyrene, ABS Standard and styrenic specialties.

Golden Nugget starts trading

Golden Nugget’s repriced $457.6 million in funded and delayed-draw term loan debt that trades as a strip also hit the secondary market, with levels quoted at par bid, 100½ offered, a market source said.

The debt is split between a $320.3 million term loan and a $137.3 million delayed-draw term loan, is priced at Libor plus 350 bps with a 1% Libor floor, and was issued at par. There is 101 soft call protection for one year.

Jefferies Finance LLC is leading the deal that will reprice the existing term loan debt down from Libor plus 450 bps with a 1% Libor floor.

Golden Nugget is a hotel and casino operator.

Michaels Stores weakens

In more trading news, Michaels Stores’ term loan B-1 was lower on the bid side, with levels quoted at 100 1/8 bid, 100 5/8 offered, versus 100 3/8 bid, 100 5/8 offered on Wednesday, and its term loan B-2 dropped to 100 1/8 bid, 100 5/8 offered from 100 5/8 bid, 100 7/8 offered, according to a trader.

The softening occurred post-news of a planned lender call for 10 a.m. ET on Friday to launch a $2.27 billion term loan B-1 due Jan. 28, 2023 that will extend the maturities of the existing B-1 and B-2 loans by three years and fold them into the new single term loan B-1 tranche.

Talk on the new term loan B-1 is Libor plus 275 bps with a 1% Libor floor and 101 soft call protection for six months, a market source said.

By comparison, the existing term loan B-1 is priced at Libor plus 275 bps with a 1% Libor floor and the existing term loan B-2 is priced at Libor plus 300 bps with a 1% Libor floor.

Michaels Stores amending

Concurrently with the new term loan B-1, Michaels Stores is seeking an amendment to its credit agreement to change the restricted payments ratio to 3.75 times from 3.25 times total net leverage and to increase the incremental allowance to $750 million from $500 million, the source added.

In addition, technical amendments will be made to align the term loan with the company’s existing ABL revolver.

Lenders are being offered a 7.5-bps amendment fee.

Deutsche Bank Securities Inc. is the bookrunner on the new deal.

Commitments are due at 5 p.m. ET on Tuesday.

Michaels Stores is an Irving, Texas-based arts & crafts specialty retailer.

IP&S changes emerge

Back in the primary market, Intellectual Property & Science increased its seven-year covenant-light first-lien term loan to $1.55 billion from $1.45 billion, trimmed pricing to Libor plus 375 bps from talk of Libor plus 425 bps to 450 bps and eliminated the MFN sunset, a market source remarked.

As before, the term loan has a 1% Libor floor, an original issue discount of 99.5 and 101 soft call protection for six months.

The company’s now $1,725,000,000 credit facility also includes a $175 million revolver.

Recommitments were due at 2 p.m. ET on Thursday with allocations expected on Friday, the source continued.

Credit Suisse Securities (USA) LLC, Bank of America Merrill Lynch, RBC Capital Markets LLC, Citigroup Global Markets Inc., Barclays, Goldman Sachs Bank USA and Guggenheim are leading the deal.

IP&S being acquired

Proceeds from Intellectual Property & Science’s credit facility will be used with bonds and equity to fund its acquisition by Onex Corp. and Baring Private Equity Asia from Thomson Reuters for $3.55 billion in cash.

The size of the bond deal was reduced due to the term loan upsizing, the source added.

Closing is expected in the next few months, subject to regulatory approval and customary conditions. The transaction is not subject to financing.

Intellectual Property & Science is a Philadelphia-based provider of comprehensive intellectual property and scientific information, decision support tools and services.

Smart & Final upsizes

Smart & Final lifted its senior secured covenant-light term loan B due Nov. 15, 2022 to $625 million from $594.9 million, according to a market source.

Pricing on the loan is Libor plus 350 bps with a 0.75% Libor floor and an original issue discount of 99.5, and the debt includes 101 soft call protection for six months.

On Wednesday, pricing on the term loan was increased from Libor plus 325 bps, and the discount firmed at the wide end of the 99.5 to 99.75 talk.

Recommitments were due by 5 p.m. ET on Thursday. Allocations are expected on Friday morning.

Morgan Stanley Senior Funding Inc. is leading the deal that will be used to amend and extend an existing term loan B due Nov. 15, 2019 priced at Libor plus 325 bps with a 0.75% Libor floor, and, because of the upsizing, to pay down ABL borrowings, the source added.

Smart & Final is a Commerce, Calif.-based warehouse-style, no membership fee, multi-format retailer.

HD Supply adds step

HD Supply added a step-down to its $550 million seven-year incremental covenant-light term loan B to Libor plus 250 bps when total net leverage is 3 times, according to a market source.

Initial pricing on the incremental loan remained at Libor plus 275 bps. The debt has no Libor floor, an original issue discount of 99.5 and 101 soft call protection for six months.

Commitments were due at 5 p.m. ET on Thursday, and the deal is expected to price and allocate on Friday.

Bank of America Merrill Lynch, Barclays, Goldman Sachs Bank USA, J.P. Morgan Securities LLC and Wells Fargo Securities LLC are leading the loan.

HD Supply repaying notes

Proceeds from HD Supply’s incremental term loan will be used with a $600 million ABL revolver draw and $228 million in cash on hand to redeem its $1,275,000,000 of 7½% senior notes due 2020.

With the new loan, the company is amending its existing $843.6 million covenant-light term loan due August 2021 to eliminate the 1% Libor floor while the spread will remain at Libor plus 275 bps, waive the 3.25 times restricted payments ratio since this transaction will result in 3.4 times net secured leverage and reset the excess cash flow sweep to apply to fiscal year 2017.

Lenders are offered a 10-bps consent fee.

HD Supply, an Atlanta-based industrial distributor, expects to close on the deal in the week of Oct. 17.

Avantor modifies deadline

Avantor Performance Materials accelerated the commitment deadline on its $595 million of bank debt (B1/B) to 5 p.m. ET on Friday from 5 p.m. ET on Tuesday, a market source said.

The debt consists of a $25 million revolver, a $400 million incremental first-lien term loan due 2023 and a $170 million delayed-draw first-lien term loan due 2023.

Talk on the term loans, which will trade as a strip, is Libor plus 500 bps with a 1% Libor floor, an original issue discount of 99.5 and 101 soft call protection through June 21, 2017. The delayed-draw term loan has a ticking fee of the full spread starting on day 31.

The spread, floor and call protection on the new term loans matches the existing first-lien term loan.

Avantor merging

Proceeds from the new bank debt will be used to fund the merger of Center Valley, Pa.-based Avantor Performance Materials and Carpinteria, Calif.-based NuSil Technology LLC, both portfolio companies of New Mountain Capital LLC, and to fund a future acquisition.

Credit Suisse Securities (USA) LLC, Jefferies Finance LLC and KeyBanc Capital Markets LLC are leading the debt.

Closing on the merger is expected late this month, subject to customary conditions.

The combined company, to be named Avantor, will provide performance materials and solutions for the life sciences and advanced technology markets.

Camping World shutting early

Camping World moved up the commitment deadline on its fungible $110 million add-on first-lien term loan B due Feb. 20, 2020 to 5 p.m. ET on Monday from noon ET on Tuesday, a source remarked.

The add-on loan is talked at Libor plus 475 bps with a 1% Libor floor and an original issue discount of 99 to 99.5.

Goldman Sachs Bank USA is leading the deal that will be used to fund a dividend and for acquisitions of dealerships.

Camping World is a Lincolnshire, Ill.-based seller of RVs and supplier of RV parts, supplies and accessories.

Press Ganey sets talk

Also in the primary, Press Ganey held its bank meeting on Thursday, and shortly before the event kicked off, price talk on its first- and second-lien term loans was announced, according to a market source.

The $740 million seven-year covenant-light first-lien term loan (B2/B) is talked at Libor plus 375 bps to 400 bps with a 1% Libor floor, an original issue discount of 99 and 101 soft call protection for six months, and the $288 million eight-year covenant-light second-lien term loan (Caa2/CCC+) is talked at Libor plus 775 bps to 800 bps with a 1% Libor floor, a discount of 98 and call protection of 102 in year one and 101 in year two, the source said.

The company’s $1,098,000,000 senior secured credit facility also includes a $70 million revolver (B2/B).

Credit Suisse Securities (USA) LLC, Citigroup Global Markets Inc. and Bank of America Merrill Lynch are leading the deal, with Credit Suisse left on the first-lien loan and Citigroup left on the second-lien loan.

Press Ganey funding buyout

Proceeds from Press Ganey’s credit facility, up to $1,368,000,000 in equity and about $66.3 million in cash on hand will be used to finance its buyout by EQT Equity for $40.50 in cash per share, resulting in an enterprise value of about $2.35 billion.

Commitments for the credit facility are due at 5 p.m. ET on Sept. 29.

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

Press Ganey is a Wakefield, Mass.-based provider of patient experience measurement, performance analytics and strategic advisory solutions for health care organizations.

inVentiv releases guidance

inVentiv Health came out with talk of Libor plus 425 bps to 450 bps with a 1% Libor floor, an original issue discount of 99 and 101 soft call protection for six months on its $1.68 billion seven-year senior secured term loan B (B2/BB-) that launched with a morning bank meeting, a source remarked.

Commitments are due at 5 p.m. ET on Sept. 28, the source added.

The company’s $1.93 billion credit facility also includes a $250 million asset-based revolver.

Goldman Sachs Bank USA, Credit Suisse Securities (USA) LLC, Bank of America Merrill Lynch, Morgan Stanley Senior Funding Inc., Barclays and Jefferies Finance LLC are leading the deal that will be used to help fund a material equity investment in the company by Advent International.

The investment agreement values inVentiv at $3.8 billion on a cash-free, debt-free basis subject to customary adjustments, and Advent is joining Thomas H. Lee Partners as an equal equity owner of the company.

inVentiv repaying debt

With the equity investment, inVentiv will repay all of its outstanding credit facility debt, which, as of June 30, was about $575.3 million, and will also use its reasonable best efforts to commence offers to purchase and/or consent solicitations with respect to any or all of its outstanding $625 million 9% senior secured notes due 2018, $579.8 million 10%/12% junior lien PIK notes due 2018 and $376.3 million 10% senior notes due 2018.

As part of its financing package for the transaction, the company has also received a commitment for a $720 million senior unsecured bridge loan.

Closing is expected in the fourth quarter, subject to regulatory approval and other customary conditions.

inVentiv is a Burlington, Mass.-based provider of clinical, consulting and commercial services to the health care industry.

Beasley reveals terms

Beasley Broadcast held its bank meeting, launching its $265 million seven-year term loan B with talk of Libor plus 550 bps with a 1% Libor floor, an original issue discount of 99 and 101 soft call protection for six months, a market source said.

The company’s $285 million credit facility (B1/B+) also includes a $20 million five-year revolver.

Commitments are due on Sept. 29, the source added.

RBC Capital Markets LLC and U.S. Bank are leading the deal that will be used with cash on hand to fund the acquisition of Greater Media Inc. for about $100 million in cash and roughly $25 million in shares of Beasley’s class A common stock. Also, Greater Media shareholders will get the net cash proceeds from the sale of its tower assets, estimated around $20 million, and Beasley will refinance about $80 million of Greater Media’s debt.

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

Net total leverage is 4.4 times based on last-12-month June 30 adjusted EBITDA of $60.1 million.

Naples, Fla.-based Beasley and Braintree, Mass.-based Greater Media are broadcast companies.

American Builders on deck

American Builders & Contractors Supply scheduled a bank meeting for 9:30 a.m. ET in New York on Tuesday to launch a $1,875,000,000 seven-year covenant-light term loan B, according to a market source.

Deutsche Bank Securities Inc. and RBC Capital Markets are leading the deal that will be used to fund the acquisition of L&W Supply from USG Corp., to refinance/extend an existing term loan and to pay a $150 million distribution for estate tax planning.

Closing is expected in the fourth quarter, subject to clearance under the Hart-Scott-Rodino Antitrust Improvements Act.

American Builders is a Beloit, Wis.-based building products distributor. L&W Supply is a Chicago-based distributor of drywall, ceiling tiles, steel framing and other building materials.

Bioclinica joins calendar

Bioclinica scheduled a bank meeting for Monday afternoon to launch a $705 million credit facility, a market source said.

The facility consists of a $50 million five-year revolver, a $445 million seven-year covenant-light first-lien term loan and a $210 million eight-year covenant-light second-lien term loan, the source added.

Jefferies Finance LLC is leading the deal that will be used to help fund the buyout of the company by Cinven from Water Street Healthcare Partners and JLL Partners.

Bioclinica is a Doylestown, Pa.-based provider of specialized technology-enabled services supporting clinical trials.

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