First Eagle, Ply Gem, Numotion, SnapAV break; Forest City, Athletico and more updated

By Sara Rosenberg

New York, Oct. 26 – First Eagle Holdings Inc. finalized pricing on its term loan B at the high end of guidance and added a step-down, and Ply Gem increased the size of its incremental first-lien term loan and tightened the issue price, and then these deals made their way into the secondary market on Friday.

Also, Numotion freed to trade after firming pricing on its first-lien term loan debt at the low end of talk, adding a step-down and adjusting the original issue discount, and SnapAV/Wirepath LLC broke as well.

In more happenings, Forest City Enterprises LP set pricing on its term loan B at the wide side of talk and adjusted the original issue discount, Athletico Physical Therapy set pricing on its term loan B at the wide side of talk and added a step-down, and Universal Health Services Inc. firmed the spread on its term loan B at the low end of guidance and modified the issue price.

Additionally, Burlington Stores Inc. finalized pricing on its term loan B at the low side of talk and widened the original issue discount, Bass Pro Group LLC upsized its add-on term loan B and set the issue price at the tight end of talk, and Sandvine Corp. accelerated the commitment deadline on its first-lien term loan.

And, Sedgwick Claims Management Services Inc., LMBE-MC HoldCo II LLC, BEP Ulterra Holdings Inc. and Talbots Inc. joined the near-term primary calendar.

First Eagle firms, frees up

First Eagle set the spread on its $1.61 billion covenant-light term loan B due December 2024 at Libor plus 275 basis points, the wide end of the Libor plus 250 bps to 275 bps talk, and added a 25 bps step-down at 2 times total net leverage, a market source said.

As before, the term loan has no Libor floor, an original issue discount of 99.875 and 101 soft call protection for six months.

The company’s $1.81 billion of senior secured credit facilities also include a $200 million revolver due December 2022.

By late Friday, the term loan broke for trading and levels were seen at par ¼ bid, par ¾ offered, a trader added.

Morgan Stanley Senior Funding Inc., Bank of America Merrill Lynch, Citigroup Global Markets Inc., HSBC and UBS Investment Bank are leading the deal that will be used to refinance existing debt and for general corporate purposes.

Closing is expected during the week of Oct. 29.

First Eagle is a New York-based independent, privately held asset management firm.

Ply Gem reworked

Ply Gem raised its fungible incremental first-lien term loan due April 12, 2025 to $805 million from $665 million and tightened the issue price to 99.75 from 99.5, according to a market source.

Pricing on the loan is Libor plus 375 bps with a 0% Libor floor, and the debt has 101 soft call protection through April 12, 2019.

In the morning, the term loan had been changed to non-fungible with a seven-year maturity, pricing of Libor plus 350 bps, a par issue price and 101 soft call protection for six months, but it was returned to a fungible tranche at the updated pricing later in the afternoon, the source said.

Allocations went out late in the day.

Credit Suisse Securities (USA) LLC, J.P. Morgan Securities LLC, RBC Capital Markets, UBS Investment Bank, Barclays, Bank of America Merrill Lynch, Deutsche Bank Securities Inc., Goldman Sachs Bank USA, Credit Agricole, Jefferies LLC, MUFG, Natixis, Societe Generale and US Bank are leading the deal.

Ply Gem tops OID

After terms finalized, Ply Gem’s incremental term loan began trading, with levels quoted at 99 7/8 bid, par ¼ offered, another source added.

The incremental term loan will be used to fund the acquisition of NCI Building Systems Inc. and, due to the upsizing, to refinance an ABL draw.

Under the acquisition agreement, NCI will issue 58.7 million shares to Ply Gem shareholders. Upon closing, NCI shareholders will own 53% of the company’s common equity and Ply Gem shareholders will own 47%.

Closing is expected this quarter, subject to approval by NCI shareholders and customary regulatory approvals.

Ply Gem is a Cary, N.C.-based manufacturer of exterior building products for residential construction. NCI is a Houston-based manufacturer of metal products for the commercial building industry. The combined company will operate under a name to be determined and will be based in Cary, N.C.

Numotion starts trading

Numotion’s credit facilities emerged in the secondary market, with the $330 million seven-year covenant light first-lien term loan (B) and $70 million first-lien delayed-draw term loan (B) with two-year availability quoted at par bid, par ½ offered, a market source remarked.

Pricing on the first-lien term loan debt is Libor plus 375 bps with a step-down to Libor plus 350 bps at 3.9 times first-lien net leverage and a 0% Libor floor. The debt was sold at an original issue discount of 99.75 and has 101 soft call protection for six months. The delayed-draw term loan ticking fee is 100 bps from days 31 to 90, half the margin from days 91 to 150 and the full margin thereafter.

During syndication, pricing on the first-lien term debt finalized at the low end of the Libor plus 375 bps to 400 bps talk, the step-down was added, the discount was changed from 99.5, the MFN was reduced to 50 bps from 75 bps, the outside maturity and acquisition/investments carve-outs were removed, the sunset was extended to 24 months from six months and a requirement was added for the company to host an annual call with lenders.

Numotion being acquired

Proceeds from Numotion’s $610 million of credit facilities, which also include a $50 million five-year revolver (B), a $130 million privately placed second-lien term loan and a $30 million privately placed second-lien delayed-draw term loan, will be used to help fund its buyout by AEA Investors LP.

Antares Capital, Nomura and Ares are the joint lead arrangers on the first-lien financing.

Closing is expected on Nov. 13.

Numotion is a Nashville, Tenn.-based provider of complex rehabilitation technology mobility solutions to individuals with permanent ambulatory disability.

SnapAV hits secondary

SnapAV’s $292.4 million term loan began trading too, with levels seen at par bid, par 3/8 offered, a market source remarked.

Pricing on the term loan is Libor plus 400 bps with a 0% Libor floor and it was issued at par. The debt has 101 soft call protection for six months.

UBS Investment Bank and SunTrust Robinson Humphrey Inc. are the leads on the deal that will be used to reprice an existing $262.4 million term loan down from Libor plus 450 bps, and for general corporate purposes and potential acquisitions.

SnapAV is a Charlotte, N.C.-based manufacturer of audio, video, networking, power and surveillance products for residential and commercial A/V integrators.

Forest City modified

Back in the primary market, Forest City Enterprises firmed pricing on its $1.25 billion seven-year covenant-light term loan B (B2/B+) at Libor plus 400 bps, the high end of the Libor plus 375 bps to 400 bps talk, and revised the original issue discount to 99.75 from 99.5, a market source remarked.

The term loan still has a 0% Libor floor, 101 soft call protection for six months, and a ticking fee of half the margin from days 31 to 60 and the full margin thereafter.

Recommitments were due at 3:45 p.m. ET on Friday, the source added.

Bank of America Merrill Lynch, TD Securities (USA) LLC, Barclays, BMO Capital Markets, CIBC, Citigroup Global Markets Inc., Deutsche Bank Securities Inc., RBC Capital Markets, Bank of Nova Scotia and US Bank are leading the deal that will be used to help fund the acquisition of the company by Brookfield Asset Management Inc. for $25.35 per share in an all-cash transaction valued at $11.4 billion, including debt.

Closing is expected this quarter, subject to some conditions, including the approval of Forest City’s stockholders. The transaction is not contingent on financing.

Forest City is a Cleveland-based real estate company.

Athletico tweaked

Athletico Physical Therapy finalized pricing on its $390 million seven-year covenant-light term loan B (B1/B) at Libor plus 350 bps, the high end of the Libor plus 325 bps to 350 bps talk, added a step-down to Libor plus 325 bps at 0.5 times inside of closing date total net leverage, and set the 50 bps MFN for life, versus 18 months previously, the source said.

The term loan still has a 0% Libor floor, an original issue discount of 99.5 and 101 soft call protection for six months.

Recommitments were due at 3 p.m. ET on Friday, the source added.

Bank of America Merrill Lynch, BMO Capital Markets, J.P. Morgan Securities LLC and PNC are leading the deal that will be used to refinance existing senior secured credit facilities.

Athletico Physical Therapy is an Oak Brook, Ill.-based provider of progressive outpatient rehabilitation and fitness services.

Universal Health revised

Universal Health Services set pricing on its $500 million seven-year term loan B (Ba1/BBB-/BBB-) at Libor plus 175 bps, the low end of the Libor plus 175 bps to 200 bps talk, and moved the issue price to par from 99.5, a market source remarked.

The term loan B still has a 0% Libor floor and 101 soft call protection for six months.

Recommitments were due at 2 p.m. ET on Friday, the source added.

J.P. Morgan Securities LLC is leading the deal that will be used to refinance existing debt.

Universal Health is a King of Prussia, Pa.-based health care management company.

Burlington sets changes

Burlington Stores firmed the spread on its $961 million term loan B (//BBB-) at Libor plus 200 bps, the low end of the Libor plus 200 bps to 225 bps talk, and widened the issue price to 99.875 from par, according to a market source.

The term loan still has a 0% Libor floor and 101 soft call protection for six months.

Recommitments were due at 2 p.m. ET on Friday, the source said.

J.P. Morgan Securities LLC is leading the deal that will be used to reprice an existing term loan B down from Libor plus 250 bps.

Burlington Stores is a Burlington, N.J.-based discount retailer.

Bass Pro updated

Bass Pro Group lifted its fungible add-on term loan B to $1.25 billion from $800 million and firmed the original issue discount at 99.5, the tight end of the 99 to 99.5 talk, a market source said.

The add-on term loan is priced at Libor plus 500 bps with a 0.75% Libor floor, in line with existing term loan B pricing, and has 101 soft call protection for six months.

Recommitments were due at 11 a.m. ET on Friday, the source added.

J.P. Morgan Securities LLC is leading the deal that will be used to help fund a dividend payment and redeem some preferred equity.

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

Sandvine moves deadline

Sandvine accelerated the commitment deadline on its $400 million seven-year first-lien term loan to 4 p.m. ET on Tuesday from Wednesday, a market source remarked.

Talk on the first-lien term loan is Libor plus 450 bps with a 0% Libor floor, an original issue discount of 99.5 and 101 soft call protection for six months.

The company’s $540 million of credit facilities also include a $30 million five-year revolver and a $110 million privately placed second-lien term loan.

Jefferies LLC, UBS Investment Bank and Societe Generale are leading the deal that will be used to refinance existing debt and fund a distribution to shareholders.

Sandvine is a Waterloo, Ont.-based provider of active network intelligence solutions for network operators and enterprises.

Sedgwick readies loan

Also in the primary market, Sedgwick Claims Management set a bank meeting for 10 a.m. ET in New York on Monday to launch a $2.34 billion seven-year covenant-light term loan B, according to a market source.

Bank of America Merrill Lynch, KKR Capital Markets, Morgan Stanley Senior Funding Inc. and SunTrust Robinson Humphrey Inc. are leading the loan that will be used with equity to fund the buyout of the company by the Carlyle Group from KKR in a transaction valued at about $6.7 billion.

Funds managed by Stone Point Capital LLC and Caisse de dépôt et placement du Québec (CDPQ), together with Sedgwick management, will remain minority investors in the company.

Closing is expected later this year, subject to customary conditions, including regulatory approvals.

Sedgwick is a Memphis, Tenn.-based provider of claims management solutions to corporations, public entities and insurance carriers.

LMBE-MC on deck

LMBE-MC HoldCo, a subsidiary of Talen Energy Supply LLC, will hold a lender presentation at 10 a.m. ET on Tuesday to launch $475 million of credit facilities, according to a market source.

The facilities consist of a $25 million revolver and a $450 million term loan B, the source said.

MUFG is leading the deal that will be used by Talen Energy to pay down corporate debt.

LMBE-MC HoldCo is a 2.3 GW portfolio of power-generation facilities located in Bangor, Pa.

BEP Ulterra coming soon

BEP Ulterra Holdings scheduled a bank meeting for 10 a.m. ET in New York on Tuesday to launch a $415 million seven-year covenant-light term loan B that includes 101 soft call protection for six months, a market source remarked.

Commitments are due at 1 p.m. ET on Nov. 9, the source added.

Wells Fargo Securities LLC and Barclays are leading the loan, which will be used to help fund the buyout of the company by the Blackstone Group LP from American Securities LLC.

Closing is expected this year.

BEP Ulterra is a Fort Worth, Texas-based pure-play supplier of polycrystalline diamond compact drill bits to the oil and gas industry.

Talbots joins calendar

Talbots set a lender meeting for 10:30 a.m. ET on Tuesday to launch a $420 million five-year covenant-light term loan B, according to a market source.

Bank of America Merrill Lynch and KKR Capital Markets are leading the deal that will be used to refinance existing first-and second-lien term loans.

Talbots is a Hingham, Mass.-based multi-channel retailer of women’s apparel.

RealD call protection emerges

In other news, RealD Inc. came out with call protection on its $75 million six-year second-lien term loan of non-callable for one year, then at 102 in year two and 101 in year three, a market source said.

As previously reported, the second-lien term loan is talked at Libor plus 1,000 bps with a 0% Libor floor and an original issue discount of 98.5 to 99.

The company is also seeking a $250 million five-year first-lien term loan talked at Libor plus 550 bps to 575 bps with a 0% Libor floor, a discount of 99 and 101 soft call protection for one year.

Jefferies LLC is leading the deal that launched with a bank meeting on Thursday.

Commitments are due on Nov. 8, the source added.

Proceeds will be used to refinance existing debt.

RealD is a Beverly Hills, Calif.-based licensor of 3D and other visual technologies for use in the cinema industry.

Allied Universal closes

Allied Universal Holdco LLC completed its acquisition of U.S. Security Associates for about $1 billion, according to a news release.

To help fund the transaction, Allied Universal got an $800 million incremental first-lien term loan (B2/B-/BB) due July 28, 2022 priced at Libor plus 425 bps with a 1% Libor floor, and sold at an original issue discount of 99.5. The debt has 101 soft call protection for six months.

During syndication, pricing on the term loan firmed at the low end of the Libor plus 425 bps to 450 bps talk and the discount was tightened from 99.

Credit Suisse Securities (USA) LLC, Barclays, Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Morgan Stanley Senior Funding Inc., HSBC Securities (USA) Inc., Societe Generale, ING, Natixis and PNC led the deal.

Allied Universal is a Santa Ana, Calif.-based contract security services company. U.S. Security is a Roswell, Ga.-based provider of security and related services.

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