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Published on 3/7/2019 in the Prospect News Bank Loan Daily.

Tallgrass, Wynn, ConvergeOne, Tivity, Quorum break; Hornblower, Main Event updated

By Sara Rosenberg

New York, March 7 – Tallgrass Energy LP lowered the spread on its term loan, added a pricing step-down, tightened the original issue discount and shortened the call protection, and Wynn Resorts Ltd. firmed the issue price on its add-on term loan at the tight side of guidance, and then both of these deals freed up for trading on Thursday.

Other deals to make their way into the secondary market during the session included ConvergeOne Holdings Inc. (PVKG Merger Sub Inc.), Tivity Health Inc., Quorum Business Solutions (QBS Parent Inc.) and Avison Young Inc.

In more news, Hornblower Holdings upsized its add-on first-lien term loan and modified the original issue discount, and Main Event Entertainment carved a delayed-draw tranche out of its term loan and set pricing at the high end of talk.

Furthermore, Carbonite Inc., Ascensus Inc., Chromaflo Technologies, Parts Town (PT Holdings LLC) and Ocwen Financial Corp. released price guidance with launch, and Tank Holding Corp. and NSO Group joined the near-term primary calendar.

Tallgrass revised, trades

Tallgrass Energy cut pricing on its $1,155,000,000 seven-year first-lien term loan (B1/B+/BB-) to Libor plus 475 basis points from Libor plus 525 bps, added a 25 bps step-down at 3.5 times total net leverage, changed the original issue discount to 99.25 from 98.5 and shortened the 101 soft call protection to six months from one year, according to a market source.

The term loan still has a 0% Libor floor.

Recommitments were due at noon ET on Thursday, and, later in the day, the loan emerged in the secondary market with levels quoted at 99¾ bid, par ½ offered, another source added.

Credit Suisse Securities (USA) LLC, Citigroup Global Markets Inc., Jefferies LLC, MUFG and Blackstone are leading the deal that will be used to help fund Blackstone Infrastructure Partners’ acquisition of a controlling interest in the company for total cash consideration of about $3.3 billion.

Closing is expected this quarter, subject to customary conditions.

Tallgrass Energy is a Leawood, Kan.-based growth-oriented midstream energy infrastructure company.

Wynn updated, breaks

Wynn Resorts set the original issue discount on its fungible $250 million add-on covenant-light first-lien term loan due October 2024 at 98.5, the tight end of the 98 to 98.5 talk, a market source said.

As before, the add-on term loan, like the existing term loan, is priced at Libor plus 225 bps with a 0% Libor floor, and has 101 soft call protection through April 2019.

The add-on term loan freed to trade in the morning after terms finalized, and levels were seen at 98¾ bid, 99¼ offered, the source added.

Deutsche Bank Securities Inc., Bank of America Merrill Lynch, Fifth Third, J.P. Morgan Securities LLC, SunTrust Robinson Humphrey Inc. and Goldman Sachs Banks USA are leading the deal, which will be used for general corporate purposes.

Closing is expected on Friday.

Wynn Resorts is a Las Vegas-based developer, owner and operator of destination casino resorts.

ConvergeOne hits secondary

ConvergeOne’s bank debt also began trading during the session, with the $960 million seven-year covenant-light first-lien term loan (B2/B-) quoted at 97 bid, 97¾ offered and the $275 million eight-year covenant-light second-lien term loan (Caa2/CCC) quoted at 94 bid, 95 offered, according to a market source.

The first-lien term loan is priced at Libor plus 500 bps with a 0% Libor floor and was sold at an original issue discount of 96. The loan has 101 soft call protection for one year.

Pricing on the second-lien term loan is Libor plus 850 bps with a 0% Libor floor, and this tranche was issued at a discount of 94. This tranche has call protection of 103 in year one, 102 in year two and 101 in year three.

Deutsche Bank Securities Inc., UBS Investment Bank, Citigroup Global Markets Inc., Macquarie Capital (USA) Inc. and Societe Generale are leading the $1,235,000,000 of term loans. Deutsche is the left lead on the first-lien, and UBS is the left lead on the second-lien.

Proceeds will back the already completed buyout of the company by CVC Capital Partners for $12.50 per share, or about $1.8 billion.

ConvergeOne is an Eagan, Minn.-based IT and managed services provider of collaboration and technology solutions.

Tivity frees up

Another deal to break for trading was Tivity Health, with its $350 million five-year first-lien term loan A quoted at 99¼ bid, 99¾ offered and its $830 million seven-year first-lien term loan B quoted at 98 bid, 99 offered, a market source remarked.

Pricing on the term loan A is Libor plus 425 bps with a 0% Libor floor and it was sold at an original issue discount of 99. The loan has 101 soft call protection for one year.

The term loan B is priced at Libor plus 525 bps with a 0% Libor floor and was issued at a discount of 97.5. This tranche has 101 soft call protection for one year as well.

During syndication, the term loan A was downsized from $400 million and the discount finalized at the wide end of the 99 to 99.5 talk. Also, the term loan B was upsized from $780 million, the spread firmed at the high end of the Libor plus 500 bps to 525 bps talk, the discount was modified from talk in the range of 98 to 99 and amortization was revised to 3% per annum from 2.5%. Furthermore, the call protection on both loans was extended from six months, and the maximum total net leverage covenant with step-downs was tightened.

Tivity getting revolver

Along with the term loans, Tivity’s $1,305,000,000 of credit facilities (B1/B+) include a $125 million revolver.

Credit Suisse Securities (USA) LLC, SunTrust Robinson Humphrey Inc., Citigroup Global Markets Inc., Citizens Bank, Fifth Third, Goldman Sachs Bank USA and Regions Capital are leading the deal that will be used with cash on hand to fund the acquisition of Nutrisystem Inc. for $38.75 per share in cash and 0.2141 of a Tivity Health share for each share of Nutrisystem common stock. The transaction values Nutrisystem at an enterprise value of $1.3 billion and an equity value of $1.4 billion.

Closing is expected this quarter, subject to the approval of Nutrisystem shareholders, the receipt of regulatory approval and other customary conditions.

Tivity is a Franklin, Tenn.-based provider of fitness and health improvement programs. Nutrisystem is a Fort Washington, Pa.-based provider of weight management products and services.

Quorum tops OID

Quorum Business Solutions’ fungible $90 million covenant-light incremental first-lien term loan (B2/B/BB-) due September 2025 hit the secondary market as well, with levels seen at 98¾ bid, 99¼ offered, a market source said.

The incremental term loan is priced at Libor plus 425 bps with a 0% Libor floor and was sold at an original issue discount of 98.375. The debt has 101 soft call protection for six months.

Credit Suisse Securities and Macquarie Capital (USA) Inc. are leading the deal that will be used to fund the acquisition of Coastal Flow Measurement Inc., a Houston-based energy measurement services and software company.

With this transaction, the company is increasing pricing on its existing first-lien term loan to Libor plus 425 bps from Libor plus 400 bps.

Quorum is a provider of software to energy companies.

Avison starts trading

Avison Young’s credit facilities broke too, with the $325 million seven-year covenant-light first-lien term loan quoted at 98½ bid, 99 offered, a market source remarked.

Pricing on the term loan is Libor plus 500 bps with a 0% Libor floor and it was sold at an original issue discount of 98. The debt has 101 soft call protection for one year, which was extended from six months during syndication.

The company’s $385 million of credit facilities (B2/B) also include a $60 million revolver.

Credit Suisse Securities (USA) LLC, CIBC and Bank of America Merrill Lynch are leading the deal that will be used to help fund the recently completed acquisition of GVA, a U.K.-based real estate advisory business.

Avison Young is a Toronto-based commercial real estate services firm.

Hornblower tweaks loan

Back in the primary market, Hornblower raised its fungible add-on first-lien term loan (B2/B) due April 2025 to $320 million from $300 million and revised the original issue discount to 99.5 from 99, according to a market source.

As before, the add-on term loan is priced at Libor plus 450 bps with a 1% Libor floor, in line with existing term loan pricing.

The add-on term loan has 101 soft call protection for six months.

Commitments were due on Thursday, the source said.

UBS Investment Bank and Barclays are leading the deal, which will be used to fund the acquisition of Entertainment Cruises, to refinance existing debt and, because of the upsizing, to add cash to the balance sheet.

Hornblower is a San Francisco-based cruise and event company.

Main Event restructures

Main Event Entertainment divided its $200 million senior secured term loan (B3/B-) into a $125 million funded tranche and a $75 million delayed-draw tranche, and firmed pricing on the debt at Libor plus 650 bps, the high end of the Libor plus 625 bps to 650 bps talk, a market source remarked.

The term loan debt still has a 0% Libor floor and an original issue discount of 98.

UBS Investment Bank is leading the deal that will be used to refinance existing debt.

Main Event Entertainment is a Dallas-based operator of family entertainment centers with locations across the United States.

Carbonite guidance

Carbonite held its bank meeting on Thursday and announced talk on its $550 million seven-year term loan B at Libor plus 400 bps to 425 bps with a 0% Libor floor, an original issue discount of 98.5 and 101 soft call protection for six months, according to a market source.

The company’s up to $725 million of credit facilities (B1/B) also include an up to $175 million five-year revolver.

Commitments are due at 5 p.m. ET on March 21, the source said.

Barclays, Citizens Bank, RBC Capital Markets and HSBC Securities (USA) Inc. are leading the deal that will be used with cash on hand to fund the acquisition of Webroot Inc. for about $618.5 million.

Closing is expected this quarter, subject to the regulatory clearance and other customary conditions.

Pro forma net leverage will be around 4.3 times, including the benefit of identified cost synergies.

Carbonite is a Boston-based cloud-based data protection provider. Webroot is a Broomfield, Colo.-based cybersecurity company.

Ascensus proposed terms

Ascensus launched with an afternoon call its fungible $94 million incremental first-lien term loan (B2/B-) due December 2022 at talk of Libor plus 400 bps with a 1% Libor floor and an original issue discount of 99 to 99.5, a market source said.

The incremental term loan has 101 soft call protection for six months.

Commitments are due at 5 p.m. ET on March 14.

Credit Suisse Securities (USA) LLC, J.P. Morgan Securities LLC and Barclays are leading the deal that will be used to fund a tuck-in acquisition and a shareholder distribution.

In connection with this transaction, pricing on the existing first-lien term loan will be increased to Libor plus 400 bps from Libor plus 350 bps for fungibility, the source added.

Ascensus is a Dresher, Pa.-based service provider of retirement and college savings plans.

Chromaflo launches

Chromaflo Technologies held its lender call in the morning, launching its non-fungible $60 million covenant-light incremental term loan B due Nov. 18, 2023 at talk of Libor plus 425 bps with a 1% Libor floor, an original issue discount of 99 and 101 soft call protection for six months, according to a market source.

Commitments are due at noon ET on March 14, the source said.

Morgan Stanley Senior Funding Inc., Goldman Sachs Bank USA and KeyBanc Capital Markets are leading the deal that will be used to partially refinance an existing second-lien term loan.

Chromaflo is an Ashtabula, Ohio-based manufacturer of chemical and pigment dispersions for architectural and industrial coatings.

Parts Town sets talk

Parts Town came out with talk of Libor plus 400 bps with a 1% Libor floor and an original issue discount of 98.85 on its $30 million incremental first-lien term loan due Dec. 7, 2024 shortly before its morning lender call kicked off, a market source remarked.

The spread and floor on the incremental loan match the existing term loan pricing.

Commitments are due at 2 p.m. ET on Wednesday, the source added.

Jefferies LLC is leading the deal that will be used to fund an acquisition.

Parts Town is an Addison, Ill.-based OEM parts distributor and service provider to the foodservice equipment market.

Ocwen holds call

Ocwen Financial hosted a lender call at 3 p.m. ET on Thursday to launch a $100 million incremental senior secured term loan due December 2020 talked at Libor plus 500 bps with a 1% Libor floor and an original issue discount of 99.25, a market source said.

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

Barclays is leading the deal that will be used for general corporate purposes, including repayment of the PHH notes and a small portfolio or platform acquisition.

The borrower is Ocwen Loan Servicing LLC.

Ocwen is a West Palm Beach, Fla.-based non-bank mortgage servicer and originator.

Tank on deck

Tank Holding set a lenders’ presentation for 9:30 a.m. ET on Monday to launch $540 million of senior secured credit facilities, according to a market source.

The facilities consist of a $60 million revolver and a $480 million first-lien term loan, the source said.

Morgan Stanley Senior Funding Inc., Antares Capital and Carlyle Global Credit Investment Management LLC are leading the first-lien deal that will be used with a $170 million privately placed second-lien term loan to help fund the buyout of the company by Olympus Partners.

Tank Holding is a manufacturer of rotationally molded poly and welded steel bulk storage and material handling products. The company has headquarters in St. Bonifacius, Minn., and Lincoln, Neb.

NSO coming soon

NSO Group will hold a bank meeting in New York on March 14 and small group meetings in London on Tuesday and Wednesday to launch a $500 million equivalent U.S. and euro term loan, a market source said.

Of the total term loan amount, at least $300 million will be in U.S. dollars.

Early guidance on the term loan is Libor/Euribor plus 600 basis points with a 0% floor and an original issue discount of 98, the source added.

Jefferies LLC is leading the deal that will be used to fund the buyout of the company by management and Novalpina Capital from Francisco Partners.

NSO is a Luxembourg-based cyber-technology company.


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