AMAG, Panda Stonewall break; SeaWorld drops with earnings; WorldPay revises add-on loan

By Sara Rosenberg

New York, Nov. 12 – AMAG Pharmaceuticals Inc. and Panda Stonewall both saw their new deals free up for trading on Wednesday, and SeaWorld Entertainment Inc.’s term loan softened with news of disappointing earnings results.

Moving to the primary market, WorldPay tightened the original issue discount on its add-on term loan B-2, C&J Energy Services Inc. released structure and talk on its deal with launch, and pricing guidance emerged on loans from B/E Aerospace Inc. and Terra-Gen Finance Co. LLC.

AMAG starts trading

AMAG Pharmaceuticals’ $340 million six-year senior secured first-lien term loan B (Ba3/B+) hit the secondary market on Wednesday, with levels seen at 99½ bid, par ½ offered, according to a trader.

Pricing on the loan is Libor plus 625 basis points with a 1% Libor floor and it was sold at an original issue discount of 99. There is hard call protection of 102 in year one and 101 in year two.

During syndication, the spread on the term loan was lifted from Libor plus 550 bps, the hard call protection was sweetened from 101 for one year, and amortization was increased to 10% in year one and 15% per annum thereafter from 5% in year one and 10% per annum thereafter.

Jefferies Finance LLC is leading the deal.

AMAG buys Lumara

Proceeds from AMAG’s term loan B were used to help fund the acquisition of Lumara Health Inc. for $675 million, the closing of which was announced on Wednesday.

The purchase price is divided into $600 million in cash and $75 million of stock as well as additional contingent consideration of up to $350 million based on achievement of certain sales milestones.

AMAG is a Waltham, Mass.-based specialty pharmaceutical company. Lumara is a Chesterfield, Mo.-based pharmaceutical company specializing in women’s health.

Panda Stonewall breaks

Panda Stonewall’s bank debt freed up for trading too, with the $300 million funded term loan quoted at par bid, 101 offered and the $200 million delayed-draw term loan quoted at 99¼ bid, par ¼ offered, a source remarked.

Pricing on the term loans is Libor plus 550 bps with a 1% Libor floor and they were sold at an original issue discount of 99. The loans are non-callable for 2½ years, then at 102 for a year and 101 for the following year, and the delayed-draw term loan, which has a one-year delayed-draw period and will be funded in a single draw, has a 300 bps ticking fee.

Recently, the funded term loan was downsized from $325 million, the delayed-draw term loan was upsized from $150 million and pricing on the loans was reduced from Libor plus 600 bps.

Goldman Sachs Bank USA, Credit Suisse Securities (USA) LLC, ICBC, Investec and MUFG are leading the deal that will be used to fund construction of the Panda Stonewall Power Project, a clean natural gas-fueled 778-megawatt combined-cycle generating station in Loudoun County, Va.

Panda Stonewall is owned by Panda Power Funds, and partners in the project include Bechtel Development and Green Energy Partners/Stonewall.

SeaWorld slides

Also in trading, SeaWorld Entertainment’s term loan weakened following the release of third quarter results, according to traders.

One trader had the loan quoted at 96 bid, 96¾ offered, down from 96½ bid, 97¼ offered, and a second trader had the loan quoted at 95½ bid, 96½ offered, versus 96 3/8 bid, 97 3/8 offered on Monday.

For the quarter, the company reported net income of $87.2 million, or $1.00 per diluted share, versus net income of $120.7 million, or $1.34 per diluted share, in the third quarter of 2013, revenue of $495.8 million, down from $538.4 million in the prior year, and adjusted EBITDA of $209.1 million, versus $254.4 million last year.

The company attributed the decrease in revenue to a decline in attendance, which is believed to be a result of a number of factors including negative media attention in California along with a challenging competitive environment, particularly in Florida.

In addition, the Orlando-based theme park and entertainment company revealed that, during the quarter, $35 million of its senior secured term loan was paid down, of which $31.5 million was a voluntary prepayment.

WorldPay tweaks deal

Over in the primary, WorldPay changed the original issue discount on its fungible $140 million add-on term loan B-2 to 99½ from 99, a market source said.

Like the existing term loan B-2, the add-on is priced at Libor plus 400 bps with a 1.25% Libor floor.

J.P. Morgan Securities LLC and RBS are leading the deal that will be used for general corporate purposes and to fund acquisitions.

WorldPay is a London-based provider of payment processing services.

C&J details surface

C&J Energy Services held its bank meeting on Wednesday, launching $675 million of senior secured term loans, split between a $300 million five-year B-1 tranche that has financial covenants and a $375 million seven-year B-2 tranche that is covenant-light, according to a market source.

Talk on the term loan B-1 is Libor plus 350 bps to 375 bps with a 0.75% Libor floor and talk on the term loan B-2 is Libor plus 375 bps to 400 bps with a 1% Libor floor, with both loans offered at an original issue discount of 99 and including 101 soft call protection for six months, the source said.

By comparison, recent filings with the Securities and Exchange Commission had the company expecting to get a $675 million seven-year covenant-light term loan B at Libor plus 325 bps with a 1% Libor floor and 101 soft call protection for six months.

Commitments are due on Nov. 20.

In addition to the term loans, the company is seeking a $600 million revolver.

C&J lead banks

Citigroup Global Markets Inc., Bank of America Merrill Lynch, Wells Fargo Securities LLC and J.P. Morgan Securities LLC are the lead arrangers on C&J’s credit facility.

Proceeds will be used to fund the company’s combination with Nabors Industries Ltd.’s completion and production services business, for which Nabors will receive total consideration comprised of a fixed 62.5 million common shares in the merged company and about $938 million in cash.

The recent regulatory filings said that other funding for the transaction would come from $600 million of notes backed by a bridge loan commitment.

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

C&J is a Houston-based provider of hydraulic fracturing, coiled tubing, cased-hole wireline, pumpdown and other oilfield services.

B/E Aerospace talk

B/E Aerospace released guidance of Libor plus 350 basis points to 375 bps with a 0.75% Libor floor, an original issue discount of 99 and 101 soft call protection for six months on its $2.2 billion seven-year term loan B that launched with a bank meeting during the session, according to a market source.

The company’s $2.8 billion credit facility (Ba2/BB+) also includes a $600 million five-year revolver.

Commitments are due on Nov. 21, the source remarked.

J.P. Morgan Securities LLC, Citigroup Global Markets Inc. and Goldman Sachs Bank USA are leading the deal that will be used to refinance existing debt.

B/E Aerospace is a Wellington, Fla.-based manufacturer of aircraft cabin interior products and a provider of aerospace fasteners, consumables and logistics services.

Terra-Gen sets guidance

Terra-Gen Finance had its bank meeting, launching its $300 million seven-year term loan B (BB-) with talk of Libor plus 425 bps to 450 bps with a 1% Libor floor, an original issue discount of 99 and soft call protection of 102 in year one and 101 in year two, according to a market source.

Goldman Sachs Bank USA and Citigroup Global Markets Inc. are leadingn the deal.

Proceeds will be used to refinance existing debt and fund a distribution to equity owners.

Terra-Gen is a New York-based renewable energy company that owns 653 MW of generating capacity across 21 projects.

TransFirst closes

In other news, the buyout of TransFirst Inc., a Hauppauge, N.Y.-based provider of secure payment processing, by Vista Equity Partners has been completed, a news release said.

For the transaction, TransFirst got a new $1.07 billion credit facility that includes a $50 million five-year revolver, a $700 million seven-year covenant-light first-lien term loan and a $320 million eight-year covenant-light second-lien term loan.

Pricing on the first-lien term loan, which was upsized from $665 million, is Libor plus 450 bps with a 1% Libor floor and it was sold at an original issue discount of 99. There is 101 soft call protection for six months.

The second-lien term loan, which was downsized from $335 million, is priced at Libor plus 800 bps with a 1% Libor floor and was issued at 99. This tranche has call protection of 102 in year one and 101 in year two.

Jefferies Finance LLC, Guggenheim and Nomura led the deal.

Other funds for the transaction came from $546 million of equity, reduced from $566 million with the first-lien term loan upsizing.

First-lien net leverage is 4.8 times and total net leverage is 7.2 times.

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