Rovi, Mauser, Templar, 4L break; TI, Overseas, Solenis, Jacobs, TerraForm, Altegrity revised

By Sara Rosenberg

New York, June 30 – Rovi Solutions Corp. and Mauser Holdings freed up for trading on Monday, and Templar Energy LLC and 4L Technologies Inc. tightened original issue discounts on their term loans and then broke as well.

Switching to the primary, TI Automotive Ltd. trimmed pricing on its term loan B and set the offer price at the tight end of guidance, and Overseas Shipholding Group Inc. cut spreads on its term loans while setting the original issue discount at the high end of talk, upsizing one of its term loans and downsizing its cash-flow revolver.

Also, Solenis International LP (Ashland Water Technologies) updated pricing and the original issue discounts on its term loans, Jacobs Douwe Egberts reduced the sizes of its term loan Bs while widening spreads and original issue discounts, extending the call protection and adding a new delayed-draw term loan A to its capital structure.

In addition, TerraForm Power Inc. tightened the spread and original issue discount on its term loan, and Altegrity Inc. reduced the size of its term loan while sweetening the spread, offer price and call protection.

Furthermore, Advantage Sales & Marketing LLC, AmSurg Corp. and Energy & Exploration Partners LLC disclosed price talk with launch, timing emerged on ALM Media’s credit facility, and Key Safety Systems Inc. surfaced with new deal plans.

Rovi hits secondary

Rovi’s credit facility broke for trading on Monday, with the $700 million seven-year covenant-light term loan B quoted at par bid, par ½ offered and the $125 million five-year term loan A quoted at 99 5/8 bid, par offered, according to a trader.

Pricing on the term loan B is Libor plus 300 basis points with a 0.75% Libor floor, and it was sold at an original issue discount of 99½. There is 101 soft call protection for six months.

The term loan A and a $175 million five-year revolver are both priced at Libor plus 225 bps and were issued at 99 5/8.

During syndication, pricing on the term loan B firmed at the low end of the Libor plus 300 bps to 325 bps with a 0.75% to 1% Libor floor talk, the revolver was downsized from $200 million and the term loan A was upsized from $100 million.

Rovi refinancing

Proceeds from Rovi’s $1 billion senior secured credit facility (Ba3/BB-) will be used to refinance existing debt and for general corporate purposes.

Morgan Stanley Senior Funding Inc., Bank of America Merrill Lynch, SunTrust Robinson Humphrey Inc. and Fifth Third are leading the deal.

Closing is targeted for Wednesday.

Rovi is a Santa Clara, Calif.-based technology company.

Mauser starts trading

Mauser’s credit facility also freed up, with the $320 million seven-year first-lien covenant-light term loan (B2/B) seen at par bid, par ½ offered and the $402 million eight-year second-lien covenant-light term loan (Caa2/CCC+) seen at par bid, 101 offered, according to a trader.

Pricing on the first-lien term loan is Libor plus 350 bps with a 1% Libor floor and it was sold at an original issue discount of 99½. There is 101 soft call protection for six months.

The second-lien term loan is priced at Libor plus 725 bps with a 1% Libor floor and was sold at a discount of 99. This tranche has call protection of 102 in year one and 101 in year two.

The company’s credit facility also includes a €150 million five-year revolver (B2/B), a €50 million capital expenditures facility (B2/B) and a €445 million seven-year first-lien covenant-light term loan (B2/B).

The euro first-lien term loan is priced at Euribor plus 375 bps with a 1% floor, was issued at 99½ and has 101 soft call protection for six months.

Mauser lead banks

Credit Suisse Securities (USA) LLC, Barclays, BNP Paribas Securities Corp., ING Capital LLC, Natixis and Nomura Securities International Inc. are leading Mauser’s credit facility that underwent some changes during syndication.

Specifically, last week, the U.S. first-lien term loan was reduced from $465 million, pricing was trimmed from talk of Libor plus 375 bps to 400 bps and the discount was tightened from 99. In addition, the euro first-lien term loan was upsized from €340 million, pricing was set at the tight end of the Euribor plus 375 bps to 400 bps talk and the discount was modified from 99, and the second-lien term loan was downsized from $405 million and the spread firmed at the low end of the Libor plus 725 bps to 750 bps guidance.

Proceeds will be used to help fund the buyout of the company by Clayton, Dubilier & Rice for about €1.2 billion.

Mauser is a Bruehl, Germany-based industrial packaging company.

Templar tweaks OID, breaks

Templar Energy changed the original issue discount on its $200 million incremental senior secured second-lien covenant-light term loan (B3) due Nov. 15, 2020 to 99¼ from the 99 area, according to a market source.

Pricing on the incremental loan is Libor plus 700 bps with a 1% Libor floor, in line with the existing term loan, and there is call protection of 102 through Nov. 25 and 101 through Nov. 25, 2015.

Recommitments were due at noon ET on Monday and then the deal emerged in the secondary market in the afternoon at 99½ bid, par offered, a trader said.

Citigroup Global Markets Inc., Bank of America Merrill Lynch, Barclays, Morgan Stanley Senior Funding Inc. and Natixis are leading the deal that will be used to purchase acquired assets and repay revolver borrowings.

The Oklahoma City-based exploration and production company expects to close on the loan on Wednesday.

4L above par

4L Technologies revised the original issue discount on its $110 million add-on covenant-light term loan B to 99¼ from 99 and then, in the afternoon, the debt began trading with levels seen at par 1/8 bid, par 5/8 offered, according to sources.

The add-on is priced at Libor plus 450 bps with a 1% Libor floor, which matches the existing term loan B.

Bank of America Merrill Lynch and GE Capital Markets are leading the deal that will be used to fund the acquisition of MSE, a producer of OEM-alternative printer cartridges.

4L Technologies is a Hoffman Estates, Ill.-based printer cartridge and mobile phone remanufacturer.

TI Automotive flexes

Moving to the primary, TI Automotive reduced pricing on its $1.25 billion term loan B to Libor plus 325 bps from talk of Libor plus 350 bps to 375 bps and set the original issue discount at 99½, the tight end of the 99 to 99½ talk, according to a market source.

The loan has a 1% Libor floor and 101 soft call protection for one year.

J.P. Morgan Securities LLC, Citigroup Global Markets Inc., Bank of America Merrill Lynch and Deutsche Bank Securities Inc. are leading the deal that will be used to refinance existing debt and fund a dividend.

TI Automotive is an Auburn Hills, Mich.-based supplier of fluid storage, carrying and delivery technology.

Overseas Shipholding revised

Overseas Shipholding trimmed pricing on its $600 million five-year covenant-light term loan (B1) at OSG Bulk Ships (domestic borrower) to Libor plus 425 bps from Libor plus 475 bps, and upsized its five-year covenant-light term loan (B1) at OSG International (international borrower) to $625 million from $600 million while reducing pricing to Libor plus 475 bps from Libor plus 525 bps, a market source said.

Also, the original issue discount on both term loans firmed at 99, the wide end of the 99 to 99½ talk, and the 101 soft call protection on both loans was shortened to six months from one year, the source continued, adding that the 1% Libor floor on the tranches was left intact.

In connection with the term loan upsizing, the 4½-year cash-flow revolver at OSG International was downsized to $50 million from $75 million, with pricing unchanged at Libor plus 450 bps with a 1% Libor floor.

The New York-based tanker company’s $1.35 billion exit financing credit facility, led by Jefferies Finance LLC, still includes a $75 million 4½-year asset-based revolver at OSG Bulk Ships with pricing that can range from Libor plus 225 bps to 275 bps based on availability.

Solenis sets changes

Solenis reduced pricing on its $630 million seven-year first-lien covenant-light term loan (B2/B) to Libor plus 325 bps from talk of Libor plus 350 bps to 375 bps, firmed the spread on its $315 million seven-year euro first-lien covenant-light term loan (B2/B) at Euribor plus 350 bps, the low end of the Libor/Euribor plus 350 bps to 375 bps talk, and cut pricing on its $470 million eight-year second-lien covenant-light term loan (Caa1/B-) to Libor plus 675 bps from Libor plus 700 bps, a market source said.

Additionally, the original issue discount on all of the term loans was modified to 99½ from 99, the source continued.

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

The company’s $1,615,000,000 credit facility also includes a $200 million revolver (B2/B).

Solenis deadline

Recommitments are due at noon ET on Tuesday for Solenis’ U.S. term loans and at noon London time on Tuesday for the euro term loan, the source added.

Credit Suisse Securities (USA) LLC, Bank of America Merrill Lynch, Goldman Sachs Bank USA, Macquarie Capital (USA) Inc., Nomura Securities International Inc., RBC Capital Markets, Deutsche Bank Securities Inc. and Citigroup Global Markets Inc. are leading the deal, with Credit Suisse the left lead on the first-lien debt and Bank of America the left lead on the second-lien debt.

Proceeds from the credit facility and up to $400 million of equity will be used to help fund the buyout of the company for roughly $1.8 billion by Clayton, Dubilier & Rice from Ashland Inc.

Closing is expected by Sept. 30, subject to regulatory approvals, standard conditions and completion of required employee information and consultation processes.

Solenis is a supplier of specialty chemicals for process, functional and water treatment applications.

Jacobs Douwe restructures

Jacobs Douwe Egberts downsized its euro seven-year term loan B to €2.4 billion from €3 billion and its U.S. equivalent seven-year term loan B to €800 million from €1.2 billion, lifted pricing on the tranches to Libor/Euribor plus 350 bps from Libor/Euribor plus 325 bps, moved the original issue discount to 98 from talk of 98½ to 99 and extended the 101 soft call protection to one year from six months, a source said. The 0.75% floor was unchanged.

With the term loan B downsizings, a €1 billion delayed-draw term loan A was added to the deal with pricing of Euribor plus 300 bps, the source continued.

The company’s €7.6 billion credit facility (BB) still includes a €500 million five-year revolver and a €2.9 billion five-year term loan A, both priced at Euribor plus 300 bps.

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

J.P. Morgan Securities LLC, Bank of America Merrill Lynch and Morgan Stanley Senior Funding Inc. are leading the deal that will help fund the merger of Mondelez International Inc.’s coffee operations and D.E Master Blenders 1753 B.V. to create Jacobs Douwe, a Netherlands-based coffee company.

TerraForm trims pricing

TerraForm Power flexed pricing lower on its $300 million five-year term loan to Libor plus 375 bps from Libor plus 450bps and changed the original issue discount to 99½ from 99, according to a market source.

The term loan still has a 1% Libor floor and 101 soft call protection for six months.

The company’s $425 million senior secured credit facility (Ba3/BB) also includes a $125 million three-year revolver.

Recommitments are due at 4 p.m. ET on Tuesday and allocations are expected on Wednesday.

Goldman Sachs Bank USA, Barclays, Citigroup Global Markets Inc. and J.P. Morgan Securities LLC are leading the deal that will be used to refinance a portion of the company’s bridge loan.

The new credit facility is being done in connection with an initial public offering of class A common stock.

Beltsville, Md.-based TerraForm Power is an indirect subsidiary of SunEdison and will own and operate contracted clean power generation assets acquired from SunEdison and unaffiliated third parties.

Altegrity modifies deal

Altegrity cut its term loan to $275 million from $550 million, raised pricing to Libor plus 825 bps from Libor plus 750 bps and moved the original issue discount to 98½ from 99, according to a market source, who said the 1% Libor floor was left intact.

Also, the call protection was changed to non-callable for one year, then at 103 in year two, 102 in year three and 101 in year four from non-callable for one year, then at 102 in year two and 101 in year three, the source continued.

The loans allocated on Monday.

Goldman Sachs Bank USA, Credit Suisse Securities (USA) LLC and Macquarie Capital are leading the deal that will be used with $825 million of bonds, upsized from $550 million, to refinance existing debt.

Altegrity is a Falls Church, Va.-based risk and information services company.

Advantage Sales guidance

Also in the primary, Advantage Sales & Marketing held its bank meeting on Monday, and with the event, talk on its first- and second-lien term loans was announced, according to a market source.

The $1.8 billion seven-year first-lien covenant-light term loan is talked at Libor plus 350 bps to 375 bps with a 1% Libor floor, a discount of 99 to 99½ and 101 soft call protection for six months, and the $760 million eight-year second-lien covenant-light term loan is talked at Libor plus 700 bps with a 1% Libor floor, a discount of 99, and call protection of 102 in year one and 101 in year two, the source said.

The company’s $2.76 billion credit facility also includes a $200 million five-year revolver.

Commitments are due on July 11, the source added.

Bank of America Merrill Lynch, Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc. and Jefferies Finance LLC are leading the deal that will help fund the buyout of the Irvine, Calif.-based sales and marketing agency by Leonard Green & Partners LP and CVC Capital Partners from Apax Partners, which is expected to close in the third quarter, subject to customary conditions.

AmSurg details emerge

AmSurg launched with its bank meeting a $1.39 billion senior secured credit facility (Ba2), comprised of a $300 million five-year revolver, and a $1.09 billion seven-year covenant-light term loan B talked at Libor plus 325 bps with a 1% Libor floor, an original issue discount of 99½ and 101 soft call protection for six months, according to a market source.

By comparison, filings with the Securities and Exchange Commission had the deal sized at $1,375,000,000, split between a $250 million five-year revolver, and a $1,125,000,000 seven-year covenant-light term loan B expected at Libor plus 300 bps with a 1% Libor floor and 101 soft call protection for six months.

Commitments are due at 5 p.m. ET on July 8, the source said.

Citigroup Global Markets Inc., SunTrust Robinson Humphrey Inc., Bank of America Merrill Lynch, Jefferies Finance LLC and Wells Fargo Securities LLC are leading the deal.

AmSurg buying Sheridan

Proceeds from AmSurg’s credit facility, cash on hand, the issuance of common stock, a mandatory convertible preferred offering and $880 million of senior unsecured notes will be used to fund the $2.35 billion acquisition of Sheridan Healthcare from Hellman & Friedman LLC, to repay revolver borrowings and existing senior secured notes, and for working capital and to add cash to the balance sheet.

Closing is expected in mid-July, subject to customary conditions and regulatory approvals.

Amsurg is a Nashville, Tenn.-based acquirer, developer and operator of ambulatory surgery centers. Sheridan Healthcare is a Sunrise, Fla.-based provider of multi-specialty outsourced physician services to hospitals, ambulatory surgery centers and other health care facilities.

Energy & Exploration talk

Energy & Exploration Partners came out with talk of Libor plus 675 bps with a 1% Libor floor, an original issue discount of 99 and hard call protection of 102 in year one and 101 in year two on its $775 million 4½-year senior secured term loan B that launched with a call in the afternoon, a source remarked.

Commitments are due at 5 p.m. ET on July 11, the source added.

Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC and Global Hunter Securities are leading the deal that will be used with $375 million of convertible subordinated notes due 2019 to fund the roughly $715 million acquisition of 18,300 net acres in Houston and Madison Counties, Texas, from TreadStone Energy Partners LLC, to refinance the company’s existing senior unsecured notes and to fund a portion of its 2014 and 2015 capital expenditure budget.

Closing is expected the week of July 14.

Energy & Exploration is a Fort Worth, Texas-based exploration and production company.

ALM timing surfaces

ALM Media set a bank meeting for July 9 to launch its previously announced $287.5 million credit facility, a market source said.

The facility consists of a $22.5 million revolver, a $215 million first-lien term loan and a $50 million second-lien term loan.

Macquarie Capital (USA) Inc. is leading the deal that will be used to help fund the buyout of the company by Wasserstein & Co. LP from Apax Partners and RBS.

Closing is expected in the third quarter.

ALM is a New York-based integrated media company focused on the legal and business communities.

Key Safety on deck

Key Safety Systems plans to hold a bank meeting at 10:30 a.m. ET in New York on July 8 to launch a $600 million credit facility, according to a market source.

The facility consists of an $80 million revolver, a $420 million seven-year first-lien term loan with a 1% Libor floor and a $100 million eight-year second-lien term loan with a 1% Libor floor, the source said.

UBS AG, Citigroup Global Markets Inc. and Nomura are leading the deal that will be used to fund the buyout of Key Safety Systems by FountainVest Partners from Crestview Partners.

Key Safety Systems is a Sterling Heights, Mich.-based supplier of automotive safety restraint systems and components.

Healogics allocates

In other news, Healogics Inc.’s $720 million credit facility allocated late in the day on Monday, a source said.

The facility consists of a $100 million revolver (B2/B), a $420 million seven-year first-lien covenant-light term loan (B2/B) and a $200 million eight-year second-lien covenant-light term loan (Caa2/CCC+).

Pricing on the first-lien term loan is Libor plus 425 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 is priced at Libor plus 800 bps with a 1% Libor floor and it was issued at 99. The debt is non-callable for one year, then 102 in year two and 101 in year three.

Recently, the first-lien term loan was upsized from $400 million and the spread firmed at the wide end of the Libor plus 400 bps to 425 bps talk, and the second-lien loan was downsized from $220 million, pricing was raised from Libor plus 750 bps and the call protection was sweetened from 102 in year one and 101 in year two.

Healogics being acquired

Proceeds from Healogic’s credit facility will be used to help fund its buyout by Clayton, Dubilier & Rice from Metalmark Capital and Scale Venture Partners for $910 million.

Credit Suisse Securities (USA) LLC, J.P. Morgan Securities LLC, Bank of America Merrill Lynch, Citigroup Global Markets Inc. and Morgan Stanley Senior Funding Inc. are leading the facility, with JPMorgan left lead on the first-lien debt and Credit Suisse left lead on the second-lien loan.

Closing is expected this quarter or next quarter.

Healogics is a Jacksonville, Fla.-based provider of advanced wound-care services.

Hillman closes

The buyout of Hillman Group Inc. by CCMP Capital Advisors LLC from Oak Hill Capital Partners has been completed, according to a news release.

For the transaction, Hillman got a new $620 million senior secured credit facility (B1/B) that includes a $70 million five-year revolver and a $550 million seven-year covenant-light term loan B.

Pricing on the term loan is Libor plus 350 bps with a step-down to Libor plus 325 bps at net total opco leverage of 5.5 times. There is a 1% Libor floor and 101 soft call protection for six months, and the debt was sold at an original issue discount of 99¾.

During syndication, the term loan B was downsized from $610 million, pricing was reduced from Libor plus 375 bps, the step-down was added, the discount was tightened from 99 and the call protection was shortened from one year.

Barclays, Morgan Stanley Senior Funding Inc. and GE Capital Markets led the deal.

Hillman, a Cincinnati-based distributor of fasteners, key duplication systems, engraved tags and related hardware items, has senior secured leverage of 4.1 times and total opco leverage of 6.5 times.

Ortho-Clinical wraps

The sale of Ortho-Clinical Diagnostics Inc. to the Carlyle Group from Johnson & Johnson has closed, a news release said.

To help fund the buyout, Ortho-Clinical got a new $2,525,000,000 senior secured credit facility (B1/B) consisting of a $350 million five-year revolver and a $2,175,000,000 seven-year covenant-light term loan B.

Pricing on the term loan is Libor plus 375 bps with a 1% Libor floor and it was sold at an original issue discount of 99. There is 101 soft call protection for one year.

During syndication, the spread on the term loan was increased from Libor plus 350 bps, the discount was set at the high end of the 99 to 99½ talk, the call protection was extended from six months, and the 50 bps MFN was set for life through the removal of the sunset provision.

Barclays, Goldman Sachs Bank USA, Credit Suisse Securities (USA) LLC, UBS Securities LLC and Nomura led the deal.

Ortho-Clinical Diagnostics is a Raritan, N.J.-based provider of services for screening, diagnosing, monitoring and confirming diseases.

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