99 Cents, Hyperion, TMS free to trade; Hudson's Bay, Catalina, Shelf Drilling update deals

By Sara Rosenberg

New York, Oct. 4 - 99 Cents Only Stores' repriced/incremental term loan made its way into the secondary market on Friday with levels seen above its issue price, and Hyperion Insurance Group Ltd. and TMS International Corp. started trading, too.

Switching to the primary, Hudson's Bay Co. set pricing on its first-lien term loan B and disclosed talk on its second-lien term loan, Catalina Marketing Corp. firmed pricing on its term loan at the high end of revised guidance, and Shelf Drilling reduced the size of its term loan.

Also, Alliance HealthCare Services Inc. emerged with a tack-on first-lien term loan, Learfield Communications Inc.'s credit facility has filled out well ahead of its deadline, Alliant Techsystems Inc. revealed timing and tranching on its acquisition financing, and Seminole Tribe of Florida joined the calendar.

99 Cents hits secondary

99 Cents Only Stores' $614 million term loan (B+) broke for trading on Friday, with levels quoted at par 1/8 bid, par 5/8 offered, according to a trader.

Pricing on the loan is Libor plus 350 basis points with a 1% Libor floor and it was issued at par. There is 101 soft call protection for one year.

During syndication, the spread on the loan was increased from Libor plus 325 bps and the soft call protection was extended from six months.

RBC Capital Markets, BMO Capital Markets and Deutsche Bank Securities Inc. are leading the deal that will be used to reprice/refinance a roughly $514 million term loan from Libor plus 400 bps with a 1.25% Libor floor, and the $100 million of incremental debt raised will be used to repurchase rollover equity.

99 Cents is a City of Commerce, Calif.-based operator of extreme-value retail stores.

Hyperion breaks

Hyperion's $250 million senior secured term loan B (B1/B) due 2019 also began trading, with levels quoted at 98½ bid, 99¼ offered, according to a market source.

Pricing on the loan is Libor plus 475 bps with a 1% Libor floor and it was sold at a discount of 981/2. There is soft call protection of 102 in year one and 101 in year two.

During syndication, the spread was increased from Libor plus 425 bps, the discount widened from 99 and the soft call was changed from just 101.

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

Hyperion is a London-based insurance intermediary business.

TMS tops OID

TMS International's senior secured credit facility emerged in the secondary as well, with the $425 million term loan B due October 2020 quoted at par bid, par ½ offered, according to sources.

Pricing on the loan is Libor plus 350 bps with a 1% Libor floor and it was sold at a discount of 991/2. There is 101 soft call protection for six months.

Recently the term loan B was upsized from $400 million, the spread was cuts from Libor plus 375 bps and the call protection was shortened from one year.

The company's $600 million credit facility also includes a $175 million asset-based revolver.

J.P. Morgan Securities LLC and Goldman Sachs Bank USA are leading the deal that will be used with $275 million of notes and $314 million in equity to fund the buyout of the company by certain members of the Pritzker family for $17.50 per share in a transaction valued at about $1 billion, including refinanced third-party debt.

The senior notes offering was downsized from $300 million with the term loan upsizing.

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

TMS is a Glassport, Pa.-based provider of outsourced industrial services to steel mills.

Hudson's Bay updates pricing

Over in the primary, Hudson's Bay set the spread on its $2 billion seven-year first-lien senior secured term loan B at Libor plus 375 bps, the tight end of revised talk of Libor plus 375 bps to 400 bps but up from initial talk of Libor plus 325 bps to 350 bps, according to a market source.

The first-lien term loan B, which was upsized earlier from $1.9 billion, still has a 1% Libor floor, an original issue discount of 99 and 101 soft call protection for one year, which was extended recently from six months.

Also, the company came out with talk on its recently added $300 million eight-year second-lien term loan emerged at Libor plus 750 bps to 775 bps with a 1% Libor floor, an original issue discount of 99 and call protection of 103 in year one, 102 in year two and 101 in year three, the source said.

The company's roughly $4 billion credit facility also includes a C$750 million ABL revolver and a $950 million ABL revolver.

Bank of America Merrill Lynch and RBC Capital Markets are leading the deal.

Hudson's funding acquisition

Proceeds from Hudson's Bay credit facility, $1 billion of equity, including $500 million from Ontario Teachers' Pension Plan and $250 million from West Face Capital Inc., and cash on hand will fund the acquisition of Saks Inc. for $16.00 per share in an all-cash transaction valued at about $2.9 billion, including debt, and refinance some existing debt.

When the first-lien term loan B was upsized and the second-lien loan tranche was added, the company eliminated plans for a $400 million senior notes offering.

Closing is expected by year-end, subject to approval by Saks shareholders, regulatory approvals and other customary conditions.

Leverage will be around 5.7 times.

Hudson's Bay is an Ontario-based operator of department stores. Saks is a New York-based retailer of clothes and accessories for men, women, children and the home.

Catalina sets spread

Catalina Marketing finalized the coupon on its $775 million to $790 term loan at Libor plus 425 bps, the wide end of the revised Libor plus 400 bps to 425 bps talk and up from initial guidance of Libor plus 350 bps to 375 bps, according to a market source.

The term loan, which was downsized earlier from $955 million, still has a 1% Libor floor, an original issue discount of 99 and 101 soft call protection for six months.

Bank of America Merrill Lynch, J.P. Morgan Securities LLC, SunTrust Robinson Humphrey Inc., BMO Capital Markets and GE Capital Markets are leading the deal that will be used to refinance existing debt, however, because of the recent term loan downsizing, the company is leaving opco notes in place.

Catalina Marketing is a St. Petersburg, Fla.-based provider of precision marketing services.

Shelf Drilling downsizes

Shelf Drilling trimmed its five-year holdco term loan to $350 million from $450 million, according to a market source.

Goldman Sachs Bank USA, Citigroup Global Markets Inc., HSBC Securities (USA) Inc. and Jefferies Finance LLC are leading the deal that will be used to redeem preferred stock and to fund a dividend.

Shelf Drilling is a Dubai-based water offshore jackup rig operator.

Alliance Healthcare call

Alliance Healthcare surfaced in the morning with plans to host a conference call at 1 p.m. ET to launch a $70 million first-lien tack-on term loan (B+) due June 3, 2019 and an amendment to its existing credit facility for which lenders are offered a 10 bps consent fee, according to market sources.

The new debt is talked at Libor plus 325 bps with a 1% Libor floor, an original issue discount of 99 and 101 soft call protection through June 2014, sources said. There is also a ticking fee of 162.5 bps from Nov. 1 through closing.

The spread, floor, call protection and maturity on the tack-on loan are in line with terms on the existing first-lien term loan.

As for the amendment, it would waive the 3.25 times first-lien leverage test on the existing incremental and allow for the tack-on loan.

Lead bank, Credit Suisse Securities (USA) LLC, is asking for commitments by Thursday.

Proceeds from Alliance Healthcare's tack-on term loan, revolver borrowings and cash on hand will be used to buy back all of its 8% senior notes due 2016 in December.

Alliance is a Newport Beach, Calif.-based provider of imaging and radiation therapy service.

Learfield going well

In more primary happenings, Learfield Communications' credit facility is already oversubscribed with lenders still having until noon ET on Tuesday to place their orders, according to a market source.

The source went on to say that the "second-lien has drawn particularly heavy interest".

As previously reported, the $85 million eight-year covenant-light second-lien term loan (Caa2/CCC+) is talked at Libor plus 825 bps with a 1% Libor floor, a discount of 98½ and hard call protection of 102 in year one and 101 in year two.

Talk on the $215 million seven-year covenant-light first-lien term loan (B2/B+) is Libor plus 425 bps with a 1% Libor floor, an original issue discount of 99 and 101 soft call protection for six months.

The company's $330 million credit facility also includes a $30 million revolver (B2/B+).

Deutsche Bank Securities Inc. and GE Capital Markets are leading the deal that will be used to help fund the buyout of the company by Providence Equity.

Learfield is a Jefferson City, Mo.-based college sports multimedia rights marketing company.

Alliant details emerge

Alliant Techsystems said that it intends to hold a bank meeting on Tuesday to launch a $1.86 billion senior secured credit facility that includes a $600 million revolver, a $1.01 billion term loan A and a $250 million term loan B, according to a news release.

Bank of America Merrill Lynch is leading the deal that will be used to fund the $985 million purchase of Bushnell Group Holdings Inc., refinance existing senior term loan and revolving credit facilities, pay fees and expenses, and for other general corporate purposes.

Previously, all the company had said on its acquisition financing plans was that it received a commitment for $900 million in secured loans.

Closing is expected in the third or fourth quarter of the company's fiscal year 2014, subject to regulatory approvals and customary conditions.

Alliant Techsystems is an Arlington, Va.-based aerospace, defense, and commercial products company. Bushnell is an Overland Park, Kan.-based designer, marketer and distributor of branded sports optics, outdoor accessories and performance eyewear.

Seminole Tribe on deck

Seminole Tribe of Florida set a call for 1 p.m. ET on Monday to launch a $395 million four-year term loan B-2 that has 101 soft call protection for six months, according to a market source.

Bank of America Merrill Lynch and J.P. Morgan Securities LLC are leading the deal.

Proceeds will be used to refinance series 2010 bonds.

In connection with the new loan, the company is looking to amend its existing credit facility to allow for future shorter dated tranches as long as they mature after the term loan B-2, the source added.

Seminole Tribe of Florida is a Hollywood, Fla.-based Indian tribe that owns and operates gaming and resort facilities throughout Florida.

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