Getty, Leap, CompuCom, Venoco, HHI break; MetroPCS up with merger, TransDigm weakens

By Sara Rosenberg

New York, Oct. 3 - Getty Images Inc., Leap Wireless International Inc., CompuCom Systems Inc., Venoco Inc. and HHI Group Holdings LLC all freed up for trading on Wednesday, and Hertz Global Holdings Inc. set the original issue discount on its add-on term loan at the low end of guidance and then broke as well.

Also on the trading front, MetroPCS Communications Inc.'s term loans were a little higher as the company announced a definitive agreement to merge with T-Mobile USA, and TransDigm Group Inc.'s term loan dipped with add-on news.

Over in the primary, Plains Exploration & Production Co. announced revisions to its term loan B, including a reduction in pricing and a tightening of the original issue discount, and ticking fees on the debt were outlined.

In addition, Vantage Drilling Co. disclosed structure and pricing, and AssuraMed Holding Inc., Fortescue Metals Group, Leslie's Poolmart Inc. and Garda World Security Corp. released talk with launch. Brand Energy & Infrastructure Services Inc., ComPsych Corp. and Auto Europe revealed plans for new term loans.

Getty frees up

Getty Images' credit facility made its way into the secondary market on Wednesday, with the $1.9 billion seven-year covenant-light term loan B quoted at 99¼ bid, par ¼ offered on the open and then it moved up to 99½ bid, par ½ offered, according to one market source. Another source was quoting the loan at par bid, par ¼ offered by late morning.

Pricing on the B loan is Libor plus 350 basis points with a step-down to Libor plus 325 bps when total leverage is less than 5.3 times. There is a 1.25% Libor floor and 101 soft call protection for one year, and the debt was sold at an original issue discount of 99.

During syndication, the term loan B was upsized from $1.7 billion and the company's bond offering was reduced to $550 million from $750 million, pricing was trimmed from talk of Libor plus 375 bps to 400 bps and the step-down was added.

Getty getting revolver

Getty Images' $2.05 billion senior secured credit facility also provides for a $150 million five-year revolver that has a leverage covenant when more than 20% is drawn.

Barclays, J.P. Morgan Securities LLC, Credit Suisse Securities (USA) LLC, Goldman Sachs & Co. and RBC Capital Markets LLC are the lead banks on the deal.

Proceeds from the credit facility, notes and equity will help fund the buyout of the company by the Carlyle Group and management from Hellman & Friedman for $3.3 billion, with closing expected to occur in mid-October.

Total leverage is 6.3 times.

Getty Images is a Seattle-based creator and distributor of still imagery, video and multimedia products.

Leap tops OID

Leap Wireless' $400 million term loan (Ba2/B+) also broke for trading, with levels quoted at 99½ bid, par ½ offered, according to a market source.

Pricing on the loan is Libor plus 350 bps with a 1.25% Libor floor, and it was sold at an original issue discount of 99. There is 101 soft call protection for one year.

Earlier this week, the spread on the loan was reduced from talk of Libor plus 400 bps to 425 bps.

Deutsche Bank Securities Inc., UBS Securities LLC and Bank of America Merrill Lynch are leading the deal that will be used to refinance $300 million of outstanding 10% senior notes due 2015 and for general corporate purposes.

Cricket Communications Inc. is issuing the loan.

Leap is a San Diego-based provider of digital wireless services.

CompuCom hits secondary

Another deal to start trading was CompuCom, with its $470 million six-year first-lien term loan (B1/B+) quoted at 99¾ bid, par ½ offered on the open and then it moved to par bid, par ¾ offered, and its $165 million seven-year second-lien term loan (B3/B-) quoted at 98 ¼ bid, 99 ¼ offered, a trader said.

Pricing on the first-lien term loan is Libor plus 525 bps with a 1.25% Libor floor, and it was sold at an original issue discount of 99, and pricing on the second-lien loan is Libor plus 900 bps with a 1.25% floor, and it was sold at a discount of 98.

Included in the first-lien loan is 101 soft call protection for one year, and the second-lien term loan has call protection of 102 in year one and 101 in year two.

Citigroup Global Markets Inc. and J.P. Morgan Securities LLC are leading the $635 of covenant-light term loans that will be used to refinance existing debt and fund a dividend.

CompuCom is a Dallas-based IT outsourcing specialist.

Venoco starts trading

Venoco's $315 million senior secured second-lien term loan due June 30, 2017 broke too, with levels quoted at par ½ bid, 102½ offered, according to a trader.

Pricing on the loan is Libor plus 700 bps with a 1.5% Libor floor, and it was sold at an original issue discount of 98.

Along with the second-lien term loan, the company got a $500 million amended and restated revolving credit facility, with an initial borrowing base of $175 million and initial commitments of $156 million.

Citigroup Global Markets Inc. led the deal that was used to help fund the buyout of the company by chairman and chief executive officer Timothy M. Marquez for $12.50 per share in cash, or about $1.5 billion, including debt.

Venoco is a Denver-based independent energy company primarily engaged in the acquisition, exploration, exploitation and development of oil and natural gas properties.

HHI free to trade

HHI Group's $505 million term loan B broke into the secondary market at 99½ bid, par offered, according to a market source, who said that pricing finalized at Libor plus 475 bps, the wide end of the Libor plus 450 bps to 475 bps talk.

The loan still includes a 1.25% Libor floor and 101 soft call protection for one year, and was sold at an original issue discount of 99.

The company's $580 million credit facility (B2/B+) also provides for a $75 million revolver.

Goldman Sachs & Co., UBS Securities LLC, Macquarie Capital and Nomura are leading the deal that will help fund the buyout of the company by American Securities from KPS Capital Partners LP and MC Capital Inc.

HHI is a Royal Oak, Mich.-based manufacturer of wheel bearings, engine timing drive systems and forged parts for various power train and wheel-end applications.

Hertz sets OID, breaks

Hertz firmed the original issue discount on its $750 million 51/2-year add-on term loan at 991/2, the tight end of the 99 to 99½ talk, and then the deal freed up for trading at 99 ¾ bid, par ½ offered, sources said.

Pricing is Libor plus 275 bps with a 1% Libor floor, in line with existing term loan pricing, and there is 101 soft call protection for one year.

Deutsche Bank Securities Inc., Barclays and Bank of America Merrill Lynch are leading the deal that will be used to help fund the purchase of Dollar Thrifty Automotive Group Inc. for $87.50 per share. The transaction has an equity value of $2.6 billion and a corporate enterprise value of $2.3 billion.

Hertz is a Park Ridge, N.J.-based auto and equipment rental company. Dollar Thrifty is a Tulsa, Okla.-based renter and leaser of vehicles.

MetroPCS rises

In more trading happenings, MetroPCS' term loans were a bit stronger as the company and T-Mobile announced a merger agreement, according to a trader.

The company's term loans B-2 and B-3 were both quoted at par ¼ bid, par ¾ offered following the news, the trader said. On Tuesday, the B-2 loan was seen at par 1/8 bid, par 5/8 offered and the B-3 loan was seen at par bid, par ½ offered.

Under the agreement, MetroPCS will declare a 1 for 2 reverse stock split, make a cash payment of $1.5 billion to its shareholders and acquire all of T-Mobile's capital stock by issuing to Deutsche Telekom 74% of its common stock on a pro forma basis.

Based on analyst consensus estimates for 2012, the combined company is expected to have about $24.8 billion of revenue, $6.3 billion of adjusted EBITDA, $4.2 billion of capital expenditures and $2.1 billion of free cash flow in 2012.

Closing is expected in the first half of 2013, subject to MetroPCS shareholder approval, regulatory approvals and other customary conditions.

MetroPCS capital structure

Based on filings with the Securities and Exchange Commission, the capital structure for the combined MetroPCS/T-Mobile company is expected to consist of $2.5 billion of MetroPCS' existing bank debt, subject to waiver or refinancing, $2 billion of MetroPCS' existing unsecured notes, $15 billion of rollover senior unsecured notes from Deutsche Telekom, a $500 million unsecured revolver from Deutsche Telekom and $1 billion of new third party fixed-rate senior unsecured notes.

If the MetroPCS bank debt is refinanced, the company, in consultation with Deutsche Telekom, is permitted to offer and sell fixed-rate senior unsecured notes in an amount sufficient for the repayment.

J.P. Morgan Securities LLC advised MetroPCS on the post-transaction capital structure.

Target credit ratings for the combined company are Ba2/BB to Ba3/BB-, and, post-synergies, total leverage is expected at 2.9 times while net leverage is expected at 2.6 times.

MetroPCS is a Dallas-based provider of no annual contract, unlimited wireless communications service for a flat rate. T-Mobile is a Bellevue, Wash.-based wireless company. The combined company's headquarters will be in Bellevue, Wash.

TransDigm softens

TransDigm's term loan slid to par ¼ bid, par ¾ offered from par 3/8 bid, par 7/8 offered as the company launched with a call on Wednesday a $150 million add-on term loan, according to a trader.

The add-on loan is talked at Libor plus 300 bps with a 1% Libor floor and an original issue discount of 991/2, sources told Prospect News.

Credit Suisse Securities (USA) LLC and UBS Securities LLC are leading the new debt that will be used to fund a dividend.

With the transaction, the company is also looking to amend its existing credit facility to allow for a dividend payment of up to $850 million and to reset certain ratios in its revolver.

Commitments are due on Tuesday, sources added.

TransDigm is a Cleveland-based maker of aircraft components.

Plains tweaks deal

Switching to the primary, Plains Exploration & Production revised pricing on its $1.25 billion seven-year term loan B to Libor plus 300 bps from talk of Libor plus 325 bps to 350 bps and moved the original issue discount to 99½ from 99, according to a market source.

Also, it emerged that the loan has a ticking fee of 150 bps starting on Oct. 31, stepping up to 300 bps after Dec. 31.

As before, the B tranche includes a 1% Libor floor and 101 soft call protection for one year from time of funding.

Recommitments are due at 3 p.m. ET on Thursday, the source continued.

The company's $5 billion senior secured credit facility (Ba1/BB) also provides for a $3 billion five-year revolver talked at Libor plus 250 bps and a $750 million five-year term loan A talked at Libor plus 300 bps.

Plains lead banks

J.P. Morgan Securities LLC, Barclays, Bank of America Merrill Lynch, BMO Capital Markets Corp., Citigroup Global Markets Inc., RBC Capital Markets LLC, Scotia Capital (USA) Inc., TD Securities (USA) LLC and Wells Fargo Securities LLC are leading Plains Exploration's credit facility.

Proceeds will be used to fund the $560 million acquisition of a 50% working interest in the Holstein Field from Shell Offshore Inc., the $5.55 billion purchase of oil and natural gas interests in the Gulf of Mexico from BP Exploration & Production Inc., to refinance some existing debt and for general corporate purposes.

Other funds for the transactions will come from $2 billion of senior notes that are backed by a commitment for a $2 billion senior unsecured bridge loan that is priced at Libor plus 750 bps.

Plains Exploration is a Houston-based oil and gas company.

Vantage details surface

Vantage Drilling held its bank meeting on Wednesday afternoon, and with the launch, it was announced that the company is looking to get a $500 million five-year senior secured first-lien term loan B that is talked at Libor plus 500 bps with a 1.25% Libor floor, an original issue discount of 99 and 101 soft call protection for one year, according to a market source.

Commitments are due on Oct. 12, the source remarked.

Citigroup Global Markets Inc., RBC Capital Markets LLC, Jefferies & Co. and Deutsche Bank Securities Inc. are the lead banks on the deal.

Proceeds, along with $1.15 billion of senior secured first-lien notes, will fund the tender for a portion of the company's 11½% senior secured first-lien notes due 2015 and the final construction payment of the Tungsten Explorer, a new deepwater drillship currently under construction.

Vantage Drilling is a Houston-based energy drilling company.

AssuraMed launches

AssuraMed came out with talk on its $440 million seven-year first lien term loan (B1/B) at Libor plus 425 bps to 450 bps with a 1.25% Libor floor, an original issue discount of 99 and 101 soft call protection for one year with its afternoon bank meeting, according to a market source.

Also, talk on the $220 million 71/2-year second lien term loan (Caa1/CCC+) emerged at Libor plus 800 bps to 825 bps with a 1.25% Libor floor, a discount of 98 and hard call protection of 102 in year one and 101 in year two, the source said.

Commitments are due at noon ET on Oct. 17, the source added.

Morgan Stanley & Co. LLC and SunTrust Robinson Humphrey Inc. are the joint lead arrangers on the deal and joint bookrunners with Fifth Third Securities Inc., Goldman Sachs & Co., Jefferies & Co., J.P. Morgan Securities LLC, GE Capital Markets and ING.

The $660 million of term loans will refinance the company's balance sheet and to fund a dividend.

AssuraMed is a Cleveland-based supplier of disposable medical products.

Fortescue reveals talk

Fortescue Metals Group disclosed talk of Libor plus 475 bps with a 1.25% Libor floor, an original issue discount of 99 and 101 soft call protection for one year on its $4.5 billion five-year covenant-light senior secured term loan (Ba1/BB+/BBB-) that launched with a bank meeting on Wednesday, according to a market source.

Lead banks, Credit Suisse and J.P. Morgan Securities LLC, are seeking commitments for the loan by Oct. 10.

Proceeds will be used to refinance all of the company's existing bank debt and to provide additional liquidity.

Fortescue is an East Perth, Australia-based iron ore producer.

Leslie's guidance emerges

Also releasing talk was Leslie's Poolmart, with its $625 million in new term loans (B2/B) launched at Libor plus 425 bps with a 1.25% Libor floor and an original issue discount of 99, according to a market source.

The debt is comprised of a $575 million term loan B and a $50 million delayed-draw term loan.

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

Bank of America Merrill Lynch, Wells Fargo Securities LLC, Barclays, Goldman Sachs & Co. and U.S. Bank are leading the deal that will be used to refinance existing debt and fund a dividend.

Leslie's Poolmart is a Phoenix-based retailer of swimming pool supplies and related products.

Garda World pricing

Garda World Security held a bank meeting during the session too, launching its $250 million seven-year term loan B with talk of Libor plus 375 bps to 400 bps with a 1% Libor floor, an original issue discount of 99 and 101 soft call protection for one year, according to a market source.

The company's $350 million secured credit facility (Ba1/BB), for which commitments are due on Oct. 17, also provides for a $100 million five-year revolver.

RBC Capital Markets, Bank of America Merrill Lynch, TD Securities (USA) LLC and Mizuho Securities USA Inc. are leading the deal that will be used to help fund the company's acquisition by Apax Partners for C$12 per share in cash, or about C$1.1 billion, including assumed debt.

Closing is expected later this year, subject to Court approval and shareholder approval, which is expected to be sought at a meeting in October.

Garda is a Montreal-based provider of security and cash logistics services.

Brand bringing second-lien

Also in the primary, Brand Energy set a conference call for 10:00 a.m. ET on Thursday to launch a $325 million seven-year second-lien term loan that is being talked at Libor plus 825 bps to 850 bps with a 1.25% Libor floor and an original issue discount of 98 to 99, according to a market source.

Included in the UBS Securities LLC-led second-lien loan is call protection of 103 in year one, 102 in year two and 101 in year three, and proceeds will be used to refinance existing debt.

Last week, the company launched a $75 million five-year revolver (B2/B), a $50 million six-year funded letter-of-credit facility (B2/BB-) and a $700 million six-year first-lien term loan B (B2/B) to investors that will be used to refinance existing first-lien debt.

As previously reported, the term loan B is talked at Libor plus 475 bps to 500 bps with a 1.25% Libor floor, a discount of 99 and 101 soft call protection for one year.

Leads on the first-lien are UBS, Goldman Sachs & Co. and Morgan Stanley Senior Funding Inc.

Commitments are due on Oct. 11.

Brand Energy is an Edmonton, Alta.-based provider of specialty multi-craft services to the downstream energy infrastructure market.

ComPsych sets call

ComPsych will be holding a lender call at 11:30 a.m. ET on Thursday to launch a $63.5 million term loan B that will be used to fund a dividend, according to a market source.

UBS Securities LLC is the lead bank on the deal.

ComPsych is a Chicago-based provider of employee assistance programs and behavioral health, employee wellness, work-life and absence management services.

Auto Europe readies deal

Auto Europe scheduled a call for Thursday to launch a $140 million five-year first-lien term loan that is being led by KeyBanc Capital Markets and RBS Citizens, according to a market source.

Proceeds will be used to fund a dividend.

Auto Europe is a Portland, Maine-based car rental company.

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