Plains Exploration starts trading; Artel talk emerges; BWAY reveals timing, term loan size

By Sara Rosenberg

New York, Oct. 15 - Plains Exploration & Production Co.'s credit facility made its way into the secondary market during Monday's market hours, with the term loan B quoted above its original issue discount price.

Meanwhile in the primary, Artel Inc. released price talk with launch, BWAY Parent Co. Inc. set the timing and structure on its credit facility, and Alon USA Energy Inc., Jimmy Sanders (Pinnacle Operating Corp.), Milk Specialties Global, Renaissance Learning Inc. and EquiPower Resources Holdings surfaced with deal plans.

Plains Exploration frees up

Plains Exploration's credit facility began trading on Monday, with the $1.25 billion seven-year term loan B quoted at par ¼ bid, par ¾ offered on the break and then it moved to par 3/8 bid, par 7/8 offered, according to a trader.

Pricing on the B loan is Libor plus 300 basis points with a 1% Libor floor, and it was sold at an original issue discount of 991/2. There is 101 soft call protection for one year from the time of funding and a ticking fee of 150 bps starting on Oct. 31, stepping up to 300 bps after Dec. 31.

During syndication, pricing on the term B was reduced from talk of Libor plus 325 bps to 350 bps and the discount was tightened from 99.

The company's $5 billion senior secured credit facility (Ba1/BB) also includes a $3 billion five-year revolver and a $750 million five-year term loan A that is priced at Libor plus 300 bps and was sold at a discount of 991/4.

The term loan A was seen trading on Monday at 99¼ bid, par offered, the trader added.

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, along with $2 billion of senior notes, will fund the $560 million acquisition of a 50% working interest in the Holstein Field from Shell Offshore Inc. and the $5.55 billion purchase of oil and natural gas interests in the Gulf of Mexico from BP Exploration & Production Inc. and will also go to refinance some existing debt and for general corporate purposes.

The notes are backed by a commitment for a $2 billion senior unsecured bridge loan that is priced at Libor plus 750 bps.

Closing on the Holstein acquisition is expected by the end of the year, and the purchase of the BP assets is expected to close on Nov. 30.

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

Artel discloses talk

Switching to the primary market, Artel announced talk of Libor plus 550 bps to 575 bps with a 1.25% Libor floor, an original issue discount of 99 and 101 soft call protection for one year on its $125 million term loan B, according to a market source.

The company's $145 million credit facility, which launched with a bank meeting on Monday, also provides for a $20 million revolver.

Lead bank RBC Capital Markets is asking for commitments by Oct. 29, the source remarked.

Proceeds will be used to refinance existing debt and fund a dividend.

Artel is a Reston, Va.-based telecom and IT solutions provider.

BWAY details surface

BWAY set a bank meeting for Wednesday morning to launch its credit facility, which is now known to include a $430 million 43/4-year covenant-light term loan and a $150 million asset-based revolver, according to a market source.

Previously, the company had said in filings with the Securities and Exchange Commission that the term loan was expected to be sized between $420 million and $480 million.

Deutsche Bank Securities Inc., Bank of America Merrill Lynch and Goldman Sachs & Co. are the lead banks on the deal, with Deutsche left on the term loan and Bank of America left on the revolver.

Proceeds, along with $375 million of PIK toggle notes and equity, will fund the buyout of the company by Platinum Equity for about $1.24 billion from Madison Dearborn Partners LLC.

BWAY leverage multiples

With this transaction, BWAY is expected have secured leverage of 2.7 times, opco leverage of 3.9 times and holdco leverage of 6.1 times, the source remarked.

Also, the company plans to leave its existing 10% senior notes due 2018 in place, but will refinance its existing 10 1/8%/10 7/8% senior PIK toggle notes due November 2015. Consents from holders of the 10% senior notes have already been received to allow for the change of control.

Closing is expected in the fourth quarter, subject to customary conditions, including the expiration or earlier termination of the Hart-Scott Rodino waiting period.

BWAY is an Atlanta-based supplier of general line rigid containers.

Alon joins calendar

Alon USA Energy surfaced with plans to launch a new $450 million six-year first-lien covenant-light secured term loan with a bank meeting at 9:30 a.m. ET on Wednesday, according to a market source.

While price talk is not yet out, it is known that the loan is non-callable for one year, then at 102 in year two and 101 in year three, the source remarked.

Credit Suisse Securities (USA) LLC and Goldman Sachs Lending Partners LLC are leading the transaction that will be used to repay an existing roughly $422 million term loan and for general corporate purposes.

Alon USA is a Dallas-based refiner and marketer of petroleum products.

Jimmy Sanders coming soon

Jimmy Sanders set a bank meeting for 11 a.m. ET on Tuesday to launch a proposed $800 million credit facility that will be used to help fund its buyout by Pinnacle Agriculture Holdings LLC and Apollo Global Management LLC, according to market sources.

The facility consists of a $300 million five-year ABL revolver, a $350 million seven-year first-lien covenant-light term loan and a $150 million 71/2-year second-lien covenant-light term loan, sources said.

Both term loans have a 1.25% Libor floor, and early spread guidance is Libor plus 475 bps to 500 bps on the first-lien loan and Libor plus 925 bps on the second-lien loan, sources continued. The first-lien loan will be offered at an original issue discount of 99, while the second-lien loan will be offered at 98.

Also, the second-lien loan has call protection of 103 in year one, 102 in year two and 101 in year three, the source remarked. There is no call protection on the first-lien loan.

Credit Suisse Securities (USA) LLC, BMO Capital Markets Corp. and Citigroup Global Markets Inc. are leading the deal, with Credit Suisse left on the term loans and BMO left on the ABL revolver.

Jimmy Sanders is a Cleveland, Miss.-based agricultural input supply and distribution business.

Milk Specialties plans deal

Milk Specialties scheduled a bank meeting for Friday to launch a $315 million credit facility via lead bank RBC Capital Markets LLC, according to a market source.

The facility consists of a $35 million revolver, a $250 million term loan B and a $30 million delayed-draw term loan, the source said.

Proceeds will be used to refinance existing debt. With the transaction, the company's existing first-lien term loan will be taken out at par.

Milk Specialties is an Eden Prairie, Minn.-based manufacturer of nutrition products.

Renaissance sets launch

Renaissance Learning is getting ready to hold a bank meeting on Thursday for a $250 million credit facility that consists of a $20 million revolver and a $230 million term loan B, according to a market source.

RBC Capital Markets LLC and BMO Capital Markets Corp. are leading the deal.

Proceeds will be used to refinance existing debt, including a first-lien term loan that will be repaid at par and a second-lien term loan that will be repaid at 103.

Renaissance Learning is a Wisconsin Rapids, Wis.-based provider of technology-based school improvement and student assessment programs for K-12 schools.

EquiPower repricing

EquiPower scheduled a call for Tuesday afternoon to launch a repricing of its roughly $685 million first-lien term loan that is currently priced at Libor plus 500 bps with a 1.5% Libor floor, according to a market source.

Due to existing call protection, lenders will get paid down at 101, the source said.

Barclays Capital Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. and Morgan Stanley Senior Funding Inc. are leading the deal.

EquiPower is a Hartford, Conn.-based competitive power generation company that is owned by Energy Capital Partners LLC.

Gray Television closes

In other news, Gray Television Inc., an Atlanta-based television broadcast company, announced in a news release on Monday that it completed its $595 million senior secured credit facility that is comprised of a $555 million term loan B (B2/B+) and a $40 million super-priority revolver (Ba3/BB-).

Wells Fargo Securities LLC and Bank of America Merrill Lynch led the deal.

Pricing on the B loan is Libor plus 375 bps with a step-down to Libor plus 350 bps based on leverage. There is a 1% Libor floor as well as 101 soft call protection for one year, and it was sold at discount of 991/2.

During syndication, the term loan B was downsized from $575 million, pricing firmed at the tight end of the Libor plus 375 bps to 400 bps guidance, the step-down was added and the discount was revised from 99.

Proceeds, along with $300 million of senior notes, are being used to repurchase up to $268.5 million of 10½% senior secured second-lien notes due 2015 and redeem series D perpetual preferred stock.

TransDigm wraps

TransDigm Group Inc. closed on its $150 million add-on term loan (Ba2/BB-), according to a news release.

Pricing on the loan is Libor plus 300 bps with a 1% Libor floor, and it was sold at an original issue discount of 991/2.

Credit Suisse Securities (USA) LLC and UBS Securities LLC led the deal that was used to fund a dividend.

TransDigm is a Cleveland-based maker of aircraft components.

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