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Published on 5/24/2016 in the Prospect News Bank Loan Daily.

Verisk Health breaks; TransDigm dips with acquisition news; BMC Software trades higher

By Sara Rosenberg

New York, May 24 – Verisk Health (VCVH Holding Corp.) saw its credit facility free up for trading on Tuesday, TransDigm Group Inc.’s term loans were lower as the company announced plans to take on additional debt for an acquisition, and BMC Software’s term loan rose on the back of the release of earnings to lenders.

Meanwhile, in the primary market, MultiPlan Inc. increased the size of its term loan B, set pricing at the low end of talk, added a step-down, modified the issue price and extended the call protection; Riverbed Technology Inc. firmed the spread on its term loan repricing at the tight end of guidance; and CHG Healthcare Services Inc. accelerated the commitment deadline on its term loan B.

Also, Dell International LLC, J.D. Power, Aspen Dental Management Inc. and Albany Molecular Research Inc. came out with price talk on their loans with launch, Vencore set the new bank meeting date for its credit facilities, and Cushman & Wakefield joined the near-term calendar.

Verisk starts trading

Verisk Health’s credit facility hit the secondary market on Tuesday, with the $315 million seven-year first-lien term loan (B1) quoted at 99½ bid, 100½ offered and the $100 million eight-year second-lien term loan (Caa1) quoted at 98 bid, according to a market source.

Pricing on the first-lien term loan is Libor plus 500 basis points with a 1% Libor floor, and it was sold at an original issue discount of 99. The debt has 101 soft call protection for six months.

The second-lien term loan is priced at Libor plus 925 bps with a 1% Libor floor, and was issued at a discount of 97.5. This tranche has hard call protection of 102 in year one and 101 in year two.

During syndication, the first-lien term loan was upsized from $300 million, pricing was cut from Libor plus 550 bps, and the discount was changed from 98. Also, the second-lien term loan was downsized from $115 million, pricing was lowered from Libor plus 950 bps, the discount was modified from 97, and the call protection was adjusted from 103 in year one, 102 in year two and 101 in year three.

Verisk getting revolver

Along with the first- and second-lien term loans, Verisk Health’s $455 million senior secured credit facility includes a $40 million five-year revolver (B1).

UBS Investment Bank is leading the new debt.

Proceeds will be used to help fund the buyout of the company by Veritas Capital from Verisk Analytics Inc. for $820 million, split between $720 million of cash consideration, a $100 million long-term subordinated promissory note with interest paid in kind and other contingent consideration.

Closing is expected by June 30, subject to regulatory approvals and other customary conditions.

Verisk Health is a Waltham, Mass.-based health care services company.

TransDigm softens

In more trading happenings, TransDigm’s term loans weakened following news that the company would be using new debt to help fund its $1 billion purchase of ILC Holdings Inc., the parent company of Data Device Corp., from Behrman Capital, a trader said.

The company’s term loan C was quoted at par bid, 100½ offered, down from 100¼ bid, 100 5/8 offered, the term loan D was quoted at 99 7/8 bid, 100 3/8 offered, down from par bid, 100½ offered, and the term loan E was quoted at 99¼ bid, 99¾ offered, down from 99 3/8 bid, 99 7/8 offered, the trader continued.

Other funds for the acquisition will come from borrowings under the company’s existing revolver and cash on hand.

Closing is expected before the end of fiscal 2016, subject to regulatory approvals and customary conditions.

TransDigm is a Cleveland-based designer, producer and supplier of highly engineered aircraft components. ILC is a Bohemia, N.Y.-based supplier of databus and power supply products for the aerospace markets.

BMC gains ground

BMC Software’s term loan strengthened on the back of the company disclosing first quarter numbers to lenders on Monday that were viewed in a positive light, according to a trader.

The term loan was quoted at 88 bid, 89½ offered on Tuesday, up from 86½ bid, 88 offered late in the prior session and 84½ bid, 85½ offered prior to the release of earnings on Monday, the trader said.

BMC is a Houston-based software company.

MultiPlan revisions emerge

Moving to the primary market, MultiPlan raised its seven-year covenant-light term loan B to $3.47 billion from $3.27 billion, firmed the spread at Libor plus 400 bps, the low end of the Libor plus 400 bps to 425 bps talk, added a step-down to Libor plus 375 bps when consolidated first-lien debt to consolidated EBITDA is 4.5 times or lower and tightened the original issue discount to 99.5 from 99, according to a market source.

Furthermore, the 101 soft call protection on the term loan was extended to one year from six months, and the 12 month MFN sunset was eliminated.

As before, the term loan has a 1% Libor floor.

With the term loan B upsizing, the company downsized its senior unsecured notes offering to $1.1 billion from $1.3 billion

The company’s now $3.57 billion credit facility also includes a $100 million five-year revolver.

MultiPlan being acquired

Proceeds from MultiPlan’s credit facility and bonds will be used to help fund its buyout by Hellman & Friedman from Starr Investment Holdings LLC and Partners Group. Starr and Partners Group will retain minority investments in the company and, GIC, Singapore’s Sovereign Wealth Fund, and Leonard Green & Partners will invest alongside Hellman & Friedman.

Barclays, Goldman Sachs & Co., Bank of America Merrill Lynch, Citigroup Global Markets Inc. and UBS Investment Bank are leading the credit facility.

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

Senior secured leverage is 5.3 times, and total leverage is 7 times.

MultiPlan is a New York-based provider of health care cost management solutions.

Riverbed sets spread

Riverbed Technology finalized pricing on its $1,585,000,000 first-lien covenant-light term loan due April 24, 2022 at Libor plus 400 bps, the low end of the Libor plus 400 bps to 425 bps talk, and left the 1% Libor floor, par issue price and 101 soft call protection for six months intact, a market source said.

The transaction is being done to reprice the existing first-lien term loan due April 24, 2022 down from Libor plus 475 bps with a 1% Libor floor.

Allocations are expected to go out on Wednesday, the source added.

Credit Suisse Securities (USA) LLC, Citigroup Global Markets Inc., Barclays and Morgan Stanley Senior Funding Inc. are leading the debt.

Riverbed is a San Francisco-based application performance infrastructure company.

CHG moves deadline

CHG Healthcare Services accelerated the commitment deadline on its $990 million seven-year senior secured term loan B (B1/B) to 5 p.m. ET on Wednesday from noon ET on June 2, according to a market source.

The term loan is talked at Libor plus 400 bps to 425 bps with a 1% Libor floor, an original issue discount of 99 and 101 soft call protection for six months.

Goldman Sachs & Co., Barclays, Citigroup Global Markets Inc. and Jefferies Finance LLC are leading the deal that will be used with $300 million of second-lien notes that were privately placed to refinance existing debt and fund a dividend.

CHG is a Salt Lake City-based health care staffing firm.

Dell term B talk

Also in the primary market, Dell held its bank meeting on Tuesday, and in connection with the event, talk on its $5 billion seven-year first-lien term loan B (Baa3/BBB-) surfaced at Libor plus 350 bps to 375 bps with an original issue discount of 99 and a ticking fee starting on July 15 of 50% of the spread for 30 days and the full spread thereafter, a market source remarked.

As previously reported, the term loan has a 0.75% Libor floor and 101 soft call protection for six months.

Commitments are due on June 2, the source added.

Credit Suisse Securities (USA) LLC, J.P. Morgan Securities LLC, Bank of America Merrill Lynch, Barclays, Citigroup Global Markets Inc., Goldman Sachs Bank USA, Deutsche Bank Securities Inc. and RBC Capital Markets are leading the deal.

The company’s $17,075,000,000 credit facility also includes a $3.15 billion five-year revolver (BBB-) priced at Libor plus 200 bps, a $3.2 billion three-year term loan A-1 (BBB) priced at Libor plus 200 bps, a $3,925,000,000 five-year term loan A-2 (BBB-) priced at Libor plus 225 bps and a $1.8 billion term loan A-3 (BBB-).

Dell buying EMC

Proceeds from Dell’s credit facility, $20 billion of senior secured notes, senior unsecured notes, equity and cash on hand will be used to fund the acquisition of EMC Corp. for $24.05 per share in cash. The total transaction value is about $67 billion.

Closing is subject to EMC shareholder approval, regulatory approval and other customary conditions.

Dell is a Round Rock, Texas-based technology and services company owned by Michael S. Dell, founder, chairman and chief executive officer, MSD Partners and Silver Lake. EMC is a Hopkinton, Mass.-based technology company. The combined enterprise systems business will be located in Hopkinton, Mass.

J.D. Power launches

J.D. Power disclosed price talk on its first- and second-lien term loans in connection with its afternoon bank meeting, according to a market source.

The $385 million seven-year first-lien covenant-light term loan is talked at Libor plus 500 bps with a 1% Libor floor, an original issue discount of 99 and 101 soft call protection for six months, and the $120 million eight-year second-lien covenant-light term loan is talked at Libor plus 900 bps with a 1% Libor floor, a discount of 98, and call protection of 103 in year one, 102 in year two and 101 in year three, the source said.

The debt has a ticking fee of the full spread after 30 days.

The company’s $540 million credit facility also includes a $35 million revolver.

Commitments are due at 5 p.m. ET on June 6.

Credit Suisse Securities (USA) LLC is leading the deal that will be used to help fund the acquisition of the company by XIO Group from McGraw Hill Financial Inc. for $1.1 billion.

Closing is expected in the third quarter, subject to regulatory approvals and customary conditions.

J.D. Power is a Costa Mesa, Calif.-based consumer data and analytics company.

Aspen Dental guidance

Aspen Dental Management held its lender call in the afternoon, launching its $45 million add-on term loan B and a repricing of its existing roughly $397 million term loan B at Libor plus 425 bps with a 1% Libor floor, an original issue discount of 99.5 to 99.75 for new money, a par issue price for existing money and 101 soft call protection for six months, according to a market source.

The repricing will take the existing term loan down from Libor plus 450 bps with a 1% Libor floor.

Proceeds from the add-on term loan will be used to fund a dividend.

Commitments are due at noon ET on May 31, the source added.

RBC Capital Markets LLC is leading the deal.

Aspen Dental is an East Syracuse, N.Y.-based dental support organization.

Albany Molecular holds call

Albany Molecular Research hosted a lender call during the session to launch a fungible $230 million add-on senior secured term loan due July 2021 talked at Libor plus 475 bps with a 1% Libor floor, an original issue discount of 98.75 to 99 and 101 soft call protection for six months, according to a market source.

Commitments are due on June 3, the source said.

J.P. Morgan Securities LLC and Barclays are leading the deal that will be used to help fund the acquisition of Prime European Therapeuticals SpA from Lauro Cinquantasette SpA for €315 million, consisting of €164 million in cash at closing, stock and a €55 million deferred cash consideration.

To allow for the acquisition, the company is also seeking an amendment to its existing credit facility, for which lenders are offered a 25-bps consent fee, the source added.

Albany Molecular is an Albany, N.Y.-based drug discovery services and manufacturing company. Prime European is a Lodi, Italy-based pharmaceuticals company.

Vencore on deck

Vencore set a bank meeting for June 1 to launch its senior secured credit facilities that are being led by UBS Investment Bank, a market source said.

As previously reported, the debt was initially slated to launch with a meeting on May 18, but was then postponed.

Vencore, formerly known as The SI Organization Inc., is a Chantilly, Va.-based provider of information solutions, engineering and analysis to the U.S. Intelligence Community, Department of Defense and Federal/Civilian Agencies.

Cushman readies loan

Cushman & Wakefield scheduled a lender call for 2 p.m. ET on May 31 to launch a $250 million incremental first-lien term loan, according to a market source.

UBS Investment Bank is leading the deal.

Cushman & Wakefield is a real estate services firm.


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