Appvion breaks; TransDigm, AlixPartners, Blue Coat Systems, AMF Bowling revise deals

By Sara Rosenberg

New York, June 26 - Appvion's first-lien term loan emerged in the secondary market on Wednesday, with levels quoted above its original issue discount price.

Over in the primary, TransDigm Inc. increased its term loan size and firmed the discount at the high end of guidance, AlixPartners LLP carved out a term loan B-1 from its term loan B-2 tranche, and Blue Coat Systems Inc. raised pricing on its second-lien term loan.

Also, AMF Bowling Centers Inc. (Bowlmor AMF) upsized its term loan while revising the spread, original issue discount and call protection and downsizing its revolver.

Additionally, BlackPearl Resources Inc. removed its second-lien term loan from market due to volatile conditions, Barbri and Bellisio Foods Inc. released talk with launch, and One Call Medical Inc. joined this week's calendar.

Appvion frees up

Appvion's $335 million six-year first-lien term loan broke for trading on Wednesday, with levels seen at 99½ bid, par offered, according to a trader.

Pricing on the loan is Libor plus 450 basis points with a 1.25% Libor floor, and it was sold at an original issue discount at 99. There is 101 soft call protection for one year.

During syndication, the first-lien term loan was downsized from $375 million, pricing was lifted from talk of Libor plus 400 bps to 425 bps and the discount firmed at the wide end of the 99 to 99½ guidance.

Also, when the first-lien term loan changes were announced, the company eliminated plans for a $200 million seven-year second-lien term loan that had been talked at Libor plus 775 bps to 800 bps with a 1.25% Libor floor, a discount of 98½ and call protection of 103 in year one, 102 in year two and 101 in year three.

Appvion repurchasing notes

Proceeds from Appvion's new term loan will be used to refinance the company's 10½% secured notes due 2015.

As a result of the first-lien term loan downsizing and the cancellation of the proposed second-lien term loan, the company terminated tender offers for its 9¾% subordinated notes due 2014 and 11¼% second-lien notes due 2015.

Jefferies Finance LLC and Fifth Third Securities Inc. are leading the term loan.

Appvion (previously Appleton Papers Inc.) is an Appleton, Wis.-based producer of thermal, carbonless and security papers and Encapsys products.

TransDigm tweaks loan

Moving to the primary, TransDigm lifted its first-lien covenant-light tack-on term loan C (Ba3/B+) due February 2020 to $900 million from $700 million and finalized the original issue discount at 98, the wide end of the 98 to 98½ talk, according to a market source.

The loan is still priced at Libor plus 300 bps with a 0.75% Libor floor and has 101 soft call protection for one year.

Recommitments were due at 5 p.m. ET on Wednesday.

Credit Suisse Securities (USA) LLC, UBS Securities LLC, Morgan Stanley Senior Funding Inc. and Citigroup Global Markets Inc. are leading the deal that will be used with $500 million of notes to fund a dividend. Earlier this week, the bond deal was reduced from an originally expected size of $700 million.

TransDigm is a Cleveland-based designer, producer and supplier of aircraft components.

AlixPartners restructures

AlixPartners LLP added a $95 million four-year first-lien term loan B-1 to its capital structure that is talked at Libor plus 325 bps with no Libor floor and an original issue discount of 991/2, according to a market source.

Basically, the company is looking to roll its existing $95 million term loan B-1 with this deal, instead of taking it out, and existing lenders are being offered 50 bps to roll over their positions.

Meanwhile, the new seven-year term loan B-2 (B1/B+) was trimmed to $655 million from $750 million, while talk was left at Libor plus 375 bps to 400 bps with a 1% Libor floor, an original issue discount of 99 to 99½ and 101 soft call protection for six months.

The company's $1 billion deal also includes a $250 million second-lien term loan (Caa1/B-) that is still talked at Libor plus 775 bps to 800 bps with a 1% Libor floor, a discount of 99 and call protection of 102 in year one and 101 in year two.

Deutsche Bank Securities Inc., Bank of America Merrill Lynch, Goldman Sachs Bank USA, Jefferies Finance LLC and UBS Securities LLC are leading the deal that will be used for a recapitalization.

AlixPartners, a New York-based performance improvement, corporate turnaround and financial advisory services firm, will have first-lien leverage of 4.3 times and total leverage of 5.7 times.

Blue Coat ups spread

Blue Coat Systems increased pricing on its $330 million second-lien term loan (Caa1/CCC+) to Libor plus 850 bps from Libor plus 750 bps, while keeping the 1% Libor floor, original issue discount of 99 and call protection of 103 in year one, 102 in year two and 101 in year three intact, according to a market source.

Jefferies Finance LLC is leading the deal that will be used to fund a dividend.

Blue Coat is a Sunnyvale, Calif.-based web security company.

AMF reworks deal

AMF Bowling lifted its term loan to $245 million from $230 million, raised pricing to Libor plus 750 bps from Libor plus 550 bps, moved the discount to 97 from 99, revised call protection to non-callable for one year, then at 102 in year two and 101 in year three, from just 101 soft call for one year, and shortened the maturity to five years from 5¾ years, according to a market source.

As before, the term loan has a 1.25% Libor floor.

With the term loan upsizing, the company reduced the size of its five-year revolver to $20 million from $30 million, the source said.

Credit Suisse Securities (USA) LLC is leading the $265 million credit facility (B2/B), for which recommitments are due at 4 p.m. ET on Thursday.

AMF repaying debt

Proceeds from AMF's credit faciltiy will be used to repay a debtor-in-possession financing facility and existing bank debt and for general corporate purposes.

Through the reorganization, AMF Bowling and Strike Holdings LLC (Bowlmor) agreed to merge operations under a joint plan filed by AMF and sponsored by AMF's second-lien lenders.

Under the plan, which was confirmed by the bankruptcy court earlier this week, holders of first-lien claims will still be paid in full in cash, and holders of second-lien claims will receive a share of 20% of the new equity of Bowlmor AMF and the rights to purchase all rights offering units.

AMF is a Richmond, Va.-based bowling center operator.

BlackPearl shelved

BlackPearl Resources withdrew its $350 million six-year senior secured second-lien term loan, with the company saying in a news release that the decision was made due to unfavorable market conditions.

The debt was going to be used to fund the Onion Lake thermal enhanced oil recovery project and for general corporate purposes, and since the loan was pulled, the company will defer construction of Onion Lake until alternative financing is established, the company disclosed. Engineering and certain long lead planning for Onion Lake will continue.

The second-lien loan was talked at Libor plus 925 bps with a 1% Libor floor and an original issue discount of 99, and was non-callable for 2½ years, then at 103 and par thereafter.

Last week, pricing on the loan was increased from Libor plus 675 bps, the floor was decreased from 1.25% floor, the discount was widened from 99½ and the call premium was sweetened from non-callable for two years, then at 101 in year three.

Credit Suisse Securities (USA) LLC and RBC Capital Markets were leading the deal for the Calgary, Alta.-based oil and gas company.

Barbri comes to market

Also in the primary, Barbri launched with a bank meeting on Wednesday a $286 million credit facility that will be used to refinance existing bank and mezzanine debt, according to a market source.

The facility, comprised of a $30 million five-year revolver and a $256 million six-year term loan B, is talked at Libor plus 400 bps to 425 bps with a 1% Libor floor, an original issue discount of 99½ on new money and a discount of 99¾ on rollover commitments, the source said.

The term loan B has 101 soft call protection for six months.

GE Capital Markets is leading the deal for the Dallas-based provider of bar review courses and law student support.

Bellisio sets talk

Bellisio Foods held its bank meeting in the afternoon, launching its $155 million six-year term loan with talk of Libor plus 375 bps to 400 bps with a 1% Libor floor, an original issue discount of 99½ and 101 soft call protection for six months, a market source said.

The company's $345 million credit facility also includes a $30 million five-year revolver and a $160 million delayed-draw term loan that has a six month drawdown period, and a ticking fee of half the spread for the first 90 days and the full spread thereafter, the source continued.

GE Capital Markets is the lead bank on the deal.

Proceeds will be used to refinance existing debt, and the delayed-draw term loan will be used to fund the acquisition of Overhill Farms and to take out the third party mezzanine debt.

Bellisio Foods is a Duluth, Minn.-based food company.

One Call on deck

One Call Medical set a call for Thursday afternoon to launch a $145 million add-on first-lien term loan, according to a market source.

The add-on is fungible with the company's existing first-lien term loan that is priced at Libor plus 425 basis points with a 1.25% Libor floor.

Jefferies Finance LLC is leading the deal that will be used to fund an acquisition.

Leverage will be 3.5 times through the first-lien and 4.9 times total, the source added.

One Call is a Parsippany, N.J.-based provider of specialty services to insurance payers.

Clearwater closes

In other news, Clearwater Seafoods Inc. completed its roughly $350 million equivalent credit facility (B1/BB-) that includes a C$75 million five-year revolver, a C$30 million five-year term loan A, a C$45 million five-year delayed-draw term loan A and a $200 million six-year term loan B, a news release said.

Pricing on the B loan is Libor plus 350 bps with a 1.25% Libor floor, and it was sold at an original issue discount of 993/4.

During syndication, the spread on the term B was reduced from Libor plus 375 bps and the discount was tightened from 991/2. Also, the revolver was upsized from C$60 million.

BMO Capital Markets Corp., GE Capital Markets and Rabobank led the deal that was used to refinance existing debt and for capital expenditures.

Clearwater is a Bedford, Nova Scotia-based seafood company.

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