Axalta, Focus, Asurion, Civitas, Xplornet break; Hyland, KAR, SiteOne, Petmate tweak deals

By Sara Rosenberg

New York, May 22 – Axalta Coating Systems U.S. Holdings Inc.’s term loan made its way into the secondary market on Monday, as did deals from Focus Financial Partners, Asurion LLC, Civitas Solutions Inc. (National Mentor Holdings Inc.) and Xplornet Communications Inc.

Switching to the primary market, Hyland Software Inc. moved some funds between its first- and second-lien term loans, reduced the spread on the second-lien tranche and tightened issue prices on both loans, and KAR Auction Services Inc. upsized its term loan B-3 and finalized the issue price on the tranche, as well as on its term loan B-2, at the tight side of guidance.

In addition, SiteOne Landscape Supply Inc. added a pricing step-down to its term loan, Petmate raised the spread on its term loan, TRC Cos. Inc. and CityMD moved up the commitment deadlines on their credit facilities, and Ortho-Clinical Diagnostics placed its add-on term loan B with investors and, as a result, cancelled its previously planned lender call and associated syndication.

Also, SuperValu Inc., Pharmaceutical Product Development LLC (Jaguar Holding Co. II), Gypsum Management and Supply Inc. (GYP Holdings III Corp.) and Schumacher (Onex Schumacher Finance LP) released talk with launch.

Furthermore, EagleClaw Midstream Ventures LLC, Frontier Communications Corp., Virtu Financial Inc. (VFH Parent LLC), Plasman Group, ConvergeOne Holdings Corp. and High Liner Foods Inc. joined this week’s primary calendar.

Axalta tops OID

Axalta Coating Systems’ $2 billion seven-year covenant-light term loan freed to trade on Monday, with levels quoted at 100 5/8 bid, 101 offered, according to a market source.

Pricing on the term loan is Libor plus 200 basis points with a 0% Libor floor, and it was sold at an original issue discount of 99.875. The debt has 101 soft call protection for six months.

During syndication, the term loan was upsized from $450 million, the spread was reduced from talk in the range of Libor plus 225 bps to 250 bps, and the discount was changed from 99.75.

Deutsche Bank Securities Inc. is leading the deal that will be used to fund the acquisition of Valspar Corp.’s North American industrial wood coatings business for $420 million in cash and, because of the recent upsizing, to refinance an existing term loan due in 2023.

Closing is expected in mid-June.

Axalta is a Philadelphia-based manufacturer, marketer and distributor of high-performance coatings systems.

Focus hits secondary

Focus Financial Partners’ $795 million seven-year covenant-light first-lien term loan (Ba3) broke as well, with levels quoted at 100¼ bid, 100¾ offered, and then it moved up to 100 3/8 bid, 100 7/8 offered, a trader said.

The first-lien term loan is priced at Libor plus 325 bps with a 0% Libor floor, and was sold at an original issue discount of 99.875. The loan has 101 soft call protection for six months.

During syndication, the first-lien term loan was upsized from $755 million as the equity for the company’s buyout was ratably reduced, pricing was cut from talk of Libor plus 350 bps to 375 bps, and the discount was revised from 99.5.

RBC Capital Markets and SunTrust Robinson Humphrey Inc. are leading the deal that will help fund the acquisition of a majority stake in the company by an investor group led by Stone Point Capital and KKR from Centerbridge Partners, Summit Partners and Polaris Partners. The transaction values Focus at about $2 billion.

As part of the financing package, the company is also getting a $207 million privately placed eight-year covenant-light second-lien term loan priced at Libor plus 750 bps with a 0% Libor floor and an original issue discount of 99. This tranche has call protection of 102 in year one and 101 in year two.

Focus is a New York-based partnership of independent, fiduciary wealth-management firms.

Asurion frees up

Asurion’s $1,189,000,000 add-on covenant-light term loan B-5 due 2023 began trading too, with levels quoted by one trader at 100¼ bid, 100½ offered and by a second trader at par bid, 100½ offered.

Pricing on the add-on loan is Libor plus 300 bps with a 0% Libor floor, in line with the existing term loan B-5 pricing, and it was issued at par, after firming last week at the tight end of the 99.75 to par talk.

Bank of America Merrill Lynch, Morgan Stanley Senior Funding Inc., Barclays, Credit Suisse Securities (USA) LLC, Deutsche Bank Securities and Goldman Sachs Bank USA are the lead banks on the deal.

Proceeds will be used to refinance an existing term loan B-2 due 2020.

Asurion is a Nashville-based provider of technology protection services.

Civitas starts trading

Civitas Solutions’ $635,753,149 term loan B due Jan. 31, 2021 freed to trade, with levels quoted at 100 1/8 bid, 100½ offered, according to a market source.

Pricing on the loan is Libor plus 300 bps with a 0.75% Libor floor, and it was issued at par. The debt has 101 soft call protection for one year, which was extended from six months during syndication.

Barclays is leading the deal that will be used to reprice an existing term loan down from Libor plus 325 bps with a 1% Libor floor.

Civitas is a Boston-based provider of home and community-based health and human services.

Xplornet add-on breaks

Xplornet Communications’ $75 million add-on term loan B (B1/B) also broke, with the debt quoted at par bid, a market source said.

Pricing on the add-on loan is Libor plus 600 bps with a 1% Libor floor, and it was issued at par after tightening last week from 99.75.

SunTrust Robinson Humphrey is leading the deal that will be used to help refinance existing notes.

Xplornet is a Woodstock, New Brunswick-based rural-focused broadband service provider.

BWIC announced

Also in the secondary market, a $348.9 million Bid Wanted In Competition emerged, with bids due at 11 a.m. ET on Tuesday, according to a trader.

Some of the names in the portfolio are Albertson’s LLC, Berry Plastics Holding Corp., Charter Communications Operating Holdings LLC, Dell International LLC, First Data Corp., Infor (US) Inc., Pharmaceutical Product Development Inc., Sabre Inc., Tibco Software Inc., Transdigm Inc., Vantiv Inc. and WideOpenWest Finance LLC.

There are about 106 issuers in the BWIC, the trader added.

Hyland reworks deal

Moving to the primary market, Hyland Software lifted its incremental first-lien term loan due July 2022 to $490 million from its $460 million and moved the original issue discount to 99.75 from 99.5, a market source remarked.

As before, the first-lien term loan is priced at Libor plus 325 bps with a 0.75% Libor floor, and has 101 soft call protection for six months.

Regarding the eight-year covenant-light second-lien term loan, it was downsized to $210 million from $240 million, pricing was cut to Libor plus 700 bps from talk of Libor plus 750 bps to 775 bps, and the discount was revised to 99.5 from 99, the source continued.

The second-lien term loan still has a 0.75% Libor floor and call protection of 102 in year one and 101 in year two.

Also, the term loans still have a ticking fee of half the margin from days 31 to 60 and the full margin thereafter.

Hyland revolver

Along with the new term loan debt, Hyland Software is getting a $60 million incremental revolving credit facility.

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

Credit Suisse Securities, Goldman Sachs Bank USA and UBS Investment Bank are leading the deal that will be used to fund the acquisition of Perceptive Software from Lexmark International Inc.

Existing lenders are being offered a 12.5 bps amendment fee.

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

Hyland, a Thoma Bravo portfolio company, is a Westlake, Ohio-based enterprise content-management software developer.

KAR updates surface

KAR Auction Services increased its term loan B-3 to $1.05 billion from $897 million, and set the issue price on the loan, as well as on a $720 million term loan B-2, at par, the tight end of the 99.875 to par talk, a market source said.

As before, pricing on the term loan B-3 is Libor plus 250 bps with a 0% Libor floor and pricing on the term loan B-2 is Libor plus 225 bps with a 0% Libor floor.

J.P. Morgan Securities LLC is leading the deal that will be used to reprice an existing term loan B-2 due 2021 from Libor plus 317.75 with a 0.75% Libor floor and an existing term loan B-3 due 2023 from Libor plus 350 bps with a 0.75% Libor floor, and, as a result of the upsizing, for general corporate purposes.

At Dec. 31, there was $1.08 billion outstanding under the term loan B-2 and $1.34 billion outstanding under the term loan B-3, but the debt is being paid down in part with proceeds from a $950 million senior notes offering.

KAR is a Carmel, Ind.-based provider of vehicle auction services and a provider of floorplan financing to independent and franchise used vehicle dealers.

SiteOne adds step

SiteOne Landscape Supply added a step-down to its $297 million covenant-light term loan due April 2022 to Libor plus 325 bps when leverage is 2.75 times, according to a market source.

The leverage test is defined to include an average ABL drawing to take into account seasonality, averaging the usage on the last day of each of the trailing 4 quarterly reporting periods, the source said.

Initial pricing on the term loan is unchanged at Libor plus 350 bps with a 1% Libor floor. The loan has a par issue price and 101 soft call protection for six months.

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

UBS Investment Bank is leading the deal that will be used to reprice an existing term loan down from Libor plus 450 bps with a 1% Libor floor.

SiteOne is a Roswell, Ga.-based distributor of wholesale irrigation, landscape lighting, nursery, hardscapes, maintenance products and supplies for the green industry.

Petmate flexes higher

Petmate lifted pricing on its $232.5 million seven-year term loan to Libor plus 450 bps from Libor plus 425 bps, and left the 1% Libor floor, original issue discount of 99.5 and 101 soft call protection for six months unchanged, a market source remarked.

The company’s $262.5 million in credit facilities (B1/B) also include a $30 million five-year revolver.

Allocations went out in the morning, and closing was expected to take place on Monday too, the source added.

Antares Capital is leading the deal that is being used to help fund the buyout of the company by Olympus Partners from Wind Point Partners.

Petmate is an Arlington, Texas-based pet products platform.

TRC accelerated

TRC moved up the commitment deadline on its $375 million of credit facilities (B2) to Tuesday from Wednesday, according to a market source.

The facilities consist of a $60 million five-year revolver talked at Libor plus 475 bps and a $315 million seven-year covenant-light first-lien term loan talked at Libor plus 475 bps with a 1% Libor floor, an original issue discount of 99 and 101 soft call protection for six months.

UBS Investment Bank, Barclays and Citizens are leading the deal that will be used to help fund the buyout of the company by New Mountain Capital LLC in an all-cash transaction valued at $17.55 per share of common stock.

Closing is expected before June 30, subject to the approval of TRC’s stockholders, the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act, and other customary conditions.

TRC is a Windsor, Conn.-based engineering, environmental consulting and construction management firm.

CityMD moves deadline

CityMD accelerated the commitment deadline on its $255 million of credit facilities (B3/B-) to 5 p.m. ET on Tuesday from 5 p.m. ET on Thursday, a market source said.

The facilities consist of a $30 million revolver, and a $225 million seven-year covenant-light first-lien term loan talked at Libor plus 450 bps with a 1% Libor floor, an original issue discount of 99 and 101 soft call protection for six months.

Credit Suisse Securities and SunTrust Robinson Humphrey are leading the deal that will be used to help fund the buyout of the company by Warburg Pincus.

CityMD is an urgent care provider in the New York Metro area.

Ortho-Clinical places loan

Ortho-Clinical Diagnostics cancelled the 2 p.m. ET lender call that was supposed to take place on Monday to launch the loan syndication of its $200 million incremental senior secured term loan B (B1) due June 30, 2021 as the debt was placed with investors, according to a market source.

The company is, however, launching lender friendly amendments that include limiting certain restricted payments until total leverage is below 6.5 times and increasing amortization on the existing and fungible add-on term loan B to 2% in 2018 and 2019, and 2.5% in 2020 and 2021.

Consents are due at noon ET on Friday, the source said.

Additionally, the company is continuing to pursue an extension of its existing revolver to June 2021.

Barclays is leading the transaction.

The add-on term loan B will be used to repay revolver borrowings.

Ortho-Clinical Diagnostics is a Raritan, N.J.-based provider of in-vitro diagnostics solutions for screening, diagnosing and monitoring diseases.

SuperValu discloses talk

Also in the primary market, SuperValu held its lender call on Monday, launching its $840 million seven-year covenant-light senior secured term loan B (Ba3/BB-) at talk of Libor plus 350 bps to 375 bps with a 1% Libor floor, an original issue discount of 99.5 and 101 soft call protection for six months, a market source said.

Of the total term loan amount, $525 million will be funded and $315 million will be delayed-draw.

Commitments are due at noon ET on June 1, the source added.

Goldman Sachs Bank USA, RBC Capital Markets, Barclays, Credit Suisse Securities, BMO Capital Markets and Citigroup Global Markets Inc. are leading the deal that will be used to refinance an existing $524 million senior secured term loan B due 2019 and to help fund the acquisition of Unified Grocers Inc. for about $114 million in cash, plus the assumption of net debt of about $261 million at closing.

SuperValu is an Eden Prairie, Minn.-based supermarket operator and wholesale grocery distributor. Unified Grocers is a retailer-owned wholesale grocery cooperative.

Pharmaceutical Product call

Pharmaceutical Product Development emerged in the morning with plans to hold a lender call at 1 p.m. ET to launch a $3,186,000,000 covenant-light first-lien term loan (Ba3/B) due Aug, 18, 2022 talked at Libor plus 275 bps with a 1% Libor floor, a par issue price and 101 soft call protection for six months, according to a market source.

Commitments are due at 5 p.m. ET on Wednesday, the source said.

Credit Suisse Securities, J.P. Morgan Securities, Barclays, Goldman Sachs Bank USA, UBS Investment Bank, Morgan Stanley Senior Funding and Deutsche Bank Securities are leading the deal that will be used to reprice an existing term loan from Libor plus 325 bps with a 1% Libor flor.

PPD is a Wilmington, N.C.-based contract research organization focused on clinical development and laboratory services.

Gypsum launches

Gypsum Management announced in the morning that it would hold a lender call at 3 p.m. ET to launch a $528 million covenant-light first-lien term loan due April 1, 2023 talked at Libor plus 300 bps to 325 bps with a 1% Libor floor, an original issue discount of 99.75 and 101 soft call protection for six months, a market source said.

Commitments are due at 5 p.m. ET on June 2, the source added.

Credit Suisse Securities is leading the deal that will be used to reprice an existing $478 million term loan from Libor plus 350 bps with a 1% Libor floor and extend the maturity from 2021 and to repay a portion of the company’s ABL borrowings.

Gypsum Management is a Tucker, Ga.-based distributor of wallboard, acoustical products and other specialty building materials.

Schumacher seeks repricing

Schumacher surfaced early in the day with plans to hold a lender call at 2 p.m. ET to launch a $523 million covenant-light first-lien term loan (B1/B) due July 31, 2022 talked at Libor plus 350 bps with a 1% Libor floor, a par issue price and 101 soft call protection for six months, according to a market source.

Commitments are due at 5 p.m. ET on Wednesday, the source said.

Credit Suisse Securities is leading the deal that will be used to reprice an existing term loan from Libor plus 400 bps with a 1% Libor floor.

Schumacher is a Lafayette, La.-based provider of outsourced emergency and hospital medicine clinical staffing services.

EagleClaw on deck

EagleClaw Midstream Ventures set a bank meeting for 1:30 p.m. ET on Tuesday to launch $1.35 billion of senior secured credit facilities, a market source remarked.

The facilities consist of a $100 million super-priority revolver and a $1.25 billion first-lien term loan, the source added.

Jefferies LLC is leading the deal that will be used to help fund the buyout of the company by Blackstone Energy Partners and Blackstone Capital Partners for about $2 billion.

Closing is expected by the end of July.

EagleClaw is a Midland, Texas-based midstream operator in the Permian’s Delaware Basin in West Texas.

Frontier joins calendar

Frontier Communications scheduled a lender call for Tuesday to launch a $1.5 billion seven-year term loan B talked at Libor plus 350 bps to 375 bps with a 0.75% Libor floor, an original issue discount of 99.5 and 101 soft call protection for six months, according to a market source.

J.P. Morgan Securities is leading the deal that will be used to refinance existing debt.

Frontier is a Norwalk, Conn.-based provider of communications services to urban, suburban and rural communities.

Virtu timing revealed

Virtu Financial will hold a meeting on Wednesday to launch its previously announced $825 million 4.5-year senior secured term loan B (NA/NA/BB-), a market source said.

Also, talk on the loan came out at Libor plus 375 bps to 400 bps with a 1% Libor floor, an original issue discount of 99.5 and 101 soft call protection for six months, the source added.

J.P. Morgan Securities is leading the deal that will be used with an expected $825 million senior secured second-lien notes issuance and the sale of $750 million of common stock to fund the acquisition of KCG Holdings Inc. for $20.00 per KCG share, or a total of about $1.4 billion and to refinance existing debt at Virtu and KCG.

Closing is expected in the third quarter, subject to KCG shareholder approval and all regulatory approvals.

Virtu is a New York-based technology-enabled market maker and liquidity provider to the financial markets. KCG is a New York-based independent securities firm.

Plasman coming soon

Plasman Group set a bank meeting for Wednesday to launch a $325 million senior secured term loan B, according to a market source.

Barclays is leading the deal that will be used to repay existing debt and fund a one-time dividend to shareholders.

Plasman is a Windsor, Ont.-based full-service supplier of Class A automotive exterior trim, fascia and precision components and systems to OEMs.

ConvergeOne plans refinancing

ConvergeOne will hold a lender call on Wednesday to launch a $430 million seven-year term loan B (B2) that will be used to refinance existing debt, according to a market source.

Talk on the term loan is Libor plus 375 bps to 400 bps with a 1% Libor floor, an original issue discount of 99.5 and 101 soft call protection for six months, the source said.

Commitments are due on June 2.

J.P. Morgan Securities, Credit Suisse Securities, Wells Fargo Securities LLC and Natixis are leading the deal.

ConvergeOne is an Eagan, Minn.-based provider of communications solutions.

High Liner readies loan

High Liner Foods scheduled a lender call for 2 p.m. ET on Tuesday to launch a fungible $70 million add-on term loan B due April 24, 2021, a market source said.

Pricing on the add-on term loan B is Libor plus 325 bps with a 1% Libor floor, in line with existing term loan B pricing, and the debt is getting 101 soft call protection for six months, the source said.

RBC Capital Markets is leading the deal.

High Liner is a Lunenburg, N.S.-based processor and marketer of frozen seafood.

Consolidated Container closes

The purchase of Consolidated Container Co. by Loews Corp. from Bain Capital Private Equity for about $1.2 billion, subject to customary purchase price adjustments, had been completed, according to a news release.

To help fund the transaction, Consolidated Container got $730 million of credit facilities, split between a $125 million ABL revolver and a $605 million seven-year senior secured covenant-light first-lien term loan B (B3/B+).

Pricing on the term loan is Libor plus 350 bps with a 1% Libor floor, and it was sold at an original issue discount of 99.75. The debt has 101 soft call protection for six months.

During syndication, pricing on the term loan was reduced from Libor plus 400 bps and the discount was tightened from 99.5.

Barclays, Citigroup Global Markets, Credit Suisse Securities, Morgan Stanley Senior Funding and Macquarie Capital (USA) Inc. led the deal.

Consolidated Container is an Atlanta-based rigid plastic packaging manufacturer.

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