Sprouts, Nusil, Triple Point break; Emergency Medical, Ranpak, American Rock revise deals

By Sara Rosenberg

New York, April 14 - Sprouts Farmers Market's credit facility made its way into the secondary market on Thursday, with the term loan quoted above its original issue discount price, and Nusil Technology and Triple Point Technology Inc. freed up as well.

In more trading news, Texas Competitive Electric Holdings Co. LLC's extended and non-extended term loan debt moved higher as the company announced its proposed bond offering that needs to be done in order for the credit facility amendment and extension to close.

Over in the primary, Emergency Medical Services Corp. lowered pricing on its term loan B and added soft call protection, and Ranpak Corp. came out with updates to its credit facility that included flexing pricing lower on its U.S. term loan and finalizing pricing on its euro term loan at the low end of guidance.

Also making revisions was American Rock Salt, as it upsized its term loan, set pricing at the tight end of talk, added a leverage-based pricing step-down and lowered the original issue discount price.

Meanwhile, Manitowoc Co. Inc. released tranching details and price talk as it launched its credit facility to lenders during the session, and Ulterra Drilling Technologies announced price talk on its in-market deal now that ratings emerged.

Sprouts frees up

Sprouts Farmers Market's credit facility broke for trading on Thursday, with the $310 million seven-year covenant-light term loan quoted at 98 5/8 bid, 99 1/8 offered, according to a market source.

Pricing on the term loan, as well as on a $60 million five-year revolver, is Libor plus 475 basis points with a 1.25% Libor floor, and the tranches were sold at an original issue discount of 98. The term loan includes hard call protection of 102 in year one and 101 in year two, but this call protection has a carve-out for IPO proceeds, so the company can use 50% of IPO proceeds to pay down the loan at a price of 101 in year one and par thereafter.

During syndication, pricing on the $370 million senior secured credit facility (B2/B+) was lifted from Libor plus 450 bps, and the original issue discount widened from 99. Also, call protection was added to the term loan.

Sprouts lead banks

Jefferies & Co. and BMO Capital Markets Corp. are the lead banks on Sprouts Farmers Market's credit facility.

Proceeds will be used to help fund the buyout of the company by Apollo Management LP and the merger with Henry's Farmers Market, an Irvine, Calif.-based grocer.

The transaction is expected to close early in the second quarter.

Sprouts Farmers Market is a Phoenix-based grocer that operates in the farmers market specialty segment of the retail food industry.

Nusil starts trading

Another deal to hit the secondary market was Nusil Technology's credit facility, with its $295 million six-year covenant-light term loan B quoted at par ½ bid, 101 offered, according to a trader.

Pricing on the term loan B is Libor plus 400 bps with step-downs to Libor plus 375 bps at 3.75 times leverage and to Libor plus 350 bps at 3.25 times leverage. There is a 1.25% Libor floor as well as soft call protection of 102 in year one and 101 in year two, and the loan was sold at par.

During syndication, pricing was reduced from Libor plus 450 bps, the step-downs and the call protection were added, the Libor floor was reduced from 1.5% and the offer price tightened from 99.

The company's $305 million senior secured credit facility also provides for a $10 million five-year revolver.

Nusil being acquired

Proceeds from Nusil's credit facility will be used to help fund its buyout by New Mountain Capital from Quad-C Management Inc. and to refinance existing debt.

Other funds for the transaction will come from $264 million of equity.

Credit Suisse Securities (USA) LLC and Jefferies & Co. are the lead banks on the credit facility.

Total and senior leverage is 4.5 times.

NuSil is a Carpinteria, Calif.-based manufacturer of silicone-based materials for the health care, aerospace, electronics and photonics industries.

Triple Point breaks

Also freeing up for trading was Triple Point Technology's credit facility, with the $125 million five-year term loan B quoted at 99¾ bid, par ½ offered, according to a market source.

Pricing on the term loan B, as well as on a $10 million five-year revolver, is Libor plus 475 bps, after firming at the high end of Libor plus 450 bps to 475 bps talk, with a 1.5% Libor floor, and the tranches were sold at a discount of 99. The B loan includes 101 soft call protection for one year.

Credit Suisse Securities (USA) LLC is the lead bank on the $135 million credit facility (B2/B+) that is being used to refinance existing debt and pay a dividend to shareholders.

Pro forma leverage is 4.0 times.

Triple Point Technology is a Westport, Conn.-based provider of software for end-to-end commodity management.

TXU trades up

Texas Competitive's extended and non-extended term loans gained some ground in trading as the company revealed that it will be selling $1.725 billion of senior secured notes due 2020 and that proceeds would be used to repay $1.604 billion of bank debt, according to traders.

Remaining proceeds from the notes will be used to pay the credit facility amendment and extension fees.

One trader had the extended term loan quoted at 81¾ bid, 82 offered offered, up on the bid side from 81¼ bid, 82 offered, and the non-extended term loan B-1, B-2 and B-3 quoted at 87 bid, 87½ offered, up from 85 3/8 bid, 85 7/8 offered.

Meanwhile, a second trader had the extended term loan quoted at 82 bid, 82½ offered, up from 81 1/8 bid, 81 5/8 offered.

TXU extends most debt

As was previously reported, Texas Competitive received commitments to extend $15.367 billion of its term loans, $1.02 billion of its letter of credit loans and $1.384 billion of its revolver.

Non-extended debt consists of $3.812 billion of term loans, $43 million of letter-of-credit loans and $671 million of revolver commitments.

The term loan B-1, B-2 and B-3 and deposit letter-of-credit facility debt will be extended by three years to Oct. 10, 2017, and the revolver will be extended by three years to Oct. 10, 2016. The B-1, B-2 and B-3 debt that is extended is being collapsed into one extended term loan tranche.

The Dallas-based energy company is paying an upfront extension fee of 350 bps on extended term loans and extended deposit letter-of-credit loans.

TXU extended pricing

Pricing on Texas Competitive's extended first-lien term loan, letter-of-credit facility and revolver is Libor plus 450 bps, compared with non-extended pricing of Libor plus 350 bps, and the undrawn fee on the extended revolver is 100 bps, up from 50 bps on the non-extended revolver.

Completion of the newly announced notes offering is a condition to the credit facility extension.

The company is also amending its credit facility to revise the secured debt-to-EBITDA ratio and acknowledge that the intercompany loans to Energy Future Holdings comply with the requirement that these loans be made on an arm's-length basis and that no excess cash flow mandatory repayments were required for fiscal years 2008, 2009 and 2010.

The amendment was approved last week and lenders are being paid a 50 bps amendment fee.

Citigroup Global Markets Inc. is the left lead bank on the transaction.

Emergency Medical flexes

Switching to the primary, Emergency Medical Services trimmed pricing on its $1.44 billion term loan B (B1/B+) to Libor plus 375 bps from Libor plus 400 bps and added 101 soft call protection for one year, according to a market source. The 1.5% Libor floor and original issue discount of 99½ were left intact.

Recommitments are due from lenders at noon ET on Friday.

The company's $1.79 billion credit facility also includes a $350 million ABL revolver that is being talked at Libor plus 250 bps with no Libor floor.

Initially, the term loan B was expected to be sized at $1.375 billion, but it was increased prior to launch to account for a small acquisition.

Emergency Medical buyout

Proceeds from Emergency Medical's credit facility, along with $950 million of senior unsecured notes and up to $900 million of equity, will be used to fund its buyout by Clayton, Dubilier & Rice LLC for $64 in cash per share of common stock and exchangeable unit. The transaction is valued at $3.2 billion.

Closing on the transaction is expected in the second quarter, subject to customary conditions, including regulatory approvals and approval by the company's stockholders.

Deutsche Bank Securities Inc., Barclays Capital Inc., Bank of America Merrill Lynch, Morgan Stanley & Co. Inc., RBC Capital Markets LLC, UBS Investment Bank, Natixis and Citigroup Global Markets Inc. are the lead banks on the credit facility.

Emergency Medical is a Greenwood Village, Colo.-based provider of health care transportation services and outsourced physician services to health care facilities.

Ranpak firms pricing

Ranpak cut pricing on its $200 million six-year term loan to Libor plus 350 bps from talk of Libor plus 375 bps to 400 bps and set pricing on its €50 million six-year term loan at Euribor plus 400 bps, the low end of the Euribor plus 400 bps to 425 bps talk, according to a market source.

Both the U.S. and euro term loans still include a 1.25% floor and 101 soft call protection for one year and are being offered at an original issue discount of 991/2.

Recommitments towards the company's roughly $290 million facility, which also provides for a $20 million five-year revolver, were due on Thursday.

Goldman Sachs & Co. and Bank of America Merrill Lynch are leading the deal that will be used, along with a $175 million second-lien term loan that has already been placed, to refinance existing debt.

Ranpak is a Concord Township, Ohio-based manufacturer of in-the-box paper protective packaging systems and materials.

American Rock reworks deal

American Rock Salt made a number of changes to its credit facility too, including increasing the covenant-light term loan (B2/BB) to $300 million from $250 million and firming pricing at Libor plus 425 bps, the tight end of the initial Libor plus 425 bps to 450 bps talk, according to a market source.

Also, a step-down was added to Libor plus 400 bps when total leverage is less than 5 times and the original issue discount was trimmed to 99½ from 99, the source said. The 1.25% Libor floor was left unchanged.

The company's now $340 million credit facility, up from $290 million, also provides for a $40 million revolver.

RBS Securities Inc. is the lead bank on the deal.

American Rock selling notes

In addition to the credit facility, American Rock Salt is planning on getting $175 million of second-lien notes.

The notes offering was downsized from $200 million in connection with the term loan upsizing.

Proceeds from the credit facility and the notes will be used to repay debt at the holding company and fund a dividend.

The extra $25 million that the company is raising through the debt size changes will be used to increase the amount of the dividend payment.

American Rock Salt is a Retsof, N.Y.-based producer of highway deicing rock salt.

Manitowoc guidance emerges

Also on the new deal front, Manitowoc held a bank meeting on Thursday to launch its proposed $1.15 billion senior secured credit facility, at which time some additional details on tranching and institutional price talk surfaced, according to a market source.

The facility is comprised of a $350 million 61/2-year term loan B, a $300 million five-year term loan A and a $500 million five-year revolver, the source said.

Previously, the company had disclosed the revolver size, but the term loan amount was simply described as $650 million of term A and term B debt.

In addition, price talk on the term loan B came out at Libor plus 350 bps with a 1.25% Libor floor and an original issue discount of 99, and there is 101 soft call protection for one year, the source added.

Manitowoc refinancing debt

Proceeds from Manitowoc's credit facility will be used to replace an existing senior secured credit facility.

At Dec. 31, the company had $24.2 million outstanding under a $400 million revolver, $459.7 million of term loan A borrowings and $338.1 million of term loan B debt. Then, on Jan. 14, the company used about $124 million of the proceeds from the sale of its Kysor/Warren and Kysor/Warren de Mexico businesses to pay down term loan A and B balances.

J.P. Morgan Securities LLC, Deutsche Bank Securities Inc., Bank of America Merrill Lynch and Wells Fargo Securities LLC are the lead banks on the new deal.

Manitowoc is a Manitowoc, Wis.-based manufacturer and seller of cranes and related products and foodservice equipment.

Ulterra sets talk

Ulterra Drilling Technologies revealed that its $105 million five-year credit facility is being talked at Libor plus 650 bps with a 1.5% Libor floor and an original issue discount of 98½ now that ratings of Caa1/B- have been received, according to a market source.

The facility, which launched with a bank meeting on Wednesday afternoon, consists of a $15 million revolver that will be undrawn at close and a $90 million term loan that includes 101 soft call protection for one year.

Jefferies & Co. is the lead bank on the deal that will be used to refinance existing debt and add cash to the balance sheet for general corporate purposes.

Pro forma net leverage is 2.6 times, and interest coverage is nearly 5.0 times.

Ulterra is a Fort Worth, Texas-based oilfield service manufacturer of PDC drill bits and stick-slip reduction tools.

Sensus launches

Sensus USA Inc. held a meeting at 2 p.m. ET on Thursday to launch its proposed $675 million senior secured credit facility that consists of a $100 million five-year revolver (Ba3), a $375 million six-year first-lien term loan (Ba3) and a $200 million seven-year second-lien term loan (B3), sources said.

As was previously reported, price talk on the first-lien term loan is Libor plus 375 bps with a 1.25% Libor floor and an original issue discount of 99, and price talk on the second-lien term loan is Libor plus 750 bps with a 1.25% Libor floor and an original issue discount of 981/2, sources continued. Call protection on the second-lien term loan is 103 in year one, 102 in year two and 101 in year three.

Credit Suisse Securities (USA) LLC and Goldman Sachs & Co. are leading the deal that will be used to fund a tender offer for the company's $275 million of 8 5/8% senior subordinated notes, refinance existing bank debt, pay a $50 million dividend and put some working capital cash on the balance sheet.

Sensus is a Raleigh, N.C.-based technology company providing energy and water utility customers with conservation products and services.

Ernest Health fills out

In other news, Ernest Health Inc.'s $204 million credit facility was expected to be fully subscribed by Thursday's commitment deadline, and the plan is to keep pricing and structure on the deal in line with initial terms, according to a market source.

The deal consists of a $30 million five-year revolver priced at Libor plus 475 bps with a 1.5% Libor floor, a $120 million five-year first-lien term loan priced at Libor plus 475 bps with a 1.5% Libor floor and an original issue discount of 99, and a $54 million six-year second-lien term loan priced at Libor plus 800 bps with a 1.75% floor and a discount of 981/2. The second-lien has call protection of 103 in year one, 102 in year two and 101 in year three.

CIT Group is the lead bank on the deal that will be used to refinance existing debt.

Ernest Health, an Albuquerque, N.M.-based developer and operator of inpatient rehabilitation and related post-acute health care services, will be levered 3.5 times through the first-lien and 5 times through the second-lien.

Pet Supplies wraps repricing

Pet Supplies Plus' repricing of its $85 million term loan got done at initial terms, a market source told Prospect News on Thursday.

The term loan is now priced at Libor plus 475 bps with a 1.5% Libor floor, compared to prior pricing of Libor plus 575 bps with a 1.75% Libor floor.

When the loan was obtained in 2010 to help fund the buyout of the company by Irving Place Capital, it was sold at an original issue discount of 98.

BNP Paribas Securities Corp., Societe Generale and KeyBanc Capital Markets LLC acted as the lead banks on the deal.

Pet Supplies Plus is a Farmington Hills, Mich.-based pet supplies store chain.

Ameristar closes

Ameristar Casinos Inc. closed on its $1.4 billion credit facility (Ba3/BB+), consisting of a $200 million five-year term loan A and a $500 million five-year revolver with both priced at Libor plus 275 bps and a $700 million seven-year term loan B priced at Libor plus 300 bps with a 1% Libor floor

The revolver has a 50 bps unused fee, and the term loan B was sold at an original issue discount of 99¾ and includes 101 soft call protection for one year.

During syndication, pricing on the Las Vegas-based gaming and entertainment company's term loan B was reduced from Libor plus 325 bps and the discount tightened from 991/2.

Deutsche Bank Securities Inc., Wells Fargo Securities LLC, Bank of America Merrill Lynch and J.P. Morgan Securities LLC acted the lead banks on the deal that is being used to help fund a share repurchase and to retire $1.5 billion of existing loan borrowings and senior notes as well as for general working capital.

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