Springer Science, Harbor Freight, Hemisphere Media, Genex, Bellisio, Arctic Glacier break

By Sara Rosenberg

New York, July 25 - Springer Science + Business Media's credit facility made its way into the secondary market on Thursday, with the U.S. term loan seen trading above its original issue discount price, and Harbor Freight Tools USA Inc., Hemisphere Media Group Inc., Genex Services Inc., Bellisio Foods Inc. and Arctic Glacier LLC freed up as well.

Over in the primary, True Religion Apparel Inc. revised sizes on its ABL revolver and second-lien term loan, reworked first-lien term loan pricing, shortened maturities on the term debt and sweetened second-lien call protection.

Also, Royal Adhesives and Sealants upsized is first-lien term loan B, firmed pricing and revised the call protection on its second-lien loan, and United States Infrastructure Corp. reduced the coupon on its first-lien term loan and tightened the discount price.

Additionally, Playa Funding, Bowie Resources LLC and Synagro Technologies Inc. guidance emerged, DSI Renal set discount talk, BMC Software revealed timing and pricing on its upcoming deal, and Continental Building Products LLC came out with new loan plans.

Springer frees up

Springer Science's credit facility broke for trading on Thursday, with the $1,591,000,000 seven-year first-lien covenant-light term loan quoted at 97 bid, 98 offered, according to a market source.

Pricing on the U.S. term loan is Libor plus 400 basis points with a 1% Libor floor and it was sold at an original issue discount of 961/2. There is 101 soft call protection for one year.

The company's credit facility (B2/B) also includes a €150 million revolver and a €615 million seven-year first-lien covenant-light term loan.

The euro term loan is priced at Euribor plus 425 bps with a 1% floor and was sold at 961/2. This tranche also has 101 soft call protection for one year.

During syndication, the U.S. term loan was upsized from $1,553,000,000 and pricing firmed at the tight end of the Libor plus 400 bps to 425 bps talk, and the euro term loan was upsized from €565 million and pricing finalized at the low end of the Euribor plus 425 bps to 450 bps talk. Also, both loans saw discounts tighten from revised talk of 96 but widen from initial talk of 99, and the call protection added.

Springer funding buyout

Proceeds from Springer's credit facility and €640 million of subordinated debt privately placed with Goldman Sachs Mezzanine fund will fund its roughly €3.3 billion purchase by BC Partners from EQT Partners and the Government of Singapore Investment Corp. The funds from the term loan upsizings will cover the larger than initially expected original issue discounts.

Credit Suisse Securities (USA) LLC, Goldman Sachs Bank USA, J.P. Morgan Securities LLC, Barclays, Nomura and UBS Securities LLC are leading the deal.

Springer is a Berlin-based STM publisher that provides scientific, professional and academic media content.

Harbor Freight starts trading

Harbor Freight Tools' $1 billion six-year senior secured covenant-light term loan (B1/B+) also freed up, with levels seen at par ¼ bid, par ¾ offered on the open and then it moved up to par ½ bid, 101 offered, a market source said.

Pricing on the term loan is Libor plus 375 bps with a 1% Libor floor and it was sold at discount of 993/4. The tranche includes 101 repricing protection for one year.

Recently, the spread on the loan was cut from Libor plus 400 bps and the discount was revised from 99.

Credit Suisse Securities (USA) LLC is leading the deal that is being used to refinance existing debt and fund a dividend to shareholders.

Harbor Freight is a Camarillo, Calif.-based provider of tools and equipment.

Hemisphere tops OID

Hemisphere Media's $175 million seven-year covenant-light term loan B (B2/B) began trading in the afternoon, with levels seen by sources at par bid, 101 offered.

Pricing on the loan is Libor plus 500 bps, after being increased the other day from Libor plus 450 bps. The loan has a 1.25% Libor floor and 101 soft call protection for one year, and was sold at an original issue discount of 99.

Deutsche Bank Securities Inc. is leading the deal that will be used to refinance term loans at the company's subsidiaries, Cine Latino Inc. and InterMedia Español Inc., and for general corporate purposes.

Pro forma total leverage is 4.3 times and net leverage is 0.3 times.

Hemisphere Media is a Miami-based Spanish-language media company.

Genex levels surface

Genex's credit facility also emerged in the secondary market, with the $190 million first-lien term loan (B1/B) quoted at par ¼ bid and the $55 million second-lien term loan (Caa1/CCC+) quoted ta par bid, 101 offered, a trader said.

Pricing on the first-lien term loan is Libor plus 425 bps with a step-down to Libor plus 400 bps if total leverage is less than 3.75 times after the delivery of June 30, 2014 financials. There is a 1% Libor floor and 101 soft call protection for one year, and it was sold at 991/2.

The second-lien term loan is priced at Libor plus 825 bps with a 1% Libor floor and was sold at 99. There is call protection of 102 in year one and 101 in year two.

During syndication, pricing on the first-lien loan firmed at the tight end of the Libor plus 425 bps to 450 bps talk, the step-down was added and the discount was changed from 99. And, the second-lien loan firmed at the low end of the Libor plus 825 bps to 850 bps talk, and the discount was moved from 981/2.

Genex recapitalizing

Proceeds from Genex's $270 million credit facility, which also includes a $25 million revolver (B1/B), will be used to refinance existing debt, fund a dividend and for general corporate purposes.

J.P. Morgan Securities LLC is leading the deal that

Genex is a Wayne, Pa.-based provider of cost containment and disability management services for the workers comp. industry.

Bellisio hits secondary

Another deal to begin trading was Bellisio Foods, with the $162 million six-year term loan B quoted at par bid, par ½ offered, according to a market source.

Pricing on the term loan B, a $20 million Canadian equivalent term loan and a $133 million delayed-draw term loan is Libor plus 425 bps with a 1% Libor floor and the debt was sold at an original issue discount of 991/2. The loans have 101 soft call protection for six months.

Earlier in the day, news emerged that the term loan B was upsized from $155 million, the Canadian term loan was added to the deal, the delayed-draw term loan was downsized from $160 million, pricing on the tranches was lifted from talk of Libor plus 375 bps to 400 bps, and the delayed-draw loan will carry the full spread out of the box as opposed to half the spread for the first 90 days and the full spread thereafter.

Bellisio getting revolver

Bellisio's $345 million credit facility (B2), which is being led by GE Capital Markets, also includes a $30 million five-year revolver.

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, prior to year end, to take out third-party mezzanine debt.

The delayed-draw term loan has a six month drawdown period.

Closing is targeted for Friday.

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

Arctic Glacier breaks

Arctic Glacier's $20 million add-on first-lien covenant-light term loan due May 2019 hit the secondary too, with levels quoted at 99¾ bid, par ¼ offered, according to a market source.

The add-on is priced at Libor plus 475 bps with a 1.25% Libor floor and has 101 repricing protection through November 2013, which is in line with the existing $260 million term loan that is fungible. The tranche was issued at 99¾ after tightening recently from 991/2.

Credit Suisse Securities (USA) LLC is leading the deal that is being used to repay revolver borrowings and for general corporate purposes.

Arctic Glacier is a Winnipeg-based manufacturer and distributor of packaged ice.

True Religion restructures

Moving to the primary, True Religion raised pricing on its the $375 million first-lien term loan to Libor plus 500 bps from Libor plus 450 bps, widened the original issue discount to 93 from 99, and shortened the maturity to six years from seven years, according to a market source. There is still a 1% Libor floor and 101 soft call protection for one year.

Also, the second-lien term loan was cut to $92.5 million from $110 million, the maturity was changed to 6½ years from eight years and the debt was made non-callable for one year, then at 103 in year two, 102 in year three and 101 in year four, instead of having call protection of 103 in year one, 102 in year two and 101 in year three, the source said.

In addition, the ABL revolver was upsized to $60 million from $50 million, and a roughly $17 million draw on the tranche, along with $2 million of additional cash from the balance sheet, will be used to fund the revised original issue discount on the first-lien term loan.

True Religion adjusts terms

Along with the size and pricing changes, True Religion lifted the excess cash flow sweep to 75% with a step to 50% at 2.5 times net first-lien leverage and to 25% at 1.5 times net first-lien leverage, from 50% with a step to 25% at 3 times net first-lien leverage and to 0% at 2 times net first-lien leverage, added a $25 million cap on cash netting from having no cap, and moved the restricted payment test to 4.25 times total net leverage from being subject to a 2 times fixed charge coverage ratio, the source remarked.

Furthermore, the accordion was trimmed to $75 million and a maximum amount up to 2.5 times net first-lien leverage and greater of $50 million and a maximum amount up to 3.75 times net secured leverage, from greater of $100 million and maximum amount up to 3 times net first-lien leverage on the first-lien term loan and greater of $100 million and maximum amount up to 4.25 times net secured leverage on the second-lien term loan.

Recommitments are due at noon ET on Friday.

True Religion being acquired

Proceeds from true Religion's credit facility will be used to help fund its buyout by TowerBrook Capital Partners LP for $32 per share in cash in a transaction valued at about $835 million. As a result of the second-lien term loan downsizing, the cash equity contribution was increased by $9 million, the source added.

Deutsche Bank Securities Inc., Jefferies Finance LLC, UBS Securities LLC and Macquarie Capital (USA) Inc. are leading the now $527.5 million senior secured credit facility.

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

True Religion is a Vernon, Calif.-based jeans and jeans-related sportswear company.

Royal Adhesives changes

Royal Adhesives and Sealants increased its five-year first-lien term loan B (B1/B) to $355 million from $350 million, set pricing at Libor plus 425 bps, the tight end of the Libor plus 425 bps to 450 bps talk, and firmed the discount at 99, the low end of the 98 to 99 talk, according to a market source.

As for the $154 million 51/2-year second-lien term loan (Caa2/CCC+), pricing came at Libor plus 850 bps, the wide end of the Libor plus 825 bps to 850 bps talk, but the discount firmed at 98, the low end of the 97 to 98 talk, the source said, adding that the debt is now non-callable for one year, then at 102 in year two and 101 in year three, instead of having hard call protection of 103 in year one, 102 in year two and 101 in year three.

Both term loans still have a 1.25% Libor floor and the first-lien loan still has 101 soft call protection for one year.

Royal covenant revisions

Also, Royal Adhesives cut the second-lien leverage cushion by 0.25 times to 7.25 times, trimmed the incremental basket to $50 million and lowered the restricted payment basket to $5 million, the source continued. The first-lien leverage cushion remained at 7 times.

The company's now $549 million senior secured credit facility, for which commitments were due at 4 p.m. ET, also provides for a $40 million five-year revolver (B1/B).

Allocations are expected on Friday, the source added.

Morgan Stanley Senior Funding Inc., Madison Capital and Jefferies Finance LLC are the joint bookrunners on the deal and joint lead arrangers with Nomura and KeyBanc Capital Markets LLC.

Proceeds will be used to fund the acquisition of ADCO Global and refinance existing bank debt. The funds from the first-lien term loan upsizing will pay for fees and expenses.

Royal Adhesives is a South Bend, Ind.-based manufacturer and marketer of high performance adhesives, sealants, encapsulants and specialty polymers.

U.S. Infrastructure tweaked

United States Infrastructure lowered pricing on its $430 million covenant-light first-lien term loan (B2/B) to Libor plus 375 bps from talk of Libor plus 425 bps to 450 bps and moved the original issue discount to 99½ from 99, according to a market source.

As before, the first-lien term loan has a 1% Libor floor and 101 soft call protection for six months.

The company's $670 million credit facility also includes a $75 million revolver (B2/B), and a $165 million second-lien term loan (Caa2/CCC+) that has been privately placed.

Deutsche Bank Securities Inc., General Electric Capital Corp. and RBC Capital Markets are leading the deal that will be used to help fund the buyout of the company by Leonard Green & Partners LP from Omers Private Equity.

Closing is expected in the third quarter.

United States Infrastructure is an Indianapolis-based provider of outsourced utility locating services.

Playa reveals guidance

In more primary news, Playa Funding held its bank meeting on Thursday morning, launching its $350 million six-year term loan B with talk of Libor plus 425 bps with a 1% Libor floor, an original issue discount of 99 and 101 soft call protection for one year, according to a market source.

The company's $375 million credit facility (B2/B+) also includes a $25 million revolver.

Commitments are due on Aug. 6, the source said.

Deutsche Bank Securities Inc. and Bank of America Merrill Lynch are leading the deal that will be used with $300 million of senior notes and a $325 million investment from Hyatt Hotels Corp. to capitalize the company.

Playa is an owner, operator and developer of all-inclusive resorts in the Dominican Republic, Mexico and Jamaica.

Bowie pricing

Bowie Resources released talk on its $335 million first-lien term loan B at Libor plus 500 bps to 525 bps with a 1% Libor floor, an original issue discount of 99 and 101 soft call protection for one year, and on its $121 million second-lien term loan at Libor plus 875 bps to 900 bps with a 1% Libor floor, a discount of 98 and hard call protection of 103 in year one, 102 in year two and 101 in year three, according to a market source.

The $491 million deal, which launched with a bank meeting in the morning, also includes a $35 million ABL revolver.

Commitments are due on Aug. 8, the source said.

Morgan Stanley Senior Funding Inc. and Deutsche Bank Securities Inc. are leading the facility that will help fund the $435 million acquisition of Canyon Fuel Co. LLC from Arch Coal Inc.

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

Bowie Resources is a Louisville, Ky.-based coal company.

Synagro launches

Synagro Technologies set talk of Libor plus 450 bps to 475 bps with a 1% Libor floor, an original issue discount of 99 and 101 soft call protection for one year on its $215 million seven-year term loan that launched in the morning, a market source said.

Also, talk came out on the company's $65 million five-year revolver at Libor plus 450 bps to 475 bps with no floor and a discount of 99, the source continued.

Lead bank, RBC Capital Markets, is asking for commitments by Aug. 7.

Proceeds from the $280 million credit facility will be used to help fund the buyout of the company by EQT Infrastructure II, which will be done as part of Synagro's plans of reorganization under its bankruptcy case.

Synagro is a Houston-based recycler of biosolids and other organic residuals.

DSI Renal OID

DSI Renal announced original issue discount talk of 99 on its $227 million seven-year term loan and a $13 million delayed-draw seven-year term loan that launched during the session, according to a market source.

Prior to the bank meeting, pricing guidance on the loans came out at Libor plus 425 bps with a 1% Libor floor, and it was disclosed that the debt has 101 soft call protection for six months.

The company's $280 million credit facility also provides for a $40 million five-year revolver.

GE Capital Markets, Ares, Fifth Third Securities Inc. and KeyBanc Capital Markets LLC are leading the transaction that will be used to refinance existing debt and fund a dividend.

DSI Renal is a Nashville, Tenn.-based provider of dialysis services.

BMC sets timing, talk

BMC Software scheduled a bank meeting for 2 p.m. BST in London on Monday and one for 2 p.m. ET in New York on Tuesday to launch its proposed senior secured credit facility, and ahead of the launches, price talk on the institutional debt was revealed, according to a market source.

The $3.2 billion seven-year first-lien covenant-light term loan is talked at Libor plus 400 bps and the €750 million seven-year first-lien covenant-light term loan is talked at Euribor plus 450 bps, with both having a 1% floor, an original issue discount of 99 and 101 soft call protection for six months, the source remarked.

In addition to the term loans, the credit facility includes a $350 million five-year revolver.

Commitments are due on Aug. 8, the source continued.

BMC lead banks

Credit Suisse Securities (USA) LLC, RBC Capital Markets, Barclays, Goldman Sachs Bank USA, Deutsche Bank Securities Inc., Citigroup Global Markets Inc., Mizuho Securities USA Inc. and Jefferies Finance LLC are the lead banks on BMC's credit facility.

Proceeds help fund the buyout of the Houston-based software company by Bain Capital, Golden Gate Capital, GIC Special Investments Pte Ltd. and Insight Venture Partners for $46.25 per share in cash, or about $6.9 billion.

Closing is expected later this year, subject to approval from BMC shareholders, which has been obtained, regulatory approvals and other customary conditions.

Continental Building readies deal

Continental Building Products set a bank meeting for 2 p.m. ET in New York on Monday to launch a $450 million credit facility that includes a $50 million five-year revolver, a $300 million seven-year first-lien covenant-light term loan and a $100 million 71/2-year second-lien covenant-light term loan, according to a market source.

Credit Suisse Securities (USA) LLC and RBC Capital Markets are leading the deal for which commitments are due on Aug. 8, the source said.

Proceeds will be used to help fund the roughly $700 million buyout of the company by Lone Star Funds.

Continental Building is a supplier of drywall for residential and commercial construction industries.

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