TransUnion, Camping World emerge in secondary; Charter dips on Time Warner purchase news

By Sara Rosenberg

New York, May 26 – Deals from TransUnion LLC and Camping World Inc. freed up for trading on Tuesday, and Charter Communications Inc.’s term loans were softer as news emerged that the company agreed to purchase Time Warner Cable Inc.

Over in the primary market, Hyland Software Inc., Emerging Markets Communications LLC, Penn Engineering & Manufacturing Corp., Retail Solutions Group, Internet Brands Inc., Ineos Finance plc, TransFirst Inc. and Pregis Corp. North America joined this week’s calendar.

TransUnion frees up

TransUnion’s $1,881,000,000 term loan B-2 due April 2021 hit the secondary market on Tuesday, with levels quoted at 99 7/8 bid, par 1/8 offered, according to a trader.

Pricing on the B-2 loan is Libor plus 300 basis points with a step-down to Libor plus 275 bps at 4.25 times secured leverage and a 0.75% Libor floor. The step-down will still be triggered upon completion of an initial public offering of equity securities and 5 times net total leverage through the holdco. The debt was sold at an original issue discount of 99.75 and has 101 soft call protection for six months.

During syndication, the leverage test for the pricing step-down was revised from 4.5 times secured leverage.

Deutsche Bank Securities Inc., Goldman Sachs Bank USA, Bank of America Merrill Lynch, RBC Capital Markets and Credit Suisse Securities (USA) LLC are leading the deal that will be used to refinance an existing term loan due April 2021 priced at Libor plus 300 bps with a 1% Libor floor.

Closing is expected on June 2.

TransUnion amendment

Along with the refinancing, TransUnion is amending its credit facility to permit the incurrence of new pro rata facilities to be substituted for an existing revolver.

The company said in a recent 8-K filing with the Securities and Exchange Commission that it plans to get a new $210 million revolver due 2020 and a new $325 million to $350 million term loan due 2020.

Proceeds from the new term loan due 2020 and from an IPO will be used to redeem $600 million of 9.625%/10.375% senior PIK toggle notes due 2018 and $400 million of 8.125%/8.875% senior PIK toggle notes due 2018.

TransUnion is a Chicago-based provider of information management and risk management services.

Camping World breaks

Camping World’s $95 million add-on term loan and repriced term loan also began trading, with levels quoted at par bid, par ¾ offered, a trader said.

Pricing on the term debt is Libor plus 425 bps with a 1% Libor floor, and there is 101 soft call protection for six months. The add-on was issued at a discount of 99.75 after firming recently at the tight end of the 99.5 to 99.75 talk, and the repricing was issued at par.

Goldman Sachs Bank USA is leading the deal.

Proceeds from the add-on will be used to fund a dividend, and the repricing is taking the existing term loan down from Libor plus 475 bps with a 1% Libor floor.

Camping World is a supplier of RV parts, supplies and accessories.

Charter weakens

Also in trading, Charter Communications’ term loans E and F dropped to 99 1/8 bid, 99½ offered from 99 5/8 bid, 99 7/8 offered following the announcement that the company will be buying Time Warner Cable and will be taking on a lot of debt to complete the transaction, a trader remarked.

In a morning conference call, company officials said that commitments for more than $31 billion in debt have been obtained to help fund the acquisition of Time Warner Cable and the previously announced purchase of Bright House Networks.

Charter is buying Time Warner for $100 in cash and shares of a new public parent company (New Charter) equivalent to 0.5409 shares of Charter for each Time Warner Cable share outstanding. There is also an option for $115 of cash and New Charter shares equivalent to 0.4562 shares of Charter for each Time Warner Cable share. The deal values Time Warner Cable at $78.7 billion.

Meanwhile, Bright House Networks is being bought from Advance/Newhouse Partnership for $5.9 billion of exchangeable common partnership units, $2.5 billion of convertible preferred partnership units that will pay a 6% coupon and $2 billion in cash.

Charter debt plans

Charter’s debt commitments include $23 billion relating to the $100 per share cash portion of the Time Warner merger, a $4 billion bridge loan to fund the extra $15 per share if elected, $2 billion for the cash portion of the Bright House acquisition, and a $1.7 billion increase to its existing revolver so that it will total $3 billion, officials remarked in the call.

Bank of America Merrill Lynch, Credit Suisse, Goldman Sachs and UBS Investment Bank are leading the financing for the Stamford, Conn.-based broadband services and technology company.

The commitment papers allow for significant flexibility to finance into various types of debt securities at various levels, and the company plans to be opportunistic with respect to the tranching and timing in placing that debt, officials added in the call.

At close, pro forma debt would be nearly $62 billion, with leverage of 4.5 times 2015 estimated pro forma adjusted EBITDA. If the extra cash is elected in the Time Warner deal, debt would be about $66 billion, and leverage would be around 4.8 times.

Closing on the acquisitions is expected by the end of this year, subject to approval by both Charter and Time Warner Cable shareholders, regulatory review and other customary conditions.

Hyland readies deal

In other happenings, Hyland Software surfaced with plans to hold a bank meeting at 2:30 p.m. ET in New York on Wednesday to launch an $820 million credit facility, according to a market source.

The facility consists of a $40 million revolver, a $600 million seven-year first-lien covenant-light term loan talked at Libor plus 375 bps with a 1% Libor floor, an original issue discount of 99.75 and 101 soft call protection for six months, and a $180 million eight-year second-lien covenant-light term loan talked at Libor plus 750 bps with a 1% Libor floor, a discount of 99 and call protection of 102 in year one and 101 in year two, the source remarked.

Commitments are due on June 10.

Credit Suisse Securities and Goldman Sachs Bank USA are leading the deal that will be used to fund the acquisition and recapitalization of the company by Thoma Bravo Equity Fund XI. Thoma Bravo, the current owner of Hyland, is basically selling the company from one fund to another.

Hyland is a Westlake, Ohio-based enterprise content-management software developer.

Emerging Markets joins calendar

Emerging Markets Communications intends to hold a bank meeting at 10:30 a.m. ET in New York on Thursday to launch a $400 million credit facility, a market source remarked.

The facility consists of a $40 million revolver, a $268 million first-lien term loan B and a $92 million second-lien term loan, the source continued.

Morgan Stanley Senior Funding Inc., Citizens Bank and Macquarie Capital (USA) Inc. are leading the deal that will be used to fund the acquisition of MTN Communications.

Closing is expected by the end of this quarter, subject to regulatory review and other customary conditions.

Emerging Markets Communications is a Miami-based provider of hybrid global satellite and terrestrial communications. MTN is a Miramar, Fla.-based provider of communications and content for remote locations.

Penn Engineering on deck

Penn Engineering set a lender call for 10 a.m. ET on Wednesday to launch a $219 million first-lien covenant-light term loan due August 2021 and a €226 million first-lien covenant-light term loan due August 2021 first-lien covenant-light term loan due August 2021, according to a market source.

The loans are talked at Libor/Euribor plus 300 bps with a 1% floor, a par issue price and 101 soft call protection for six months, the source said.

Commitments are due at noon ET on June 2.

Credit Suisse Securities and RBS Citizens are leading the deal that will be used to reprice the company’s existing U.S. dollar and euro term loans down from Libor/Euribor plus 350 bps with a 1% floor.

Penn Engineering is a Danboro, Pa.-based manufacturer of highly engineered specialty fasteners.

Retail Solutions coming soon

Retail Solutions Group scheduled a bank meeting for Wednesday afternoon to launch a $150 million term loan B, a market source said, adding that early one-on-one meetings regarding the loan have already taken place.

Jefferies Finance LLC is leading the deal.

Retails Solutions Group, a provider of omni-channel solutions for mid-sized and large retailers, is being spun off from Epicor Software Corp. into a separate privately held company under common ownership by funds advised by Apax Partners.

Completion of the spin-off is expected in June.

Internet Brands plans loan

Internet Brands will hold a lender call at 9 a.m. ET on Wednesday to launch a $100 million incremental first-lien term loan due July 8, 2021 talked at Libor plus 375 bps with a step-up to Libor plus 400 bps, a 1% Libor floor and 101 soft call protection through July 2015, according to a market source.

The spread, floor and call protection match the existing first-lien term loan.

Original issue discount talk on the incremental term loan is still to be determined, the source said.

Commitments are due at 5 p.m. ET on Friday.

Credit Suisse Securities, RBC Capital Markets and KKR Capital Markets are leading the deal that will be used for general corporate purposes.

The borrowers are MH Sub I LLC and Micro Holding Corp.

Internet Brands is an El Segundo, Calif.-based provider of vertically focused online media and software services.

Ineos sets call

Ineos Finance plans to hold a lender call at 11 a.m. ET on Wednesday to launch an extension of its roughly $2.48 billion and €889 million term loans to Dec. 15, 2020 from May 4, 2018, a market source said.

Commitments are due at 5 p.m. ET and 5 p.m. BST on Friday, the source added.

Bank of America Merrill Lynch and Barclays are leading the deal.

Ineos is a London-based manufacturer of petrochemicals, specialty chemicals and oil products.

TransFirst readies loans

TransFirst set a lender call for Thursday morning to launch $130 million in incremental term loans and a repricing of its existing first-lien term loan debt, according to a market source.

The incremental loans consist of a $65 million incremental first-lien term loan talked at Libor plus 375 bps to 400 bps with a 1% Libor floor and an original issue discount of 99.5, and a $65 million incremental second-lien term loan talked at Libor plus 800 bps with a 1% Libor floor and a discount of 99.5, the source said.

And, the first-lien term loan repricing is talked at Libor plus 375 bps to 400 bps with a 1% Libor floor, compared to current pricing of Libor plus 450 bps with a 1% Libor floor.

The first-lien term loan debt will get 101 soft call protection for six months, and the second-lien term loan will get call protection of 102 in year one and 101 in year two, the source continued.

Jefferies Finance, Guggenheim and Nomura are leading the deal.

Proceeds from the incremental debt will be used to repay a $132 million shareholder-level loan.

Existing lenders will be offered an amendment fee to allow for this transaction, the source added.

TransFirst is a Hauppauge, N.Y.-based provider of secure payment processing.

Pregis coming to market

Pregis scheduled a lender call for Wednesday to launch a $57 million add-on first-lien term loan and a repricing of its existing roughly $227 million first-lien term loan from Libor plus 400 bps with a 1% Libor floor, according to a market source.

Goldman Sachs Bank USA and Barclays are leading the deal.

Proceeds from the add-on term loan will be used to repay some second-lien term loan debt and for acquisition financing.

Pregis is a Deerfield, Ill.-based protective packaging materials and systems manufacturer.

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