Vistra, Marketo, FeeCo, Arclin, Creative Artists break; Multiple deals undergo changes

By Sara Rosenberg

New York, Jan. 31 – Deals from Vistra Operations Co. LLC, Marketo Inc., FeeCo and Arclin made their way into the secondary market on Wednesday, and Creative Artists Agency LLC’s term loan freed up following the addition of pricing step-down.

In more happenings, Scientific Games International Inc. upsized its term loan B-5 and finalized the spread at the tight end of guidance, and Lucid Energy Group II Borrower LLC increased the size of its term loan and trimmed pricing.

Also, PetVet Care Centers LLC upsized some of its term loans and tightened spreads and issue prices on its first-and second-lien debt, and MyEyeDr. moved some funds between its first-and second-lien term loans, and adjusted pricing and original issue discounts on the tranches.

Furthermore, Victory Capital Holdings Inc. lowered pricing on its term loan and revised the original issue discount, Altran Technologies updated terms on its U.S. and euro term loans, and EIG Management Co. LLC tightened the spread and issue price on its term loan.

Additionally, AGS (AP Gaming I LLC) released price talk with launch, and Gopher Resource LLC joined this week’s primary calendar.

Vistra tops issue price

Vistra’s $990 million term loan B-2 (Ba2/BB+) due Dec. 14, 2023 freed to trade, with levels seen at par 7/8 bid, 101 1/8 offered and then the debt moved up to 101 bid, 101¼ offered, according to a trader.

Pricing on the loan is Libor plus 225 basis points with a 25 bps step-down upon Moody’s corporate rating of Ba1 or better and a 0% Libor floor. The loan was issued at par and has 101 soft call protection for six months.

Deutsche Bank Securities Inc., Barclays, Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, Goldman Sachs Bank USA, RBC Capital Markets, Natixis and UBS Investment Bank are leading the deal that will be used to reprice an existing term loan down from Libor plus 275 bps with a 0.75% Libor floor.

Closing is expected during the week of Feb. 19.

Vistra, formerly known as Texas Competitive Electric Holdings Co. LLC, is a Dallas-based power generator and retail electric provider.

Marketo starts trading

Marketo’s credit facilities broke as well, with the $460 million seven-year covenant-light term loan B quoted at par bid, par ½ offered, a trader said.

Pricing on the term loan B is Libor plus 325 bps with a 0% Libor floor and it was sold at an original issue discount of 99.5. The debt has 101 soft call protection for six months.

The company’s $495 million of credit facilities (B3/B-) also include a $35 million five-year revolver priced at Libor plus 325 bps with a 0% Libor floor.

During syndication, the term loan B was upsized from $430 million, and pricing on the term loan B and revolver was reduced from talk in the range of Libor plus 375 bps to 400 bps.

Morgan Stanley Senior Funding Inc., Citigroup Global Markets Inc., Golub Capital, Jefferies LLC, Macquarie Capital (USA) Inc., Bank of America Merrill Lynch and Nomura Securities are leading the deal that will be used to refinance existing senior secured credit facilities, to provide cash on balance sheet for general corporate purposes and to pay fees and expenses.

Closing is expected on Feb. 7.

Marketo is a San Mateo, Calif.-based provider of engagement marketing software and solutions.

FeeCo frees up

FeeCo’s bank debt began trading too, with the $552.5 million seven-year covenant-light first-lien term loan quoted at par bid and the $175 million eight-year covenant-light second-lien term loan quoted at 99 bid, according to a trader.

Pricing on the first-lien term loan is Libor plus 450 bps with a 0% Libor floor, and it was sold at an original issue discount of 99.5. The debt has 101 soft call protection for six months.

The second-lien term loan is priced at Libor plus 850 bps with a 0% Libor floor and was issued at a discount of 98.5. This tranche has hard call protection of 102 in year one and 101 in year two.

During syndication, the first-lien term loan was upsized from $517.5 million and the second-lien term loan was downsized from $210 million.

Bank of America Merrill Lynch, Deutsche Bank Securities Inc., Barclays, Jefferies LLC and CIBC are leading the $727.5 million of term loans that will be used to help fund the acquisition of 51% of FeeCo by Madison Dearborn Partners from AmTrust Financial Services Inc. The transaction values FeeCo at $1.15 billion, plus up to an additional $50 million upon exit, subject to agreed thresholds.

Closing is expected in the first half of this year, subject to customary conditions and regulatory approvals.

FeeCo is an insurance-related fee revenue business.

Arclin hits secondary

Arclin’s $80 million incremental first-lien term loan due February 2024 and $478 million repriced first-lien term loan due February 2024 also broke, with levels quoted at par ½ bid, 101¼ offered, a market source remarked.

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

During syndication, the incremental loan was upsized from $40 million and the spread firmed at the low end of the Libor plus 350 bps to 375 bps talk.

Credit Suisse Securities (USA) LLC is leading the deal.

Proceeds from the incremental loan will be used to repay part of the company’s second-lien term loan, and, due to the recent upsizing, to pay a distribution to shareholders. The repricing will take the existing term loan down from Libor plus 425 bps with a 1% Libor floor.

The borrower is New Arclin U.S. Holding Corp.

Arclin is an Atlanta-based provider of surface overlay solutions and performance resins.

Creative Artists tweaked, breaks

Creative Artists added a step-down to its $770.2 million term loan B (B2/BB-) due Feb. 15, 2024 to Libor plus 275 bps when first-lien net leverage is less than or equal to 2.75 times, a market source remarked.

Pricing on the term loan remained at Libor plus 300 bps with a 0% Libor floor and a par issue price, and the debt still has 101 soft call protection for six months.

Bank of America Merrill Lynch is the left lead bank on the deal.

Recommitments were due at noon ET on Wednesday and the loan hit the secondary market in the afternoon with levels quoted at 101 bid, 101½ offered, a trader added.

Proceeds will be used to reprice an existing term loan B down from Libor plus 350 bps.

Creative Artists is a Los Angeles-based entertainment and sports firm.

Scientific Games updated

Scientific Games raised its covenant-light term loan B-5 due Aug. 14, 2024 to $4,175,000,000 from $3,775,000,000 and firmed pricing at Libor plus 275 bps, the low end of the Libor plus 275 bps to 300 bps talk, a market source said.

The term loan, which includes $900 million of incremental debt, still has a 0% Libor floor, an original issue discount of 99.75 for new dollars, a par issue price for rolled dollars and 101 soft call protection for six months.

Recommitments were due at 1:30 p.m. ET on Wednesday, the source added.

Bank of America Merrill Lynch, Deutsche Bank Securities Inc., J.P. Morgan, Fifth Third, Credit Suisse Securities (USA) LLC, Citizens Bank, Macquarie Capital (USA) Inc., PNC and Goldman Sachs Bank USA are leading the deal.

The company also upsized its U.S. notes offering to $900 million from $500 million, and is still planning on getting €575 million in euro notes.

Proceeds from the loan and notes will be used to refinance an existing term loan B-4 and other existing debt, and the additional proceeds raised will refinance the remaining 7% senior secured notes due 2022, pay breakage costs and repay revolver borrowings.

Scientific Games is a Las Vegas-based gaming and technology company.

Lucid reworked

Lucid Energy Group lifted its term loan to $950 million from $900 million and lowered pricing to Libor plus 300 bps from Libor plus 350 bps, according to a market source.

The term loan still has a 1% Libor floor, an original issue discount of 99.5 and 101 soft call protection for six months.

The company’s now $1 billion of credit facilities also include a $50 million super-priority revolver.

Recommitments were due at noon ET on Wednesday, the source said.

Jefferies LLC is leading the deal that will be used to fund the acquisition of the company by Riverstone Holdings and Goldman Sachs Merchant Banking Division and to finance system expansion.

Lucid Energy is a Dallas-based natural gas gathering and processing company operating in the Northern Delaware Basin.

PetVet changes emerge

PetVet Care Centers raised its funded seven-year first-lien term loan to $510 million from $470 million, its seven-year first-lien delayed-draw term loan to $150 million from $125 million and its eight-year second-lien delayed-draw term loan to $75 million from $50 million, a market source said.

Also, pricing on the first-lien term loan debt was cut to Libor plus 275 bps from talk in the range of Libor plus 300 bps to Libor plus 325 bps and the original issue discount was revised to 997.5 from 99.5, and pricing on the company’s $215 million eight-year funded second-lien term loan and second-lien delayed-draw term loan was trimmed to Libor plus 625 bps from Libor plus 700 bps and the original issue discount was revised to 99.5 from 99, the source continued.

Furthermore, the second-lien delayed-draw term loan will now be privately placed, and second-lien allocations will only include the funded second-lien term loan. As before, the first-lien term debt will be allocated as a strip of funded and delayed-draw term loan.

The first-lien term debt still has a 0% Libor floor and 101 soft call protection for six months, the second-lien debt still has a 0% Libor floor and hard call protection of 102 in year one and 101 in year two, and the delayed-draw loans still have a 1% ticking fee for 24 months.

PetVet getting revolver

Along with the first-and second-lien term loans, PetVet’s now $1,025,000,000 of credit facilities also include a $75 million revolver.

Recommitments were due at 2 p.m. ET on Wednesday, the source added.

Jefferies and KKR Capital Markets are leading the deal that will be used to help fund the buyout of the company by KKR from Ontario Teachers’ Pension Plan, L Catterton and other existing shareholders.

As a result of the funded first-lien term loan upsizing, the amount of equity being used for the transaction was reduced.

PetVet is a Westport, Conn.-based acquirer and operator of general practice and specialty veterinary hospitals for companion animals.

MyEyeDr. restructures

MyEyeDr. upsized its seven-year first-lien term loan to $465 million from $440 million, cut pricing to Libor plus 300 bps from Libor plus 325 bps, added a step-down to Libor plus 275 bps at 4.25 times gross first-lien leverage and tightened the original issue discount to 99.75 from 99.5, according to a market source.

Also, the company downsized its eight-year second-lien term loan to $135 million from $160 million, reduced pricing to Libor plus 675 bps from Libor plus 725 bps and moved the discount to 99.5 from 99, the source said.

As before, the first-lien term loan has a 1% Libor floor and 101 soft call protection for six months, and the second-lien term loan has a 1% Libor floor and call protection of 102 in year one and 101 in year two.

The company’s $675 million of credit facilities also include a $75 million revolver.

Recommitments were due at 5 p.m. ET on Wednesday and allocations are targeted for Thursday.

Goldman Sachs Bank USA, RBC Capital Markets, Credit Suisse Securities (USA) LLC, Barclays, Jefferies LLC and Golub Capital are leading the deal that will be used to refinance existing debt.

MyEyeDr. is the business name for Capital Vision Services LLC, a Vienna, Va. eye-care management company.

Victory flexes down

Victory Capital cut pricing on its $325 million covenant-light term loan B to Libor plus 275 bps from talk in the range of Libor plus 300 bps to 325 bps and changed the original issue discount to 99.75 from 99.5, a market source remarked.

As before, the term loan has a 0% Libor floor and 101 soft call protection for six months.

The company’s $375 million of credit facilities also include a $50 million revolver.

Commitments continue to be due at noon ET on Tuesday.

RBC Capital Markets and JPMorgan are leading the deal that will be used with funds from an initial public offering to refinance the company’s existing debt.

Victory Capital is a Brooklyn, Ohio-based asset management firm. Crestview Partners and Reverence Capital Partners are the sponsors.

Altran modifies deal

Altran Technologies revised the original issue discount on its $300 million seven-year senior secured term loan B (Ba2/BB) and €1.88 billion seven-year senior secured term loan B (Ba2/BB) to 99.75 from 99.5, according to a market source.

Pricing on the U.S. loan is still Libor plus 275 bps, and pricing on the euro loan was increased to Euribor plus 325 bps from initial talk of Euribor plus 300 bps, the source said. Both tranches still have a 0% floor and 101 soft call protection for six months.

Post an expected €750 million equity issuance, the euro term loan will be reduced to €1.38 billion, pricing on the euro loan will drop to Euribor plus 275 bps and pricing on the U.S. loan will step-down to Libor plus 225 bps.

Both tranches have a pricing grid, which was altered. Under the new grid, if net leverage is 3.5 times to less than 4 times, the U.S. loan will step-down to Libor plus 250 bps and the euro loan will step-down to Euribor plus 300 bps. If net leverage is 3 times to less than 3.5 times, the U.S. tranche will step-down to Libor plus 225 bps and the euro tranche will step-down to Euribor plus 275 bps. And, if net leverage is less than 3 times, the euro tranche will step-down to Euribor plus 250 bps, the source said.

Altran lead banks

Goldman Sachs Bank USA, Credit Agricole CIB and Morgan Stanley Senior Funding Inc. are leading Altran’s term loans.

Recommitments were due at noon ET on Wednesday and allocations are expected on Thursday, the source added.

Proceeds will be used with a potential €250 million bridge facility to fund the acquisition of Aricent from a group of investors led by KKR for €1.7 billion in an all-cash transaction and to early redeem some existing medium- and long-term debt.

Altran is a France-based engineering and industrial consulting company. Aricent is a Redwood City, Calif.-based pure-play product engineering services firm.

EIG revised

EIG Management flexed pricing on its $220 million term loan (Ba2/BB+) to Libor plus 375 bps from talk in the range of Libor plus 400 bps to 425 bps and modified the original issue discount to 99.625 from 99.5, according to a market source.

The term loan still has a 1% Libor floor and 101 soft call protection for six months.

Recommitments were due at 5 p.m. ET on Wednesday, the source said.

J.P. Morgan Securities LLC is leading the deal that will be used to refinance an existing term loan and provide funding for a joint venture with FS Investments that positions the portfolio to create long term value for FS Energy and Power Fund investors.

EIG is a Washington, D.C.-based financial services provider.

AGS details surface

Also in the primary market, AGS launched on its lender call on Wednesday a $512.5 million term loan (B2) talked at Libor plus 425 bps with a 1% Libor floor, a par issue price and 101 soft call protection for six months, a market source said.

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

Jefferies LLC is leading the deal that will be used to reprice an existing term loan down from Libor plus 550 bps with a 1% Libor floor.

AGS is a Las Vegas-based manufacturer and operator of gaming machines.

Gopher on deck

Gopher Resource set a bank meeting for 10 a.m. ET in New York on Thursday to launch $490 million of credit facilities, according to a market source.

The facilities consist of a $40 million revolver, and a $450 million seven-year covenant-light first-lien term loan talked 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 said.

Commitments are due on Feb. 15.

Credit Suisse Securities (USA) LLC, Barclays and BMO Capital Markets are leading the deal that will be used to fund the acquisition of the company by Energy Capital Partners.

Gopher is a recycler of lead-acid batteries.

Meredith closes

In other news, Meredith Corp. closed on its $2.15 billion of senior secured credit facilities (Ba2/BB) consisting of a $350 million five-year revolver and a $1.8 billion seven-year covenant-light term loan B, a news release said.

Pricing on the term loan is Libor plus 300 bps with a 0% 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 lowered from Libor plus 325 bps and the discount was tightened from 99.5.

RBC Capital Markets, Credit Suisse Securities (USA) LLC, Barclays and Citigroup Global Markets Inc. are leading the deal that will be used with $1.4 billion of senior unsecured notes and a $650 million preferred equity commitment from Koch Equity Development to fund the acquisition of Time Inc. for $18.50 per share in an all-cash transaction valued at $2.8 billion and to refinance existing debt.

Pro forma leverage is around 2.9 times, including expected synergies.

Meredith is a Des Moines-based media and marketing company. Time is a New York-based media company.

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