Blackhawk, Netsmart, Zebra Technologies, ON Semiconductor, Truck Hero, Tekni-Plex break

By Sara Rosenberg

New York, May 23 – Blackhawk Network Holdings Inc.’s credit facilities began trading on Wednesday, with the first-lien term loan quoted above its original issue discount, and deals from Netsmart Inc., Zebra Technologies Corp. and ON Semiconductor Corp. hit the secondary market too.

Additionally, Truck Hero Inc. finalized the spread on its term loan at the high end of talk and Tekni-Plex Inc. upsized its incremental first-lien term loan, and then both of these deals freed up for trading as well.

In more happenings, Springs Window Fashions (SIWF Holdings Inc.) moved some funds between its first- and second-lien term loans, widened spreads and original issue discounts and sweetened call premiums, and Advanced Computer Software trimmed pricing on its U.S. term loan and adjusted original issue discount guidance.

Also, Microchip Technology Inc. increased the size of its term loan B, firmed the spread at the low end of talk and tightened the issue price, Rodan & Fields LLC released price talk with launch, and FirstLight Fiber (Flight Bidco Inc.) and Hoffmaster Group Inc. joined the near-term calendar.

Blackhawk hits secondary

Blackhawk Network’s credit facilities broke for trading on Tuesday, with the $1.35 billion seven-year covenant-light first-lien term loan (B1/B) quoted at par bid, par 3/8 offered, according to a trader.

Pricing on the first-lien term loan is Libor plus 300 basis points with a 25 bps step-down at 4 times gross first-lien leverage and a 0% Libor floor. The debt was sold at an original issue discount of 99.5 and has 101 soft call protection for six months.

On Monday, pricing on the first-lien term loan was lowered from talk in the range of Libor plus 325 bps to 350 bps, and the terms of the step-down were revised from 0.5 times inside closing first-lien leverage.

The company’s $2.15 billion of senior secured credit facilities also include a $400 million revolver (B1/B) and a $400 million eight-year covenant-light second-lien term loan (Caa1/CCC+).

The second-lien term loan is priced at Libor plus 700 bps with a 0% Libor floor and was issued at a discount of 99. This tranche has 101 hard call protection for one year.

Blackhawk funding buyout

Proceeds from Blackhawk’s credit facilities will be used to help fund its buyout by Silver Lake and P2 Capital Partners for $45.25 per share in cash. The transaction is valued at about $3.5 billion, including debt.

Bank of America Merrill Lynch, J.P. Morgan Securities LLC, Barclays, Citigroup Global Markets Inc., Goldman Sachs Bank USA, Wells Fargo Securities LLC, BMO Capital Markets, Deutsche Bank Securities Inc., Fifth Third, MUFG, RBC Capital Markets and SunTrust Robinson Humphrey Inc. are leading the debt, with Bank of America the left lead on the first-lien debt and JPMorgan the left lead on the second-lien debt.

Other funds for the transaction will come from up to $1,757,000,000 in equity.

Closing is expected in mid-2018, subject to receipt of stockholder and regulatory approvals, and customary conditions.

Blackhawk is a Pleasanton, Calif.-based financial technology company.

Netsmart starts trading

Netsmart’s bank debt emerged in the secondary as well, with the $167.5 million incremental first-lien term loan (B-) due April 2023 and repriced $479 million first-lien term loan (B-) due April 2023 quoted at par ¼ bid, par ¾ offered, and the repriced $167 million second-lien term loan due October 2023 quoted at 101 bid, 102 offered, a trader remarked.

Pricing on the first-lien term loan debt is Libor plus 375 bps with a 25 bps leverage-based step-down and a 1% Libor floor. The debt was issued at par and has 101 soft call protection for six months.

The second-lien term loan is priced at Libor plus 750 bps with a 1% Libor floor and was issued at par. This tranche has call protection of 102 in year one and 101 in year two.

During syndication, the pricing step-down was added to the first-lien term loan debt, the issue price on the add-on term loan was tightened from 99.75 and the spread on the second-lien term loan was lowered from Libor plus 775 bps.

Netsmart lead banks

Golub Capital and KKR Capital Markets are leading Netsmart’s bank debt. UBS Investment Bank is the administrative agent.

The incremental loan will be used to fund an acquisition, and the repricing will take the existing first-lien term loan down from Libor plus 450 bps with a 1% Libor floor and the existing second-lien term loan down from Libor plus 950 bps with a 1% Libor floor. The company is also eliminating the financial covenants from its first- and second-lien term loans.

Netsmart is an Overland Park, Kan.-based IT company focused on health and human services.

Zebra tops par

Zebra Technologies’ senior secured covenant-light term loan B due Oct. 27, 2021 broke, with levels quoted at par ¼ bid, par ½ offered, according to a trader.

Pricing on the term loan is Libor plus 175 bps with a 0.75% Libor floor and it was issued at par. The debt has 101 soft call protection for six months.

Currently the term loan is sized at $1,125,000,000 but the company is expecting to pay down that amount to $825 million with revolver borrowings.

Morgan Stanley Senior Funding Inc. and J.P. Morgan Securities LLC are leading the deal that will be used to reprice an existing term loan B due 2021 down from Libor plus 200 bps with a 0.75% Libor floor.

Closing is expected on May 31.

Zebra is a Lincolnshire, Ill.-based provider of marking and printing technologies.

ON Semiconductor breaks

ON Semiconductor’s $1,205,000,000 covenant-light term loan B (Baa3/BB) due March 2023 freed up too, with levels quoted at par ¼ bid, par ½ offered, a trader said.

Pricing on the term loan is Libor plus 175 bps with a 0% Libor floor and it was issued at par. The debt has 101 soft call protection for six months.

Deutsche Bank Securities Inc., Bank of America Merrill Lynch, HSBC Securities (USA) Inc., SMBC, BMO Capital Markets and MUFG are leading the deal that will be used to reprice an existing term loan down from Libor plus 200 bps with a 0% Libor floor.

Closing is expected on May 30.

ON Semiconductor is a Phoenix-based semiconductor company.

Truck Hero firms, trades

Truck Hero set pricing on its $859 million term loan at Libor plus 375 bps, the high end of the Libor plus 350 bps to 375 bps talk, and left the 0% Libor floor, par issue price and 101 soft call protection for six months intact, according to a market source.

After terms finalized, the loan began trading and levels were quoted at par bid, par ½ offered, the source said.

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

Truck Hero is an Ann Arbor, Mich.-based provider of truck bed covers and other truck and Jeep accessories.

Tekni-Plex upsizes, frees up

Tekni-Plex lifted its incremental covenant-light first-lien term loan due October 2024 to $90 million from $65 million, and left pricing at Libor plus 325 bps with a 25 bps leverage-based step-down, a 1% Libor floor and an original issue discount of 99.5, a market source said. The loan has and 101 soft call protection through October.

The spread, floor and call protection on the incremental loan matches the existing term loan.

Recommitments were due at noon ET on Wednesday and the debt broke for trading in the afternoon with levels seen at 99½ bid, par offered, another source added.

Credit Suisse Securities (USA) LLC is the left lead on the deal that will be used to fund a tuck-in acquisition.

Tekni-Plex is a King of Prussia, Pa.-based provider of specialty packaging solutions.

Springs Window reworked

Springs Window Fashions raised its seven-year first-lien term loan to $860 million from $840 million, revised pricing to Libor plus 425 bps from talk in the range of Libor plus 375 bps to 400 bps, moved the original issue discount to 99 from 99.5 and extended the 101 soft call protection to one year from six months, according to a market source.

Also, the company trimmed its eight-year second-lien term loan to $285 million from $305 million, lifted pricing to Libor plus 850 bps from talk in the range of Libor plus 775 bps to 800 bps, adjusted the discount to 95 from 99, and modified the hard call protection to 103 in year one, 102 in year two and 101 in year three from 102 in year one and 101 in year two, the source said.

Both term loans still have a 0% Libor floor.

The company’s $1.27 billion of credit facilities also include a $125 million five-year ABL revolver.

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

Springs being acquired

Proceeds from Springs Window’s credit facilities will be used to help fund its buyout by AEA Investors LP and British Columbia Investment Management Corp. from Golden Gate Capital.

Barclays, Deutsche Bank Securities Inc. and Nomura are leading the debt.

Pro forma first-lien net leverage is 4.9 times, compared to 4.8 times under the original structure. Total net leverage is unchanged at 6.5 times.

Closing is expected in June, subject to customary regulatory approvals.

Springs Window is a Middleton, Wis.-based manufacturer and seller of custom and stock window coverings and drapery hardware.

Advanced Computer tweaked

Advanced Computer Software cut pricing on its $341 million covenant-light first-lien term loan due May 31, 2024 to Libor plus 475 bps from talk in the range of Libor plus 500 bps to 525 bps, and changed original issue discount talk to a range of 99.5 to 99.75 from a range of 99 to 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 senior secured credit facilities also include a $50 million five-year revolver and a £244 million covenant-light first-lien term loan due May 31, 2024.

Recommitments were due at 5 p.m. ET on Wednesday and allocations are expected on Thursday, the source added.

Morgan Stanley Senior Funding Inc. and Goldman Sachs Bank USA are leading the deal that will be used to refinance and extend existing first-lien debt and refinance existing second-lien debt.

Advanced Computer is a U.K.-based provider of software and IT services.

Microchip sets changes

Microchip Technology increased its seven-year term loan B to $3 billion from $2 billion, firmed pricing at Libor plus 200 bps, the low end of the Libor plus 200 bps to 225 bps talk, and modified the issue price to par from 99.75, according to a market source.

The term loan still has a 0% 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 help fund the acquisition of Microsemi Corp. for $68.78 per share in cash. The acquisition price represents a total equity value of about $8.35 billion, and a total enterprise value of about $10.15 billion, after accounting for Microsemi’s cash and investments, net of debt, on its balance sheet at Dec. 31, 2017.

Microchip is a Chandler, Ariz.-based manufacturer of microcontroller, memory and analog semiconductors. Microsemi is an Aliso Viejo, Calif.-based provider of semiconductor solutions.

Rodan & Fields details

Also in the primary market, Rodan & Fields held its bank meeting on Wednesday and launched to investors $800 million of senior secured credit facilities (B1/BB), according to a market source.

The facilities consist of a $200 million five-year revolver, and a $600 million seven-year covenant-light term loan B talked at Libor plus 275 bps with a 0% Libor floor, an original issue discount of 99.5 and 101 soft call protection for six months, the source said.

Commitments are due at 5 p.m. ET on June 6.

Citigroup Global Markets Inc., Bank of America Merrill Lynch, J.P. Morgan Securities LLC, Deutsche Bank Securities Inc., Citizens Bank and MUFG are leading the deal that will be used to refinance existing credit facilities and pay a dividend to shareholders, excluding TPG.

Closing is expected in mid-June.

Rodan & Fields is a San Francisco-based producer of skincare products.

FirstLight on deck

FirstLight Fiber will hold a bank meeting on Thursday to launch $520 million of credit facilities, according to a market source.

The facilities consist of a $55 million five-year revolver (B2/B-), a $375 million seven-year first-lien term loan B (B2/B-) talked at Libor plus 350 bps with a 0% Libor floor, an original issue discount of 99.5 and 101 soft call protection for six months, and a $90 million eight-year second-lien term loan (Caa2/CCC) talked at Libor plus 750 bps with a 0% Libor floor, a discount of 99 and call protection of 102 in year one and 101 in year two, the source said.

Commitments are due on June 7.

UBS Investment Bank, TD Securities (USA) LLC, Jefferies LLC, Credit Agricole, Natixis and RBC Capital Markets are leading the deal that will be used to help fund the buyout of the company by Antin Infrastructure Partners from Oak Hill Capital Partners IV.

Closing is expected in the second half of this year, subject to customary conditions, including required regulatory approvals.

FirstLight is an Albany, N.Y.-based fiber-optic bandwidth infrastructure services provider.

Hoffmaster readies deal

Hoffmaster Group is set to hold a lender call on May 30 to launch a repricing of its $387 million first-lien term loan due November 2023 from Libor plus 450 bps with a 1% Libor floor, a market source said.

RBC Capital Markets is the left lead on the deal.

Hoffmaster is an Oshkosh, Wis.-based producer of specialty disposable tabletop products.

Northstar allocates

In other news, NorthStar Financial Services Group LLC allocated its $405 million in term loans on Wednesday, according to a market source.

The debt is split between a $290 million seven-year covenant-light first-lien term loan (B2/B+) priced at Libor plus 350 bps with a 0.75% Libor floor and an original issue discount of 99.5, and a $115 million eight-year second-lien term loan (Caa2/CCC+) priced at Libor plus 750 bps with a 0.75% Libor floor and a discount of 99.5.

The first-lien term loan has 101 soft call protection for six months and the second-lien term loan has hard call protection of 102 in year one and 101 in year two.

During syndication, pricing on the first-lien term loan firmed at the low end of the Libor plus 350 bps to 375 bps talk, and the second-lien term loan saw pricing set at the low end of the Libor plus 750 bps to 775 bps talk while the discount was tightened from 99.

Antares Capital, Macquarie Capital (USA) Inc. and Citizens Bank are leading the debt that will be used to fund the acquisition of FTJ FundChoice LLC, a turnkey asset management firm, from Seaport Capital.

Closing is expected in the second quarter, subject to customary conditions.

NorthStar, a portfolio company of TA Associates, is a financial services company.

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