Vistra, Kraton, GTT, Prime Security, Cinemark, Mister Car Wash break; Neiman bounces around

By Sara Rosenberg

New York, Dec. 13 – Deals from Vistra Operations Co. LLC, Kraton Polymers LLC, GTT Communications Inc., Prime Security Services Borrower LLC (ADT Corp.), Cinemark USA Inc. and Mister Car Wash all freed up for trading on Wednesday.

And, in other secondary news, Neiman Marcus Group Ltd. LLC’s term loan seesawed with the release of fiscal first quarter results that showed a year-over-year larger net loss and a decline in revenues and adjusted EBITDA.

Switching to the primary market, Virgin Media upsized its term loan I, Lightstone Generation LLC set the original issue discount on its term loan debt at the tight end of revised talk, and Oberthur Technologies Group SAS trimmed pricing on its term loan and disclosed sizes on the U.S. and euro pieces within the loan.

Additionally, Zodiac Pool Solutions SAS moved some funds between its first- and second-lien term loans and tightened spread and issue price on the first-lien tranche, and Rexnord Corp. firmed pricing on its first-lien term loan at the low end of guidance.

Also, Atkore International Inc. revised spread and original issue discount talk on its term loan and accelerated the commitment deadline, and Riverbed Technology Inc. surfaced with a repricing proposal.

Vistra begins trading

Vistra Operations’ $1 billion seven-year covenant-light term loan B-2 broke for trading on Tuesday, with levels quoted at 100½ bid, 101 offered, according to traders.

Pricing on the term loan B-2 is Libor plus 325 basis points with a 0.75% Libor floor, and it was sold at an original issue discount of 99.75. The loan has 101 soft call protection for six months.

On Monday, pricing on the B-2 loan was trimmed from Libor plus 350 bps, the Libor floor was reduced from 1% and the discount was revised from 99.5.

Deutsche Bank Securities Inc., Barclays, Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, Goldman Sachs Bank USA, RBC Capital Markets LLC, Natixis and UBS Investment Bank are leading the deal (Ba2/BB+) that will be used to fund a special dividend to the common shareholders of Vistra Energy Corp.

In addition, the company is seeking a $110 million upsizing to its existing revolver, which would bring the total revolver size to $860 million.

Vistra, a Dallas-based power generator and retail electric provider that was formerly known as Texas Competitive Electric Holdings Co. LLC, expects to close on the new debt financing on Wednesday.

Kraton hits secondary

Kraton Polymers’ $1,278,000,000 term loan B (Ba3/B+) due January 2022 freed to trade during the session, with levels seen at 100¾ bid, 101 offered, a trader said.

The term loan B is priced at Libor plus 400 bps with a 1% Libor floor and was issued at par. The debt has 101 soft call protection for six months.

Deutsche Bank Securities Inc., Credit Suisse Securities (USA) LLC and Nomura Securities International Inc. are leading the deal that will be used to reprice an existing term loan B from Libor plus 500 bps with a 1% Libor floor.

Closing is expected on Jan. 9.

Kraton is a Houston-based producer of engineered polymers and styrenic block copolymers.

GTT tops OID

GTT Communications’ credit facility emerged in the secondary market too, with the $700 million seven-year covenant-light term loan B quoted at 100½ bid on the break and then it moved up to 100¾ bid, 101¼ offered, according to a trader.

The term loan priced at Libor plus 400 bps with a 1% Libor floor, and it was sold at an original issue discount of 99.5. The loan has 101 soft call protection for six months.

On Monday, pricing on the term loan was lowered from talk of Libor plus 425 bps to 450 bps, and the discount was changed from 99.

The company’s $775 million credit facility (B1/B+) also includes a $75 million five-year revolver.

KeyBanc Capital Markets Inc., Credit Suisse Securities (USA) LLC and SunTrust Robinson Humphrey Inc. are leading the deal.

GTT acquiring Hibernia

Proceeds from GTT’s credit facility and $300 million of senior unsecured notes will be used to fund the purchase of Hibernia Networks and to refinance existing debt.

The ratio of total net debt to adjusted EBITDA at closing is expected to be about 4.5 times using pro forma combined third-quarter 2016 annualized adjusted EBITDA plus anticipated cost synergies.

Closing is expected by the end of first quarter 2017, subject to regulatory approvals and other customary conditions.

GTT is a McLean, Va.-based cloud networking provider. Hibernia is a provider of high-speed network connectivity solutions and an owner of terrestrial and subsea fiber assets.

Prime Security frees up

Prime Security Services’ $2,763,000,000 first-lien senior secured covenant-light term loan due May 2, 2022 also broke, with levels quoted at 100 7/8 bid, 101 3/8 offered, according to a trader.

Pricing on the term loan is Libor plus 325 bps with a 1% Libor floor, and it was issued at par. The debt has 101 soft call protection for six months.

Barclays, Deutsche Bank Securities Inc. and RBC Capital Markets LLC are leading the deal that will be used to reprice the existing first-lien term loan due 2022 and concurrently reallocate the outstanding balance of the first-lien term loan due 2021 to the 2022 tranche.

The existing 2021 and 2022 term loans are currently priced at Libor plus 375 bps with a 1% Libor floor.

Prime Security is a security services company.

Cinemark starts trading

Cinemark’s repriced $664 million covenant-light term loan B due May 8, 2022 was another deal to emerge in the secondary market, and levels were quoted at 100¼ bid, 100¾ offered, a source said.

Pricing on the term loan is Libor plus 225 bps with no Libor floor, and it was sold at an original issue discount of 99.75. The debt includes 101 soft call protection for six months.

Barclays is leading the deal that will be used to reprice the existing term loan from Libor plus 275 bps with no Libor floor.

Cinemark is a Plano, Texas-based motion picture exhibitor.

Mister Car Wash breaks

Mister Car Wash’s strip of $200 million add-on term loan and $40 million delayed-draw term loan debt began trading as well, with levels seen at 100¼ bid, 100¾ offered, a trader remarked.

Pricing on the term loans is Libor plus 425 bps with a step-down to Libor plus 400 bps at 4 times first-lien gross leverage and a 1% Libor floor. The debt was sold at an original issue discount of 99.25 and includes 101 soft call protection for six months. The delayed-draw tranche is available for one year, subject to pro forma net leverage of 4.5 times, and has a fee of half the spread from days 31 to 90 and the full spread thereafter.

On Monday, the funded add-on term loan was upsized from $180 million, pricing on the loans was lowered from Libor plus 450 bps, the step-down was added and the discount was revised from 99.

With this transaction, pricing on the company’s existing $196 million term loan is being lifted from Libor plus 400 bps with a 1% Libor floor to match pricing on the add-on term loan.

Mister Car Wash leads

Jefferies Finance LLC, BMO Capital Markets Corp., UBS Investment Bank and Nomura are leading Mister Car Wash’s new loans.

Proceeds will be used to repay revolver borrowings and fund a distribution to sponsor Leonard Green, and the delayed-draw term loan will be used for acquisitions.

Due to the recent add-on term loan upsizing, the company’s privately placed add-on unsecured notes offering was reduced to $57.5 million from $67.5 million, bringing the total amount of notes outstanding to $145 million, and cash is being added to the balance sheet.

Net first-lien leverage is 4.5 times, and net total leverage is 6.2 times.

Mister Car Wash is a Tucson, Ariz.-based car wash company.

Neiman seesaws

Also in trading, Neiman Marcus’ term loan opened the day at 85 bid, 89 offered as the company released financial results for its first fiscal quarter ended Oct. 29, but by late morning, the loan had moved to 89½ bid, 90½ offered, which is just a bit wider than Monday’s levels of 89¾ bid, 90¼ offered, one market source said.

However, another source had the loan quoted at 88¾ bid, 89¾ offered in the late morning, versus 90 bid, 90¾ offered in the prior session.

For the quarter, the company reported a net loss of $23.5 million, compared to a net loss of $10.5 million for the first quarter of fiscal year 2016.

Revenues for the quarter were $1.08 billion, down from $1.16 billion in the comparable period last year.

And, adjusted EBITDA for the quarter was $122.9 million, versus $164.3 million in the prior year.

Neiman is a Dallas-based luxury retailer.

Virgin revises size

Moving to the primary market, Virgin Media raised its eight-year term loan I to $3.1 billion from a minimum of $750 million, a market source said.

Pricing on the loan is Libor plus 275 bps with no Libor floor and an original issue discount of 99.75, and the debt includes 101 soft call protection for six months.

The upsizing came just one day after the company firmed the spread on the term loan I at the low end of the Libor plus 275 bps to 300 bps talk and modified the discount from 99.5.

Citigroup Global Markets Inc. is the global coordinator on the deal and joint bookrunner with Barclays, Bank of America Merrill Lynch, Credit Agricole CIB, Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., J.P. Morgan Securities LLC and Scotiabank. Scotiabank is the administrative agent.

Virgin refinancing

Virgin Media will use the new term loan I to refinance in full its £100 million term loan D and to redeem some of its £990 million 6% senior secured notes due 2021, and, as a result of the upsizing, to redeem all, instead of some, of its $900 million 5 3/8% senior secured notes due 2021 and to fully refinance a $1,855,000,000 term loan F, the source continued.

Commitments for the upsize loan are due at 5 p.m. ET on Wednesday, the source added.

Virgin Media, a subsidiary of Liberty Global plc, is a Hook, England-based provider of broadband, TV, mobile phone and home phone services.

Lightstone tweaked

Lightstone Generation finalized the original issue discount on its $1,575,000,000 seven-year covenant-light term loan B and $150 million funded letter-of-credit facility (term loan C) strip at 98, the tight end of revised talk of 97.5 to 98 and wide of initial talk of 99, included quarterly calls in the credit agreement and set MFN to now be applicable to all incremental pari debt, according to a market source.

Pricing on the term loans is Libor plus 550 bps with a 1% Libor floor, and there is 101 soft call protection for six months.

Previously in syndication, pricing on the term loans was increased from talk of Libor plus 475 bps to 500 bps, the 12-month MFN sunset was eliminated, and the excess cash flow sweep of 100% was changed to be effective upon closing instead of in the first full fiscal year.

Also, earlier in syndication, the incremental unlimited amounts was revised to be subject to 3 times net leverage from 4.25 times net leverage, subject to ratings affirmation, and non-ordinary course asset sale proceeds were outlined as required to repay term loan borrowings with no reinvestment rights.

Lightstone funding buyout

Proceeds from Lightstone Generation’s $1,825,000,000 credit facility (Ba3/BB-), which also includes a $100 million revolver, will be used to financing its purchase by Blackstone and ArcLight Capital Partners LLC from American Electric Power for about $2.17 billion.

Deutsche Bank Securities Inc., Credit Suisse Securities (USA) LLC, Jefferies Finance LLC, RBC Capital Markets, Goldman Sachs Bank USA and UBS Investment Bank are leading the debt.

Allocations are targeted for Wednesday, the source added.

Closing on the buyout is expected in the first quarter of 2017, subject to regulatory approvals from the Federal Energy Regulatory Commission, the Indiana Utility Regulatory Commission and federal clearance under the Hart-Scott-Rodino Antitrust Improvements Act of 1976.

Lightstone Generation is a portfolio of four power generation facilities.

Oberthur cuts spread

Oberthur Technologies trimmed pricing on its €2.1 billion equivalent seven-year U.S. and euro term loan to Libor/Euribor plus 375 bps from talk of Libor/Euribor plus 425 bps to 450 bps and revealed that the U.S. piece is sized at $760 million, while the euro tranche is sized at €1,385,000,000, according to a market source.

As before, the term debt has no floor, an original issue discount of 99.5 and 101 soft call protection for six months.

The company’s €2.4 billion equivalent senior secured credit facility (B2/B-/B+) also includes a €300 million multi-currency six-year revolver.

Recommitments were due by the close of business on Tuesday and allocations are targeted for Wednesday, the source said.

Oberthur lead banks

Deutsche Bank, Goldman Sachs International and Morgan Stanley are jointly leading syndication on Oberthur’s euro tranche, and Goldman Sachs is the left lead bookrunner on the U.S. tranche.

The new credit facility will be used to help fund the acquisition of Morpho for a total enterprise value of €2.5 billion and to refinance existing Oberthur debt, including €190 million senior notes due 2020.

Of the total term loan amount, 38% is a term loan B-1 that will be used for the refinancing and 62% is a term loan B-2 that will be used for the acquisition, the source added.

Pro forma net total leverage is 4.3 times based on pro forma September 2016 last-12-months EBITDA of €461 million.

Oberthur is a France-based provider of chip-based digital authentication products and solutions. Morpho is a provider of security and identity solutions.

Zodiac reworks deal

Zodiac Pool Solutions lifted its seven-year first-lien term loan (B3/B) to $520 million from $500 million, cut pricing to Libor plus 450 bps from Libor plus 475 bps and moved the original issue discount to 99.5 from 99, while leaving the 1% Libor floor and 101 soft call protection for six months intact, a market source remarked.

With the first-lien term loan upsizing, the company’s eight-year second-lien term loan (Caa2/CCC+) was decreased to $150 million from $170 million, the source continued. This tranche is still priced at Libor plus 900 bps with a 1% Libor floor and a discount of 98, and has call protection of 102 in year one and 101 in year two.

Also, the MFN sunset was removed and the company is required to host quarterly calls and provide management’s discussion and analysis.

The company’s $800 million credit facility includes a $130 million ABL revolver as well.

Zodiac being acquired

Proceeds from Zodiac Pool’s credit facility will be used to help fund its buyout by Rhone from the Carlyle Group, which is subject to regulatory approvals.

Credit Suisse Securities (USA) LLC, Bank of America Merrill Lynch, Deutsche Bank Securities Inc., Morgan Stanley Senior Funding Inc. and Nomura are leading the debt.

Recommitments were due at 3 p.m.ET on Tuesday and allocations are expected on Wednesday, the source added.

Zodiac Pool is a Paris-based manufacturer of residential pool equipment and automation solutions.

Rexnord updates pricing

Rexnord set the spread on its $1,606,000,000 covenant-light first-lien term loan (B1/BB-) due August 2023 at Libor plus 275 bps, the tight end of the Libor plus 275 bps to 300 bps talk, according to a market source.

The term loan still has a 1% Libor floor, an original issue discount of 99.75 and 101 soft call protection for six months.

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

Credit Suisse Securities (USA) LLC is leading the deal that will be used to help refinance an existing $1,801,000,000 first-lien term loan due August 2020 priced at Libor plus 300 bps with a 1% Libor floor.

The borrowers are RBS Global Inc. and Rexnord LLC.

Rexnord is a Milwaukee-based industrial company comprising two strategic platforms: process & motion control and water management.

Atkore modified

Atkore International changed spread talk on its $500 million seven-year covenant-light first-lien term loan (B2/B+) to Libor plus 300 bps from a range of Libor plus 300 bps to 325 bps and original issue discount talk to 99.75 from 99.5, a market source remarked.

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

Commitments are due at 5 p.m. ET on Wednesday, moved up from noon ET on Thursday, the source added.

Deutsche Bank Securities Inc., UBS Investment Bank, Credit Suisse Securities (USA) LLC, J.P. Morgan Securities LLC, RBS and Wells Fargo Securities LLC are leading the deal that will be used to refinance existing first- and second-lien term loans.

Atkore is a Harvey Ill.-based Electrical Raceway and Mechanical Products & Solutions provider.

Riverbed holds call

In more primary happenings, Riverbed Technology emerged in the morning with plans to host a lender call at 3 p.m. ET on Tuesday to launch a repricing of its $1,585,102,000 senior secured covenant-light term loan B (B1/B) due April 24, 2022, according to a market source.

The repriced term loan is talked at Libor plus 325 bps to 350 bps with a 1% Libor floor, a par issue price and 101 soft call protection for six months, the source said.

Consents/commitments are due at 5 p.m. ET on Monday.

Morgan Stanley Senior Funding Inc., Barclays, Citigroup Global Markets Inc. and Credit Suisse Securities (USA) LLC are leading the deal that will reprice the existing term loan from Libor plus 400 bps with a 1% Libor floor.

Riverbed is a San Francisco-based application performance infrastructure company.

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