Otter Products tweaks deal, breaks; ION Trading, Encompass Digital Media changes surface

By Sara Rosenberg

New York, May 30 - Otter Products LLC upsized its term loan A, downsized its term loan B while firming the spread at the wide end of talk, and then the deal made its way into the secondary market on Friday, with the B tranche quoted above its original issue discount price.

In more happenings, ION Trading Technologies Sarl reduced its U.S. first- and second-lien term loan sizes and increased its euro first-lien loan amount, and Encompass Digital Media Inc. lifted pricing on its second-lien loan.

Also, Custom Sensors & Technologies, Lion Copolymer, Wayne Fueling Systems LLC and Consolidated Container Co. LLC joined the near-term calendar.

Otter reworks deal

Otter Products trimmed its six-year term loan B to $460 million from a revised amount of $500 million and an initial amount of $625 million, and set pricing at Libor plus 475 basis points, the high end of the Libor plus 450 bps to 475 bps talk, according to a market source.

On the flip side, the company's five-year term loan A was lifted to $165 million from $125 million, the source said. This tranche was added to the capital structure when the term loan B underwent its original downsizing.

As before, the term loan B has a 1% Libor floor, an original issue discount of 99 and 101 soft call protection for one year, and the term loan A is priced at Libor plus 375 bps with no Libor floor and an original issue discount of 991/2.

Amortization on the term loan B is 1% per annum, decreased earlier in syndication from 2%, and amortization on the term loan A is 10% per annum.

The company's $725 million credit facility (B1/B+) also includes a $100 million revolver.

Otter tops OID

With final terms in place, Otter Products' credit facility allocated and freed up for trading on Friday, with the term loan B quoted at 99 1/8 bid, 99½ offered, a trader remarked.

Bank of America Merrill Lynch, Credit Suisse Securities (USA) LLC, SunTrust Robinson Humphrey Inc. and KeyBanc Capital Markets are leading the deal that will be used to refinance existing debt and fund a dividend.

Otter Products is a Fort Collins, Colo.-based provider of protective cases for mobile devices.

ION restructures

Back in the primary, ION Trading trimmed its U.S. six-year first-lien term loan to $300 million from $400 million, and kept talk at Libor plus 325 bps with a 1% Libor floor, a par offer price and 101 soft call protection for one year, according to a market source.

Meanwhile, the euro six-year first-lien term loan was lifted to €400 million from €300 million, the source said. Talk was unchanged at Euribor plus 350 bps with a 1% floor, an original issue discount of 99¾ and 101 soft call protection for one year.

Lastly, the seven-year second-lien term loan was cut to $260 million from $300 million, while talk remained at Libor plus 675 bps with a 1% Libor floor, a par offer price and call protection of 102 in year one and 101 in year two.

The company's roughly $1.14 billion credit facility also includes a $40 million five-year revolver.

ION refinancing

Proceeds from ION Trading's credit facility and $10 million of additional equity will be used to refinance existing debt.

UBS AG is leading the deal.

Commitments were due at 5 p.m. ET on Friday, the source added.

This transaction is downsizing the amount of U.S. dollar first- and second-lien term loans that the company has through the issuance of the new euro term loan so as to decrease the borrower's foreign exchange exposure.

ION Trading is a provider of trading software.

Encompass tweaks second-lien

Encompass Digital Media flexed pricing higher on its $75 million eight-year second-lien term loan (Caa2/CCC+) to Libor plus 775 bps from Libor plus 750 bps, according to a market source, who said the 1% Libor floor, original issue discount of 99 and call protection of 103 in year one and 101 in year two were unchanged.

The company's $370 million credit facility also includes a $30 million five-year revolver (B2/B+), and a $265 million seven-year first-lien term loan (B2/B+) priced in line with talk at Libor plus 450 bps with a 1% Libor floor and a discount of 991/2.

The first-lien term loan has 101 soft call protection for six months.

BMO Capital Markets and Macquarie Capital are leading the deal that will be used to refinance existing debt and prefund payments related to a 2012 acquisition.

Encompass is a provider of mission-critical media capture, management and distribution services.

Custom Sensors readies deal

Custom Sensors & Technologies set a bank meeting for 10 a.m. ET in New York on Tuesday to launch a $665 million credit facility, according to a market source.

The facility consists of a $75 million five-year revolver, $470 million seven-year covenant-light first-lien term loan and a $120 million eight-year covenant-light second-lien term loan, the source said.

Deutsche Bank Securities Inc., Bank of America Merrill Lynch and Mizuho are leading the deal, with Deutsche Bank left lead on the first-lien loan and Bank of America left lead on the second-lien loan.

Proceeds from the credit facility and equity will be used to fund the acquisition of a majority stake in the company by The Carlyle Group and PAI Partners from Schneider Electric.

Custom Sensors is a designer and manufacturer of specialized high-end ultra-sensitive sensors, controls and actuation products used in mission critical applications.

Lion Copolymer on deck

Lion Copolymer scheduled a bank meeting for Wednesday to launch a $300 million term loan B, according to a market source.

Wells Fargo Securities LLC and HSBC Securities (USA) Inc. are leading the deal that will be used to refinance existing debt.

Lion Copolymer is a Geismar, La.-based manufacturer of synthetic rubber.

Wayne joins calendar

Wayne Fueling Systems plans to hold a bank meeting at 11 a.m. ET in New York on Tuesday to launch a new credit facility, according to a market source.

Citigroup Global Markets Inc. is leading the deal for which details are not yet available.

Proceeds will be used to help fund Riverstone Holdings LLC's buyout of the company from GE.

Wayne is an Austin, Texas-based designer, manufacturer and servicer of fuel dispensers and forecourt technologies.

Consolidated Container plans

Consolidated Container scheduled a call for 10 a.m. ET on Tuesday to launch an $80 million senior secured second-lien term loan that is being led by Citigroup Global Markets Inc., a market source said.

Consolidated Container is an Atlanta-based developer and manufacturer of rigid plastic packaging.

24 Hour Fitness closes

In other news, the buyout of 24 Hour Fitness Worldwide Inc. by AEA Investors and Ontario Teachers' Pension Plan from Forstmann Little & Co. has been completed, a news release said.

For the transaction, 24 Hour Fitness got a $1 billion credit facility (Ba3/B+) consisting of a $150 million revolver and an $850 million seven-year covenant-light term loan B.

Pricing on the term loan is Libor plus 375 bps with a 1% Libor floor and it was sold at an original issue discount of 99. There is 101 soft call protection for one year.

During syndication, pricing on the loan was lowered from Libor plus 400 bps, the discount was set at the wide end of the 99 to 99½ talk, call protection was extended from six months, the MFN sunset provision was eliminated and the incremental allowance was reduced to $250 million from $300 million.

J.P. Morgan Securities LLC led the deal for the San Ramon, Calif.-based fitness-club operator.

Vocus acquired

The purchase of Vocus by GTCR LLC for $18.00 per share, or about $446.5 million, has closed, according to a news release.

To help fund the transaction, Vocus, which is merging with Cision, got a new $465 million credit facility consisting of a $25 million five-year revolver (B+), a $325 million seven-year first-lien term loan (B+) and a $115 million 71/2-year second-lien term loan (CCC+).

The first-lien term loan, of which $140 million is delayed-draw, is priced at Libor plus 500 bps with a 1% Libor floor and was sold at an original issue discount of 99. There is 101 soft call protection for one year.

Pricing on the second-lien term loan is Libor plus 850 bps with a 1% Libor floor and it was sold at 99. This debt has call protection of 102 in year one and 101 in year two and includes a $40 million delayed-draw tranche.

The term loans have a ticking fee of half the spread from days 31 to 90 and the full spread thereafter.

Vocus lead banks

Jefferies Finance LLC, Deutsche Bank Securities Inc., BMO Capital Markets and AllyCommercial Finance led Vocus' credit facility.

During syndication, pricing on the first-lien term loan was increased from Libor plus 450 bps, the discount widened from 99½ and call protection was extended from six months, pricing on the second-lien term loan was raised from Libor plus 800 bps, the MFN sunset provision was eliminated and the excess cash flow sweep was lifted to 75% with step-downs from 50%.

Total leverage is 4.5 times.

Beltsville, Md.-based Vocus and Cision are providers of cloud-based marketing and public relations software.

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