City Brewing, Belfor break; ECL, Solis, MedRisk, Atlantic Power, Belron tweak deals

By Sara Rosenberg

New York, March 31 – City Brewing Co. LLC lowered pricing on its term loan B and changed the issue price before freeing up for trading on Wednesday, and Belfor Holdings Inc.’s add-on first-lien term loan made its way into the secondary market as well.

In other news, ECL Entertainment LLC upsized its first-lien term loan, tightened the spread, Libor floor and original issue discount, and modified the call protection, and Solis Mammography (SM Wellness Holdings Inc.) downsized its first-lien delayed-draw term loan while adding a privately placed second-lien delayed-draw term loan, and raised pricing and revised the issue price on its first-lien term debt.

Also, MedRisk firmed pricing on its first-lien term loan at the high end of guidance, and widened the Libor floor and the original issue discount, Atlantic Power Corp. (Thermal Asset portfolio) increased the size of its term loan B and lowered the spread, and Belron combined two tranches to create one new U.S. term loan B and lifted the Libor floor on the debt.

Furthermore, CoreLogic Inc., Tory Burch, Nutrisystem Inc. (KNS Acquisition Corp.), ArcLight NGPL Holdings LLC (AL NGPL Holdings LLC) and Priority Technology Holdings Inc. (Priority Holdings LLC) disclosed price talk with launch.

In addition, Savers Inc., Spencer Spirit and Pacific Dental Services LLC joined the near-term primary calendar.

City Brewing updated, trades

City Brewing reduced pricing on its $850 million seven-year term loan B (B1/B+) to Libor plus 350 basis points from Libor plus 375 bps and modified the original issue discount talk to a range of 99 to 99.5 from just 99 before firming at 99.5 later in the day, according to a market source.

The term loan still has a 0.75% Libor floor and 101 soft call protection for six months.

Recommitments were due at 11 a.m. ET on Wednesday and the term loan B broke for trading in the afternoon, with levels quoted at 99¾ bid, par ¼ offered, another source added.

JPMorgan Chase Bank is leading the deal that will be used to help fund the buyout of the company by a consortium of investors, including Charlesbank Capital Partners, Oaktree Capital Management LLC and Blue Ribbon Partners LLC, to refinance existing debt and to fund capital expenditures.

Closing is expected in April.

City Brewing is a manufacturer of alcoholic and non-alcoholic beverages.

Belfor hits secondary

Belfor’s fungible $155 million add-on first-lien term loan began trading during the session, with levels quoted at par ¼ bid, par ¾ offered, according to a market source.

Pricing on the add-on first-lien term loan is Libor plus 400 bps with a 0% Libor floor, in line with existing term loan pricing, and it was sold at an original issue discount of 99.875.

During syndication, the add-on term loan was upsized from $130 million and the discount was changed from 99.5.

JPMorgan Chase Bank is leading the deal that will be used to fund a distribution to shareholders, to repay second-lien borrowings and to add cash to the balance sheet.

Belfor is a Birmingham, Mich.-based disaster recovery and property restoration company.

ECL reworked

Back in the primary market, ECL Entertainment increased its seven-year first-lien term loan (B2/B-) to $335 million from $325 million, cut pricing to Libor plus 750 bps from Libor plus 800 bps, changed the Libor floor to 0.75% from 1% and adjusted the original issue discount to 99 from talk in the range of 98 to 98.5, a market source said.

Also, the call protection on the term loan was modified to non-callable for 1.5 years, then at 101 for the following two years from non-callable for 1.5 years, then at 102 for a year and 101 for a year.

The company’s now $355 million of credit facilities also include a $20 million revolver (Ba2/BB-).

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

Credit Suisse Securities (USA) LLC is leading the deal that will be used to refinance existing debt and finance expansion projects.

ECL is a regional gaming company.

Solis tweaks deal

Solis Mammography trimmed its 18-month commitment delayed-draw first-lien term loan to $25 million from $50 million and added a $25 million privately placed delayed-draw second-lien term loan to the capital structure, a market source remarked.

Pricing on the first-lien delayed-draw term loan and funded $300 million seven-year first-lien term loan, which are being sold as a strip, was flexed up to Libor plus 475 bps from talk in the range of Libor plus 425 bps to 450 bps, the original issue discount on the debt widened to 99 from 99.5 and a few changes were made to documentation, the source continued.

As before, the first-lien term loan debt has a 25 bps leverage-based step-down, a 0.75% Libor floor, 101 soft call protection for six months, and a ticking fee on the delayed-draw portion of half the margin from days 46 to 90 and the full margin thereafter.

Solis second-lien terms

Pricing on Solis Mammography’s funded $100 million eight-year second-lien term loan (Caa2/CCC) remained at Libor plus 800 bps with a 0.75% Libor floor and a discount of 98.5.

The second-lien term loan has hard call protection of 102 in year one and 101 in year two.

The company’s $475 million of senior secured credit facilities also include a $25 million five-year revolver.

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

Jefferies LLC is leading the deal that will be used to refinance the company’s existing capital structure.

Solis Mammography is an Addison, Tex.-based provider of mammography and related breast imaging services.

MedRisk changes emerge

MedRisk set the spread on its $750 million first-lien term loan (B2/B) at Libor plus 375 bps, the high end of the Libor plus 350 bps to 375 bps talk, revised the Libor floor to 0.75% from 0.5% and changed the original issue discount to 99 from 99.5, according to a market source.

The 101 soft call protection for six months on the term loan was unchanged.

Commitments were due at 5 p.m. ET on Wednesday and allocations are expected on Thursday morning.

The company’s $1.15 billion of credit facilities also include a $100 million revolver (B2/B) and a $300 million privately placed second-lien term loan.

UBS Investment Bank, BofA Securities Inc., Macquarie Capital (USA) Inc., Truist and Societe Generale are leading the deal that will help fund the buyout of the company by CVC Capital Partners. The Carlyle Group, MedRisk’s current majority owner, will retain a significant stake and maintain joint control in the company.

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

MedRisk is a King of Prussia, Pa.-based provider of managed physical medicine services for the workers’ compensation industry.

Atlantic Power revised

Atlantic Power raised its six-year term loan B to $370 million from $360 million and cut pricing to Libor plus 375 bps from talk in the range of Libor plus 400 bps to 425 bps, a market source remarked.

The term loan still has a 1% Libor floor, a discount of 99 and 101 soft call protection for one year.

The company’s now $415 million of credit facilities (Ba2/BB-) also include a $45 million revolver.

Recommitments are due at 11 a.m. ET on Thursday and allocations are expected in the afternoon, the source added.

RBC Capital Markets and MUFG are leading the deal that will be used to help fund the acquisition of Atlantic Power by I Squared Capital for $3.03 per share in cash, or about $961 million.

The transaction will be consummated by two separate entities, the Thermal Asset portfolio and the Hydro Asset portfolio. The Hydro Asset portfolio will be separately capitalized.

Closing is expected in the second quarter, subject to court approval of the arrangement, regulatory approvals, shareholder approval and certain third-party consents.

Atlantic Power is a Dedham, Mass.-based power producer.

Belron restructures

Belron combined its proposed $994 million extended seven-year covenant-lite term loan B and its proposed €735 million dollar denominated seven-year covenant-lite term loan B into one $1.855 billion seven-year term loan B, a market source said.

The term loan B is talked at Libor plus 250 bps with a 0.5% Libor floor and an original issue discount of 99 to 99.5. Previously, the €735 million dollar denominated tranche and the extended loan were talked with a 0% Libor floor, and the extended loan was talked with a 25 bps extension fee.

The company’s €840 million seven-year covenant-lite term loan B continues to be talked at Euribor plus 250 bps with a 0% floor and an original issue discount of 99.5 to 99.75.

The U.S. and euro seven-year terms loans are getting 101 soft call protection for six months.

Belron lead banks

BofA Securities Inc., Barclays, BNP Paribas and JPMorgan Chase Bank are the joint global coordinators and sustainability coordinators on Belron’s senior secured deal. JPMorgan is the physical bookrunner on the U.S. debt. BofA Securities, Barclays and BNP Paribas are the physical bookrunners on the euro debt. JPMorgan is the agent.

Recommitments were due at 11 a.m. ET on Wednesday, the source added.

The new debt will be used to fund a shareholder distribution, and refinance the U.S. and euro term loans due November 2024.

Belron, which is 54.85% owned by D’Ieteren Group and 40% owned by CD&R, is a United Kingdom-based provider of vehicle glass repair and replacement services.

CoreLogic launches

In more primary happenings, CoreLogic held its call on Wednesday and announced talk on its $4 billion seven-year first-lien term loan B (B1/B) at Libor plus 350 bps to 375 bps with a 0.5% Libor floor, an original issue discount of 99 to 99.5 and 101 soft call protection for six months, according to a market source.

Commitments are due at noon ET on April 13.

JPMorgan Chase Bank, Wells Fargo Securities LLC, Ares, BofA Securities Inc., Truist, Credit Suisse Securities (USA) LLC, KKR Capital Markets, Golub, RBC Capital Markets, Capital One, U.S. Bank, BMO Capital Markets, Citizens Bank, Fifth Third, KeyBanc Capital Markets, Macquarie Capital (USA) Inc., Nomura, MUFG, Stifel and SPC are leading the deal.

The term loan B will be used with a $750 million second-lien term loan (Caa1/CCC+) to help fund the buyout of the company by Stone Point Capital and Insight Partners for $80 per share in cash, or about $6 billion.

Closing is expected in the second quarter, subject to shareholder approval, regulatory approvals and other customary conditions.

CoreLogic is an Irvine, Calif.-based property information, analytics and data-enabled solutions provider.

Tory Burch talk

Tory Burch launched on its afternoon call its $600 million term loan B (Ba2/BB-) at talk of Libor plus 325 bps to 350 bps with a 0.5% Libor floor, an original issue discount of 99 and 101 soft call protection for six months, a market source said.

Commitments are due on April 14.

UBS Investment Bank, JPMorgan Chase Bank, BofA Securities Inc., Morgan Stanley Senior Funding Inc., HSBC Securities (USA) Inc. and MUFG are leading the deal that will be used to refinance existing debt and fund an equity tender offer.

Tory Burch is a retailer of clothing, shoes and accessories.

Nutrisystem guidance

Nutrisystem held its call in the afternoon and released talk on its $557 million seven-year covenant-lite term loan B (B1/B) at Libor plus 525 bps with a 0.75% Libor floor and an original issue discount of 98 to 98.5, according to a market source.

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

Commitments are due at 5 p.m. ET on April 13.

The company is also getting a $100 million privately placed second-lien loan.

Deutsche Bank Securities Inc., Nomura, Jefferies LLC, BNP Paribas Securities Corp. and Rabobank are leading the deal that will be used to fund the acquisition of Adaptive Health, a marketer and manufacturer of branded, condition-specific, science-backed nutritional supplements.

Nutrisystem is a Fort Washington, Pa.-based provider of weight loss and wellness programs.

ArcLight proposed terms

ArcLight NGPL came out with talk of Libor plus 400 bps to 425 bps with a 1% Libor floor and an original issue discount of 99 to 99.5 on its $400 million seven-year senior secured term loan (Ba3/B+) that launched with a call in the morning, a market source remarked.

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

Commitments are due at noon ET on April 9 .

Barclays, Goldman Sachs Bank USA, MUFG and Natixis are leading the deal that will be used to support the $830 million acquisition by an affiliate of ArcLight Capital Partners of a 25% stake in NGPL Holdings LLC, which indirectly owns 100% of Natural Gas Pipeline Co. of America LLC. The stake is being bought from Kinder Morgan Inc. and Brookfield Infrastructure Partners LP.

NGPL is a FERC-regulated natural gas pipeline system.

Priority price talk

Priority Technology launched on its afternoon call its $300 million six-year covenant-lite term loan B and $290 million delayed-draw term loan, which are being sold as a strip, at talk of Libor plus 525 bps to 550 bps with a 0.75% Libor floor and an original issue discount of 99, according to a market source.

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

The company’s $630 million senior secured deal (B2/B-) also includes a $40 million five-year revolver.

Commitments are due on April 14, the source added.

Truist Securities Inc. is leading the credit facilities that will be used with the sale of up to $250 million of perpetual senior preferred equity securities to fund the acquisition of Finxera Holdings Inc. for $425 million, of which $375 million is cash and $50 million is common stock, and to refinance existing debt.

Closing on the acquisition is expected in the third quarter, subject to regulatory approvals and other customary conditions. The term loan is expected to close in the second quarter.

Priority is an Alpharetta, Ga.-based payments technology company. Finxera is a San Jose, Calif.-based operator of a BaaS platform that allows enterprises to incorporate banking and payment services into their applications.

Savers plans call

Savers set a lender call for Tuesday to launch a new loan transaction, according to a market source.

KKR Capital Markets, Jefferies LLC and Credit Suisse Securities (USA) LLC are leading the deal that will be used to help fund the buyout of the company by Ares from Crescent Capital Group LP. Ares is currently a minority owner of the company, but will gain full ownership with this transaction.

Closing is subject to customary conditions.

Savers is a Bellevue, Wash.-based thrift store chain.

Spencer joins calendar

Spencer Spirit scheduled a lender call for noon ET on Thursday to launch a $359 million term loan B due 2026, a market source said.

Guggenheim is leading the deal that will be used to reprice an existing term loan B down from Libor plus 600 bps with a 0% Libor floor.

Spencer is an Egg Harbor Township, N.J.-based specialty retailer focused on lifestyle accessories and specialized Halloween merchandise.

Pacific Dental on deck

Pacific Dental Services will hold a lender call at 2 p.m. ET on Monday to launch a $600 million term loan B, according to a market source.

BNP Paribas Securities Corp., BofA Securities Inc., JPMorgan Chase Bank, KeyBanc Capital Markets and MUFG are leading the deal that will be used to refinance existing bank debt and for general corporate purposes.

Pacific Dental is an Irvine, Calif.-based provider of management services to affiliate dental practices.

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