Carrols Restaurant, Sabre Industries, Addison break; Nordam, Utopia Pipeline update deals

By Sara Rosenberg

New York, April 4 – Carrols Restaurant Group Inc.’s credit facilities freed to trade on Thursday, with the term loan B quoted above its original issue discount, and Sabre Industries saw its term loan B surface in the secondary market as well.

Also, Addison Group finalized the spread and original issue discount on its term loan at the wide end of guidance, and then the debt broke for trading as well.

In other happenings, Nordam Group LLC increased the size of its term loan B, trimmed the spread and extended the call protection, and Utopia Pipeline (Riverstone Utopia Member LLC) tightened the original issue discount on its incremental term loan B.

Additionally, Neovia Logistics, Barracuda Networks Inc. and RadNet Management Inc. released price talk with launch, and Vizient Inc. and NEO Tech Inc. joined the near-term primary calendar.

Carrols frees up

Carrols Restaurant Group’s credit facilities broke for trading, with the $425 million seven-year covenant-lite term loan B quoted at 99 7/8 bid, 100 3/8 offered, a market source said.

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

During syndication, the term loan was upsized from $400 million, the spread was trimmed from Libor plus 350 bps, a 25 bps step-down at 2.75 times first-lien leverage was added and then removed, and the discount was tightened from 99.

The company’s $525 million of senior secured credit facilities (B2/B) also include a $100 million five-year revolver.

Wells Fargo Securities LLC, Rabobank, M&T Bank and SunTrust Robinson Humphrey Inc. are leading the deal.

Carrols/Cambridge transaction

Proceeds from Carrols’ credit facilities will be used to refinance debt assumed in connection with the acquisition of 166 Burger King and 55 Popeyes restaurants from Cambridge Franchise Holdings LLC, to refinance Carrols’ existing debt and for general corporate purposes. The funds from the recent loan upsizing will be used to add more cash to the balance sheet and for general corporate purposes.

Under the agreement, Cambridge will receive about 7.36 million shares of Carrols common stock, and at closing will own around 16.6% of Carrols’ outstanding common shares. Cambridge will also receive shares of 9% PIK series C convertible preferred stock that will be convertible into about 7.45 million shares of Carrols common stock at $13.50 per share.

The transaction is valued at about $238 million, including roughly $100 million of net debt assumed from Cambridge.

Carrols is a Syracuse, N.Y.-based restaurant franchisee and operator.

Sabre hits secondary

Sabre Industries’ $445 million seven-year senior secured first-lien term loan B (B2/B) began trading too, with levels quoted at 99¾ bid, 100¾ offered, according to a trader.

Pricing on the loan is Libor plus 450 bps with a step-down at 0.5 times inside closing date leverage and a 0% Libor floor. The debt was sold at an original issue discount of 99 and has 101 soft call protection for six months.

On Wednesday, the term loan was upsized from $425 million, the spread was reduced from talk in the range of Libor plus 475 bps to 500 bps, the pricing grid was changed from two step-downs at 0.25 times and 0.5 times inside closing date leverage, the discount was revised from 98.5, the MFN sunset was extended to 18 months from 12 months, and quarterly and annual management discussion and analysis were added.

Goldman Sachs Bank USA, Capital One, KeyBanc Capital Markets and Houlihan Lokey are leading the deal that will be used to help fund the buyout of the company by the Jordan Co. LP from Kohlberg & Co. LLC.

With the recent term loan upsizing, the equity contribution for the buyout was reduced.

Closing is expected on Tuesday.

Sabre is an Alvarado, Texas-based provider of highly engineered infrastructure products and services to the utility and telecom markets.

Addison updated, breaks

Addison Group set the spread on its $310 million seven-year covenant-lite term loan B (B2/B) at Libor plus 500 bps, the high end of the Libor plus 475 bps to 500 bps talk, and the original issue discount at 98, the wide end of the 98 to 98.5 guidance, according to a market source.

The term loan still has a 0% Libor floor and 101 soft call protection for six months.

After terms finalized, the B loan emerged in the secondary market and levels were seen at 98 bid, 98¾ offered, the source said.

KKR Capital Markets is leading the deal that will be used to refinance existing debt.

Addison Group is a Chicago-based staffing agency.

Nordam revised

In other news, Nordam Group lifted its seven-year term loan B to $250 million from $240 million, cut pricing to Libor plus 550 bps from Libor plus 575 bps and extended the 101 soft call protection to one year from six months, a market source said.

As before, the term loan has a 0% Libor floor and an original issue discount of 98.

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

J.P. Morgan Securities LLC is leading the loan that will be used with a $140 million equity investment by the Carlyle Group to fund the company’s exit from Chapter 11, to repay DIP/pre-petition credit facilities and for general corporate purposes.

Closing is expected in the first half of this year, subject to bankruptcy court approval and satisfaction of customary conditions, including regulatory approval.

Nordam is Tulsa, Okla.-based aerospace manufacturing and repair company.

Utopia tweaked

Utopia Pipeline modified the original issue discount on its fungible $25 million incremental term loan B (Ba3/BB-) due Oct. 17, 2024 to 99.5 from 99, according to a market source.

The incremental term loan is priced at Libor plus 425 bps with a 1% Libor floor, and has 101 soft call protection for six months.

Recommitments were due at noon ET on Thursday and the deal allocated late in the afternoon, the source said.

Barclays is leading the deal that will be used to pay a distribution to the sponsor, Riverstone Holdings LLC.

In connection with this transaction, the company is amending its existing credit agreement to, among other things, permit the distribution of the proceeds from the incremental loan.

Lenders were offered a 10 bps amendment fee.

Closing is expected on Monday.

Utopia Pipeline transports ethane and ethane-propane mixtures from the core of the Utica and Marcellus shale to petrochemical companies operating in Ontario, Canada.

Neovia reveals guidance

Neovia Logistics held its bank meeting on Thursday and announced talk on its $325 million five-year covenant-lite first-lien term loan at Libor plus 650 bps with a 0% Libor floor, an original issue discount of 97 to 98, and call protection of 105 for 18 months, 101 for months 19 through 30 and par thereafter, a market source remarked.

Commitments are due at 5 p.m. ET on April 16, the source added.

The company’s $600 million of credit facilities also include a $75 million super-senior revolver and a $200 million privately placed second-lien term loan.

Goldman Sachs Bank USA and Macquarie Capital (USA) Inc. are leading the deal that will be used with up to $165 million of preferred equity to fund a comprehensive recapitalization, which will refinance the company’s entire balance sheet, including its existing revolver, secured notes and unsecured notes.

GS Merchant Banking Division and Rhone Group are the sponsors.

Neovia is an Irving, Texas-based third-party logistics company.

Barracuda proposed terms

Barracuda Networks launched on its afternoon call its fungible $205 million add-on senior secured first-lien term loan B (B2/B-/BB-) due February 2025 with original issue discount talk of 99 to 99.25, according to a market source.

Like the existing $551 million first-lien term loan B, the add-on term loan is priced at Libor plus 325 bps with a 1% Libor floor, the source said.

The add-on term loan and the existing loan are getting 101 soft call protection for six months.

Commitments are due on Wednesday, the source added.

Goldman Sachs Bank USA, Credit Suisse Securities (USA) LLC and UBS Investment Bank are leading the deal that will be used to refinance an existing $205 million second-lien term loan due 2026.

Barracuda is a Campbell, Calif.-based provider of cloud-enabled security and data protection solutions.

RadNet floats talk

RadNet came out with original issue discount talk of 99.15 on its fungible $100 million incremental term loan B due June 30, 2023 that launched with an afternoon call, according to a market source.

The incremental term loan is priced at Libor plus 375 bps, based on the company’s first-lien leverage ratio, with a 1% Libor floor, the source said.

Commitments are due at 5 p.m. ET on April 11.

Barclays is leading the deal that will be used to repay revolver borrowings, fund cash to the balance sheet for potential future acquisitions and pay related fees and expenses.

With this transaction, the company is seeking an amendment that would allow for increased flexibility for future strategic alternatives.

Lenders are being offered a 25 bps consent fee, the source added.

RadNet is a Los Angeles-based owner and operator of outpatient diagnostic imaging centers.

Vizient readies deal

Vizient scheduled a lender call for 2 p.m. ET on Monday to launch $1.6 billion of senior secured credit facilities, a market source said.

The facilities consist of a $500 million revolver, a $600 million term loan A and a $500 million term loan B, the source added.

Barclays, Bank of America Merrill Lynch and J.P. Morgan Securities are leading the deal that will be used with $300 million of unsecured debt to refinance existing indebtedness.

Vizient is an Irving, Texas-based network of not-for-profit health care organizations.

NEO Tech on deck

NEO Tech set a bank meeting for 10 a.m. ET in New York on Tuesday to launch a $315 million first-lien senior secured term loan B, a market source remarked.

Goldman Sachs Bank USA and Wells Fargo Securities are leading the deal that will be used to refinance existing debt.

NEO Tech is a Chatsworth, Calif.-based designer and manufacturer of high-reliability electronic and micro-electronic system design and manufacturing services.

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