SMS, Arclin, NBTY, PGT break; Scientific, Ineos, Harbalife, Blackhawk, Limetree, SRS updated

By Sara Rosenberg

New York, Feb. 9 – SMS Systems Maintenance Services Inc.’s add-on term loan freed up for trading on Thursday following a tightening of the original issue discount, and Arclin, NBTY Inc. and PGT Inc. hit the secondary market as well.

Meanwhile, in the primary market, Scientific Games Corp. finalized the spread on its term loan B-3 at the high end of guidance, Ineos Group Holdings SA updated tranche sizes and pricing on its term loans, and Herbalife upsized its term loan, set the issue price at the tight end of revised talk and modified the call protection.

Also, Blackhawk Mining LLC increased pricing on its term loan, widened the original issue discount and sweetened the call protection as well as amortization, Limetree Bay Terminals LLC adjusted the original issue discount on its term loan, and SRS Distribution Inc. revised issue prices on its add-on term loans.

Furthermore, Level 3 Financing Inc. and Russell Investments released price talk with launch, and On Assignment Inc., Black Knight Financial Services Inc. and Interior Logic Group surfaced with new deal plans.

SMS tops OID

SMS Systems Maintenance Services’ fungible $270 million add-on term loan made its way into the secondary market on Thursday, with levels quoted at par bid, par ½ offered, according to a trader.

Pricing on the add-on term loan is Libor plus 500 basis points with a 1% Libor floor, and it has 101 soft call protection through October 2017. The debt was sold at an original issue discount of 99.5, after being revised during syndication from 99, another source remarked.

Antares Capital is leading the deal that will be used to help fund the company’s merger with Curvature LLC, a Santa Barbara, Calif.-based provider of new and pre-owned network hardware and IT infrastructure services.

The combined company will assume the name SMS | Curvature.

Closing is expected by the end of this month, subject to customary conditions, including regulatory approval.

SMS is a Charlotte, N.C.-based provider of IT data center lifecycle services.

Arclin starts trading

Arclin’s credit facility broke too, with the $480 million seven-year covenant-light first-lien term loan quoted at par bid, par ½ offered and the $125 million eight-year covenant-light second-lien term loan quoted at par bid, 101 offered, a market source said.

Pricing on the first-lien term loan is Libor plus 425 bps with a 1% Libor floor, and it was sold at an original issue discount of 99.5. The debt has 101 soft call protection for six months.

The second-lien term loan is priced at Libor plus 875 bps with a 1% Libor floor and was issued at a discount of 99. This tranche has call protection of 102 in year one and 101 in year two.

During syndication, the first-lien term loan was upsized from $465 million, pricing was cut from talk of Libor plus 475 bps to 500 bps and the discount was changed from 99. Also, the second-lien loan was downsized from $140 million, pricing was trimmed from talk of Libor plus 900 bps to 925 bps, and the discount was revised from 98.5.

Arclin being acquired

Proceeds from Arclin’s $680 million credit facility, which also provides for a $75 million ABL revolver, will be used to help fund the buyout of the company by Lonestar.

Credit Suisse Securities (USA) LLC and RBC Capital Markets are the leads on the deal.

Arclin is an Atlanta-based provider of surface overlay solutions and performance resins.

NBTY frees up

NBTY’s $1,327,000,000 term loan B began trading, with levels quoted at par bid, par ¼ offered, according to a trader.

Pricing on the loan is Libor plus 350 bps with a 1% Libor floor, and it was issued at par. The debt has 101 soft call protection for six months.

During syndication, pricing on the term loan was increased from talk of Libor plus 300 bps to 325 bps.

Bank of America Merrill Lynch is leading the deal that will reprice the existing U.S. term loan down from Libor plus 400 bps with a 1% Libor floor.

The company is also repricing its sterling term loan B to Libor plus 425 bps, after firming at the low end of the Libor plus 425 bps to 450 bps talk, with a 1% Libor floor from 525 bps with a 1% Libor floor.

The repriced sterling loan was issued at par and has 101 soft call protection for six months.

NBTY is a Ronkonkoma, N.Y.-based manufacturer, marketer, distributor and retailer of vitamins and nutritional supplements.

PGT hits secondary

PGT’s $264 million term loan due February 2022 also broke, with levels seen at par 3/8 bid, par 7/8 offered, a market source said.

Pricing on the loan is Libor plus 475 bps with a 1% Libor floor, and it was issued at par. The debt has 101 soft call protection for one year.

Deutsche Bank Securities Inc. is leading the deal that will reprice an existing term loan down from Libor plus 575 bps with a 1% Libor floor.

Closing is expected on Feb. 17.

PGT is a Venice, Fla.-based manufacturer and supplier of residential impact-resistant windows and doors.

Scientific Games updated

Moving to the primary market, Scientific Games set pricing on its $3,291,000,000 covenant-light term loan B-3 (Ba3/B+) due October 2021 at Libor plus 400 basis points, the high end of the Libor plus 375 bps to 400 bps talk, a market source said.

Proceeds will be used with $1.15 billion of add-on 7% senior secured notes due 2022 to refinance the company’s existing term loans B-1 and B-2 and 8 1/8% notes due 2018, to pay down revolver drawings and for general corporate purposes.

The term loan B-3 still has a 0.75% Libor floor, a par issue price for B-2 lenders that rolled their commitments, an original issue discount of 99.875 for B-1 lenders who are extending their maturity by getting involved in the B-3 loan, and 101 soft call protection for six months.

Bank of America Merrill Lynch, J.P. Morgan Securities LLC, Deutsche Bank Securities Inc., Credit Suisse Securities (USA) LLC, Fifth Third Bank, Goldman Sachs Bank USA, Macquarie Capital (USA) Inc. and PNC are leading the deal for the New York-based developer of technology-based products and services and associated content for gaming and lottery markets.

Ineos sets sizes

Ineos finalized its new U.S. term loan B due 2024 at a size of $555 million from talk of €575 million U.S. dollar-equivalent, its new euro term loan B due 2024 at €875 million, up from €575 million, its U.S. term loan due March 31, 2022 at $1.45 billion from up to $1,489,000,000 at launch, and its euro term loan due March 31, 2022 at €1,725,000,000 from up to €1,934,000,000, according to a market source.

Pricing on the U.S. 2024 term loan B firmed at Libor plus 275 bps, the low end of the Libor plus 275 bps to 300 bps talk, and the discount was tightened to par from 99.75, and pricing on the new euro 2024 term loan B came at Euribor plus 250 bps, the low end of the Euribor plus 250 bps to 275 bps talk, and the discount was changed to par from 99.75, the source said.

Also, the U.S. 2022 term loan firmed at Libor plus 275 bps, the low end of the Libor plus 275 bps to 300 bps talk, and the euro 2022 term loan finalized at Euribor plus 250 bps, the tight end of the Euribor plus 250 bps to 275 bps talk.

All of the U.S. term loans still have no Libor floor, all of the euro term loans still have a 0.75% floor, and the 2022 term loans still have a par issue price.

Ineos step-downs

Ineos’ U.S. 2024 and 2022 term loans include step-downs to Libor plus 275 bps at 2 times consolidated total net leverage and Libor plus 250 bps at less than 2 times.

The euro 2024 and 2022 term loans have step-downs to Euribor plus 250 bps at 2 times consolidated total net leverage and Euribor plus 225 bps at less than 2 times, the source continued.

Barclays and Bank of America Merrill Lynch are the global coordinators and joint lead arrangers on the deal and joint bookrunners with Credit Suisse, Goldman Sachs, J.P. Morgan Securities LLC and Lloyds.

Proceeds from the new term loans will be used to repay existing notes due 2019, and the 2022 term loans will be used to reprice and extend existing U.S. and euro 2020 term loans and reprice existing U.S. and euro 2022 term loans.

Allocations are expected on Friday or Monday, the source added.

Ineos is a Rolle, Switzerland-based chemical company.

Herbalife tweaked again

Herbalife lifted its six-year first-lien term loan to $1.3 billion from $1,175,000,000 and firmed the original issue discount at 98, the tight end of revised talk of 97 to 98 but wide of initial talk of 99, a market source remarked.

Additionally, the call protection on the term loan was changed to a 101 hard call for 18 months from revised talk of 102 in year one and 101 in year two and initial talk of 101 soft call for six months, and the MFN sunset was removed, the source continued.

Pricing on the term loan is Libor plus 550 bps with a 0.75% Libor floor.

Previously in syndication, pricing on the term loan was increased from Libor plus 375 bps, the maturity was shortened from seven years, amortization was raised to 7.5% per annum from 1% per annum, a total leverage covenant was added to the initially covenant-light loan, the $430 million freebie basket on the incremental was removed and the incremental ratios were changed to gross leverage from net leverage.

Herbalife getting revolver

Along with the first-lien term loan, Herbalife’s now $1.45 billion credit facility includes a $150 million revolver.

Recommitments are due at 10 a.m. ET on Friday, the source added.

Credit Suisse Securities (USA) LLC is leading the deal that will be used to refinance an existing revolver and for general corporate purposes.

Herbalife is a Los Angeles-based nutrition and weight management company.

Blackhawk reworks loan

Blackhawk Mining raised pricing on its $660 million five-year first-lien term loan to Libor plus 950 bps from talk of Libor plus 800 bps to 850 bps and moved the original issue discount to 97 from 98, according to a market source.

Also, the company changed the call premium on the term loan to non-callable for one year, then hard call protection of 103 in year two, 102 in year three and 101 in year four, from hard call protection of 103 in year one, 102 in year two and 101 in year three.

Additionally, amortization on the loan was increased to 16.5% in year one and 8.5% in year two (returning to original terms thereafter) from 12.5% in year one and 7.5% in year two, and the company will use commercially reasonable efforts to get a public rating from Standard & Poor’s and Moody’s by Dec. 31, 2017 as opposed to being unrated, the source said.

The term loan still has a 1% Libor floor.

Blackhawk moves deadline

In connection with the changes to the term loan, Blackhawk Mining extended the commitment deadline for the debt to 2 p.m. ET on Friday from 5 p.m. ET on Thursday, the source added.

Jefferies Finance LLC is leading the deal that will be used to refinance existing ABL-A and ABL-B facilities, legacy Blackhawk debt, a first-lien term loan and a 1.5-lien term loan, to cash collateralize letters of credit and to pay fees and expenses.

Blackhawk Mining is a Lexington, Ky.-based producer of coal, operating nine active coal mining complexes in West Virginia and Kentucky.

Limetree modifies OID

Limetree Bay Terminals tightened the original issue discount on its $440 million seven-year first-lien senior secured term loan (Ba3/BB-) to 99 from 98 and left pricing at Libor plus 500 bps with a 1% Libor floor, according to a market source.

As before, the term loan has 101 soft call protection for six months.

Commitments are due at 10 a.m. ET on Friday, the source said.

Barclays and Morgan Stanley Senior Funding Inc. are leading the deal that will be used to fund future growth capital expenditure needs, to pay related fees and expenses, and to provide a distribution to the sponsor, ArcLight Capital Partners.

Limetree Bay is a Christiansted, Virgin Islands-based owner of the oil terminal at Limetree Bay, St. Croix, U.S. Virgin Islands.

SRS revised

SRS Distribution modified the issue price on its fungible $140 million covenant-light incremental first-lien term loan due Aug. 25, 2022 to par from 99.75 and on its fungible $40 million covenant-light incremental second-lien term loan due Feb. 24, 2023 to par from 99.5, a market source said.

The first-lien term loan is priced at Libor plus 425 bps with a 1% Libor floor and has 101 soft call protection until June 21, 2017, and the second-lien term loan is priced at Libor plus 875 bps with a 1% Libor floor and has call protection of 103 until June 21, 2017, then 102 for a year and 101 for a year.

Barclays and UBS Investment Bank are leading the deal that will be used to fund a distribution to existing shareholders.

Berkshire Partners is the sponsor.

Allocations went out on Thursday and closing is expected on Tuesday, the source added.

SRS Distribution is a McKinney, Texas-based roofing products distributor.

Level 3 holds call

In more primary happenings, Level 3 hosted a lender call on Thursday, launching a $2.61 billion seven-year covenant-light term loan B (BBB-/BB+) at talk of Libor plus 250 bps with no Libor floor, an original issue discount of 99.75 and 101 soft call protection for six months, according to a market source.

Commitments are due at 5 p.m. ET on Wednesday, the source said.

Bank of America Merrill Lynch, Citigroup Global Markets Inc., Morgan Stanley Senior Funding Inc., Barclays, Goldman Sachs Bank USA, Credit Suisse Securities (USA) LLC and J.P. Morgan Securities LLC are leading the deal that will be used to refinance the company’s $815 Million term loan B-3 due in 2019 and its $1,795,500,000 term loan B due in 2020.

Level 3 is a Broomfield, Colo.-based provider of communications services to enterprise, government and carrier customers.

Russell releases talk

Russell Investments came out with talk of Libor plus 575 bps with a 1% Libor floor, an original issue discount of 99.5 and 101 soft call protection for six months on its fungible $200 million add-on term loan B due 2023 that launched with a call during the session, a market source said.

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

Barclays is leading the deal that will be used to fund a one-time distribution to shareholders and pay transaction related fees and expenses.

Russell Investments is a Seattle-based asset manager.

On Assignment on deck

On Assignment set a lender call for Friday to launch a repricing of its $656 million term loan B talked at Libor plus 225 bps with no Libor floor, a par issue price and 101 soft call protection for six months, a market source remarked.

Wells Fargo Securities LLC is leading the deal that will reprice the existing term loan down from Libor plus 275 bps with a 0.75% Libor floor.

The company said in a news release that, along with the term loan B repricing, it is looking to amend its existing revolver to increase the size to $200 million from $150 million and extend the maturity date to five years from the date of closing. Commitments for the revolver upsize have already been received from existing banks.

On Assignment is a Calabasas, Calif.-based provider of diversified professional staffing solutions.

Black Knight repricing

Black Knight Financial scheduled a lender call for Friday to launch a repricing of its $349 million term loan B due 2022 talked at Libor plus 250 bps to 275 bps with a 0.75% Libor floor, an original issue discount of 99.75 and 101 soft call protection for six months, according to a market source.

J.P. Morgan Securities LLC is leading the deal that will reprice the existing term loan down from Libor plus 300 bps with a 0.75% Libor floor.

Black Knight is a Jacksonville, Fla.-based provider of integrated technology, services, data and analytics.

Interior Logic readies deal

Interior Logic Group will hold a bank meeting on Tuesday to launch a $255 million seven-year covenant-light term loan B, according to a market source.

Bank of America Merrill Lynch, Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc. and Jefferies Finance LLC are leading the deal that will be used to help fund the buyout of the company by Platinum Equity.

Array Canada wraps

In other news, Array Canada Inc. completed syndication of its $315 million credit facility (B2/B), split between a $40 million five-year revolver and a $275 million six-year first-lien term loan, according to a market source.

Pricing on the term loan is Libor plus 500 bps with a 1% Libor floor, and it was sold at an original issue discount of 99. The debt has 101 soft call protection for six months.

The term loan broke for trading late Wednesday, and levels were quoted at 99¼ bid, 99¾ offered, the source said.

UBS Investment Bank, BMO Capital Markets Corp. and TD Securities (USA) LLC are leading the deal that will be used to refinance an existing credit facility and fund a dividend. The Carlyle Group is the sponsor.

During syndication, the company terminated plans for a $45 million delayed-draw six-year term loan as the acquisition that the loan would have funded is not happening.

Array is a Toronto-based provider of retail merchandising displays and store fixtures to the cosmetics industry.

Mediware closes

The buyout of Mediware Information Systems Inc. by TPG Capital from Thoma Bravo has closed, a news release said.

To help fund the transaction, Mediware got a new $495 million credit facility that includes a $60 million five-year revolver (B2/B-), a $320 million seven-year covenant-light first-lien term loan B (B2/B-) and a $115 million second-lien term loan (CCC).

Pricing on the first-lien term loan is Libor plus 375 bps with a 1% Libor floor, and it was sold at an original issue discount of 99.75. The debt has 101 soft call protection for six months.

During syndication, pricing on the first-lien term loan was lowered from talk of Libor plus 400 bps to 425 bps and the discount was changed from 99.5.

Bank of America Merrill Lynch, Jefferies Finance LLC, SunTrust Robinson Humphrey Inc., Nomura and RBC Capital Markets led the deal.

Mediware is a Lenexa, Kan.-based provider of software for health care and human services providers.

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