Air Medical Group, PharMerica, Authentic Brands, Cast & Crew, Trilliant Food free to trade

By Sara Rosenberg

New York, Sept. 26 – Air Medical Group Holdings Inc. firmed pricing on its incremental term loan at the low end of talk and adjusted the issue price, and PharMerica Corp. tightened spreads and original issue discounts on its first-and second-lien term loans, and then both of these deals began trading on Tuesday.

Also, Authentic Brands Group moved some funds between its first- and second-lien term loans and adjusted pricing before hitting the secondary market, and Cast & Crew Entertainment Services LLC and Trilliant Food & Nutrition broke as well.

In addition, Education Advisory Board finalized the spread on its first-lien term loan at the high side of talk, Corsair upsized its first-lien term loan and firmed pricing at the wide end of talk, and downsized its second-lien term loan, Ultra Petroleum Corp. set the original issue discount on its incremental term loan B at the tight end of guidance, and Covenant Surgical Partners Inc. accelerated the commitment deadline on its credit facilities.

Furthermore, Red Ventures, Duff & Phelps Corp., CPA Global (Capri Acquisitions Bidco Ltd.), ThoughtWorks Inc., Lighthouse Network LLC and U.S. Lumber Group LLC released talk with launch, and Camping World Good Sam, Riverstone Utopia Member LLC and Versum Materials LLC surfaced with new deal plans.

Air Medical tweaked, breaks

Air Medical Group finalized pricing on its $1,455,000,000 seven-year incremental senior secured covenant-light term loan B (B1/B) at Libor plus 425 basis points, the low end of the Libor plus 425 bps to 450 bps talk, and revised the original issue discount to 99.25 from 99, according to a market source.

The term loan still has a 1% Libor floor, 101 soft call protection for six months and a ticking fee of half the spread from days 31 to 60 and the full spread thereafter.

Recommitments were due at 2:30 p.m. ET on Tuesday and by late day the loan freed up for trading at 99¾ bid, par ¼ offered, a trader added.

Morgan Stanley Senior Funding Inc., Jefferies LLC, Bank of America Merrill Lynch, Citigroup Global Markets Inc., Goldman Sachs Bank USA, Credit Suisse Securities (USA) LLC and Nomura Securities International are leading the deal that will be used with equity and unsecured debt to fund the $2.4 billion acquisition of American Medical Response from Envision Healthcare Corp.

Closing is expected in the fourth quarter, subject to regulatory approval and customary closing conditions.

Dallas-based Air Medical Group, a KKR portfolio company, and Greenwood Village, Colo.-based American Medical Response are medical transportation companies. The combined company will adopt a new name.

PharMerica changes emerge

PharMerica lowered pricing on its $815 million seven-year first-lien term B (B1/B) to Libor plus 350 bps from Libor plus 400 bps, removed a leverage-based pricing step-down and modified the original issue discount to 99.75 from 99.5, while leaving the 1% Libor floor and 101 soft call protection for six months unchanged, according to a market source.

Additionally, the company trimmed pricing on its $185 million eight-year second-lien term loan (Caa1/CCC+) to Libor plus 775 bps from talk of Libor plus 800 bps to 825 bps and revised the discount to 99 from 98.5, the source said. This tranche still has a 1% Libor floor and hard call protection of 102 in year one and 101 in year two.

Lastly, the ticking fee on the loans was confirmed to be half the spread from days 31 to 60 and the full spread thereafter, the source continued.

The company’s $1.1 billion of secured credit facilities also include a $100 million revolver (B1/B).

PharMerica frees up

Recommitments for PharMerica’s credit facilities were due at 1 p.m. ET on Tuesday, and later in the day the first-lien term loan broke for trading with levels quoted at par bid, par ¾ offered, the source added.

Goldman Sachs Bank USA, KKR Capital Markets, Morgan Stanley Senior Funding Inc., Wells Fargo Securities LLC and Jefferies LLC are leading the deal that will be used with $450 million of equity and cash on hand to fund the buyout of the company by KKR for $29.25 in cash per share. The all-cash transaction is valued at about $1.4 billion, including the assumption or repayment of debt.

As part of the buyout, Walgreens Boots Alliance Inc. will become a minority investor in the company.

Closing is expected by early 2018, subject to PharMerica shareholder approval, regulatory approvals and other customary conditions.

PharMerica is a Louisville, Ky.-based provider of pharmacy services.

Authentic Brands reworked, trades

Authentic Brands Group lifted its seven-year first-lien term loan to $725 million from $685 million and cut pricing to Libor plus 350 bps from talk of Libor plus 375 bps to 400 bps, but left the 1% Libor floor, original issue discount of 99.5 and 101 soft call protection for six months intact, a market source remarked.

Furthermore, the company scaled back its eight-year second-lien term loan to $270 million from $310 million, firmed the spread at Libor plus 775 bps, the low end of the Libor plus 775 bps to 800 bps talk, and modified the original issue discount to 99.25 from 99, the source continued. This tranche still has a 1% Libor floor and hard call protection of 102 in year one and 101 in year two.

The company’s $1.07 billion of credit facilities also include a $75 million revolver.

Recommitments were due at 10:30 a.m. ET on Tuesday, and then the debt emerged in the secondary market, with the first-lien term loan quoted at par ¼ bid, par ½ offered and the second-lien term loan quoted at par ½ bid, another source added.

Bank of America Merrill Lynch is the left lead on the deal that will be used to help refinance existing credit facilities, fund a dividend payment and finance an acquisition.

Authentic Brands is a New York-based brand development and licensing company.

Cast & Crew tops OID

Cast & Crew Entertainment Services’ $495 million seven-year covenant-light first-lien term loan B (B2/B+) began trading as well, with levels quoted at par bid, par ½ offered, a trader said.

Pricing on the term loan is Libor plus 300 bps with a 0% 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 term loan was lowered from Libor plus 325 bps, the discount was tightened from 99.5, the MFN carve-out was reduced to $60 million from $75 million and the MFN sunset was extended to 24 months from six months.

RBC Capital Markets LLC is the left lead on the deal that will be used to refinance the company’s existing first-lien term loan, second-lien term loan and second-lien notes.

Cast & Crew, a Silver Lake portfolio company, is a Burbank, Calif.-based provider of technology-enabled payroll, production accounting and related value-added services to the entertainment industry.

Trilliant hits secondary

Trilliant Food & Nutrition’s $270 million seven-year covenant-light term loan B also broke, with levels seen at par ¼ bid, 101 offered, a market source remarked.

Pricing on the loan is Libor plus 400 bps with a step-down to Libor plus 375 bps if the corporate family rating is revised to B2/B or greater with stable outlook and a 1% Libor floor. The debt was sold at an original issue discount of 99.5 and includes 101 soft call protection for six months.

During syndication, the term loan was upsized from $250 million, pricing was flexed down from talk in the range of Libor plus 425 bps to 450 bps and the step-down was added.

Wells Fargo Securities LLC and Credit Suisse Securities (USA) LLC are leading the deal that will be used to help fund a recapitalization with which Blackstone is making an equity investment. The additional amount raised through the upsizing will be used to prefund Horseshoe capital expenditures.

Along with the term loan, the Little Chute, Wis.-based beverage company plans on getting an ABL revolver for working capital and other general corporate purposes.

Education Advisory updated

Back in the primary market, Education Advisory Board set pricing on its $540 million seven-year covenant-light first-lien term loan (B2/B) at Libor plus 375 bps, the wide end of the Libor plus 350 bps to 375 bps talk, a market source said, adding that allocations are targeted for later this week.

As before, the first-lien term loan has a 1% Libor floor, a discount of 99.5, 101 soft call protection for six months and a ticking fee of half the margin from days 31 to 60 post allocation and the full margin thereafter.

The company’s $870 million of credit facilities also include a $70 million five-year revolver (B2/B) and a $260 million privately placed eight-year second-lien term loan.

Macquarie Capital (USA) Inc. and Antares Capital are leading the deal that will help fund the buyout of the company by Vista Equity Partners from the Advisory Board Co. for $1.55 billion, subject to customary adjustments.

Closing is expected by the end of 2017 or in early 2018, subject to the satisfaction or waiver of certain closing conditions, including U.S. antitrust clearance.

Education Advisory Board is a best practices firm that uses a combination of research, technology and services to improve the performance of educational institutions.

Corsair restructures

Corsair raised its seven-year first-lien term loan to $245 million from $235 million and set pricing at Libor plus 475 bps, the high end of the Libor plus 450 bps to 475 bps talk, according to a market source.

Also, the company trimmed its eight-year second-lien term loan to $50 million from $65 million, the source said.

The first-lien term loan still has a 1% Libor floor, an original issue discount of 99 and 101 soft call protection for six months, and the second-lien term loan is still priced at Libor plus 850 bps with a 1% Libor floor and a discount of 98.5 and includes call protection of 102 in year one and 101 in year two.

The company’s now $345 million of credit facilities provide for a $50 million five-year revolver as well.

Allocations are expected later this week, the source continued.

Macquarie Capital (USA) Inc. and BNP Paribas Securities Corp. are leading the deal.

Corsair being acquired

Proceeds from Corsair’s credit facilities will be used to help fund its buyout by EagleTree Capital from Francisco Partners and several minority shareholders. The company’s founder and chief executive officer Andy Paul will maintain a sizable equity stake in Corsair and IMCO (Investment Management Corp. of Ontario) and the Honeywell pension will co-invest alongside EagleTree.

The company will borrow $5 million under its revolver for the buyout as a result of the overall $5 million reduction in term loan borrowings.

Due to strong third quarter performance, net leverage off of estimated Sept. 30 results is 4.5 times versus 4.9 times at June 30, the source added. First-lien leverage is unchanged despite the upsize to the first-lien debt.

Closing on the buyout is subject to customary conditions.

Corsair is a Fremont, Calif.-based provider of high performance branded computer products, including memory, components, peripherals and complete systems.

Ultra Petroleum sets OID

Ultra Petroleum firmed the original issue discount on its fungible $175 million incremental term loan B at 99.75, the tight end of the 99.5 to 99.75 talk, according to a market source.

Like the existing term loan B, the incremental loan is priced at Libor plus 300 bps with a 1% Libor floor, and the debt is getting 101 soft call protection for six months.

Negative consents were due at noon ET on Tuesday, the source said.

Barclays, BMO Capital Markets, Capital One and Goldman Sachs Bank USA are leading the deal that will be used to repay reserve-based lending revolver borrowings and to pay transaction related fees.

Ultra Petroleum is a Houston-based independent exploration and production company.

Covenant Surgical accelerated

Covenant Surgical Partners moved up the commitment deadline on its $220 million of credit facilities to 5 p.m. ET on Wednesday from Thursday, a market source said.

The facilities consist of a $25 million revolver, a $150 million seven-year first-lien term loan and a $45 million delayed-draw first-lien term loan.

Talk on the term loan debt is Libor plus 500 bps with a 0% Libor floor, an original issue discount of 99 and 101 soft call protection for six months.

Goldman Sachs Bank USA and KKR Capital Markets are leading the deal that will be used to help fund the buyout of the company by KKR from DFW Capital Partners, Iroquois Capital Group, PineBridge Investments and other existing shareholders.

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

Covenant Surgical is a Nashville, Tenn.-based acquirer and operator of ambulatory surgery centers and physician practices.

Red Ventures holds meeting

Also in the primary market, Red Ventures had its bank meeting on Tuesday and, with the event, price talk emerged on its $2 billion covenant-light first-lien term loan (B1/B+) and $400 million covenant-light second-lien term loan (Caa1/B-), according to a market source.

Talk on the first-lien term loan is Libor plus 325 bps to 350 bps with a 0% Libor floor, an original issue discount of 99.5 and 101 soft call protection for six months, and talk on the second-lien term loan is Libor plus 725 bps to 750 bps with a 0% Libor floor, a discount of 99 and hard call protection of 102 in year one and 101 in year two, the source said.

Commitments are due at noon ET on Oct. 11.

Bank of America Merrill Lynch, Barclays, Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, Fifth Third, MUFG and PNC are leading the deal that will be used to help fund the acquisition of Bankrate for $14.00 per share in cash. The transaction values Bankrate at an enterprise value of about $1.4 billion.

Closing is expected this year, subject to shareholder and regulatory approval and other conditions.

Red Ventures is a Charlotte, N.C.-based digital consumer choice platform. Bankrate is a New York-based online publisher, aggregator and distributor of personal finance content.

Duff & Phelps guidance

Duff & Phelps released talk of Libor plus 375 bps to 400 bps with a 1% Libor floor, an original issue discount of 99.5 and 101 soft call protection for six months on its $850 million seven-year senior secured first-lien term loan B (B2/B) with its morning bank meeting, a market source remarked.

The company’s $950 million of credit facilities also include $100 million five-year ABL revolver.

Commitments are due on Oct. 6, the source added.

Goldman Sachs Bank USA, Credit Suisse Securities (USA) LLC, Barclays and Bank of America Merrill Lynch are leading the deal that will be used to refinance existing bank debt and to fund a dividend.

Duff & Phelps is a New York-based independent adviser with expertise in the areas of valuation, corporate finance, disputes and investigations, compliance and regulatory matters, and other governance-related issues.

CPA terms surface

CPA Global disclosed talk of Libor/Euribor plus 325 bps with a 0% floor, an original issue discount of 99.5 and 101 soft call protection for six months on its $830 million seven-year first-lien term loan and €250 million seven-year first-lien term loan with its New York bank meeting on Tuesday, according to a market source.

A bank meeting for European investors will take place in London on Wednesday.

The company’s credit facilities also include an £80 million revolver.

Commitments are due on Oct. 10, the source said.

Jefferies LLC and Nomura are leading the deal, with Jefferies left on the U.S. loan and Nomura left on the euro loan.

The credit facilities will be used with €410 million in pre-placed eight-year senior unsecured floating rate notes to help fund the buyout of the company by Leonard Green Partners LP and Partners Group Administration Services AG from Cinven.

Closing is subject to customary regulatory approval.

CPA is an Intellectual Property management and technology services company.

ThoughtWorks reveals talk

ThoughtWorks held its bank meeting in the morning, and shortly before it started, talk on its $200 million seven-year covenant-light first-lien term loan was announced at Libor plus 500 bps to 525 bps with a 1% 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 $235 million of credit facilities (B2) also include a $35 million revolver.

Commitments are due at 5 p.m. ET on Oct. 10.

Credit Suisse Securities (USA) LLC, HSBC and Nomura are leading the deal that will be used to help fund the buyout of the company by Apax Partners.

Closing is expected in the fourth quarter, subject to customary conditions.

ThoughtWorks is a Chicago-based software development and digital transformation consulting company.

Lighthouse floats OID

Lighthouse Network came out with original issue discount talk of 99 to 99.5 on its fungible $60 million incremental first-lien term loan (B+) due October 2023 shortly before its morning lender call began, a market source remarked.

Pricing on the incremental first-lien term loan matches existing term loan pricing at Libor plus 475 bps with a 1% Libor floor.

Commitments are due on Oct. 3.

The company’s proposed fungible $20 million incremental second-lien term loan (CCC+) due October 2024 has been privately placed, the source added. This tranche is priced at Libor plus 950 bps with a 1% Libor floor.

Credit Suisse Securities (USA) LLC and Citizens Bank are leading the deal that will be used to fund tuck-in acquisitions.

Lighthouse, formerly known as Harbortouch LLC, is an Allentown, Pa.-based independent merchant acquirer and payment solutions provider.

U.S. Lumber launches

U.S. Lumber Group held a bank meeting during the session, launching a $215 million covenant-light term loan at talk of Libor plus 525 bps to 550 bps with a 1% Libor floor, an original issue discount of 99 and 101 soft call protection for six months, a market source said.

Commitments are due on Oct. 11, the source added.

SunTrust Robinson Humphrey Inc. is leading the deal that will be used to help fund a strategic growth investment from Madison Dearborn Partners.

U.S. Lumber is an Atlanta-based two-step distributor of specialty building products.

Camping World readies deal

Camping World Good Sam scheduled a lender call for 3 p.m. ET on Wednesday to launch a $195 million add-on senior secured term loan and a repricing of its existing $736 million senior secured term loan B, according to a market source.

Goldman Sachs Bank USA is leading the deal.

Camping World is a Lincolnshire, Ill.-based seller of RVs and supplier of RV parts, supplies and accessories.

Riverstone Utopia on deck

Riverstone Utopia Member set a lender call for 10 a.m. ET on Wednesday to launch a $225 million seven-year term loan B, a market source said.

Barclays and Riverstone Capital Services LLC are leading the debt that will be used to fund future growth capital expenditure needs, fund related reserve accounts, provide an initial reimbursement to Riverstone, and pay related fees and expenses.

Riverstone Utopia Member is owned 100% by Riverstone Holdings LLC and is the direct owner of 50% of the equity interests in Kinder Morgan Utopia Holdco LLC, which in turn owns 100% of the operating assets of the Utopia Pipeline that will transport ethane and ethane-propane mixtures from the core of the Utica and Marcellus shale to petrochemical companies operating in Ontario, Canada.

Versum joins calendar

Versum Materials emerged with plans to hold a lender call at 10:30 a.m. ET on Wednesday to launch a new loan deal to current and prospective lenders, a market source remarked.

Citigroup Global Markets Inc. is leading the deal.

Versum Materials is a Tempe, Ariz.-based electronic materials company.

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