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Published on 9/17/2013 in the Prospect News High Yield Daily.

High Yield Calendar: $4.63 billion, £505 million deals being marketed

Sept. 16 Week

PROSPECT HOLDING CO., LLC: $200 million senior notes due 2018 (B2/B+); Credit Suisse Securities (USA) LLC, BofA Merrill Lynch (joint); Rule 144A and Regulation S for life; callable in 2.5 years at par plus 50% of the coupon; 2.5-year 35% equity clawback; 101% poison put; special change-of-control call provides for the entire issue to be redeemed at 115% if a change of control takes place within the first two years; to fund growth through expanding retail and correspondent origination channels and fund associated working capital, retain and acquire mortgage servicing rights, and to fund a special dividend; full-service mortgage company; yield talk 11% including 2 to 3 points OID; books close Wednesday at noon ET, pricing thereafter.

PRA HOLDINGS, INC.: $375 million senior notes due 2023; Credit Suisse Securities (USA) LLC, Jefferies Securities LLC, UBS Investment Bank, KKR Capital Markets, Citigroup Global Markets Inc. (joint); Rule 144A and Regulation S for life; callable in five years at par plus 50% of the coupon; three-year 40% equity clawback; 101% poison put; to help fund the LBO by KKR; Raleigh, N.C.-based contract research organization, providing outsourced clinical development services to the biotechnology and pharmaceutical industries; price talk 9¼% to 9½% (covenant changes to be announced on Wednesday); books close 2 p.m. ET on Wednesday, pricing thereafter.

BEAZER HOMES USA, INC.: $200 million eight-year senior notes (expected ratings Caa2/CCC); Goldman Sachs & Co., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., UBS Investment Bank (joint books); Rule 144A and Regulation S; non-callable for three years; for general corporate purposes including potential land acquisitions; Atlanta-based homebuilder; price talk 7¼% area; pricing was expected on Sept. 16.

AIR CANADA: $300 million 6.5-year senior second-lien notes (expected ratings Caa2/CCC+); J.P. Morgan Securities LLC, Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, Morgan Stanley & Co. LLC, TD Securities (joint); Rule 144A and Regulation S for life; callable in three years at par plus 75% of the coupon; to fund the tender offer for $600 million 9¼% senior notes due 2015, C$300 million 10 1/8% senior secured notes due 2015 and any and all of the 12% senior secured second-lien notes due 2016, with any remaining proceeds for general corporate purposes; Canada's biggest airline; roadshow started Sept. 9; pricing early in the Sept. 16 week.

SOHO HOUSE BOND LTD.: £105 million senior secured notes due 2018; Imperial Capital (sole); Rule 144A and Regulation S for life; callable in two years at par plus 75% of the coupon; to refinance debt; London-based private members' club aimed primarily at those in the film, media and creative industries; roadshow started Sept. 11.

BOART LONGYEAR MANAGEMENT PTY LTD. $300 million: 300,000 units, each consisting of $867 senior secured notes and $133 senior unsecured notes, both maturing in five years, and non-callable; J.P. Morgan Securities LLC, BofA Merrill Lynch, Goldman Sachs & Co. (joint), PNC Capital Markets, U.S. Bancorp Investments Inc., HSBC (co's); Rule 144A and Regulation S for life; 10% of the notes in both tranches are callable annually at 103 for the first three years, but are otherwise non-callable; to pay down revolver; South Jordan, Utah-based maker of drilling and mining equipment; roadshow started Sept. 12; pricing expected Sept. 18.

DENALI BORROWER LLC to be merged into DELL INTERNATIONAL LLC at the close of the merger $3.25 billion secured notes: $2 billion seven-year first-lien notes (Ba2/BB+) and $1.25 billion eight-year second-lien notes (Ba3/BB); Credit Suisse Securities (USA) LLC (bill and deliver), Barclays, BofA Merrill Lynch, RBC Capital Markets, UBS Investment Bank (joint); Rule 144A and Regulation S for life; callable in three years at par plus 75% of the coupons; special call features allow the issuer to redeem 10% of the notes annually at 103 during the non-call periods; three-year 40% equity clawbacks; 101% poison puts; 50% of the second-lien notes callable by IPO in year two at par plus 50% of the coupon; to help fund the acquisition of the company and refinance debt; Round Rock, Texas-based provider of technology and business products and services; roadshow started Sept. 17.

JERROLD HOLDINGS LTD.: £200 million five-year senior secured notes (B+); RBS Securities Inc., Jefferies Group and Lloyds TSB; to refinance debt; Cheshire, England-based mortgage company; roadshow starts Sept. 17; pricing Sept. 16 week.

PHOSPHORUS HOLDCO PLC and PHONES 4U FINANCE PLC: £200 million 5.5-year senior PIK toggle notes; Goldman Sachs International (physical books), Lloyds TSB (joint books); Rule 144A and Regulation S; non-callable for 1.5 years; to fund a dividend; Newcastle-under-Lyme, England-based provider of mobile telephone connections and handsets; roadshow started Sept. 16.

Expected September Business

ORIONSTONE PTY LTD.: $200 million seven-year secured notes (B3/B); non-callable for three years; Rule 144A for life; Morgan Stanley & Co. LLC bookrunner; proceeds to repay debt; Mackay, Australia-based supplier of heavy earthmoving rental equipment to the infrastructure, oil, gas and mining industries; expected September business.

DOMESTIC & GENERAL GROUP LTD. £500 million: £200 million seven-year senior secured fixed-rate notes, £150 million six-year senior secured floating-rate notes; £150 million eight-year senior unsecured notes; Goldman Sachs, Barclays, Credit Suisse, BNP, Morgan Stanley, SG CIB, UBS; proceeds, along with an £80 million revolver, to fund the LBO of the company by CVC Capital Partners Ltd. from Advent International Corp.; Bedworth, England-based home-appliance warranty provider; expected September business.

On The Horizon

BUENA VISTA GAMING AUTHORITY: $220 million eight-year senior secured notes; Credit Suisse Securities (USA) LLC, BofA Merrill Lynch (joint); Rule 144A and Regulation S for life; callable in four years at par plus 50% of the coupon; annual mandatory redemption offer of 50% of available funds starting at 103; 101% poison put; to fund construction of the Buenavue Casino; Ione, Calif.-based tribal gaming firm.

COMMUNITY HEALTH SYSTEMS INC. $4.58 billion bridged debt: $2.205 billion senior secured and $2.375 billion senior unsecured; BofA Merrill Lynch, Credit Suisse Securities (USA) LLC; to help fund its acquisition of Health Management Associates Inc., expected to close in the first quarter of 2014; Community Health is a Nashville, Tenn.-based hospital company. Health Management is a Naples, Fla.-based owner and manager of hospitals and ambulatory surgery centers.

DOLE FOOD CO. INC.: $325 million senior notes backed by $325 million senior unsecured bridge loan priced at Libor plus 725 bps with a 1% Libor floor and 50 bps spread increases every three months until it hits a cap; also $825 million credit facility; Deutsche Bank Securities Inc., Bank of America Merrill Lynch, Scotia Capital; to help fund the purchase of the company by chairman and chief executive officer David H. Murdock, expected to close during the fourth quarter of 2013; Westlake Village, Calif.-based fruit and vegetables company.

FTS INTERNATIONAL, INC.: $400 million secured notes to repay term loan; company is soliciting consents from holders of its 7 1/8% notes due 2018 to amendments to the indenture governing the notes; BofA Merrill Lynch and Citigroup Global Markets Inc. are the solicitation agents; provider of well completion services for the oil and gas industry with corporate offices in Fort Worth and Cisco, Texas.

GAMING AND LEISURE PROPERTIES INC.: $2.05 billion senior notes and $1.15 billion credit facility; to refinance about $2.7 billion of Penn National Gaming Inc.'s existing debt, redeem about $417.5 million of conversion shares from Fortress Investment Group, pay a roughly $487 million earnings and profits dividend in cash and pay around $125 million in transaction expenses related to the spinoff of Penn; Wyomissing, Pa.-based owner, acquirer, developer, manager and leaser of gaming and related facilities.

GLOBALIVE WIRELESS MANAGEMENT CORP.: Up to $1 billion equivalent in U.S. dollar- and Canadian dollar-denominated notes; Credit Suisse Securities (USA) LLC, Morgan Stanley & Co. LLC, BMO Capital Markets Corp.; Rule 144A; to fund expansion of its wireless network and for general corporate purposes; Toronto-based wireless communications services provider.

HILTON WORLDWIDE HOLDINGS INC.: New bonds as part of a debt refinancing; also new $6.85 billion credit facility via Deutsche Bank, BofA Merrill Lynch, JPMorgan, Morgan Stanley and Goldman Sachs, set to launch at a Sept. 17 bank meeting; new debt is anticipated to be completed before the company closes on its recently announced initial public offering of common stock; McLean, Va.-based hospitality company.

HUDSON'S BAY CO.: $400 million senior notes and $1.9 billion term loan (expected blended rate in the mid-5% range); Bank of America Merrill Lynch, RBC Capital Markets; to fund the acquisition of Saks, Inc., expected to close by the end of 2013; Hudson's Bay is an Ontario-based department store operator; Saks is a New York-based retailer.

INTEGRATED MISSION SOLUTIONS LLC: $340 million senior secured notes backed by a $340 million senior secured bridge loan led by Jefferies LLC; also $70 million revolver; to fund the buyout of Michael Baker Corp., expected to close in the late in the third quarter or early in the fourth quarter; Integrated Mission Solutions, an affiliate of DC Capital Partners LLC, is a government contractor that provides engineering, construction, technical services, strategic consulting and other mission-critical services and solutions; Michael Baker is a Moon Township, Pa.-based provider of engineering, design, planning and construction services.

IONA ENERGY CO. (UK) LTD. (IONA ENERGY INC.): $250 million to $300 million callable senior secured bonds; Pareto Securities; to refinance credit facility, of which approximately $139 million is drawn, and to partially retire its existing structured energy derivative transaction, also to fund the delivery of its Orlando and Kells projects to first oil, as well as mature and accelerate its other pipeline of development opportunities; Calgary, Alta.-based oil and gas exploration, development and production company focused on oil and gas development in the United Kingdom's North Sea.

JARDEN CORP.: $795 million bonds and bank loans, sizes to be determined; to help fund its acquisition of Yankee Candle Investments LLC from Madison Dearborn Partners LLC for $1.75 billion in cash, expected to close early in the fourth quarter of 2013; Jarden is a Rye, N.Y.-based provider of consumer products; Yankee Candle is a South Deerfield, Mass.-based designer, manufacturer, wholesaler and retailer of scented candles.

M&G FINANCE CORP.: $200 million to $300 million senior secured notes due 2019 (expected B3//BB), downsized from $500 million; J.P. Morgan Securities LLC (sole); Rule 144A and Regulation S for life; non-callable (call protection increased from four years); to finance construction of new PET and PTA production facilities, pay back intercompany debt and fund working capital; Houston-based Mossi & Ghisolfi (M&G) produces polyethylene terephthalate (PET) resin for packaging applications.

NAL OIL & GAS: C$150 million to C$250 million notes; RBC Capital Markets, BMO Nesbitt Burns; Calgary, Alta., trust acquires interests in Canada's upstream conventional oil and gas industry.

NIELSEN HOLDINGS NV: $1.3 billion bridge, most or all to be taken out with high-yield bonds, to fund its acquisition of Arbitron Inc.; J.P. Morgan Securities LLC; Nielsen is a New York and Netherlands-based provider of information and insights into what consumers watch and buy; Arbitron is a Columbia, Md.-based media and marketing research firm.

RUE 21 INC.: $250 million senior notes backed by a bridge loan via J.P. Morgan Securities LLC, BofA Merrill Lynch, Goldman Sachs Bank USA; also $680 million facility; to help fund the purchase of the company by Apax Partners, expected to close by the end of 2013; Warrendale, Pa.-based retailer of girls' and guys' apparel and accessories.

SILVERLEAF RESORTS, INC.: $175 million senior secured notes due 2019; Deutsche Bank Securities Inc.; non-callable for three years; to pre-fund development of vacation ownership inventory, to refinance a portion of the company's existing debt, to pay a dividend to the sponsor; Dallas-based resort operator.

TMS INTERNATIONAL CORP.: $300 million senior notes and $575 million senior secured credit facility; J.P. Morgan Securities LLC and Goldman Sachs Bank USA; to help fund the buyout of the company by certain members of the Pritzker family, expected to close in the fourth quarter of 2013; Glassport, Pa.-based provider of outsourced industrial services to steel mills.

U.S. XPRESS ENTERPRISES, INC.: $250 million senior secured second-lien notes due 2020 (Caa1/B-); Wells Fargo Securities LLC (left books), Morgan Stanley & Co. LLC (joint books), Regions Securities LLC (co); Rule 144A and Regulation S with registration rights; callable in three years at par plus 75% of the coupon; to repay the existing senior secured credit facility, receivable securitization facility and other debt; Chattanooga, Tenn.-based truckload carrier and a diversified provider of truckload, intermodal and logistics services; price talk 9½% to 9¾%.

Roadshows

Started Sept. 9: AIR CANADA $300 million; JPMorgan, Citigroup, Credit Suisse, Morgan Stanley, TD.

Pricing late Sept. 9 week: DIAMONDBACK ENERGY $450 million; Credit Suisse, Wells Fargo.

Started Sept. 11: PRA INTERNATIONAL $375 million; Credit Suisse, Jefferies, UBS, KKR, Citigroup.

Started Sept. 11: PROSPECT MORTGAGE $200 million; Credit Suisse, BofA Merrill Lynch.

Started Sept. 11: SOHO HOUSE £105 million; Imperial.

Started Sept. 12: BOART LONGYEAR $300 million; JPMorgan, BofA Merrill Lynch, Goldman Sachs.

Started Sept. 16: PHONES 4U £200 million; Goldman Sachs, Lloyds.

Started Sept. 17: DELL $3.25 billion; Credit Suisse, Barclays, BofA Merrill Lynch, RBC, UBS.

Started Sept. 17: JERROLD £200 million; RBS, Jefferies, Lloyds.


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