MKS breaks; Element changes emerge; Veracode, BrightView, Congruex, Mavis, Quirch set talk

By Sara Rosenberg

New York, April 11 – MKS Instruments Inc. moved some funds between its U.S. and euro term loans and reduced spreads before freeing up for trading on Monday.

Also, Element Materials trimmed pricing on its U.S. and euro term loans, and revised original issue discount guidance and ticking fees.

In addition, Veracode (Mitnick Corporate Purchaser Inc.), BrightView Landscapes, Congruex Group, Mavis Tire Express Services TopCo Corp. and Quirch Foods Holdings LLC released price talk with launch, and ArcLight GCX (AL GCX Holdings LLC) and STG Logistics joined this week’s primary calendar.

MKS reworked

MKS Instruments scaled back its U.S. seven-year term loan B to $3.6 billion from $3.81 billion and cut pricing to SOFR+CSA plus 275 basis points from SOFR+CSA plus 300 bps, and raised its euro seven-year term loan B to €600 million from €400 million while trimmed the spread to Euribor plus 300 bps from Euribor plus 325 bps, according to a market source.

As before, the U.S. term loan has a 0.5% floor, CSA of 10 bps one-month rate, 15 bps three-month rate and 25 bps six-month rate and a ticking fee starting on day 0 of SOFR+CSA plus the full margin and floor, the euro term loan has a 0% floor and a ticking fee starting on day 0 of Euribor plus the full margin and floor, and both term loans have an original issue discount of 98 and 101 soft call protection for one year. The ticking fees are only payable if the deal closes.

The company’s $5.75 billion equivalent of senior secured credit facilities (Ba1) also include a $500 million five-year revolver and a $1 billion five-year term loan A.

MKS hits secondary

Recommitments for MKS’ U.S. term loan were due at noon ET on Monday and recommitments for the euro term loan were due at 10 a.m. ET on Monday, and then the debt freed to trade, with the U.S. term loan quoted at 99¼ bid, 99¾ offered, a trader added.

JPMorgan Chase Bank, Barclays, BofA Securities Inc., HSBC Securities, Citigroup Global Markets Inc. and Mizuho are leading the deal that will be used to help fund the acquisition of Atotech Ltd. for $16.20 in cash and 0.0552 of a share of MKS common stock for each Atotech common share.

MKS is an Andover, Mass.-based provider of technologies that enable advanced processes and improve productivity. Atotech is a Berlin-based specialty chemicals technology company.

Element revised

Element Materials reduced pricing on its $1.425 billion seven-year term loan to SOFR+10 bps CSA plus 425 bps from 450 bps and changed original issue discount talk to a range of 98.5 to 99 from a range of 97.5 to 98, a market source remarked.

Additionally, pricing on the $400 million equivalent euro seven-year term loan was cut to Euribor plus 425 bps from 450 bps and the discount talk was tightened to a range of 98.5 to 99 from 98, the source continued.

Furthermore, the 25 bps pricing step-down at 5x first-lien leverage was removed from the U.S. term loan, but the 25 bps step-down at 4.5x first-lien leverage was left in place, and 25 bps step-downs at 5x and 4x first-lien leverage were removed from the euro term loan, but the 25 bps step-down at 4.5x first-lien leverage remained.

Also, ticking fees on the term loans were revised to half the spread from days 46 to 90 and the full spread thereafter from half the spread from days 91 to 150 and the full spread thereafter, and some changes were made to documentation.

The U.S. term loan still has 0.5% floor, the euro term loan still has a 0% floor and both loans still have 101 soft call protection for six months.

Element lead banks

BofA Securities Inc., Goldman Sachs and ING are physical bookrunners on Element Materials’ $1.825 billion equivalent of term loans (B1/B), with BofA left lead on the U.S. loan. Credit Agricole and Lloyds are passive bookrunners, and Bank of Ireland, HSBC, SMBC and Standard Chartered are mandated lead arrangers.

Commitments are due at 10 a.m. ET on Tuesday, the source added.

The new debt will be used to help fund the buyout of the company by Temasek from Bridgepoint.

Element Materials is a London-based provider of testing, inspection and certification services.

Veracode proposed terms

In more happenings, Veracode held its lender call on Monday morning and announced price talk on its $580 million seven-year first-lien term loan (B2/B/BB-) at SOFR+10 bps CSA plus 400 bps to 425 bps with a 0.5% floor and an original issue discount of 98.5, according to a market source.

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

Commitments are due at noon ET on April 20.

Deutsche Bank Securities Inc. is the left lead on the deal that will be used to help fund the buyout of the company by TA Associates in a transaction that values Veracode at $2.5 billion. Veracode’s current majority investor, Thoma Bravo, will retain a minority position in the business.

Closing is expected this quarter, subject to customary conditions.

Veracode is a Burlington, Mass.-based provider of application security solutions.

BrightView launches

BrightView Landscapes launched on a 2 p.m. ET call a $1.2 billion seven-year term loan (B1/BB-) talked at SOFR plus 275 bps to 300 bps with a 0.5% floor, an original issue discount of 99 and 101 soft call protection for six months, a market source said.

Commitments are due at 10 a.m. ET on Thursday, the source added.

JPMorgan Chase Bank is leading the deal that will be used to refinance existing debt and for general corporate purposes.

BrightView is a Blue Bell, Pa.-based provider of landscape services.

Congruex guidance

Congruex Group held its call in the afternoon, launching its $470 million seven-year term loan and $75 million delayed-draw term loan at talk of SOFR+CSA plus 550 bps to 575 bps with a 0.75% floor, an original issue discount of 97.5 and 101 soft call protection for six months, a market source remarked.

CSA is 10 bps one-month rate, 15 bps three-month rate and 25 bps six-month rate.

Delayed-draw term loan ticking fees are half the margin from days 46 to 90 and the full margin thereafter.

Commitments are due at the end of the day on April 26, the source added.

KeyBanc Capital Markets, Citizens and Fifth Third are leading the $545 million of term loans (B3/B) that will be used to fund two acquisitions and refinance existing debt.

Congruex is a specialist in broadband network construction and engineering. It is based in Boulder, Colo.

Mavis OID talk

Mavis Tire came out with original issue discount talk of 99 to 99.25 on its fungible $275 million incremental first-lien term loan due May 2028 with its morning lender call, according to a market source.

As previously reported, price talk on the incremental term loan is SOFR+CSA plus 400 bps with a 0.75% floor, and CSA is 11.448 bps one-month rate, 26.161 bps three-month rate and 42.826 bps six-month rate.

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

Jefferies LLC is leading the deal that will be used to fund an acquisition and to repay existing revolver borrowings.

The company is also seeking a negative consent to convert its existing loans to SOFR from Libor with a CSA of 11.448 bps one-month rate, 26.161 bps three-month rate and 42.826 bps six-month rate.

Pro forma for the transaction, the first-lien term loan will total $2.18 billion.

Mavis is a Millwood, N.Y.-based tire and service retailer.

Quirch holds call

Quirch Foods held a lender call at 1:15 p.m. ET to launch a fungible up to $100 million add-on term loan B (B3/B) due Oct. 27, 2027 talked at SOFR plus 450 bps with a 1% floor and an original issue discount of 99, a market source remarked.

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

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

RBC Capital Markets is leading the deal that will be used to repay some ABL borrowings.

In connection with this transaction, pricing on the company’s existing $593 million term loan B will change to SOFR plus 450 bps with a 1% floor from Libor plus 450 bps with a 1% Libor floor.

Quirch Foods is a Coral Gables, Fla.-based specialty protein supplier to chain grocery stores.

ArcLight GCX on deck

ArcLight GCX set a lender call for 11 a.m. ET on Tuesday to launch a $630 million seven-year senior secured term loan B (Ba3/B+), according to a market source.

The term loan has 101 soft call protection for six months, the source said.

Barclays, Macquarie Capital (USA) Inc., Jefferies LLC, Morgan Stanley Senior Funding Inc. and RBC Capital Markets are leading the deal that will be used to fund the acquisition of a 25% stake in Gulf Coast Express Pipeline LLC.

ArcLight is the sponsor.

ArcLight GCX is a new-build 450-mile Permian natural gas pipeline.

STG readies deal

STG Logistics will hold a lender call at 2 p.m. ET on Tuesday to launch $875 million of senior secured credit facilities, a market source said.

The facilities consist of a $60 million revolver, an up to $90 million designated letter-of-credit revolver and a $725 million first-lien term loan, the source added.

Antares Capital, Deutsche Bank Direct Lending, Stifel Nicolaus and Co. Inc., Citizens Bank and MUFG are leading the deal that will be used to fund the acquisition of XPO Logistics’ intermodal segment, an intermodal and drayage service provider, to refinance existing debt, and to pay fees and expenses related to the transaction.

STG, backed by Wind Point Partners and Oaktree Capital Management, is a Bensenville, Ill.-based provider of facilities-based containerized logistics services.

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