Epiq, Brook, Penn National break; ArcLight, TouchTunes revise deals; Paradigm accelerated

By Sara Rosenberg

New York, April 21 – Epiq (DTI Holdco Inc.) firmed the spread on its first-lien term loan at the low end of talk, and Brook + Whittle (BW Holding Inc.) increased the size of its incremental first-lien term loan and set the original issue discount at the wide end of guidance, and then these deals freed to trade on Thursday.

Another deal to make its way into the secondary market during the session was Penn National Gaming Inc.’s term loan B.

In more happenings, ArcLight GCX (AL GCX Holdings LLC) trimmed pricing on its term loan B and modified the issue price, and TouchTunes (TA TT Buyer LLC) revised the original issue discount on its first-lien term loan.

Also, Paradigm (Outcomes Group Holdings Inc.) accelerated the commitment deadline for its incremental term loans, Bausch + Lomb disclosed price talk with launch and Refresco Group BV joined the near-term primary calendar.

Epiq updated, trades

Epiq finalized pricing on its $960 million seven-year first-lien term loan (B2/B-) at SOFR plus 475 basis points, the tight end of the SOFR plus 475 bps to 500 bps guidance, a market source said.

The first-lien term loan still has a 0.75% floor, an original issue discount of 98 and 101 soft call protection for six months.

Recommitments were due at 11 a.m. ET on Thursday and the first-lien term loan broke for trading in the afternoon, with levels quoted at 98¼ bid, 99 offered, the source added.

The company’s $1.335 billion of credit facilities also include a $125 million revolver and a $250 million privately placed second-lien term loan.

Credit Suisse Securities (USA) LLC is the left lead on the deal that will be used to refinance the company’s existing capital structure.

Epiq is an alternative legal service provider, offering technology and services to corporate and law firm clients.

Brook + Whittle upsized

Brook + Whittle raised its fungible incremental first-lien term loan (B2) due December 2028 to $131 million from $126 million and firmed the original issue discount at 97.5, the wide end of the 97.5 to 98 talk, according to a market source.

As before, the incremental first-lien term loan is priced at SOFR+CSA plus 400 bps with a 0.5% floor and has 101 soft call protection for six months and CSA of 10 bps one-month rate, 15 bps three-month rate and 25 bps six-month rate.

Credit Suisse Securities (USA) LLC, Wells Fargo Securities LLC, Jefferies LLC and BMO Capital Markets are leading the deal.

Recommitments were due at noon ET on Thursday, moved up from an original deadline of 5 p.m. ET on Thursday.

Brook + Whittle frees

In the afternoon, Brook + Whittle’s incremental first-lien term loan made its way into the secondary market, with levels quoted at 97½ bid, 98½ offered, another source added.

The incremental first-lien term loan will be used with a $57 million privately placed incremental second-lien term loan to fund the acquisition of Cenveo Worldwide Ltd.’s custom labels business and an acquisition under a letter of intent, and, as a result of the upsizing, to add cash to the balance sheet for general corporate purposes.

In connection with this transaction, pricing on the company’s existing first-lien term loan will migrate to SOFR+CSA plus 400 bps with a 0.5% floor from Libor plus 400 bps with a 0.5% floor.

Closing is expected this quarter.

Brook + Whittle is a Guilford, Conn.-based manufacturer of pressure sensitive labels, shrink sleeves, flexible packaging and heat transfer labels.

Penn National breaks

Penn National Gaming’s $1 billion seven-year term loan B (Ba3/BB) began trading as well, with levels quoted at 99¾ bid, par 1/8 offered, a market source remarked

Pricing on the term loan is SOFR+10 bps CSA plus 275 bps with a 0.5% floor and it was sold at an original issue discount of 99.5. The debt has 101 soft call protection for six months.

During syndication, pricing on the term loan B was lowered from talk in the range of 300 bps to 325 bps and the discount was revised from talk in the range of 98.5 to 99.

BofA Securities Inc. is leading the deal that will be used to help refinance existing loans.

Penn National is a Wyomissing, Pa.-based owner and operator of gaming and racing facilities.

ArcLight GCX revised

In other news, ArcLight GCX cut pricing on its $630 million seven-year senior secured term loan B (Ba3/B+) to SOFR+CSA plus 375 bps from SOFR+CSA plus 400 bps, and changed the original issue discount talk to a range of 99 to 99.5 from a range of 98 to 98.5, before firming at 99.5, according to a market source.

The term loan still has a 0.5% floor, CSA of 10 bps one-month rate, 15 bps three-month rate and 25 bps six-month rate, and 101 soft call protection for six months.

Recommitments were due at 2 p.m. ET on Thursday, accelerated from an original deadline of 5 p.m. ET on Thursday, and allocations are expected on Friday morning, the source added.

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.

TouchTunes tweaked

TouchTunes tightened the original issue discount on its $385 million seven-year covenant-lite first-lien term loan (B1/B-) to 99 from talk in the range of 98 to 98.5, a market source said.

Pricing on the term loan remained at SOFR plus 525 bps with a 0.5% floor, and the debt still has 101 soft call protection for six months.

Recommitments were due at 2 p.m. ET on Thursday, the source added.

Citizens Bank is leading the deal that will be used to help fund the buyout of the company by TA Associates from Searchlight Capital Partners LP and Newlight Partners LP.

TouchTunes is a New York-based in-venue, interactive music and entertainment platform.

Paradigm accelerated

Paradigm moved up the commitment deadline for its non-fungible $110 million incremental first-lien term loan (B3/B) due October 2025 and non-fungible $60 million incremental second-lien term loan (Caa2/CCC+) due October 2026 to 5 p.m. ET on Monday from 5 p.m. ET on Tuesday, according to a market source.

Talk on the first-lien term loan is SOFR+CSA plus 450 bps to 475 bps with a 0.5% floor, an original issue discount of 98 and 101 soft call protection for six months, and talk on the second-lien term loan is SOFR+CSA plus 800 bps to 825 bps with a 0.5% floor, a discount of 98 and call protection of 102 in year one and 101 in year two.

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

Credit Suisse Securities (USA) LLC and Truist are leading the deal that will be used to repay revolver borrowings and fund a distribution to shareholders.

With this transaction, the revolver maturity is being extended to April 2025 from October 2023.

Paradigm is a Walnut Creek, Calif.-based provider of complex and catastrophic case management to the workers’ compensation industry.

Bausch + Lomb guidance

Bausch + Lomb held its lender call on Thursday morning and announced talk on its $2.5 billion five-year first-lien term loan (Ba2/B+/BB+) at SOFR+10 bps CSA plus 325 bps to 350 bps with a 0.5% floor, an original issue discount of 98.5 and 101 soft call protection for six months, a market source remarked.

Ticking fees on the term loan are half the margin from days 46 to 90 and the full margin thereafter.

Commitments are due at noon ET on May 5, the source added.

Goldman Sachs Bank USA, Morgan Stanley Senior Funding Inc., Citigroup Global Markets Inc., JPMorgan Chase Bank and Barclays are leading the deal.

The term loan is being done in connection with the company’s spinoff from Bausch Health Cos. Inc. and will be used to fund an intercompany loan repayment to Bausch Health.

Bausch + Lomb is a Vaughan, Ont.-based eye health company.

Refresco on deck

Refresco will hold a lender call at 10 a.m. ET on Friday to launch €3.4 billion equivalent of term loans, according to a market source.

The debt is split between a €1.53 billion equivalent U.S. term loan B, a €1.53 billion term loan B and a €340 million equivalent GBP term loan B, the source said.

Commitments are due at 5 p.m. ET on May 4 for the U.S. loan and noon ET on May 4 for the euro and GBP loans.

Goldman Sachs, JPMorgan Chase Bank and KKR Capital Markets are the joint physical bookrunners on the deal, with Goldman left on the U.S. loan and JPMorgan left on the euro and GBP loans. Credit Suisse, Natwest, BofA Securities Inc., Morgan Stanley Senior Funding Inc., Mizuho, MUFG, ABN Amro, Credit Agricole, Unicredit, Rabobank, ING, BNP Paribas Securities Corp. and SMBC are joint bookrunners. JPMorgan is the agent.

The debt will be used to help fund KKR’s acquisition of a majority stake in the Rotterdam, the Netherlands-based beverage producer. Refresco’s existing investors, PAI Partners and British Columbia Investment Management Corp., will maintain a significant minority position.

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