Cengage, Medforth, Herman Miller break; Univision, Unified Women’s, AssuredPartners updated

By Sara Rosenberg

New York, June 29 – Cengage Learning Inc. finalized the spread on its first-lien term loan B at the low end of talk, and Medforth firmed the original issue discount on its term loan at the tight side of guidance and added a leverage-based pricing step-down, and then these deals freed to trade on Tuesday, and Herman Miller Inc.’s term loan B broke as well.

In more happenings, Univision and Unified Women’s Healthcare LP set the original issue discounts on their term loans at the tight end talk, AssuredPartners Inc. increased the size of its add-on term loan, set pricing at the low end of talk and revised the issue price, and RBmedia modified the original issue discount on its add-on term loan B.

Also, TK Elevator updated pricing on its U.S. and euro term loans, Visual Comfort & Co. (Illuminate Merger Sub Corp.) and Aveanna Healthcare LLC moved up the commitment deadlines for their term loans, and Flynn Canda joined this week’s primary calendar.

Cengage firms, trades

Cengage Learning firmed pricing on its $1.65 billion five-year covenant-lite first-lien term loan B at Libor plus 475 basis points, the low end of the Libor plus 475 bps to 500 bps talk, a market source remarked.

The term loan still has a 1% Libor floor, an original issue discount of 99 and 101 soft call protection for one year.

Previously in syndication, the term loan was upsized from $1.25 billion as plans for $400 million of other secured debt were eliminated, the call protection was extended from six months, and revisions were made to, among other things, incremental, MFN and mandatory repayments.

On Tuesday, the term loan B broke for trading, with levels quoted at 99¼ bid, 99¾ offered, a trader added.

Morgan Stanley Senior Funding Inc. is the left lead on the deal that will be used to refinance the company’s existing term loan B.

Cengage is a Boston-based educational content, technology and services company for the higher education and K-12, professional, library and workforce training markets.

Medforth tweaked, frees

Medforth set the original issue discount on its $1.05 billion term loan at 99.5, the tight end of the 99 to 99.5 talk, and added a pricing step-down to Libor plus 300 bps based on total net leverage, according to a market source.

Initial pricing on the term loan remained at Libor plus 325 bps with a 0.5% Libor floor.

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

Recommitments were due at 1 p.m. ET on Tuesday and the term loan began trading late in the day, with levels quoted at 99¾ bid, par offered, another source added.

Macquarie Capital (USA) Inc., Goldman Sachs Bank USA, Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., HSBC Securities (USA) Inc., TCG and Morgan Stanley Senior Funding Inc. are leading the deal that will be used to fund a recapitalization by the Carlyle Group.

Medforth is a New York-based educational institution, providing students medical degrees and veterinary degrees.

Herman hits secondary

Herman Miller’s $625 million seven-year term loan B (Ba1/BBB-) freed to trade, with levels quoted by traders at 99¾ bid, par ½ offered.

Pricing on the term loan is Libor plus 200 bps with a 25 bps step-down at 1.5x first-lien net leverage and a 0% Libor floor. The debt was sold at an original issue discount of 99.5 and has 101 soft call protection for six months.

During syndication, pricing on the loan was reduced from Libor plus 225 bps and the step-down was added.

Goldman Sachs Bank USA, Wells Fargo Securities LLC, Citizens Bank, JPMorgan Chase Bank, KeyBanc Capital Markets Inc., PNC Capital Markets LLC, Huntington National Bank and Truist Securities Inc. are leading the deal that will be used to help fund the acquisition of Knoll Inc. for $11.00 in cash and 0.32 of a share of Herman Miller common stock for each share of Knoll common stock. The transaction is valued at $1.8 billion.

Closing is expected in mid-July.

Herman Miller is a Zeeland, Mich.-based manufacturer of office furniture and equipment. Knoll is an East Greenville, Pa.-based manufacturer of home and workplace furnishings, accessories, textiles and leathers.

Univision sets OID

Back in the primary market, Univision firmed the original issue discount on its $1.964 billion term loan B due March 2026 at 99.5, the tight end of the 99 to 99.5 talk, according to a market source.

The term loan is priced at Libor plus 325 bps with a 50 bps step-up in the event that the merger with ContentCo does not close and a 0.75% Libor floor, and has 101 soft call protection for six months.

Allocations went out on Tuesday.

Goldman Sachs Bank USA, Barclays, BofA Securities Inc., Citigroup Global Markets Inc., Deutsche Bank Securities Inc., JPMorgan Chase Bank and Morgan Stanley Senior Funding Inc. are leading the deal that will be used to reprice an existing term loan B due 2026.

Univision is a New York-based Spanish-language content and media company.

Unified Women’s finalized

Unified Women’s Healthcare finalized the original issue discount on its fungible $235 million incremental first-lien term loan due Dec. 18, 2027 at 99.5, the tight end of the 99 to 99.5 talk, a market source said.

Pricing on the incremental term loan is Libor plus 425 bps with a 0.75% Libor floor.

Allocations went out on Tuesday afternoon, the source added.

Barclays, Credit Suisse Securities (USA) LLC, BofA Securities Inc., RBC Capital Markets, Deutsche Bank Securities Inc. and Antares Capital are leading the deal that will be used to fund the acquisition of CCRM, a provider of fertility science, research and treatment, and to pay fees and expenses.

Unified Women’s Healthcare is a Boca Raton, Fla.-based practice management platform in women’s health care.

AssuredPartners modified

AssuredPartners raised its fungible add-on term loan to $200 million from $150 million, firmed pricing on the add-on term loan and repricing of its existing $297 million incremental term loan due February 2027 at Libor plus 350 bps, the low end of the Libor plus 350 bps to 375 bps talk, and tightened the issue price on the debt to par from 99.75, according to a market source.

As before, the term loan debt has a 0.5% Libor floor and 101 soft call protection for six months.

JPMorgan Chase Bank is leading the deal.

The add-on term loan will be used to fund acquisitions, and the repricing will take the existing incremental term loan down from Libor plus 450 bps with a 1% Libor floor.

AssuredPartners is a Lake Mary, Fla.-based provider of property and casualty and employee benefits insurance brokerage services.

RBmedia tightens

RBmedia revised the original issue discount on its fungible $150 million add-on term loan B (B3/B-) due Aug. 31, 2025 to 99.875 from talk in the range of 99.5 to 99.75, a market source remarked.

Like the existing term loan, the add-on term loan is priced at Libor plus 400 bps with a 0% Libor floor.

Recommitments were due at 3 p.m. ET on Tuesday and the loan allocated late in the day, the source added.

Goldman Sachs Bank USA, KKR Capital Markets, Morgan Stanley Senior Funding Inc., ING and Truist are leading the deal, which will be used to fund the acquisition of Kanopy, a video streaming service for public and academic libraries, by Overdrive, a Cleveland-based digital reading platform for libraries and schools that is part of RBmedia.

RBmedia is a Landover, Md.-based digital audiobook and related spoken-word content producer.

TK Elevator updated

TK Elevator firmed pricing on its repriced roughly $2.861 billion senior secured term loan B due July 2027 at Libor plus 350 bps, the low end of the Libor plus 350 bps to 375 bps talk, and set the issue price at par, the tight end of the of 99.75 to par talk, according to a market source.

The U.S. term loan still has a 25 bps pricing step-down at 4.42x senior secured net leverage, a 0.5% Libor floor and 101 soft call protection for six months.

Meanwhile, price talk on the company’s repriced €1.015 billion senior secured term loan B due July 2027 was revised to a range of Euribor plus 362.5 bps to 375 bps from Euribor plus 375 bps and the issue price was set at par, the tight end of the 99.75 to par talk, the source said.

The euro term loan still has a 25 bps pricing step-down at 4.42x senior secured net leverage and a 25 bps step-down at 3.92x senior secured net leverage, a 0% floor and 101 soft call protection for six months.

The company is also in market with a new €200 million equivalent add-on term loan.

TK Elevator leads

Goldman Sachs is the physical bookrunner on TK Elevator’s term loans (B1/B+/B+). Deutsche Bank is a bookrunner.

Recommitments for the euro term loan are due at 8 a.m. ET on Wednesday, and allocations on the U.S. and euro debt are expected on Wednesday, the source added.

The add-on term loan will be used to partially repay existing senior notes, and the repricing will revise pricing on the existing U.S. and euro term loans from Libor/Euribor plus 425 bps with a 0% floor.

TK Elevator is an international provider of elevator technology.

Visual Comfort accelerated

Visual Comfort changed the commitment deadline for its $835 million seven-year covenant-lite first-lien term loan (B1/B) and $335 million eight-year covenant-lite second-lien term loan (Caa1/CCC+) to 10 a.m. ET on Wednesday from 5 p.m. ET on Wednesday, a market source said.

Talk on the first-lien term loan is Libor plus 375 bps to 400 bps with a 0.5% 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 700 bps to 725 bps with a 0.5% Libor floor, a discount of 99 and call protection of 102 in year one and 101 in year two.

Deutsche Bank Securities Inc., Goldman Sachs Bank USA, Barclays, Credit Suisse Securities (USA) LLC, KeyBanc Capital Markets and Nomura are leading the deal, with Deutsche the left lead on the first-lien loan and Goldman Sachs the left lead on the second-lien loan.

Proceeds will be used to help fund a strategic investment in the company by Goldman Sachs Asset Management and Leonard Green & Partners LP alongside their existing investment partner, AEA Investors.

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

Visual Comfort is a Houston-based provider of decorative and functional lighting.

Aveanna moves deadline

Aveanna accelerated the commitment deadline for its $860 million seven-year term loan B and $200 million delayed-draw term loan B with a 24-month availability period to noon ET on Wednesday from 5 p.m. ET on Wednesday, according to a market source.

Talk on the senior secured term loans (B2/B-) is Libor plus 375 bps to 400 bps with a 0.5% Libor floor and an original issue discount of 99. The term loan has 101 soft call protection for six months, and the delayed-draw term loan ticking fee is half the margin from days 46 to 90 and the full margin thereafter.

Original issue discount on the delayed-draw term loan is payable at funding.

Barclays is the left lead on the deal that will be used to refinance the company’s existing capital structure.

Aveanna Healthcare is an Atlanta-based home health care company.

Flynn on deck

Flynn Canda will hold a lender call at 11 a.m. ET on Wednesday to launch a $300 million seven-year first-lien term loan (B1/B) talked at Libor plus 350 bps with a 0.5% Libor floor, an original issue discount of 99 to 99.5 and 101 soft call protection for six months, according to a market source.

Commitments are due at 5 p.m. ET on July 14, the source added.

JPMorgan Chase Bank is leading the deal that will be used to help refinance existing debt, pay a shareholder distribution and share buyback, and fund an acquisition.

Flynn is a Toronto-based total building envelope contractor.

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