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Published on 8/10/2021 in the Prospect News Bank Loan Daily.

Cloudera, GEON free up; BakeMark, RealPage, Unified Women’s, W.R. Grace accelerated

By Sara Rosenberg

New York, Aug. 10 – Cloudera Inc. set the original issue discount on its first-lien term loan at the wide end of guidance, and tightened the spread and issue price on its second-lien term loan before freeing up for trading on Tuesday.

Also, GEON Performance Solutions LLC allocated its credit facilities and its term loan B broke for trading above its original issue discount.

In more happenings, BakeMark USA LLC (Balrog Acquisition Inc.), RealPage Inc., Unified Women’s Healthcare LP and W.R. Grace & Co. moved up the commitment deadlines for their term loan transactions, and Kenan Advantage Group Inc. and 8th Avenue Food & Provisions Inc. disclosed price talk with launch.

Cloudera revised

Cloudera firmed the original issue discount on its $1.64 billion seven-year first-lien term loan (B2/B-) at 99, the wide end of the 99 to 99.5 talk, while leaving pricing at Libor plus 375 basis points with a 0.5% Libor floor, according to market sources.

Additionally, the company trimmed pricing on its $500 million eight-year second-lien term loan (Caa2/CCC) to Libor plus 600 bps from talk in the range of Libor plus 625 bps to 650 bps and changed original issue discount talk to a range of 99 to 99.5 from just 99, before finalizing the discount at 99.5, sources said.

As before, the first-lien term loan has 101 soft call protection for six months, and the second-lien term loan has a 0.5% Libor floor and hard call protection of 102 in year one and 101 in year two.

The company’s $2.39 billion of senior secured credit facilities also include a $250 million revolver (B2/B-).

JPMorgan Chase Bank, BofA Securities Inc., KKR Capital Markets, Deutsche Bank Securities Inc., Goldman Sachs Bank USA, BNP Paribas Securities Corp., Barclays, Citigroup Global Markets Inc., Credit Agricole, MUFG and Sumitomo are leading the deal, with JPMorgan the left lead on the first-lien loan and BofA the left lead on the second-lien loan. JPMorgan is the administrative agent on both term loans.

Cloudera starts trading

Recommitments for Cloudera’s credit facilities were due at noon ET on Tuesday and the debt broke for trading in the afternoon, with the first-lien term loan quoted at 99 1/8 bid, 99 5/8 offered and the second-lien term loan quoted at par ¼ bid, 101 offered, sources added.

The credit facilities will be used with equity to fund the buyout of the company by Clayton, Dubilier & Rice and KKR for $16.00 in cash per share. The transaction is valued at $5.3 billion.

Closing is expected in the second half of this year, subject to customary conditions, including the approval of Cloudera shareholders and antitrust approval.

Cloudera is a Santa Clara, Calif.-based enterprise data cloud company.

GEON hits secondary

GEON Performance Solutions’ $630 million seven-year term loan B also freed to trade during the session, with levels quoted at 99¾ bid, par ¼ offered, a market source remarked.

Pricing on the term loan is Libor plus 475 bps with a 25 bps step-down at 3.75x first-lien net leverage and a 0.75% Libor floor. The debt was sold at an original issue discount of 99.25 and has 101 soft call protection for one year.

During syndication, the term loan was upsized from $600 million, pricing was lowered from Libor plus 500 bps, the discount was tightened from 99, the MFN sunset was extended to 24 months from 12 months, the MFN carveout was reduced to 50% EBITDA from 100% and the acquisition carveout was removed, quarterly lender calls were added, the inside maturity basket was removed, the free-and-clear basket was reduced to 75% EBITDA from 100%, and the “no worse than” debt incurrence for first-lien, second-lien and unsecured was eliminated.

The company’s $690 million of credit facilities (B2/B+) also include a $60 million five-year revolver.

GEON lead banks

HSBC Securities (USA) Inc., Morgan Stanley Senior Funding Inc. and KeyBanc Capital Markets are leading GEON Performance’s credit facilities.

Proceeds will be used with cash on hand to refinance existing debt and fund a one-time special distribution to shareholders, the amount of which was increased to $190 million from $160 million with the recent term loan upsizing.

Closing is expected late in the week of Aug. 16.

Pro forma net leverage is 4.3x.

GEON Performance is a Westlake, Ohio-based provider of plastic compounded solutions.

BakeMark tweaks timing

Back in the primary market, BakeMark accelerated the commitment deadline for its $435 million seven-year first-lien term loan (B3/B-) to 5 p.m. ET on Wednesday from 5 p.m. ET on Thursday, according to a market source.

Talk on the first-lien term loan is Libor plus 425 bps with a 0.5% Libor floor, an original issue discount of 99 to 99.5 and 101 soft call protection for six months.

The company’s $680 million of credit facilities also include a $100 million ABL revolver and a $145 million already privately placed second-lien term loan.

Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., BMO Capital Markets, Ares, CBAM and Blue Owl are leading the deal that will be used to help fund the buyout of the company by Clearlake Capital Group LP from Pamplona Capital Management.

BakeMark is a Pico Rivera, Calif.-based manufacturer and distributor of bakery ingredients, products and supplies.

RealPage accelerated

RealPage moved up the commitment deadline for its fungible $290 million add-on first-lien term loan B (B2/B/B+) due April 2028 to the close of business on Tuesday from Wednesday, a market source said.

Pricing on the add-on term loan is Libor plus 325 bps with a 25 bps step-down at first-lien net leverage of 4.6x and a 0.5% Libor floor, in line with existing first-lien term loan pricing, and the new debt is talked with an original issue discount of 98.5 to 99.

The add-on term loan has 101 soft call protection until October.

Goldman Sachs Bank USA is leading the deal that will be used to support the acquisition of G5 Search Marketing Inc., a Bend, Ore.-based pure-play provider of digital marketing, advertising and analytics solutions to the real estate sector.

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

Thoma Bravo is the sponsor.

RealPage is a Richardson, Tex.-based provider of software and data analytics to the real estate industry.

Unified moves deadline

Unified Women’s Healthcare accelerated the commitment deadline for its fungible $130 million incremental first-lien term loan due Dec. 18, 2027 to noon ET on Wednesday from 5 p.m. ET on Wednesday, according to a market source.

Pricing on the incremental term loan is Libor plus 425 bps with a 0.75% Libor floor and the new debt is talked with an original issue discount of 99 to 99.5.

Barclays, Credit Suisse Securities (USA) LLC, RBC Capital Markets and Antares Capital are leading the deal that will be used to finance the acquisition of Women’s Health USA, an Avon. Conn.-based provider of value-based care and practice management services.

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

W.R. Grace accelerated

W.R. Grace revised the commitment deadline for its $1.45 billion term loan B (B1/B/BB+) due 2028 to noon ET on Wednesday from noon ET on Thursday, a market source said.

Talk on the term loan is Libor plus 375 bps to 400 bps with a 0.5% Libor floor and an original issue discount of 99 to 99.5.

JPMorgan Chase Bank, BNP Paribas Securities Corp., Deutsche Bank Securities Inc., Citigroup Global Markets Inc., HSBC Securities (USA) Inc. and TD Securities (USA) LLC are leading the deal that will be used to help fund the acquisition of the company by Standard Industries Holdings Inc. for $70.00 per share in cash. The transaction is valued at about $7 billion.

W.R. Grace will operate as a standalone company within the portfolio of Standard Industries Holdings.

Closing is expected in the fourth quarter, subject to customary conditions, including approval by W.R. Grace shareholders and the receipt of regulatory approvals.

W.R. Grace is a Columbia, Md.-based specialty chemical company. Standard Industries Holdings is a New York-based industrial company.

Kenan reveals guidance

Kenan Advantage held its lender call on Tuesday morning and announced price talk on its $100 million incremental first-lien term loan (B2/B-) and $300 million six-year second-lien term loan (Caa2/CCC), a market source remarked.

Talk on the incremental first-lien term loan is Libor plus 375 bps with a 0.75% Libor floor and an original issue discount of 99.5, and talk on the second-lien term loan is Libor plus 725 bps with a 0.75% Libor floor, a discount of 98 to 99 and call protection of 102 in year one and 101 in year two, the source continued.

Spread and floor on the incremental first-lien term loan matches the existing term loan pricing.

Commitments are due at noon ET on Aug. 17.

KeyBanc Capital Markets LLC is the left lead on the first-lien term loan, and Barclays is the left lead on the second-lien term loan.

Kenan amending

In addition to the term loan, Kenan Advantage is looking to amend its first-lien term loan to permit the proposed transaction and allow for related changes.

Consenting lenders are being offered a 10 bps amendment fee, the source added.

The new term loan debt will be used to refinance the company’s existing senior notes due 2023.

Kenan Advantage is a North Canton, Ohio-based provider of liquid bulk transportation services to the fuels, chemicals, liquid foods and merchant gas markets.

8th Avenue talk

8th Avenue Food launched on its morning call its $125 million incremental first-lien term loan (B2/B-) due Oct. 1, 2025 at talk of Libor plus 475 bps with a 0.75% Libor floor, an original issue discount of 98.5 to 99 and 101 soft call protection for six months, according to a market source.

Commitments are due at noon ET on Aug. 17.

Barclays is leading the deal that will be used to repay revolver drawings, which were used to finance a portion of the acquisition of Ronzoni, and for working capital needs and general corporate purposes.

8th Avenue Food is a Brentwood, Mo.-based consumer products holding company.


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