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Published on 1/27/2022 in the Prospect News Bank Loan Daily.

Crocs, Embecta, Intelsat, Bausch Health, TaylorMade, athenahealth, Inspire Brands break

By Sara Rosenberg

New York, Jan. 27 – Crocs Inc. firmed the spread on its first-lien term loan B at the high end of talk, Embecta Corp. lowered pricing on its term loan B and finalized the issue price at the tight side of guidance, and Intelsat Jackson Holdings SA reduced the size of its DIP-to-exit term loan and set the spread at the low end of talk, and then these deals freed to trade on Thursday.

Also, before breaking for trading, Bausch Health Cos. Inc. widened pricing on its term loan B, shortened the maturity and made changes to documentation, and TaylorMade Golf Co. set the original issue discount on its term loan B at the tight end of guidance, removed some pricing step-downs and revised documentation items.

Other deals to make their way into the secondary market during the session included athenahealth Inc. and Inspire Brands Inc. (IRB Holding Corp.).

In more happenings, NortonLifeLock Inc. upsized its term loan B and trimmed the spread, and raised a new term loan A, and Hunter Douglas, Apex Tool Group LLC, Ufinet (Zacapa), Pediatric Associates Holding Co. LLC, Foley Products Co. LLC, Rinchem Co. Inc. and American Trailer World Corp. announced price talk with launch.

Furthermore, ITP Aero, PlayAGS Inc. (AP Gaming I LLC) and MetroNet joined this week’s primary calendar.

Crocs updated, trades

Crocs set pricing on its $2 billion seven-year senior secured covenant-lite first-lien term loan B (Ba2/BB-) at SOFR+CSA plus 350 basis points, the high end of the SOFR+CSA plus 325 bps to 350 bps talk, according to a market source.

The term loan still has a 0.5% floor, an original issue discount of 99.5, 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.

On Thursday, the term loan B broke for trading, with levels quoted at 99 5/8 bid, par 1/8 offered, another source added.

Citigroup Global Markets Inc., PNC Bank, BofA Securities Inc. and Morgan Stanley Senior Funding Inc. are leading the deal that will be used with $50 million of revolver borrowings to fund the acquisition of Heydude, a casual footwear brand, for $2.5 billion, split between $2.05 billion in cash and $450 million in Crocs shares.

Closing is expected in mid-to-late February, subject to customary conditions and regulatory approval.

Net debt is anticipated to be about 3x.

Crocs is a Broomfield, Colo.-based casual footwear company.

Embecta flexes, frees

Embecta cut pricing on its $1.15 billion seven-year covenant-lite term loan B to SOFR plus 300 bps from talk in the range of SOFR plus 350 bps to 375 bps and set the original issue discount at 99.5, the tight end of the 99 to 99.5 talk, a market source remarked.

The 0.5% floor, 0 bps CSA and 101 soft call protection for six months on the term loan were unchanged.

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

The company’s $1.65 billion senior secured deal (Ba3/B+) also includes a $500 million revolver.

Recommitments were due at noon ET on Thursday and the term loan B began trading in the afternoon, with levels quoted at 99 7/8 bid, par 3/8 offered, a trader added.

Morgan Stanley Senior Funding Inc., JPMorgan Chase Bank, Citigroup Global Markets Inc., Wells Fargo Securities LLC, MUFG, US Bank and BNP Paribas Securities Corp. are leading the deal that will be used with $500 million of senior secured notes to fund the spinoff of the diabetes care company from Becton, Dickinson and Co., including payment of the cash distribution to Becton, Dickinson, to pay related transaction fees, expenses and original issue discount, and for general corporate purposes.

Closing is expected early in the second quarter.

Intelsat downsized, breaks

Intelsat Jackson scaled back its DIP-to-exit seven-year term loan to $3.19 billion from up to $3.375 billion and firmed pricing at SOFR+CSA plus 425 bps, the low end of the SOFR+CSA plus 425 bps to 450 bps talk, according to a market source.

Of the total term loan amount, $2.69 billion was syndicated, whereas under the original size $2.875 billion would have been syndicated.

The term loan still has a 0.5% floor, an original issue discount of 99, 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.

During the session, the term loan made its way into the secondary market, with levels quoted at 99½ bid, par ¼ offered, another source added.

Barclays, Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., Goldman Sachs Bank USA and JPMorgan Chase Bank are leading the deal that will be used with $3 billion of senior secured bonds, which will not be syndicated, to fund the company’s emergence from Chapter 11.

Closing is expected during the week of Jan. 31.

Intelsat is a Luxembourg-based satellite telecommunications company.

Bausch revised

Bausch Health raised pricing on its $2.5 billion senior secured term loan B to SOFR+CSA plus 525 bps from talk in the range of SOFR+CSA plus 475 bps to 500 bps, shortened the to five years from seven years and increased amortization to 5% per annum from 1% per annum, a market source said.

The company also added a ticking fee to the term loan of half the spread from days 46 to 90 and the full spread thereafter, and changed MFN to 50 bps for 36 months with no dollar basket carve-out from 50 bps for 12 months with a dollar basket carve-out, the source continued.

As before, the term loan has a 0.5% floor, an original issue discount of 99, 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.

The company’s $3.475 billion of credit facilities (Ba3/BB/BB) also include a $975 million revolver.

Bausch hits secondary

Final commitments for Bausch Health’s term loan B were due at 1:30 p.m. ET on Thursday and the debt began trading later in the day, with levels quoted at 99 3/8 bid, 99 7/8 offered by late day, another source added.

Barclays is leading the deal that will help fund the redemption of 6 1/8% senior notes due 2025, refinance an existing term loan B, partially redeem 9% senior notes due 2025 and pay related fees, premiums and expenses.

The refinancing will also be funded with a $1 billion senior secured notes offering, and the initial public offering of the company’s eye health business, Bausch + Lomb Corp., and related debt financing by Bausch + Lomb.

Bausch is a Laval, Quebec-based health care company.

TaylorMade tweaked, trades

TaylorMade Golf finalized the original issue discount on its $1.05 billion seven-year term loan B (B1/B) at 99.5, the tight end of the 99 to 99.5 talk, and removed a 25 bps step-down at 0.5x inside closing date first-lien net leverage and a 25 bps step-down upon an initial public offering, according to a market source.

Furthermore, MFN was modified to 50 bps for life from 75 bps for 18 months, the inside maturity basket was removed and the company is now required to hold quarterly calls.

The term loan still has pricing of SOFR+CSA plus 325 bps with a 0.5% floor, a 25 bps step-down at 1x inside closing date first-lien net leverage, 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 noon ET on Thursday and the term loan broke in the afternoon, with levels quoted at 99 5/8 bid, 99 7/8 offered, another source added.

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

TaylorMade is a Carlsbad, Calif.-based sports equipment manufacturing company.

athenahealth frees up

athenahealth’s $5.9 billion seven-year term loan B and $1 billion delayed-draw term loan broke too, with the strip of debt quoted at 99 5/8 bid, 99 7/8 offered, a market source said.

Pricing on the term loan debt is SOFR plus 350 bps with a 25 bps step-down at 0.5x inside closing date first-lien net leverage and a 25 bps step-down upon an initial public offering, and a 0.5% floor. The debt was sold at an original issue discount of 99.5 and has 101 soft call protection for six months. The delayed-draw term loan has ticking fees of half the margin from days 46 to 90 and the full margin thereafter.

During syndication, the funded term loan was upsized from $5.75 billion as the company’s senior notes offering was downsized to $2.35 billion from $2.5 billion, pricing was cut from talk in the range of SOFR plus 375 bps to 400 bps, a 25 bps step-down at 0.25x inside closing date first-lien net leverage was removed, the delayed-draw period was shortened to 18 months from 24 months, delayed-draw ticking fees were from half the margin from days 90 to 180 and the full margin thereafter, and a requirement was added for quarterly calls with management discussion and analysis.

athenahealth being acquired

Proceeds from athenahealth’s new debt will be used with $2.36 billion of preferred equity and about $6.2 billion of new common equity to fund its buyout by Bain Capital and Hellman & Friedman from Veritas Capital and Evergreen Coast Capital for $17 billion. Veritas and Evergreen will each retain a minority investment in the company.

JPMorgan Chase Bank, Goldman Sachs Bank USA, BofA Securities Inc., BMO Capital Markets, Barclays, Deutsche Bank Securities Inc., Morgan Stanley Senior Funding Inc., KKR Capital Markets, Credit Suisse Securities (USA) LLC, RBC Capital Markets, MSBC, Truist Securities, Jefferies LLC, Macquarie Capital (USA) Inc., Mizuho, Nomura, Wells Fargo Securities LLC, BNP Paribas Securities Corp., MUFG, U.S. Bank, SMBC, KeyBanc Capital Markets Inc., Fifth Third Securities, Citizens, IMI, Santander, TD Securities (USA) LLC, Bank of Nova Scotia, Stifel and Credit Agricole are the leads on the deal.

Closing is expected this quarter, subject to regulatory approvals and customary conditions.

athenahealth is a Watertown, Mass.-based provider of cloud-based enterprise software solutions for medical groups and health systems.

Inspire Brands breaks

Inspire Brands’ $2,549,250,000 senior secured term loan B due Dec. 15, 2027 hit the secondary market as well, with levels quoted at par bid, par ¼ offered, a market source remarked.

Pricing on the term loan is SOFR+CSA plus 300 bps with a 0.75% floor and it was issued at par. The debt 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.

Barclays is leading the deal that will be used to reprice an existing term loan B from Libor plus 325 bps with a 1% Libor floor.

Closing is expected during the week of Jan. 31.

Inspire Brands is an Atlanta-based multi-brand restaurant company.

NortonLifeLock reworked

In other news, NortonLifeLock increased its seven-year covenant-lite term loan B to $3.69 billion from $3.6 billion and reduced pricing to SOFR+CSA plus 200 bps from talk in the range of SOFR+CSA plus 225 bps to 250 bps, a market source said.

The term loan B still has a 0.5% floor, an original issue discount of 99.5, 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 are due at 11 a.m. ET on Friday, the source added.

The company also raised a new $410 million term loan A with pricing that can range from SOFR+CSA plus 112.5 bps to 175 bps based on credit ratings and total leverage, with a 0% floor. Initial pricing on the term loan A is SOFR+CSA plus 175 bps.

Lenders were offered a 25 bps new money upfront fee for term loan A commitments.

At launch, the company said that the term loan B may be reduced with up to $500 million of additional term loan A borrowings, for total new term loan borrowings of $3.6 billion. However, with the term loan B upsizing and the raising of the new term loan A, total new term loan borrowings will be $4.1 billion.

NortonLifeLock leads

BofA Securities Inc., Wells Fargo Securities LLC, Bank of Nova Scotia, Mizuho, Truist Securities, MUFG, BNP Paribas Securities Corp. and BMO Capital Markets are leading NortonLifeLock’s term loans.

The loans will be used to help fund the acquisition of Avast and, due to the extra amounts raised, for general corporate purposes. The transaction values Avast’s ordinary share capital between $8.1 billion and $8.6 billion, depending on Avast shareholders’ elections.

Other funds for the acquisition will come from a $1.75 billion five-year term loan A raised in August, $1.8 billion of cash and $2.5 billion of Norton equity to be issued to Avast shareholders.

Pro forma total leverage is 4.4x and secured leverage is 3.4x.

NortonLifeLock is a Tempe, Ariz.-based provider of consumer cyber safety. Avast is a Prague-based provider of digital security and privacy.

Hunter Douglas guidance

Hunter Douglas held its lender call on Thursday and disclosed price talk on its $3.1 billion seven-year term loan B and €1.35 billion seven-year term loan B, according to a market source.

The U.S. term loan is talked at SOFR plus 350 bps to 375 bps with a 0.5% floor and an original issue discount of 99.5, and the euro term loan is talked at Euribor plus 375 bps to 400 bps with a 0% floor and a discount of 99.5, the source said. Both term loans (B1/B+) have 101 soft call protection for six months.

Commitments are due at 5 p.m. ET on Feb. 8 for the U.S. loan and at noon ET on Feb. 8 for the euro loan.

JPMorgan Chase Bank and Morgan Stanley Senior Funding Inc. are joint lead arrangers on the deal and bookrunners with BofA Securities Inc., Barclays, BNP Paribas Securities Corp., MUFG, Rabobank, Goldman Sachs, Credit Suisse and ING.

The loans will help fund the buyout of the company by 3G Capital for €175 per ordinary share, implying an enterprise value of about $7.1 billion. The Sonnenberg family will continue to hold a 25% interest in the company.

Closing is expected this quarter, subject to limited conditions.

Hunter Douglas is a Rotterdam, The Netherlands-based manufacturer of window coverings and architectural products.

Apex holds call

Apex Tool Group launched on its afternoon call its $855 million seven-year senior secured first-lien term loan at talk of SOFR+CSA plus 525 bps to 550 bps with a 0.5% floor, an original issue discount of 99 to 99.5 and 101 soft call protection for six months, a market source said.

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

Commitments are due at noon ET on Feb. 3, the source added.

The company is also getting a $350 million privately placed second-lien term loan.

Barclays is leading the deal that will be used with new cash equity from Bain Capital to refinance the company’s existing capital structure.

Apex Tool is a Sparks, Md.-based manufacturer and supplier of hand and power tools for industrial, commercial and demanding do-it-yourself applications.

Ufinet sets talk

Ufinet held its call in the morning and, shortly before it kicked off, talk on its $1.135 billion seven-year covenant-lite first-lien term loan emerged at SOFR plus 450 bps with a 0.5% floor and an original issue discount of 99 to 99.5, according to a market source.

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

Commitments are due at 5 p.m. ET on Feb. 10.

Credit Suisse Securities (USA) LLC, Barclays, UBS Investment Bank, Natixis, Bank of Nova Scotia, Santander and Credit Agricole are leading the deal that will be used to fund a majority investment in the company by the Seventh Cinven Fund for an enterprise value of about €2.5 billion.

Ufinet is a Madrid-based provider of fiber infrastructure and transmission services to telecom operators.

Pediatric launches

Pediatric Associates released price talk of Libor plus 350 bps with a 0.5% Libor floor and an original issue discount of 99.5 on its $600 million seven-year covenant-lite first-lien term loan (B2/B) in the morning, ahead of its afternoon lender call, a market source remarked.

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

Commitments are due at 5 p.m. ET on Feb. 10.

Credit Suisse Securities (USA) LLC, Goldman Sachs Bank USA, Deutsche Bank Securities Inc. and Citizens Bank are leading the deal that will be used to fund a recapitalization and a partial equity sale of the business.

Pediatric Associates is a pediatric practice management company.

Foley proposed terms

Foley Products came out with talk of SOFR+CSA plus 450 bps to 475 bps with a 0.5% floor and an original issue discount of 99 on its $370 million seven-year covenant-lite first-lien term loan (B2/B) a few hours before its afternoon lender call began, a market source said.

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

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

Commitments are due at 5 p.m. ET on Feb. 10.

Credit Suisse Securities (USA) LLC and Truist are leading the deal that will be used to recapitalize Foley in conjunction with a minority investment from Oaktree Capital for a 37% stake in the company.

Foley is a Columbus, Ga.-based producer of precast concrete products.

Rinchem guidance

Rinchem held its call in the morning, launching its $300 million seven-year term loan B at talk of SOFR plus 475 bps with a 0.5% floor, an original issue discount of 99 and 101 soft call protection for six months, according to a market source.

The company’s $335 million of credit facilities (B3/B-) also include a $35 million five-year revolver.

Commitments are due at noon ET on Feb. 9, the source added.

RBC Capital Markets, Barclays, Deutsche Bank Securities Inc. and Macquarie Capital (USA) Inc. are leading the deal that will be used to help fund the buyout of the company by Stonepeak.

Closing is expected in the first quarter, subject to regulatory approvals and other customary conditions.

Rinchem is an Albuquerque-based specialty warehousing and logistics company.

American Trailer talk

American Trailer World launched on its afternoon call its fungible $250 million add-on first-lien term loan (B) due March 2028 at talk of SOFR+CSA plus 375 bps with a 0.75% floor and an original issue discount of 99, a market source remarked.

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

Commitments are due on Feb. 3, the source added.

Goldman Sachs Bank USA is the left lead on the deal that will be used to repay ABL borrowings and fund a one-time distribution to shareholders.

Bain Capital Private Equity is the sponsor.

American Trailer World is a Richardson, Tex.-based manufacturer and distributor of professional grade trailers, consumer grade trailers, truck equipment and retail parts.

ITP readies deal

ITP Aero set a lender call for 10 a.m. ET on Friday to launch a €575 million equivalent U.S. (about $650 million) seven-year first-lien term loan, according to a market source.

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

Commitments are due at 5 p.m. ET on Feb. 10.

The company’s €675 million equivalent of credit facilities also include a €100 million euro revolver.

Credit Suisse, RBC Capital Markets, Santander, BBVA, Goldman Sachs and Standard Chartered are leading the deal that will be used to help fund the buyout of the company by Bain Capital Private Equity from Rolls-Royce for about €1.7 billion.

ITP Aero is an aerospace and engine component suppliers.

PlayAGS joins calendar

PlayAGS will hold a bank meeting at 11 a.m. ET on Friday to launch $615 million of credit facilities, split between a $40 million five-year revolver and a $575 million seven-year covenant-lite first-lien term loan, a market source said.

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

Commitments are due at noon ET on Feb. 8.

Jefferies LLC, Barclays, Credit Suisse Securities (USA) LLC, Macquarie Capital (USA) Inc. and Apollo are leading the deal that will be used with about $53 million of cash from the balance sheet to repay $614.8 million of term loans due 2024 and pay around $13 million of prepayment premiums, fees and expenses.

Pro forma for the transaction, total net leverage will be 4.4x based on fiscal year 2021 adjusted EBITDA of $122.7 million.

PlayAGS is a Las Vegas-based designer and supplier of gaming products and services to the gaming industry.

MetroNet on deck

MetroNet scheduled a lender call for 10:30 a.m. ET on Friday to launch a fungible $95 million add-on first-lien term loan B, according to a market source.

Goldman Sachs Bank USA, TD Securities (USA) LLC, Citizens Bank, Fifth Third, KKR Capital Markets and Societe Generale are leading the deal that will be used to repay revolver borrowings.

Oak Hill and KKR Infrastructure are the sponsors.

MetroNet is an Evansville, Ind.-based provider of fiber optic high-speed broadband, video and voice services.


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