Truist Insurance trims term loan B amount to $3.1 billion

By Sara Rosenberg

New York, March 22 – Truist Insurance Holdings LLC downsized its seven-year covenant-lite first-lien term loan B (B2/B/B+) to $3.1 billion from a revised amount of $3.35 billion and an initial size of $4 billion, according to a market source.

Meanwhile, the company’s senior secured notes offering was upsized to $3 billion from a revised amount of $2.75 billion and an initial size of $2.1 billion.

Pricing on the term loan B is SOFR plus 325 basis points with a 25 bps step-down at 4.75x first-lien net leverage, a 25 bps step-down upon an initial public offering, a 0% floor and an original issue discount of 99.75.

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

Previously in syndication, pricing on the term loan B firmed at the low end of the SOFR plus 325 bps to 350 bps talk, a 25 bps step-down at 4.25x first-lien net leverage was removed and the discount was tightened from 99.5.

JPMorgan Chase Bank, Morgan Stanley Senior Funding Inc., BofA Securities Inc., Wells Fargo Securities LLC, Truist Securities Inc., Stone Point Capital Markets, Barclays, RBC Capital Markets LLC, Citigroup Global Markets Inc., Goldman Sachs Bank USA, BNP Paribas Securities Corp., Mizuho and TD Securities (USA) LLC are the leads on the term loan B. JPMorgan is the administrative agent.

Along with the term loan B, the company is getting a $1.175 billion five-year revolving credit facility (B2/B/B+) and a $1.9 billion eight-year second-lien term loan (Caa2/CCC+/CCC+).

Pricing on the second-lien term loan, which allocated earlier this month, is SOFR plus 475 bps with a 0% floor and a par issue price.

The second-lien term loan has hard call protection of 102 in year one and 101 in year two.

Stone Point and Morgan Stanley Senior Funding Inc. are leading the arranger group on the second-lien loan. Morgan Stanley is the administrative agent.

Proceeds from the credit facilities, bonds and equity will be used to fund the buyout of Truist Insurance by Stone Point Capital and Clayton, Dubilier & Rice from Truist Financial Corp. at an implied enterprise value of $15.5 billion. Mubadala Investment Co. and other co-investors are also participating in the investment.

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

Truist Insurance is a Charlotte, N.C.-based insurance brokerage.

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