Qlik shifts back to $2.4 billion term B, firms at SOFR plus 475 bps

By Sara Rosenberg

New York, Oct. 19 – Qlik (Project Alpha Intermediate Holding Inc.) upsized its U.S. seven-year senior secured covenant-lite first-lien term loan B (B2/B/BB+) to $2.4 billion from a revised amount of $1.98 billion, and dropped plans for a €400 million seven-year senior secured covenant-lite first-lien term loan B, according to a market source.

At launch, the deal was outlined as an all U.S. $2.4 billion term loan B but, earlier in the syndication process, the euro tranche was carved out of the U.S. debt. With the elimination of the euro tranche, the term loan structure is reverting to its original structure at launch.

Pricing on the U.S. term loan firmed at SOFR plus 475 basis points, the high end of the SOFR plus 450 bps to 475 bps talk, and the original issue discount was set at 98, the wide end of the 98 to 98.5 talk, the source said.

Furthermore, MFN was revised to 50 bps with an 18-month sunset from 100 bps with a six-month sunset, MFN carve-outs were removed other than related to debt incurred in conjunction with mergers and acquisitions, and the ratio-based incremental ratio was reduced by 0.5x on each to 4.5x consolidated first-lien net leverage/6.5x consolidated senior secured net leverage/7x consolidated total net leverage, the source continued.

In addition, Serta protection was added, existing J-Crew and Chewy protections were enhanced, the pick your poison debt basket was removed, the non-loan party debt basket was reduced to 50% of EBITDA from 100% of EBITDA, and a provision was added for quarterly and annual management discussion and analysis.

The U.S. term loan still has a 0.5% floor, 101 soft call protection for six months and 0 bps CSA.

The dropped euro term loan had been talked at Euribor plus 450 bps to 475 bps with a 0% floor and an original issue discount of 98 to 98.5.

Morgan Stanley Senior Funding Inc., BMO Capital Markets, Goldman Sachs Bank USA, HSBC Securities (USA) Inc., BofA Securities Inc., Citigroup Global Markets Inc., Mizuho and Bank of Nova Scotia are the bookrunners on the deal. Morgan Stanley is the administrative agent.

Proceeds will be used to refinance the outstanding debt of Qlik and Talend and to pay related fees and expenses.

Talend, a data integration and data management company, was acquired by Qlik in May.

Qlik is a King of Prussia, Pa.-based data analytics company.

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