United Airlines, CoreLogic, OEConnection break for trading; Nutrisystem changes surface

By Sara Rosenberg

New York, April 14 – United Airlines Inc. increased the size of its term loan B and modified the spread and original issue discount before allocating and freeing up for trading during Wednesday’s market hours.

Also, CoreLogic Inc. finalized pricing on its first-lien term loan B at the tight end of talk and then broke for trading, and OEConnection’s incremental first-lien term loan made its way into the secondary market too.

In other news, Nutrisystem Inc. (KNS Acquisition Corp.) raised pricing on its term loan B, widened original issue discount talk, extended the call protection, shortened the maturity and made a slew of documentation changes, and Mavis Tire Express Services TopCo LP postponed the launch of its credit facilities to next week.

Furthermore, Birkenstock announced price talk on its term loans with launch, and Conga (Apttus Corp.), Parts Authority (PAI Holdco Inc.), McAfee Enterprise, Cimpress plc and Chromaflo (ASP Chromaflo Holdings LP) joined this week’s primary calendar.

United revised, trades

United Airlines raised its seven-year senior secured term loan B (Ba1/BB-/BB) to $5 billion from $3.5 billion, cut pricing to Libor plus 375 basis points from revised talk of Libor plus 400 bps and initial talk of Libor plus 450 bps, and moved the original issue discount to 99.5 from talk in the range of 98.5 to 99, according to a market source.

As before, the term loan has a 0.75% Libor floor and call protection of non-callable for one year, then at 102 in year two.

The Chicago-based airline company also plans on getting a $1.75 billion senior secured revolver due 2025.

On Wednesday, the term loan B broke for trading, with levels quoted at 101¼ bid, 101¾ offered, another source added.

JPMorgan Chase Bank, Barclays, BofA Securities Inc., Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman Sachs Bank USA, Morgan Stanley Senior Funding Inc., Credit Suisse Securities (USA) LLC, BNP Paribas Securities Corp. and Credit Agricole are leading the deal that will be used with $4 billion of senior secured notes, downsized from $5.5 billion with the term loan upsizing, to repay a 2017 term loan, revolver borrowings and a CARES Act term loan, for general corporate purposes and to pay related fees and expenses.

CoreLogic updated, breaks

CoreLogic set the spread on its $3.25 billion seven-year first-lien term loan B at Libor plus 350 bps, the low end of the Libor plus 350 bps to 375 bps talk, and the original issue discount at 99.5, the tight end of the 99 to 99.5 talk, a market source said.

The term loan still has a 0.5% Libor floor and 101 soft call protection for six months.

Previously in syndication, the term loan was downsized from $4 billion as a $750 million senior secured notes offering was added to the capital structure.

During the session, the term loan B freed to trade, with levels quoted at 99 5/8 bid, 99 7/8 offered, another source added.

CoreLogic being acquired

CoreLogic will use its new term loan B to help fund its buyout by Stone Point Capital and Insight Partners for $80 per share in cash, or about $6 billion.

JPMorgan Chase Bank, Wells Fargo Securities LLC, Ares, BofA Securities Inc., Truist, Credit Suisse Securities (USA) LLC, KKR Capital Markets, Golub, RBC Capital Markets, Capital One, U.S. Bank, BMO Capital Markets, Citizens Bank, Fifth Third, KeyBanc Capital Markets, Macquarie Capital (USA) Inc., Nomura, MUFG, Stifel and SPC are leading the debt.

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

CoreLogic is an Irvine, Calif.-based property information, analytics and data-enabled solutions provider.

OEConnection frees up

OEConnection’s $100 million incremental first-lien term loan began trading as well, with levels quoted at 99½ bid, par offered, a market source remarked.

Pricing on the incremental term loan is Libor plus 400 bps with a 0% Libor floor, in line with pricing on the company’s existing $454 million first-lien term loan due September 2026, and the new debt was sold at an original issue discount of 99.

During syndication, the incremental term loan was upsized from $75 million as the company downsized its pre-placed delayed-draw first-lien term loan to $50 million from $75 million, and the discount was tightened from 98.79.

Antares Capital is leading the debt (B2/B-) that will be used to finance an acquisition and add cash to the balance sheet to support the company’s acquisition pipeline.

OEConnection is a Cleveland-based provider of SaaS solutions that help drive genuine original equipment parts sales and services across the entire automotive system.

Nutrisystem reworked

Back in the primary market, Nutrisystem lifted pricing on its $557 million covenant-lite term loan B (B1/B) to Libor plus 600 bps from Libor plus 525 bps, removed the step-down upon an initial public offering, and revised the original issue discount talk to a range of 96 to 97 from a range of 98 to 98.5, according to a market source.

Additionally, the 101 soft call protection on the term loan was extended to one year from six months, the maturity was shortened to six years from seven years and amortization was increased to 2.5% per annum from 1%.

Also, documentation changes were made to MFN, accordion, asset sale, excess cash flow sweep, general debt, non-guarantor sub-cap under ratio debt and assumed acquisition debt, restricted payments basket, RDP basket, available amount, unlimited investments, non-loan party investments, investments in similar businesses, EBITDA cost savings addback, Serta voting protection, designation of unrestricted subsidiaries and quarterly lender call requirement.

The term loan still has a 0.75% Libor floor.

Nutrisystem lead banks

Deutsche Bank Securities Inc., Nomura, Jefferies LLC, BNP Paribas Securities Corp. and Rabobank are leading Nutrisystem’s loan transaction.

Recommitments are due at 4 p.m. ET on Thursday, the source added.

Along with the first-lien term loan, the company is getting a $100 million privately placed second-lien loan.

The new term loans will be used to fund the acquisition of Adaptive Health, a marketer and manufacturer of branded, condition-specific, science-backed nutritional supplements.

Nutrisystem is a Fort Washington, Pa.-based provider of weight loss and wellness programs.

Mavis reschedules

Mavis Tire delayed the lender call to launch its $2.115 billion of credit facilities to the week of April 19 from 11 a.m. ET on Wednesday, a market source said.

The facilities consist of a $200 million five-year revolver, and a $1.915 billion seven-year senior secured first-lien term loan that includes 101 soft call protection for six months.

Jefferies LLC, Apollo, Ares, BofA Securities Inc., KKR Capital Markets, GSO, Golub Capital and Stifel are leading the deal, which will be used with $820 million of senior notes to help fund the buyout of the company by an investor group led by BayPine LP in partnership with TSG Consumer Partners LP. Golden Gate Capital, Mavis’ current lead financial partner, will retain a minority interest in the company.

Closing is expected in the second quarter.

Mavis is a Millwood, N.Y.-based tire retailer and automotive aftermarket service provider.

Birkenstock guidance

Birkenstock held its call on Wednesday morning and announced talk on its roughly $892 million (€750 million equivalent) U.S. seven-year term loan B (B1/B/BB-) and €325 million seven-year term loan B (B1/B/BB-) at Libor/Euribor plus 375 bps to 400 bps with two 25 bps leverage-based step-downs, an original issue discount of 99 and 101 soft call protection for six months, according to a market source.

The U.S. term loan has a 0.5% Libor floor and the euro term loan has a 0% floor.

Commitments are due on April 26, the source added.

Goldman Sachs, Credit Suisse, Citigroup Global Markets Inc., HSBC, Commerzbank and Credit Agricole are leading the deal that will be used with €430 million equivalent of senior unsecured debt to help fund the acquisition of a majority stake in the company by L Catterton.

Birkenstock is a Germany-based shoe company.

Conga readies loan

Conga set a lender call for 11 a.m. ET on Thursday to launch a $565 million seven-year covenant-lite 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 April 27.

Deutsche Bank Securities Inc. is the left lead on the deal that will be used to repay $565 million of existing borrowings.

The company had planned to bring this deal to market in March but then postponed the launch with plans to reschedule to a later date.

Conga is a provider of a cloud-based software platform that digitally transforms revenue operations.

Parts Authority on deck

Parts Authority scheduled a lender call for 11 a.m. ET on Thursday to launch a fungible $50 million incremental first-lien term loan due Oct. 28, 2027 and a repricing of its existing $600 million first-lien term loan due Oct. 28, 2027, a market source remarked.

Jefferies LLC is leading the deal.

The incremental term loan will be used to pay down outstanding ABL borrowings.

Upon syndication last year, the existing first-lien term loan priced at Libor plus 400 bps with a 25 bps step-down at 4.25x first-lien net leverage and a 25-bps step-down upon an initial public offering, and a 1% Libor floor.

Parts Authority is a Lake Success, N.Y.-based automotive aftermarket replacement parts distribution platform serving the do-it-for-me and do-it-yourself e-commerce segments of the automotive aftermarket.

McAfee Enterprise sets call

McAfee Enterprise emerged with plans to hold a lender call on Friday to launch $2.775 billion of term loans, according to a market source.

The debt consists of a $2.175 billion first-lien term loan and a $600 million second-lien term loan, the source said.

UBS Investment Bank, Jefferies LLC, BofA Securities Inc. and HSBC Securities (USA) Inc. are leadingthe deal that will be used to help fund the buyout of the company by a consortium led by Symphony Technology Group from McAfee Corp. for $4 billion.

Closing is expected in July, subject to customary regulatory approvals and conditions.

McAfee Enterprise is a provider of device-to-cloud cybersecurity solutions.

Cimpress coming soon

Cimpress will hold a lender call at 10 a.m. ET on Thursday to launch a $795 million seven-year covenant-lite term loan B and a €300 million seven-year covenant-lite term loan B, according to a lender presentation.

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

Commitments are due on April 29.

The company also plans on getting a $250 million five-year revolver.

JPMorgan Chase Bank is the left lead on the deal that will be used to redeem all of the company’s 12% second-lien notes due 2025, repay revolver borrowings, repay a term loan A and add cash to the balance sheet.

Closing and funding is expected on May 17.

The transaction will be net leverage neutral on a pro-forma basis, with net secured leverage and net total leverage of 2.3x and 4.1x, respectively, as of March 31.

Cimpress is a Dundalk, Ireland-based investor in customer-focused, entrepreneurial, mass-customization businesses.

Chromaflo plans add-on

Chromaflo scheduled a lender call for 2 p.m. ET on Thursday to launch a fungible $59 million add-on first-lien term loan B, a market source said.

Morgan Stanley Senior Funding Inc. is leading the deal that will be used to refinance an existing non-fungible $59 million term loan B.

The company also privately placed a $145 million second-lien term loan to fund a dividend to shareholders, the source added.

Chromaflo is an Ashtabula, Ohio-based manufacturer of chemical and pigment dispersions for architectural and industrial coatings.

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