Nine West frees up; Ellie Mae, Allison, Clover Technologies, Qlik release price talk

By Sara Rosenberg

New York, March 19 – Nine West finalized the original issue discount on its first-lien term loan at the wide end of guidance and revised the call protection holiday in the credit agreement, and then the debt made its way into the secondary market on Tuesday.

In other news, Ellie Mae Inc., Allison Transmission Inc., Clover Technologies Group (4L Technologies Inc.) and Qlik Technologies Inc. (Project Alpha Intermediate Holding Inc.) announced price talk on their loan transactions with launch.

Also, Carrols Restaurant Group Inc. set timing for the launch of its credit facilities, and Perstorp Holding AB, Sabre Industries and LegalShield surfaced with new deal plans.

Nine West updated

Nine West set the original issue discount on its $325 million five-year first-lien term loan (Caa1/B-) at 96, the wide end of the 96 to 97 talk, and left pricing at Libor plus 800 basis points with a 1% Libor floor, according to a market source.

The term loan is still non-callable for one year, then at 102 in year two and 101 in year three.

However, the call protection holiday was modified in the document so that if the outstanding loan balance falls below $100 million in the first 12 months, the company may refinance, repay or reprice the term loan at par up until the first anniversary of the closing date, regardless of the otherwise applicable make-whole premium, the source said.

Originally, the call protection holiday said that if the outstanding loan balance fell below $100 million, a one-time 12-month window would open during which the company could refinance, repay or reprice the loan at par regardless of the otherwise applicable premium.

Nine West breaks

On Tuesday, Nine West’s term loan freed up for trading and levels were quoted at 97˝ bid, 98˝ offered, the source added.

Goldman Sachs Bank USA is leading the deal that will be used to fund the company’s emergence from bankruptcy.

Closing on the term loan is expected this week.

Nine West is a New York-based designer, wholesaler and brand licensor of denim, women’s apparel and jewelry.

Ellie Mae sets guidance

Back in the primary market, Ellie Mae held its bank meeting on Tuesday and released talk on its $965 million seven-year first-lien term loan (B2/B/BB) at Libor plus 400 bps with a leveraged based step-down, a 0% Libor floor and an original issue discount of 99, according to a market source.

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

Commitments are due on April 2, the source said.

The company’s $1,425,000,000 of credit facilities also include a $75 million revolver (B2/B/BB) and a $385 million privately placed eight-year second-lien term loan.

Jefferies LLC, Macquarie Capital (USA) Inc. and Nomura are leading the deal that will be used to help fund the buyout of the company by Thoma Bravo LLC for $99.00 in cash per share, or about $3.7 billion.

Closing is expected in the second or third quarter, subject to approval by Ellie Mae stockholders and regulatory authorities, and customary conditions.

Ellie Mae is a Pleasanton, Calif.-based cloud-based platform provider for the mortgage finance industry.

Allison details surface

Allison Transmission announced on its lender call in the morning that it is looking to get a $648 million seven-year senior secured amended and extended covenant-lite term loan B talked at Libor plus 200 bps to 225 bps with a 0% Libor floor, an original issue discount of 99 and 101 soft call protection for six months, a market source remarked.

Commitments from existing lenders are due at 5 p.m. ET on Monday and commitments from new lenders are due at 5 p.m. ET on March 26, the source added.

The company said in an 8-K filed with the Securities and Exchange Commission that it is also getting a $600 million revolver.

Closing is targeted for March 29.

Allison lead banks

Citigroup Global Markets Inc., Bank of America Merrill Lynch, Fifth Third Bank, J.P. Morgan Securities LLC, BMO Capital Markets, Barclays, SMBC, Deutsche Bank Securities Inc., Goldman Sachs Bank USA and MUFG are leading Allison Transmission’s new bank deal.

The new credit facilities will be used with $500 million of senior unsecured notes due 2029 and cash on hand to repay in full the company’s existing credit facilities, including a $1,148,000,000 term loan B, and to pay related fees and expenses.

Allison Transmission is an Indianapolis-based automatic transmission company and supplier of hybrid-propulsion systems.

Clover launches

Clover Technologies Group hosted its bank meeting during the session, launching to investors $640 million of credit facilities split between a $45 million revolver and a $595 million first-lien term loan, according to a market source.

The term loan is talked at Libor plus 550 bps to 600 bps with an original issue discount of 98.5 and soft call protection of 102 in year one and 101 in year two, the source said. The Libor floor is still to be determined.

Commitments are due on April 2.

UBS Investment Bank, Bank of America Merrill Lynch and Antares Capital are leading the deal that will be used to refinance existing debt.

Clover is a Hoffman Estates, Ill.-based collector and recycler of imaging supplies.

Qlik reveals talk

Qlik Technologies came out with talk of Libor plus 425 bps to 450 bps with a 0% Libor floor, an original issue discount of 99 and 101 soft call protection for six months on its non-fungible $465 million incremental covenant-lite term loan B (B3/B) due April 26, 2024 that launched with a lenders’ presentation in the afternoon, a market source said.

Commitments are due at noon ET on March 29, the source added.

Morgan Stanley Senior Funding Inc. and Goldman Sachs Bank USA are leading the deal that will be used to help fund the acquisition of Attunity Ltd. for $23.50 in cash per share, or about $560 million.

Closing is expected in the second quarter, subject to customary conditions, including the approval of Attunity shareholders and regulatory clearances.

Qlik is a King of Prussia, Pa.-based data analytics company. Attunity is a Boston-based provider of data integration and big data management software solutions.

Carrols timing emerges

Also on the new deal front, Carrols Restaurant Group set a lender call for 10:30 a.m. ET on Thursday to launch its previously announced $500 million of senior secured credit facilities, according to a market source.

Prior to now, timing on the launch of the bank debt was broadly labeled as March business with a specific date still to be determined.

The facilities consist of a $100 million five-year revolver, and a $400 million seven-year covenant-lite term loan B that has 101 soft call protection for six months.

Commitments are due at 3 p.m. ET on April 4, the source said.

Official price talk has not yet been released. The commitment letter had expected revolver and term loan pricing at Libor plus 375 bps with a 0% Libor floor.

Wells Fargo Securities LLC, Rabobank, M&T Bank and SunTrust Robinson Humphrey Inc. are leading the deal.

Carrols buying restaurants

Carrols Restaurant Group will use the new credit facilities to refinance debt assumed in connection with the acquisition of 166 Burger King and 55 Popeyes restaurants from Cambridge Franchise Holdings LLC, to refinance Carrols’ existing debt and for general corporate purposes.

As part of the agreement, Cambridge will receive about 7.36 million shares of Carrols common stock, and at closing will own around 16.6% of Carrols’ outstanding common shares. Cambridge will also receive shares of 9% PIK series C convertible preferred stock that will be convertible into about 7.45 million shares of Carrols common stock at $13.50 per share.

The transaction is valued at about $238 million, including roughly $100 million of net debt assumed from Cambridge.

Total debt is expected to be under 3 times adjusted EBITDA.

Carrols is a Syracuse, N.Y.-based restaurant franchisee and operator.

Perstorp readies deal

Perstorp will hold a bank meeting in London on Thursday and a bank meeting at 10 a.m. ET in New York on Friday to launch new credit facilities, a market source remarked.

The facilities are split between a €100 million 6.5-year revolver, a €510 million seven-year covenant-lite first-lien term loan B and a $386,172,000 seven-year covenant-lite term loan B, the source added.

The term loans have 101 soft call protection for six months.

Commitments are due at noon ET on April 4.

Goldman Sachs, Bank of America Merrill Lynch and Nordea are leading the deal, with Goldman left on the U.S. piece.

The new credit facilities will be used to refinance existing debt and pay related fees and expenses.

Perstorp is a Malmo, Sweden-based specialty chemicals producer specializing in chemicals that add critical properties to consumer and industrial products.

Sabre Industries on deck

Sabre Industries scheduled a bank meeting for 10 a.m. ET in New York on Thursday to launch a $425 million senior secured first-lien term loan B, a market source said.

Goldman Sachs Bank USA, Capital One, KeyBanc Capital Markets and Houlihan Lokey are leading the deal that will be used to help fund the buyout of the company by The Jordan Co. LP from Kohlberg & Co. LLC.

Sabre is an Alvarado, Texas-based provider of highly-engineered infrastructure products and services to the utility and telecom markets.

LegalShield joins calendar

LegalShield set a lender call at 10 a.m. ET on Wednesday to launch $205 million of add-on term loans, according to a market source.

The debt consists of a fungible $175 million add-on first-lien term loan and a fungible $30 million add-on second-lien term loan, the source said.

RBC Capital Markets, SunTrust Robinson Humphrey Inc. and KKR Capital Markets are leading the deal.

The company’s existing $505 million first-lien term loan is currently priced at Libor plus 325 bps with a 25 bps step-down when first-lien net leverage is below 4.3 times, and the existing $150 million second-lien term loan is currently priced at Libor plus 750 bps.

LegalShield, a Stone Point Capital LLC portfolio company, is an Ada, Okla.-based provider of legal plans and identity theft solutions.

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