Forward Air, NCR Atleos break; CPM, Ingram Micro, St. Joseph, Priority Technology updated

By Sara Rosenberg

New York, Sept. 22 – Forward Air Corp. (Clue Opco LLC) upsized its term loan B, widened the spread and original issue discount, extended the call protection and made some revisions to documentation, and NCR Atleos LLC downsized its term loan B, and modified the original issue discount and amortization, and then these deals freed to trade on Friday.

In more happenings, CPM Holdings Inc. increased the size of its first-lien term loan, reduced the margin and changed the issue price, Ingram Micro finalized pricing on its term loan B at the high end of talk, and St. Joseph Energy Center set the floor on its first-lien term loan B at the high end of guidance.

Also, Priority Technology Holdings Inc. upsized its add-on term loan B for a second time, and Fleetpride and Simon & Schuster (Century DE Buyer LLC) moved up the commitment deadlines for their first-lien term loans.

Furthermore, Heritage-Crystal Clean Inc. (JFL-Tiger Acquisition Co. Inc.) and GIP III Stetson joined the near-term primary calendar, and MedImpact (MI OpCo Holdings Inc.) released price talk on its in market first-lien term loan B debt.

Forward Air widened

Forward Air lifted its seven-year senior secured covenant-lite term loan B to $1.125 billion from $925 million, raised pricing to SOFR plus 450 basis points from talk in the range of SOFR plus 375 bps to 400 bps, adjusted the original issue discount to 96 from 98 and extended the 101 soft call protection to one year from six months, according to a market source.

Additionally, documentation changes were made, including to MFN, debt incurrence, restricted payments, investments and EBITDA.

The term loan still has a 0.75% floor.

The senior secured credit facilities (Ba3/BB-/BB) also include a $400 million five-year revolver.

Citigroup Global Markets Inc., Morgan Stanley Senior Funding Inc., Goldman Sachs Bank USA, JPMorgan Chase Bank, US Bank, PNC Capital Markets, Capital One, Citizens Bank, Deutsche Bank Securities Inc. and TD Securities (USA) LLC are leading the deal.

Forward Air hits secondary

Recommitments for Forward Air’s term loan B were due at noon ET on Friday and the debt began trading later in the day, with levels quoted at 96¼ bid, 97¼ offered, another source added.

The term loan is being obtained in connection with the company’s acquisition of Omni Logistics LLC from Ridgemont Equity Partners and EVE Partners LLC. Omni shareholders will receive $150 million in cash and Forward common stock and perpetual non-voting convertible preferred stock. At the closing of the transaction, Omni shareholders will own 37.7% of the combined company on a fully diluted, as-converted basis.

Proceeds from the term loan will be used with $725 million of senior secured notes, downsized from $925 million with the term loan upsizing, and cash on hand to refinance existing debt at both companies and to pay the consideration and other amounts in connection with the transaction.

Closing is expected this year, subject to the receipt of regulatory approvals and other customary conditions.

Forward Air is a Greeneville, Tenn.-based provider of transportation services. Omni is a Dallas-based logistics and supply chain management company.

NCR Atleos revised

NCR Atleos scaled back its 5.5-year term loan B (B2/B+/BB+) to $750 million from $1.05 billion, changed original issue discount talk to a range of 96.5 to 96.75 from 98 and then, after the 2:30 p.m. ET recommitment deadline, finalized the discount at 96.75, a market source said.

In addition, amortization on the term loan was updated to 1.4% in year one, 3.5% in year two, 7% in years three and four, and 10.5% in year five, from revised talk of 1% in years one and two, 5% in years three and four, and 7.5% in year five, and initial talk of 1% per annum, the source continued.

Pricing on term loan remained at SOFR+10 bps CSA plus 475 bps with a 0% floor, and the debt is still non-callable for one year, then has a 101 hard call for one year.

Earlier in syndication, the call protection was changed from a 101 soft call for six months and the maturity was shortened from seven years.

NCR frees up

During the session, NCR Atleos’ term loan B broke for trading, with levels quoted at 96¾ bid, 97¼ offered, another source added.

BofA Securities Inc., JPMorgan Chase Bank, Goldman Sachs Bank USA, RBC Capital Markets, Wells Fargo Securities LLC, Truist Securities, MUFG, PNC Capital Markets, Capital One, TD Securities (USA) LLC, Fifth Third, US Bank, Regions, M&T and Citigroup Global Markets Inc. are leading the deal.

The term loan will be used with $1.35 billion of senior secured notes, upsized from $1.05 billion, to fund a cash distribution to NCR Corp. in connection with the spinoff of NCR Atleos, which may be used to repay a portion of existing debt, pay fees and expenses related to the spinoff, and for general corporate purposes.

Closing is expected in the fourth quarter.

NCR Atleos is a financial technology company providing self-directed banking solutions through automated teller machines and interactive teller machines.

CPM reworked

CPM Holdings raised its five-year first-lien term loan (B2/B) to $1.215 billion from $1.13 billion, cut pricing to SOFR plus 450 bps from SOFR plus 475 bps and moved the original issue discount to 98.5 from 98, according to a market source.

As before, the term loan has a 0.5% floor and 101 soft call protection for six months.

Recommitments were due at 11 a.m. ET on Friday, the source added.

Jefferies LLC, Goldman Sachs Bank USA, BMO Capital Markets, KeyBanc Capital Markets, KKR Capital Markets, Stifel and Blue Owl are leading on the deal that will be used to refinance existing debt and make a one-time distribution to shareholders, which was increased with the additional term loan funds.

CPM is a provider of highly engineered processing and automation equipment, aftermarket parts and service with exposure to attractive megatrends.

Ingram sets spread

Ingram Micro firmed pricing on its $1.41 billion term loan B at SOFR plus 300 bps, the high end of the SOFR plus 275 bps to 300 bps talk, a market source remarked.

The term loan still has a 0.5% floor, a par issue price and 101 soft call protection for six months.

JPMorgan Chase Bank and BofA Securities Inc. are leading the deal that will be used to reprice an existing term loan B, which is receiving a $50 million paydown in connection with the transaction.

Ingram Micro is an Irvine, Calif.-based provider of technology logistics services and solutions.

St. Joseph updated

St. Joseph Energy Center firmed the floor on its $337 million first-lien term loan B (Ba3) due September 2028 at 0.75%, versus previous guidance of 0.5% or 0.75%, according to a market source.

Pricing on the term loan remained at SOFR+CSA plus 425 bps with an original issue discount of 97, and the debt still has 101 soft call protection for one year. CSA is 10 bps one-month rate, 15 bps three-month rate and 25 bps six-month rate.

Final commitments were due at noon ET on Friday, the source added.

BNP Paribas Securities Corp. is leading the deal that will be used to amend and extend an existing $337 million first-lien term loan B due 2025.

The company is also amending and extending its existing revolving credit facilities.

St. Joseph Energy Center, owned by Ares EIF Management LLC & Toyota Tsusho America Inc., is the owner of a 740.5 MW highly efficient combined cycle gas-fired power plant located in New Carlisle, Ind.

Priority Technology upsized

Priority Technology increased its fungible add-on term loan B due April 2027 to $50 million from a revised amount of $40 million and an initial size of $25 million, according to a market source.

Pricing on the term loan B is SOFR plus 575 bps with a 1% floor, and the new debt has an original issue discount of 99.5.

Previously in syndication, the discount on the add-on term loan was revised from 99.3.

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

Truist Securities is leading the deal that will be used to repay revolver borrowings to provide additional liquidity for general corporate purposes and acquisition activity, and to add cash to the balance sheet.

Priority Technology is an Alpharetta, Ga.-based payments technology company.

Fleetpride tweaks timing

Fleetpride accelerated the commitment deadline for its $870 million first-lien term loan (B3) due 2028 to 5 p.m. ET on Tuesday from noon ET on Thursday, a market source said.

Talk on the term loan is SOFR plus 475 bps with a 0.5% floor, an original issue discount of 98 to 98.5 and 101 soft call protection for six months.

RBC Capital Markets is the left lead on the deal that will be used to extend the maturity of an existing $594 million first-lien term loan due January 2026 and to refinance existing ABL revolver borrowings.

Fleetpride, owned by American Securities, is an Irving, Tex.-based distributor of aftermarket heavy-duty truck and trailer parts.

Simon & Schuster accelerated

Simon & Schuster moved up the commitment deadline for its $1.1 billion seven-year first-lien term loan to 5 p.m. ET on Tuesday from 5 p.m. ET on Wednesday, according to a market source.

Talk on the term loan is SOFR plus 425 bps with a 25 bps leverage-based step-down, a 25 bps step-down upon an initial public offering, a 0% floor, an original issue discount of 98.5 and 101 soft call protection for six months.

The company’s $1.21 billion of credit facilities also include a $110 million five-year revolver.

Jefferies LLC, KKR Capital Markets, HSBC Securities (USA) Inc., Mizuho, RBC Capital Markets, UBS Investment Bank, Goldman Sachs Bank USA, Credit Agricole and SPC are leading the deal that will be used to help fund the buyout of the company by KKR from Paramount Global for $1.62 billion in an all-cash transaction.

Closing is subject to customary conditions, including regulatory approvals.

Simon & Schuster is a New York-based general interest publishing company.

Heritage-Crystal on deck

Heritage-Crystal Clean set a lender call for 1 p.m. ET on Tuesday to launch $700 million of credit facilities, a market source remarked.

The facilities consist of a $100 million five-year revolver and a $600 million seven-year first-lien term loan, the source said.

Commitments are due at 10 a.m. ET on Oct. 6.

Jefferies Finance LLC and SMBC are leading the deal that will be used with up to $551.4 million of equity to fund the buyout of the company by J.F. Lehman & Co. for $45.50 per share in cash. The transaction values the company at about $1.2 billion.

Closing is expected in the fourth quarter, subject to customary conditions, including shareholder approval.

Heritage-Crystal Clean is a Hoffman Estates, Ill.-based provider of provider of specialized environmental and waste management services.

GIP III readies deal

GIP III Stetson will hold a lender call at 11 a.m. ET on Tuesday to launch a $700 million five-year term loan B, a market source said.

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

BofA Securities Inc., MUFG and others to be announced are leading the deal that will be used to amend and extend an existing Stetson HoldCo term loan B due 2025.

Stetson Midstream is a Global Infrastructure Partners owned HoldCo with a controlling ownership stake in EnLink, an operator of a midstream business underpinned by a portfolio of assets across Texas, New Mexico, Louisiana, and Oklahoma.

MedImpact guidance

MedImpact is shopping its $550 million 5.5-year first-lien term loan B and $650 million 5.5-year final maturity delayed-draw first-lien term loan B at talk of SOFR+10 bps CSA plus 550 bps to 575 bps with a 0% floor and an original issue discount of 99, according to a market source.

The term loan is non-callable for one year and if the delayed-draw term loan is funded, the debt is non-callable for one year on the total funded balance from the draw date, the source said.

Ticking fees on the delayed-draw term loan are half the margin from days 31 to 60, the full margin from day 61 to 90 and the full margin plus SOFR thereafter.

Commitments are due at 5 p.m. ET on Oct. 5, the source added.

BofA Securities Inc. is the left lead on the deal that launched with a call on Thursday.

The term loans will be used to repay outstanding balances on the company’s existing revolver and term loan A, to pay associated fees and expenses, and to fund potential near-term acquisition opportunities.

MedImpact is a San Diego-based pharmacy benefit manager.

Fund flows

In other news, actively managed loan fund flows on Thursday were negative $73 million and loan ETFs were positive $275 million, marking the largest inflows for the loan ETFs in 16 months, market sources said.

Loan funds reported weekly inflows of $539 million, with positive $492 million ETFs. These were the fifth inflows in the last six weeks and the largest for the asset class since May 2022, sources continued.

Dedicated AUM for loan funds is now $92.9 billion, compared with $142.4 billion in May 2022.

Year to date, outflows for loan funds total $17.7 billion, with positive $459 million ETFs, sources added.

Loan indices slide

IHS Markit’s iBoxx loan indices were weaker on Thursday, with the Leveraged Loan indexes (MiLLi) closing out the day down 0.06% and the Liquid Leveraged Loan indices (LLLi) closing out the day down 0.12%.

Month to date, the MiLLi is up 0.97% and year to date it is up 9.92%, and the LLLi is up 0.86% month to date and up 9.34% year to date.

Average secondary market bids in the U.S. on Thursday were 93.15, down 0.01% from the previous day and up 1.39% year to date.

According to the IHS Markit data, some of the top advancers on Thursday were RSA Security’s April 2021 covenant-lite term loan at 84, up from 82.25, Packers Sanitation Services/PSSI’s March 2021 covenant-lite term loan at 62.44, up from 61.21, and Jo-Ann Stores’ July 2021 covenant-lite term loan B at 32.63, up from 32.1.

Some top decliners on Thursday were At Home Group’s July 2021 covenant-lite term loan B at 52, down from 57.5, Viasat’s March 2022 covenant-lite term loan at 94, down from 95.5, and SI Group/Addivant’s October 2018 covenant-lite term loan at 80.19, down from 81.22.

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