eResearchTechnology, Upland Software, USI free to trade; Level 3 update emerges

By Sara Rosenberg

New York, Nov. 20 – eResearchTechnology Inc. finalized the spread on its first-lien term loan at the high end of guidance, increased the Libor floor and revised documentation, and the debt broke for trading on Wednesday above its original issue discount.

Some other deals surfaced in the secondary market during the session as well, including Upland Software Inc. and USI Inc.

And, in other news, Level 3 Financing set pricing on its term loan at the low end of guidance, and One Sky Flight LLC and Hyperion Insurance Group Ltd. disclosed price talk on their term loans with launch.

eResearch tweaked

eResearchTechnology firmed pricing on its $1.155 billion seven-year first-lien term loan B (B2/B) at Libor plus 450 basis points, the high end of the Libor plus 425 bps to 450 bps talk, modified the Libor floor to 1% from 0% and made some changes to documentation, according to a market source.

As before, the first-lien term loan has an original issue discount of 99 and 101 soft call protection for six months.

The first-lien term loan has a ticking fee of half the margin from Jan. 1, 2020 to Jan. 31, 2020 and the full margin onwards, the source said.

Recommitments were due at 2 p.m. ET on Wednesday.

eResearch breaks

Late in the day Wednesday, eResearchTechnology’s first-lien term loan made its way into the secondary market, with levels quoted at 99¼ bid, another source added.

The company’s $1.85 billion of credit facilities also include a $200 million revolver (B2/B), a $395 million privately placed second-lien term loan and a $100 million privately placed delayed-draw second-lien term loan.

Goldman Sachs Bank USA, Jefferies LLC, Nomura and BofA Securities, Inc. are leading the deal that will be used for a recapitalization concurrent with an investment by Astorg to acquire a significant stake in the company alongside existing majority owner Nordic Capital.

eResearchTechnology is a Philadelphia-based provider of software-enabled clinical research solutions to pharmaceutical, biopharmaceutical and contract research organizations.

Upland hits secondary

Upland Software’s fungible $190 million incremental covenant-lite first-lien term loan (B2/B) due August 2026 began trading, with levels quoted at 99 bid, 99½ offered, a market source said.

Pricing on the incremental term loan is Libor plus 375 bps with a 0% Libor floor, in line with existing term loan pricing, and it was sold at an original issue discount of 98.5. The debt has 101 soft call protection for six months.

On Tuesday, the incremental term loan was upsized from $150 million and the discount was set at the tight end of the 98 to 98.5 talk.

Credit Suisse Securities (USA) LLC is the left lead on the deal that will be used to repay revolver borrowings and for general corporate purposes, including acquisitions.

Upland Software is an Austin, Tex.-based service-as-a-solution (SaaS) provider of enterprise work management software.

USI frees up

USI’s non-fungible $550 million seven-year incremental covenant-lite term loan B (B) broke as well, with levels seen at 99¾ bid, par ¼ offered, a market source remarked.

Pricing on the incremental term loan is Libor plus 400 bps with a 0% Libor floor and it was sold at an original issue discount of 99.5. The debt has 101 soft call protection for six months.

On Tuesday, the discount on the incremental term loan was revised from 99.

BofA Securities, Inc., KKR Capital Markets, Barclays, Citigroup Global Markets Inc., Macquarie Capital (USA) Inc. and Morgan Stanley Senior Funding Inc. are leading the deal that will be used to repay revolver borrowings and preferred stock.

USI is a Valhalla, N.Y.-based insurance brokerage and consulting firm.

Level 3 firms

Meanwhile, back in the primary market, Level 3 set the spread on its $3,111,000,000 term loan due March 2027 at Libor plus 175 basis points, the low end of the Libor plus 175 bps to 200 bps talk, according to a market source.

The term loan still has a 0% Libor floor, an original issue discount of 99.75 and 101 soft call protection for six months.

BofA Securities, Inc., Citigroup Global Markets Inc., Barclays, Goldman Sachs Bank USA, J.P. Morgan Securities LLC, Morgan Stanley Senior Funding Inc., RBC Capital Markets and Wells Fargo Securities LLC are leading the deal that will be used with $1.5 billion of notes to refinance an existing $4,611,000,000 term loan due 2024 priced at Libor plus 225 bps with a 0% Libor floor.

Level 3 is a subsidiary of CenturyLink Inc., a Monroe, La.-based communications, hosting, cloud and IT services company.

One Sky guidance

One Sky Flight held its bank meeting on Wednesday and announced price talk on its $425 million seven-year senior secured first-lien term loan (B2) at Libor plus 625 bps to 650 bps with a 1% Libor floor and an original issue discount of 98, a market source said.

The term loan has 101 soft call protection for one year.

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

Jefferies LLC, Guggenheim and CIBC are leading the deal that will be used to refinance existing debt, purchase aircraft currently leased and fund cash to the balance sheet to support future growth.

One Sky is a full-service private aviation company.

Hyperion reveals talk

Hyperion Insurance Group came out with original issue discount talk of 99 on its fungible $100 million incremental senior secured covenant-lite term loan B due Dec. 20, 2024 that launched with a morning call, a market source remarked.

The incremental term loan is priced at Libor plus 350 bps with a 1% Libor floor, and has 101 soft call protection for six months.

Morgan Stanley Senior Funding Inc. is the left lead on the deal that will be used to fund the Locked Account and pay related fees and expenses.

The company is also looking to amend its existing £125 million revolver, $1,181,441,689 term loan B and €245,748,120 term loan B, and is offering lenders a 25 bps consent fee, the source added.

Commitments and consents are due at noon ET on Tuesday.

Hyperion is a London-based insurance intermediary group.

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