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Published on 4/28/2021 in the Prospect News Bank Loan Daily.

Conga, Press Ganey, Avison break; Ahead DB, Insulet, Mitratech, Aryzta North America updated

By Sara Rosenberg

New York, April 28 – Conga (Apttus Corp.) finalized the spread on its first-lien term loan at the high end of guidance, added a step-down and made some changes to documentation before freeing up for trading on Wednesday, and deals from Press Ganey (Azalea TopCo Inc.) and Avison Young broke as well.

In other news, Ahead DB Holdings LLC lowered pricing on its first-lien term loan, Insulet Corp. tightened the original issue discount on its first-lien term loan B, and Mitratech increased the size of its first-lien term loan and firmed the spread at the low side of guidance, modified the issue price on its second-lien term loan and added a privately placed delayed-draw second-lien term loan to the structure.

Furthermore, Aryzta North America (Alpine U.S. Bidco LLC) widened price talk and original issue discounts on its first-and second-lien term loans, and sweetened call protection, and Consilio (Skipoma Merger Sub Inc.) and Alliant Holdings moved up the commitment deadlines for their term loans.

Additionally, SmartBear (AQA Acquisition Holdings Inc.), Therapy Brands Holdings LLC and Socotec joined this week’s primary calendar.

Conga revised

Conga set pricing on its $565 million seven-year covenant-lite first-lien term loan (B3/B-/BB) at Libor plus 425 basis points, the high end of the Libor plus 400 bps to 425 bps talk, and added a 25 bps step-down at 3.4x first-lien net leverage, according to a market source.

As before, the term loan has a 0.75% Libor floor, an original issue discount of 99.5 and 101 soft call protection for six months.

Regarding documentation, the MFN was reduced to 50 bps for 12 months, and under incremental facilities, the inside maturity basket was lowered to the greater of $57.5 million and 50% of EBITDA and the reallocation of general debt basket was removed, the source said.

Also, step-downs were eliminated from the asset sale sweep, uncapped restricted payments (dividends) are subject to a 4.5x total net leverage ratio, uncapped junior debt prepayments are subject to a 4.5x total net leverage ratio, the debt includes “J.Crew” blocker and “Chewy” protection, the look-forward period under consolidated EBITDA pro forma cost savings addback was revised to 24 months, and quarterly management discussion and analysis and annual lender calls are now required.

Conga hits secondary

Recommitments for Conga’s first-lien term loan were due at 11 a.m. ET on Wednesday and the debt freed to trade in the afternoon, with levels quoted at 99¾ bid, par ¼ offered, another source added.

Deutsche Bank Securities Inc., BofA Securities Inc., Barclays, Citigroup Global Markets Inc. and Morgan Stanley Senior Funding Inc. are leading the deal that will be used to repay $565 million of existing borrowings.

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

Press Ganey frees up

Press Ganey’s new fungible $180 million incremental first-lien term loan (B) due July 25, 2026 and repriced existing $180 million incremental first-lien term loan surfaced in the secondary market as well, with levels quoted at 99 5/8 bid, par offered, a market source remarked.

Pricing on the term loan debt is Libor plus 375 bps with a 0.75% Libor floor. The new incremental term was sold at an original issue discount of 99.5 and the repricing was issued at par. The debt has 101 soft call protection for six months.

During syndication, pricing on the new incremental term loan was lowered from Libor plus 400 bps and the discount finalized at the tight end of the 99 to 99.5 talk, the repricing of the existing incremental term loan was added, and the pricing step-down to Libor plus 375 bps at 5.25x first-lien net leverage was removed from the new and the existing incremental term loans.

Press funding acquisition

Proceeds from Press Ganey’s new incremental term loan will be used to help fund the purchase of a health care analytics provider for the Payer vertical, and the repricing will take the existing incremental term loan down from Libor plus 400 bps.

Barclays, Goldman Sachs Bank USA, BMO Capital Markets and Deutsche Bank Securities Inc. are leading the deal.

Press Ganey is a South Bend, Ind.-based provider of patient experience analytics and performance improvement solutions to health care organizations, delivered through a proprietary software suite.

Avison tops OID

Avison Young’s fungible $50 million incremental covenant-lite first-lien term loan due January 2026 also broke for trading, with levels quoted at 99¼ bid, 99¾ offered, a market source said.

Pricing on the incremental term loan is Libor plus 600 bps with a 25 bps step-down at B3/B-/stable ratings and a 50 bps step-up at Caa3/CCC+/positive ratings, and a 0% Libor floor. The debt was sold at an original issue discount of 99 and has 101 soft call protection for six months.

Credit Suisse Securities (USA) LLC is the left lead on the deal that will be used for general corporate purposes, including tuck in acquisitions.

With this transaction, pricing on the company’s existing first-lien term loan is being reset to Libor plus 600 bps for fungibility.

Pro forma for the incremental, the first-lien term loan will total $368 million.

Avison Young is a Toronto-based commercial real estate services firm.

Ahead DB flexes

In more happenings, Ahead DB trimmed pricing on its roughly $631 million first-lien term loan (B1/B+) to Libor plus 375 bps from talk in the range of Libor plus 400 bps to 425 bps, according to a market source.

The term loan still has a 0.75% Libor floor, a par issue price and 101 soft call protection for six months.

Commitments remained due at 5 p.m. ET on Wednesday and allocations are expected on Thursday morning, the source added.

RBC Capital Markets, Barclays, Deutsche Bank Securities Inc., KKR Capital Markets, Macquarie Capital (USA) Inc., Truist, Regions Bank, Credit Suisse Securities (USA) LLC, TD Securities (USA) LLC and PNC Bank are leading the deal that will be used to reprice an existing first-lien term loan down from Libor plus 500 bps with a 1% Libor floor, through which lenders will be paid out at the existing 101 soft call premium.

The existing term loan is being paid down from $785 million with a portion of the proceeds from a $400 million senior notes offering.

Centerbridge Partners and Berkshire Partners are the sponsors.

Ahead DB is a Chicago-based IT solutions provider of enterprise hardware and software.

Insulet tightens OID

Insulet modified the original issue discount on its $500 million seven-year senior secured covenant-lite first-lien term loan B (Ba3/B+) to 99.75 from revised talk of 99.5 and initial talk in the range of 99 to 99.5, a market source remarked.

The term loan is priced at Libor plus 325 bps with a 0.5% Libor floor and has 101 soft call protection for six months.

Previously in syndication, pricing on the term loan was cut from talk in the range of Libor plus 350 bps to 375 bps.

Commitments continued to be due at 5 p.m. ET on Wednesday, the source added.

The company also plans on getting a new senior secured revolver.

Morgan Stanley Senior Funding Inc. and Citigroup Global Markets Inc. are leading the deal that will be used for general corporate purposes, including to retire debt and/or to fund investments.

Insulet is an Acton, Mass.-based medical device company dedicated to simplifying life for people with diabetes and other conditions.

Mitratech reworked

Mitratech raised its seven-year covenant-lite first-lien term loan to $450 million from $445 million and set pricing at Libor plus 375 bps, the low end of the Libor plus 375 bps to 400 bps talk, according to a market source.

Also, the original issue discount on the funded $185 million eight-year covenant-lite second-lien term loan was changed to 99.5 from 99, and a $30 million privately placed delayed-draw second-lien term loan was added to the structure, the source said.

As before, the first-lien term loan has a 25 bps leverage-based step-down, a 0.75% Libor floor, an original issue discount of 99.5 and 101 soft call for six months, and the second-lien term loan is priced at Libor plus 675 bps with a 0.75% Libor floor and has hard call protection of 102 in year one and 101 in year two.

Recommitments are due at 11 a.m. ET on Thursday, the source added.

The company’s now $780 million of credit facilities also include a $40 million five-year revolver and a $75 million privately placed covenant-lite delayed-draw first-lien term loan.

Mitratech being acquired

Mitratech will use its new credit facilities to help fund its buyout by Ontario Teachers’ Pension Plan Board. Current investor, Hg Capital, is rolling a portion of its position in the company as part of the transaction. TA Associates is selling its minority investment in the business.

Golub Capital, UBS Investment Bank, Barclays and Deutsche Bank Securities Inc. are leading the debt.

Closing on the buyout is subject to customary conditions.

Mitratech is an Austin, Tex.-based provider of legal, compliance and operational risk software solutions for law firms and corporate in-house legal departments.

Aryzta changes emerge

Aryzta North America raised price talk on its $325 million seven-year first-lien term loan (B1/B-) to a range of Libor plus 525 bps to 550 bps from a range of Libor plus 450 bps to 475 bps, increased the Libor floor to 0.75% from 0.5%, revised the original issue discount to 98 from 99, and changed the call protection to a 101 hard call for two years from a 101 soft call for six months, according to a market source.

In addition, the company also raised price talk on its $125 million eight-year second-lien term loan (Caa1/CCC+) to a range of Libor plus 875 bps to 900 bps from a range of Libor plus 800 bps to 825 bps, widened the discount to 97 from 98 and modified the call protection to a hard call of 103 in year one, 102 in year two and 101 in year three from 102 in year one and 101 in year two, the source said.

The second-lien term loan still has a 0.75% Libor floor.

JPMorgan Chase Bank is leading the deal that will be used to help fund the buyout of the company by Lindsay Goldberg from Aryzta AG.

Closing is subject to customary conditions and regulatory approvals.

Aryzta North America is a provider of frozen baked goods to customers in the quick-service restaurant, foodservice and retail markets.

Consilio tweaks timing

Consilio accelerated the commitment deadline for its $1.01 billion seven-year covenant-lite first-lien term loan (B2/B-) to 5 p.m. ET on Thursday from 5 p.m. ET on Tuesday, a market source said.

Talk on the first-lien term loan is Libor plus 400 bps to 425 bps with a 0.5% Libor floor, an original issue discount of 99 and 101 soft call protection for six months.

The company is also getting a $300 million privately placed second-lien term loan.

Credit Suisse Securities (USA) LLC, Stone Point, BofA Securities Inc., KKR Capital Markets, Truist, Blackstone and Goldman Sachs Bank USA are leading the deal that will be used to help fund the acquisitions of Consilio from GI Partners and Xact Data Discovery from JLL Partners by Stone Point Capital LLC and Aquiline Capital Partners LLC, and merger of the two companies.

Closing is subject to customary conditions, including regulatory approval.

Consilio is a Washington, D.C.-based provider of eDiscovery, document review, risk management and legal consulting services. Xact Data is a Mission, Kan.-based provider of eDiscovery, data management and managed review services.

Alliant accelerated

Alliant Holdings moved up the commitment deadline for its fungible $800 million add-on first-lien term loan B-3 to noon ET on Thursday from 5 p.m. ET on Thursday, a market source remarked.

Pricing on the add-on term loan is Libor plus 375 bps with a 0.5% Libor floor and the debt is talked with an original issue discount of 99.25 to 99.5.

The add-on term loan has 101 soft call protection until November 2021.

JPMorgan Chase Bank is leading the deal that will be used to fund the acquisition of Confie, a Huntington Beach, Calif.-based personal lines insurance distributor, from Abry Partners.

Closing is expected this quarter, subject to customary conditions, including regulatory approvals.

Alliant is a Newport Beach, Calif.-based specialty insurance brokerage firm.

SmartBear readies deal

SmartBear set a lender call for 1 p.m. ET on Thursday to launch a fungible $70 million covenant-lite incremental first-lien term loan (B2/B-) due March 2, 2028, according to a market source.

Pricing on the incremental term loan is Libor plus 425 bps with a 0.5% Libor floor, in line with existing first-lien term loan pricing, and the debt has 101 soft call protection through Sept. 2, 2021.

Original issue discount talk on the incremental first-lien term loan is not yet available.

Commitments are due at noon ET on May 6, the source added.

Credit Suisse Securities (USA) LLC and Antares Capital are leading the deal that will be used with a $54 million privately placed incremental second-lien term loan to fund the acquisition of Bugsnag.

SmartBear is a Somerville, Mass.-based provider of software development and quality tools. Bugsnag is a San Francisco-based provider of application stability management.

Therapy Brands on deck

Therapy Brands scheduled a bank meeting for 10 a.m. ET on Thursday to launch $440 million of senior secured credit facilities, a market source remarked.

The facilities consist of a $40 million five-year revolver, a $235 million seven-year first-lien term loan and a $60 million delayed-draw first-lien term loan with a 24-month commitment period, which are being sold as a strip, and an $85 million eight-year second-lien term loan and a $20 million delayed-draw second-lien term loan with a 24-month commitment period, which are being sold as a strip, the source added.

The first-lien term loan has 101 soft call protection for six months and the second-lien term loan has soft call protection of 102 in year one and 101 in year two.

Therapy Brands leads

Jefferies LLC, KKR Capital Markets, Societe Generale and Stone Point are leading Therapy Brands’ credit facilities, with Jefferies the left lead on the first-lien and KKR the left lead on the second-lien.

The new debt will be used to help fund the buyout of the company by KKR from Lightyear Capital LLC, Oak HC/FT and Greater Sum Ventures.

Therapy Brands is a Birmingham, Ala.-based provider of integrated practice management software and payment solutions to the mental health, behavioral health and rehabilitation markets.

Socotec joins calendar

Socotec scheduled a lender call for 8 a.m. ET on Thursday to launch a $300 million term loan B (B2/B) and a €550 million term loan B (B2/B), according to a market source.

Commitments are due at 10 a.m. ET on May 7, the source added.

JPMorgan Chase Bank is the left lead on the U.S. term loan and BNP Paribas is the left lead on the euro term loan. BNP is the administrative agent.

The loans will be used to refinance existing debt and fund a dividend.

Socotec is a France-based provider of testing, inspection and compliance services, offering comprehensive solutions for the infrastructure and environment & safety sectors.


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