Exact Holding U.S. first-lien term loan a work in progress; Nord Anglia, Armacell disclose OIDs

By Sara Rosenberg

New York, Feb. 17 – Exact Holding NV’s U.S. first-lien term loan has met some resistance in syndication, but the leads are continuing to work on the transaction after recently wrapping syndication and allocating the company’s euro first-lien term loan and its second-lien term loan.

In more primary happenings, Nord Anglia Education Inc. and Armacell released original issue discount guidance on their tack-on debt, and US LBM and Vogue International emerged with new loan plans.

Exact U.S. loan struggling

Exact Holding’s U.S. first-lien term loan is still working on finding a clearing level in the primary market, but the company did complete syndication of its euro first-lien term loan and second-lien term loan, according to a market source.

Most recent talk on the U.S. first-lien term loan is Libor plus 525 basis points with a 1% Libor floor, an original issue discount in the low-90s area and 101 soft call protection for one year, the source said.

Already during syndication, the spread on the U.S. first-lien term loan was increased from Libor plus 475 bps, the discount was talked at 96 and, prior to that, at 99, and the call protection was extended from six months.

The seven-year first-lien term loan (B1/B) is sized at $335 million, of which €100 million is a euro carve-out that allocated on Monday, the source said.

Pricing on the euro loan is Euribor plus 525 bps with a 1% floor and it was sold at a discount of 94. There is 101 soft call protection for one year.

Through its syndication process, the euro term loan saw pricing lifted from Euribor plus 475 bps, the discount widen from revised talk of 96 and initial talk of 99, and the call protection extended from six months.

Exact second-lien loan

Along with the first-lien term loan debt, Exact Holding is getting a $125 million eight-year second-lien term loan (Caa1/CCC+) priced at Libor/Euribor plus 912.5 bps with a 1% Libor floor and sold at an original issue discount of 89½. This tranche is non-callable for one year, then at 102 in year two and 101 in year three.

During syndication, pricing on the second-lien loan was raised from revised talk of Libor/Euribor plus 900 bps and initial talk of Libor/Euribor plus 875 bps, the discount was changed from revised talk of 94 to 95 and initial talk of 98½, and the call protection was sweetened from revised talk of 103 in year one, 102 in year two and 101 in year three and original talk of 102 in year one and 101 in year two.

The second-lien term loan allocated this past Friday, the source continued.

Exact being acquired

Proceeds from Exact Holding’s credit facility, which also includes a €30 million revolver (B1/B), will be used with equity to fund the buyout of the company by Apax Partners for €32.00 per ordinary share.

RBC Capital Markets LLC, Deutsche Bank Securities Inc. and ING are the bookrunners on the deal, with RBC the left lead on the first-lien debt and Deutsche the left lead on the second-lien debt.

Exact is a Netherlands-based vendor of on-premise and true-cloud accounting, CRM and ERP software for businesses.

Nord Anglia launches

Also in the primary, Nord Anglia Education held its call on Tuesday, launching its fungible $125 million add-on term loan with original issue discount talk of 98¾, according to a market source.

Pricing on the add-on loan matches the existing term loan at Libor plus 350 bps with a 1% Libor floor, the source said.

Commitments are due on Feb. 25.

Goldman Sachs Bank USA and HSBC Securities (USA) Inc. are leading the deal that will be used to fund the acquisition of four schools in Vietnam.

Nord Anglia Education is a Hong Kong-based operator of schools.

Armacell reveals OID

Armacell came out with original issue discount talk of 99½ on its $36 million and €33 million tack-on first-lien covenant-light term loan debt due July 2, 2020 that launched with a call in the morning, a market source said.

Also, it was disclosed that the tack-on loans have 101 soft call protection for six months, the source continued.

As previously reported, the U.S. tack-on debt is priced at Libor plus 450 bps with a 1% Libor floor and the euro piece is priced at Euribor plus 475 bps with a 1% floor, which is in line with existing U.S. and euro term loan pricing.

Commitments are due at 5 p.m. ET on Feb. 24, the source added.

Credit Suisse Securities (USA) LLC, BNP Paribas Securities Corp., HSBC Securities (USA) Inc. and ING are leading the deal that will be used to fund two bolt-on acquisitions.

Armacell is a Luxembourg-based manufacturer of elastomeric foams.

US LBM readies call

US LBM set a lender call for 2 p.m. ET on Wednesday to launch a $100 million tack-on senior secured term loan due May 2020 that is talked at Libor plus 700 bps with a 1% Libor floor, an original issue discount of 98, and call protection of 102 through November 2015, then 101½ for a year and 101 for the following year, according to a market source.

The spread and the floor on the tack-on term loan matches existing term loan pricing.

Commitments are due at 5 p.m. ET on Monday, the source remarked.

Credit Suisse Securities (USA) LLC is leading the deal that will be used to fund an acquisition and repay ABL facility borrowings.

US LBM is a Green Bay, Wis.-based owner of building material distribution businesses.

Vogue on deck

Vogue International scheduled a call for Wednesday to launch a $205 million add-on term loan, according to a market source.

Goldman Sachs Bank USA and Bank of America Merrill Lynch are leading the deal that will be used to fund a dividend.

Basically, the company is bringing the $205 million add-on term loan that it pulled from market in December. That original deal had been talked at Libor plus 450 bps to 475 bps with a 1% Libor floor, an original issue discount of 99 and 101 soft call protection for one year.

Vogue is a Tampa Bay, Fla.-based manufacturer and distributor of salon-heritage hair care and other personal care products.

Platform closes

In other news, Platform Specialty Products Corp./MacDermid Inc. completed the roughly $3.51 billion acquisition of Arysta LifeScience Ltd. from the Permira Funds, according to a news release.

For the transaction, Platform Specialty got a non-fungible $500 million incremental covenant-light term loan B-2 due June 7, 2020, a fungible €83 million add-on covenant-light term loan due June 7, 2020 and a $150 million add-on revolver.

Pricing on the B-2 loan is Libor plus 375 bps with a 1% Libor floor and it was sold at an original issue discount of 99. There is 101 soft call protection for six months.

The euro term loan is priced at Euribor plus 325 bps with a 1% floor and was sold at a discount of 98. This debt has 101 soft call protection for six months as well.

During syndication, the term loan B-2 was downsized from $1 billion as the company’s U.S. bond deal was upsized to $1 billion from $500 million, the spread firmed at the tight end of the Libor plus 375 bps to 400 bps talk and the call protection was shortened from one year, and pricing on the euro loan was reduced from talk of Euribor plus 350 bps to 375 bps and the call protection was shortened from one year.

Platform reprices

Along with the new debt, Platform Specialty repriced its existing $1,172,000,000 first-lien covenant-light term loan B due June 7, 2020 at Libor plus 350 bps with a 1% Libor floor from Libor plus 300 bps with a 1% Libor floor. This tranche has 101 soft call protection for six months.

Pricing on the existing €204.5 million first-lien covenant-light term loan B due June 7, 2020 is remaining at Euribor plus 325 bps with a 1% floor. There is 101 soft call protection for six months.

During syndication, the U.S. loan repricing firmed at the low end of the Libor plus 350 bps to 375 bps talk, the repricing of the euro loan in the area of Euribor plus 350 bps to 375 bps was cancelled, and the call protection on both tranches was shortened from one year.

Barclays, Credit Suisse Securities (USA) LLC, UBS AG and Nomura Securities International LLC led the deal (B1/BB).

Platform is a Miami-based specialty chemicals company. Arysta is a Tokyo-based provider of crop services with expertise in agrochemical and biological products.

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