Atlas Air Worldwide tightens $800 million term loan B OID to 97

By Sara Rosenberg

New York, Feb. 9 – Atlas Air Worldwide revised the original issue discount on its $800 million seven-year first-lien term loan B (Ba1/BB/BB+) to 97 from talk in the range of 95 to 96, according to a market source.

Pricing on the term loan remained at SOFR plus 425 basis points with a 0% floor.

The term loan still has 101 soft call protection for six months and amortization of 1% per annum.

Goldman Sachs Bank USA, Barclays, Apollo Capital Management, Mizuho Bank and Credit Agricole are the arrangers on the deal.

Recommitments were scheduled to be due at 2:30 p.m. ET on Thursday, the source added.

Proceeds will be used to help fund the buyout of the company by Apollo, J.F. Lehman & Co. and Hill City Capital for $102.50 per share in cash. The transaction has an enterprise valuation of about $5.2 billion.

Other funds for the transaction will come from $850 million of senior secured notes, which were upsized from $800 million to repay about $32 million of existing aircraft debt and for general corporate purposes. The 747-8F aircraft that is secured by the existing debt being refinanced will become pledged to the new revolving credit facility, term loan B, and senior secured notes. The 747-8F aircraft has an appraised value of roughly $95 million, so the bond upsize will be accretive to the overall loan-to-value on the collateral by reducing it to 62.1% from 62.5%.

Closing is expected this quarter, subject to customary conditions and receipt of regulatory approvals.

Atlas Air is a Purchase, N.Y.-based provider of outsourced aircraft and aviation operating services.

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