Atlas Air, United Talent, Inspire Brands breaks; Ineos, AmWINS, Varsity Brands updated

By Sara Rosenberg

New York, Feb. 9 – Atlas Air Worldwide revised the original issue discount on its first-lien term loan B, and United Talent Agency changed the issue price on its incremental term loan B and shifted the debt to be fungible with an existing loan, and then both of these deals freed up for trading during Thursday’s market hours

Also, Inspire Brands Inc.’s (IRB Holdings Corp.) first-lien term loan made its way into the secondary market as well.

In more happenings, Ineos Group Holdings finalized sizes on its U.S. and euro term loans, lowered the spread on the U.S. tranche and tightened the original issue discount on the euro tranche for a second time, and AmWINS Group Inc. increased the size of its incremental term loan B and accelerated the commitment deadline.

Furthermore, Varsity Brands Inc. set the size of its extended first-lien term loan B and changed the CSA, and UGI Energy Services LLC joined this week’s primary calendar.

Atlas tweaked, frees

Atlas Air adjusted 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, a market source said.

Pricing on the term loan remained at SOFR plus 425 basis points with a 0% floor, and the debt still has 101 soft call protection for six months.

Recommitments were due at 2:30 p.m. ET on Thursday and the term loan broke for trading later in the day, with levels quoted at 97¾ bid, 98¾ offered, another source added.

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

Additional 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.

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.

United Talent revised, breaks

United Talent Agency changed the original issue discount on its $250 million incremental term loan B (B2/B+) due July 2028 to 98.789 from talk in the range of 97.5 to 98 and revised the debt to be fungible with an existing term loan B due July 2028 from non-fungible at launch, a market source remarked.

Pricing on the loan remained at SOFR+CSA plus 400 bps with a 0.75% floor, and the loan still has 101 soft call protection for six months. CSA is roughly 11 bps one-month rate, 26 bps three-month rate and 43 bps six-month rate.

Commitments were due at noon ET on Thursday, accelerated from 5 p.m. ET on Thursday, and the debt began trading in the afternoon, with levels quoted at 99 bid, 99¾ offered, another source added.

JPMorgan Chase Bank, BofA Securities Inc. and MUFG are the joint lead arrangers on the deal.

Proceeds will be used to pay down revolving credit facility borrowings and add cash to the balance sheet for general corporate purposes and potential mergers and acquisitions.

United Talent is a Los Angeles-based talent and entertainment company.

Inspire hits secondary

Inspire Brands’ fungible $1.75 billion senior secured first-lien term loan (B2/B+) due Dec. 15, 2027 freed to trade too, with levels quoted at 99 bid, 99½ offered, according to a market source.

Pricing on the term loan is SOFR+CSA plus 300 bps with a 0.75% floor and it was sold at an original issue discount of roughly 99.03. CSA is 10 bps one-month rate, 15 bps three-month rate and 25 bps six-month rate. The new loan and the existing term loan have 101 soft call protection for six months.

During syndication, pricing on the term loan was reduced from SOFR plus 325 bps, the discount was revised from talk in the range of 98.5 to 99, the tranche was switched to fungible with the company’s existing term loan from non-fungible, and the existing term loan saw the addition of the soft call protection.

Barclays is the left lead on the deal that will be used with anticipated variable funding note (VFN) proceeds to refinance an existing $2.488 billion term loan B-1 due February 2025.

Inspire Brands is an Atlanta-based multi-brand restaurant company.

Ineos updated

Ineos firmed the size on its U.S. term loan B due February 2030 at $1.2 billion and reduced pricing to SOFR+10 bps CSA plus 350 bps from revised talk of SOFR+10 bps CSA plus 375 bps and initial talk of SOFR plus 375 bps to 400 bps, a market source remarked.

Additionally, the company set the size on its fungible add-on euro term loan B due November 2027 at €700 million and revised the original issue discount to 98.5 from revised talk of 98 and initial talk in the range of 97 to 97.5, the source continued.

As before, the U.S. term loan has an original issue discount of 99 and 101 soft call protection for one year, the euro term loan is priced at Euribor plus 400 bps and has 101 soft call protection until November 2023, and both term loans have a 0% floor.

The company also finalized its U.S. senior secured notes offering at a size of $425 million and its euro senior secured notes offering at a size of €400 million.

Previously in syndication, the total amount to be raised between the term loans and the bonds was upsized to €2.6 billion equivalent from €2 billion equivalent at launch, with the size breakdowns still to be determined, and the discount on the U.S. term loan was tightened from 98.5.

Ineos readies allocations

Commitments for Ineos’ term loans were due at 11:30 a.m. ET on Thursday and allocations are expected on Friday, the source added.

Barclays is the active bookrunner on the U.S. loan, and Barclays, BNP Paribas Securities Corp. and Citigroup Global Markets Inc. are the joint global coordinators and active bookrunners on the euro loan. Goldman Sachs, HSBC and ING are joint global coordinators. China Construction Bank, Credit Agricole, First Abu Dhabi, Industrial and Commercial Bank of China, Mizuho, MUFG and Santander are passive bookrunners. Barclays is the administrative agent.

The new loans and notes will be used to repay the company’s remaining U.S. and euro term loan Bs due 2024 and for general corporate purposes.

The U.S. borrower is Ineos US Finance LLC, and the euro borrower is Ineos Finance plc.

Ineos is a London-based chemicals company.

AmWINS upsized

AmWINS raised its non-fungible incremental term loan B due February 2028 to $850 million from $700 million and moved up the commitment deadline to 10 a.m. ET on Friday from 5 p.m. ET on Monday, a market source said.

Talk on the term loan remained at SOFR +10 bps CSA plus 300 bps with a 0.75% floor, an original issue discount of 98 to 98.5 and 101 soft call protection for six months.

Goldman Sachs Bank USA is the left lead on the deal that will be used with cash on hand to fund a dividend to shareholders.

AmWINS is a Charlotte, N.C.-based specialty insurance broker.

Varsity modified

Varsity Brands finalized the size of its extended first-lien term loan B (B2/B+) due December 2026 at $1.131 billion, and modified the CSA to 11.448 bps one-month rate, 26.161 bps three-month rate and 42.826 bps six-month rate from a flat 10 bps, a market source remarked.

Pricing on the term loan remained at SOFR plus 500 bps with a 1% floor and an original issue discount of 96.5, and the debt is still non-callable for two years, then at 103 in year three, with a 101 carve-out for initial public offering proceeds or a concurrent refinancing.

Allocations went out on Thursday, the source added.

Jefferies LLC is the leading the deal.

The term loan is extending a portion of the company’s existing first-lien term loan B from December 2024. There is $306 million left on the non-extended term loan, which is priced at Libor plus 350 bps with a 1% floor.

The company is also repaying its privately placed floating-rate notes due December 2024 down to $44 million from $150 million.

Varsity Brands is a provider of sports, cheerleading and achievement-related products to schools.

UGI on deck

UGI Energy set a lender call for 11 a.m. ET on Friday to launch an $800 million seven-year senior secured term loan B talked at SOFR+10 bps CSA plus 325 bps with a 0% floor, an original issue discount of 99 and 101 soft call protection for six months, according to a market source.

Commitments are due at noon ET on Feb. 16, the source added.

Credit Suisse Securities (USA) LLC is the left lead on the deal that will be used to refinance an existing term loan and other debt.

UGI Energy is a Wyomissing, Pa.-based diversified midstream and energy marketing services company.

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