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Published on 1/18/2022 in the Prospect News Bank Loan Daily.

Griffon tweaks deal; Vaco accelerates deadline; Embecta, Syniverse, Dessert reveal talk

By Sara Rosenberg

New York, Jan. 18 – In the primary market on Tuesday, Griffon Corp. increased the size of its term loan B, trimmed price talk and updated original issue discount guidance, and Vaco Holdings LLC moved up the commitment deadline for its credit facilities.

Also, Embecta Corp., Syniverse Holdings Inc. and Dessert Holdings released price talk on their loan transactions with launch.

Additionally, Bausch Health Cos. Inc., Physician Partners LLC, AHF Products LLC, Novae LLC, athenahealth Inc., AssuredPartners Inc. and Alight Solutions joined this week’s new issue calendar.

Griffon reworked

Griffon raised its seven-year covenant-lite term loan B to $800 million from $750 million, cut price talk to a range of SOFR+CSA plus 300 basis points to 325 bps from SOFR+CSA plus 350 bps, and modified original issue discount talk to the 99.5 area from a range of 99 to 99.5, according to a market source.

As before, the term loan has a 0.5% floor, CSA of 10 bps one-month rate, 15 bps three-month rate and 25 bps six-month rate, and 101 soft call protection for six months.

Commitments are due at noon ET on Wednesday, moved up from noon ET on Thursday, the source added.

BofA Securities Inc., BNP Paribas Securities Corp., Deutsche Bank Securities Inc. and Wells Fargo Securities LLC are leading the deal that will be used to help fund the $845 million acquisition of Hunter Fan Co. from MidOcean Partners.

Closing is expected during the week of Jan. 24.

Griffon is a New York-based diversified management and holding company. Hunter Fan is a Memphis-based designer and distributor of residential ceiling, commercial and industrial fans.

Vaco changes deadline

Vaco Holdings accelerated the commitment deadline for its $640 million of credit facilities (B2/B) to 5 p.m. ET on Wednesday from noon ET on Thursday, a market source said.

The facilities consist of a $40 million five-year revolver, and a $600 million seven-year first-lien term loan talked at SOFR+CSA plus 525 bps to 550 bps with a 0.75% floor, an original issue discount of 99 and 101 soft call protection for six months. CSA on the term loan is 10 bps one-month rate, 15 bps three-month rate and 25 bps six-month rate.

Jefferies LLC, Antares Capital and KKR Capital Markets are leading the deal that will be used to repay existing debt and make a shareholder distribution.

Vaco is a provider of staffing and consulting services.

Embecta proposed terms

Embecta held its lender call on Tuesday morning and, shortly before it began, talk was announced on its $1.15 billion seven-year covenant-lite term loan B at SOFR plus 350 bps to 375 bps with a 0.5% floor, an original issue discount of 99 to 99.5 and 101 soft call protection for six months, according to a market source. There is no CSA.

The diabetes care company’s $1.65 billion of senior secured credit facilities (Ba3/B+) also include a $500 million revolver.

Commitments are due on Jan. 27, the source added.

Morgan Stanley Senior Funding Inc., JPMorgan Chase Bank, Citigroup Global Markets Inc., Wells Fargo Securities LLC, MUFG, US Bank and BNP Paribas Securities Corp. are leading the deal that will be used with $500 million of other senior secured debt to fund the spinoff of the company from Becton, Dickinson and Co., including payment of the cash distribution to Becton, Dickinson, to pay related transaction fees, expenses and original issue discount, and for general corporate purposes.

Closing is expected in the second quarter.

Syniverse sets talk

Syniverse launched on its afternoon call its $1 billion seven-year term loan (B2/B-) at talk of SOFR plus 425 bps to 450 bps with a 0.5% floor and an original issue discount of 99, a market source remarked.

The term loan has an ESG step-down of 7.5 bps subject to outlined KPI with the spread stepping back up by 7.5 bps if the company fails to meet the KPI metric, the source added.

Furthermore, the term loan has 101 soft call protection for six months and no CSA.

Commitments are due at noon ET on Feb. 1, the source added.

Barclays, Goldman Sachs Bank USA, Mizuho, BofA Securities Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., BNP Paribas Securities Corp. and Societe Generale are leading the deal that will be used to refinance the company’s existing capital structure in connection with its merger with M3-Brigade Acquisition II Corp., a publicly traded special purpose acquisition company.

The Carlyle Group, Syniverse’s current majority owner, will retain all of its current investment in Syniverse and be the largest shareholder in the newly publicly traded company.

Syniverse is a Tampa, Fla.-based technology provider of mission-critical mobile platforms for carriers and enterprises.

Dessert guidance

Dessert Holdings came out with original issue discount talk on its fungible $430 million incremental covenant-lite first-lien term loan (B-) and fungible $135 million incremental covenant-lite second-lien term loan (CCC) in connection with its morning lender call, a market source said.

The incremental first-lien term loan is talked with an original issue discount of 99.25 to 99.5 and the incremental second-lien term loan is talked with a discount of 98.27 to 98.5, the source continued.

Like the existing term loans, the incremental first-lien term loan is priced at Libor plus 400 bps with a 0.75% Libor floor, and the incremental second-lien term loan is priced at Libor plus 725 bps with a 0.75% Libor floor.

The incremental and existing first-lien term loans are getting 101 soft call protection for six months.

Commitments are due at the end of the day on Feb. 1, the source added.

Dessert lead banks

Antares Capital, Barclays, BMO Capital Markets, Deutsche Bank Securities Inc., HSBC Securities (USA) Inc., KKR Capital Markets, MUFG, Prospect Capital, RBC Capital Markets, SMBC and Stifel are leading Dessert Holdings’ term loans.

The new debt will be used with incremental equity from Bain Capital to fund a strategic acquisition.

Pro forma for the transaction, the first-lien term loan will total about $830 million and the second-lien term loan will total $250 million.

Along with the incremental term loans, the company is upsizing its revolver to $155 million.

Dessert Holdings is a St. Paul, Minn.-based desserts manufacturer.

Bausch on deck

Bausch Health scheduled a lender call for 11 a.m. ET on Wednesday to launch a $2.5 billion seven-year senior secured term loan B (Ba3/BB/BB), according to a market source.

The term loan has 101 soft call protection for six months, the source said.

The company also plans on getting a $975 million revolver (Ba3).

Barclays is leading the deal that will be used to help fund the redemption in full of the company’s outstanding 6.125% senior notes due 2025, refinance all of its existing term loan B debt, fund a partial redemption of the outstanding 9% senior notes due 2025, and to pay related fees, premiums and expenses.

The company will also fund the refinancing with an offering of secured debt securities, and the initial public offering of its eye health business, Bausch + Lomb Corp., and related debt financing by Bausch + Lomb.

Bausch is a Laval, Quebec-based healthcare company.

Physician readies deal

Physician Partners will hold a lender call at 10 a.m. ET on Wednesday to launch $650 million of credit facilities (B), a market source remarked.

The facilities consist of a $50 million revolver and a $600 million seven-year first-lien term loan, the source continued.

The term loan has 101 soft call protection for six months and CSA of 10 bps one-month rate, 15 bps three-month rate and 25 bps six-month rate.

Commitments are due at 5 p.m. ET on Feb. 2, the source added.

Credit Suisse Securities (USA) LLC and Truist are leading the dealthat will be used to support an equity investment in the company by Kinderhook Industries.

Physician Partners is a primary care physician group and managed service organization.

AHF timing emerges

AHF Products set a lender call for 10 a.m. ET on Wednesday to launch its previously announced $215 million first-lien term loan (B2/B), according to a market source.

The company is also getting a $50 million ABL revolver.

UBS Investment Bank, KeyBanc Capital Markets and Stifel are leading the deal that will be used to help fund the buyout of the company by Paceline Equity Partners from American Industrial Partners.

Closing is expected this quarter.

AHF Products is a Mountville, Pa.-based manufacturer of hardwood and vinyl flooring.

Novae joins calendar

Novae scheduled a lender call for 11 a.m. ET on Wednesday to launch $500 million of credit facilities (B3), a market source said.

The facilities consist of a $50 million five-year revolver, a $350 million seven-year first-lien term loan and a $100 million seven-year first-lien delayed-draw for six months term loan.

The term loans have two pricing step-downs, a 0.75% floor, 101 soft call protection for six months and CSA of 10 bps one-month rate, 15 bps three-month rate and 25 bps six-month rate, the source added.

Jefferies LLC, SMBC and Nomura are leading the deal that will be used to fund the acquisition of the company by Brightstar Capital Partners and the acquisition of Mirage Trailers.

Novae is a Markle, Ind.-based manufacturer of professional grade utility, dump, equipment, deckover and enclosed trailers.

athenahealth coming soon

athenahealth emerged with plans to hold a lender call at 3:30 p.m. ET on Wednesday to launch $6.75 billion of term loans (B2/B-/B+), according to a market source.

The debt is split between a $5.75 billion seven-year term loan B and a $1 billion delayed-draw term loan, both talked at SOFR plus 375 bps to 400 bps with 25 bps step-downs at 0.25x and 0.5x inside closing date first-lien net leverage and a 25 bps step-down upon an initial public offering, a 0.5% floor and an original issue discount of 99.5, the source said.

The term loan debt has 101 soft call protection for six months, and delayed-draw term loan ticking fees are half the margin from days 90 to 180 and the full margin thereafter.

Commitments are due at 5 p.m. ET on Jan. 26, the source added.

athenahealth being acquired

athenahealth will use the term loan debt to help fund its buyout by Bain Capital and Hellman & Friedman from Veritas Capital and Evergreen Coast Capital for $17 billion. Veritas and Evergreen will each retain a minority investment in the company.

JPMorgan Chase Bank is the left lead on the deal.

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

athenahealth is a Watertown, Mass.-based provider of cloud-based enterprise software solutions for medical groups and health systems.

AssuredPartners on deck

AssuredPartners will hold a lender call at 3 p.m. ET on Wednesday to launch a non-fungible $500 million incremental term loan due February 2027, a market source remarked.

The term loan has 101 soft call protection for six months, the source added.

Barclays, JPMorgan Chase Bank, BofA Securities Inc., Morgan Stanley Senior Funding Inc., BMO Capital Markets, Goldman Sachs Bank USA, RBC Capital Markets, Deutsche Bank Securities Inc., Mizuho, Credit Suisse Securities (USA) LLC, Macquarie Capital (USA) Inc. and ING are leading the deal. BofA is the administrative agent.

The loan will be used to provide liquidity for near-term acquisition activity and to pay down revolver borrowings.

AssuredPartners is a Lake Mary, Fla.-based insurance brokerage firm.

Alight plans call

Alight Solutions set a lender call for 10 a.m. ET on Wednesday to launch a $1.956 billion term loan B, according to a market source.

BofA Securities Inc. is the left lead on the deal that will be used to refinance term loan debt due in 2026.

Alight is a Lincolnshire, Ill.-based provider of integrated, cloud-based human capital solutions.


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