Topps changes surface; Asurion, Yahoo, Entain, ATI, Trader Interactive and more set talk

By Sara Rosenberg

New York, July 8 – In the primary market on Thursday, Topps Co. Inc. raised the spread on its first-lien term loan and made some changes to documentation.

Also, Asurion LLC, Yahoo (Verizon Media), Entain plc, ATI Physical Therapy (ATI Holdings Acquisition Inc.), Trader Interactive, American Trailer World Corp., Confluence Technologies Inc. and Lereta LLC released price talk with launch.

Topps revised

Topps lifted pricing on its $200 million seven-year covenant-lite first-lien term loan (B1/B) to Libor plus 400 basis points from talk in the range of Libor plus 350 bps to 375 bps, and left the 0.5% Libor floor, original issue discount of 99 and 101 soft call protection for six months unchanged, according to a market source.

Regarding documentation, incremental debt incurrence was modified to 3.5x from 3.75x, MFN now applies to free & clear incremental amount, ratio based incremental amount and pari passu terms loans under incremental equivalent debt, ratio debt and acquisition debt, J Crew protection is included prohibiting moving material intellectual property and/or materials business segment to an unrestricted subsidiary, and the company is required to hold quarterly lender calls, the source said.

Recommitments were due at 4 p.m. ET on Thursday, the source added.

Deutsche Bank Securities Inc. is leading the deal that will be used to refinance existing credit facilities.

Topps is a sports and entertainment company with a portfolio of physical trading cards, interactive apps, gifting/payment solutions and confectionary products.

Asurion guidance

Asurion held its lender call on Thursday and announced price talk on its $2.8 billion second-lien term loan B-4 due January 2029 and $500 million add-on first-lien term loan B-9 due 2027, a market source remarked.

The second-lien term loan B-4 is talked at Libor plus 525 bps to 550 bps with a 0% Libor floor and an original issue discount of 99 to 99.5, and the add-on first-lien term loan B-9 is talked at Libor plus 325 bps with a 0% Libor floor and a discount in the 98.5 area, the source continued.

Included in the term loan B-4 is call protection of 102 in year one and 101 in year two.

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

BofA Securities Inc. is the left lead on the deal that will be used to fund a dividend.

Asurion is a Nashville-based provider of technology protection services.

Yahoo sets talk

Yahoo launched on its afternoon call its $750 million six-year term loan B and $750 million six-year high-yield style term loan B at talk of Libor plus 600 bps with a 0.75% Libor floor and an original issue discount of 98, according to a market source.

The term loan B has 101 soft call protection for six months, and the high-yield style term loan B is non-callable for two years, then callable at par plus 50% of the margin in year three and callable at par plus 25% of the margin in year four.

The company’s $1.65 billion of credit facilities also include a $150 million five-year revolver

Commitments are due at noon ET on July 21, the source added.

RBC Capital Markets, Barclays, BMO Capital Markets, Deutsche Bank Securities Inc., Mizuho Securities USA LLC and Jefferies LLC are the lead arrangers on the deal.

Yahoo being acquired

Yahoo will use the new credit facilities, along with $500 million of privately placed HoldCo notes, to help fund the buyout of Verizon Media by Apollo Global Management Inc. Verizon Media will be known as Yahoo at the close of the transaction.

Verizon Media is being purchased from Verizon for $4.25 billion in cash and preferred interests of $750 million. Verizon will receive and retain a 10% stake in the company.

Closing is expected in the second half of this year, subject to certain closing conditions.

Yahoo is a technology and media company comprised of brands such as Yahoo and AOL.

Entain proposed terms

Entain came out with price talk on its $774 million covenant-lite term loan B due March 2027 and €300 million covenant-lite term loan B due July 2028 with its morning lender call, a market source said.

Talk on the U.S. term loan is Libor plus 275 bps with a 0.5% Libor floor and an original issue discount of 99.5, and talk on the euro term loan is Euribor plus 275 bps to 300 bps with a 0% floor and a discount of 99.5, the source added. Both term loans (Ba2) have 101 soft call protection for six months.

Commitments are due at 10 a.m. ET on July 16.

Morgan Stanley Senior Funding Inc. is the sole physical bookrunner on the U.S. term loan. Barclays and Deutsche Bank Securities Inc. are the joint physical bookrunners on the euro term loan. Credit Suisse, Lloyds, Mediobanca, Natwest and Santander are bookrunners.

The debt will be used to refinance an existing $774 million term loan, to enhance liquidity and for ongoing corporate development.

Entain is a London-based online-led sports-betting and gaming group.

ATI reveals guidance

ATI Physical Therapy launched on its morning call its $570 million seven-year first-lien term loan (B1/B) at talk of Libor plus 325 bps to 350 bps with a 0.5% Libor floor and an original issue discount of 99.5, according to a market source.

The term loan has 101 soft call protection for six months.

Commitments are due at noon ET on July 20, the source added.

Barclays is the left lead on the deal that will be used to refinance the company’s existing capital structure.

ATI is a Bolingbrook, Ill.-based outpatient physical therapy provider.

Trader Interactive launches

Trader Interactive released talk of Libor plus 400 bps to 425 bps with a 25 bps step-down at less than 4.9x first-lien net leverage and a 25 bps step-down upon a qualifying initial public offering, a 0.5% Libor floor, an original issue discount of 99 to 99.5 and 101 soft call protection for six months on its $410 million seven-year term loan B (B3/B) that launched with a call in the morning, a market source remarked.

Commitments are due on July 21, the source added.

Goldman Sachs Bank USA, Credit Suisse Securities (USA) LLC and Societe Generale are leading the deal, which will be used to refinance the company’s existing capital structure alongside a recent minority equity investment from Carsales.

Trader Interactive is a Norfolk, Va.-based provider of digital marketing solutions and services across the commercial truck, RV, powersports and equipment industries.

American Trailer talk

American Trailer World held its call in the morning and disclosed original issue discount talk of 98.5 to 99 on its fungible $475 million add-on first-lien term loan (B) due March 5, 2028, according to a market source.

Like the existing term loan, the add-on term loan is priced at Libor plus 375 bps with a 25 bps step-down upon 3.6x total net leverage and a 0.75% Libor floor.

The add-on term loan and the existing term loan are getting 101 soft call protection for six months.

Commitments are due at noon ET on July 15, the source added.

Goldman Sachs Bank USA is the left lead on the deal that will be used to fund a distribution to shareholders.

Bain Capital Private Equity is the sponsor.

American Trailer World is Richardson, Tex.-based manufacturer and distributor of professional grade trailers, consumer grade trailers, truck equipment and retail parts.

Confluence holds call

Confluence Technologies launched on its afternoon call its $290 million covenant-lite first-lien term loan at talk of Libor plus 350 bps to 375 bps with a 0.5% Libor floor, an original issue discount of 99 to 99.5 and 101 soft call protection for six months, a market source said.

Commitments are due on July 21, another source added.

The company’s $510 million of credit facilities also include a $40 million revolver, a $75 million privately placed first-lien delayed-draw term loan and a $105 million privately placed covenant-lite second-lien term loan.

Golub Capital is the left lead on the deal that will be used to help fund the buyout of the company by Clearlake Capital Group LP from TA Associates. TA will retain a minority equity stake in the company.

Closing is expected in the third quarter, subject to customary regulatory approvals and conditions.

Confluence is a Pittsburgh-based software provider of performance reporting, analytics, regulatory reporting, risk and data solutions for financial services companies.

Lereta proposed terms

Lereta released talk of Libor plus 525 bps to 550 bps with a 0.75% Libor floor, an original issue discount of 99 and 101 soft call protection for six months on its $250 million seven-year term loan B that launched with a call in the afternoon, according to a market source.

The company’s $280 million of credit facilities (B2/B-) also include a $30 million five-year revolver.

Commitments are due on July 22, the source added.

Truist Securities is leading the deal, which will be used to help fund the buyout of the company by Flexpoint Ford and Vestar Capital Partners from equity holders, including Tarsadia Investments LLC.

Lereta is a Pomona, Calif.-based provider of real estate tax and flood services for mortgage servicers.

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