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Published on 6/26/2018 in the Prospect News Bank Loan Daily.

Edelman, Evoqua, Cirque, MedPlast, Invenergy break; BMC, Radiology Partners changes emerge

By Sara Rosenberg

New York, June 26 – Edelman Financial Center LLC upsized its first-lien term loan, downsized its second-lien term loan and tightened the spread and original issue discount on the second-lien tranche, and Evoqua Water Technologies (EWT Holding III Corp.) changed the issue price on its incremental first-lien term loan, and then both of these deals surfaced in the secondary market on Tuesday.

Also, Cirque du Soleil Canada Inc. set the original issue discount on its add-on term loan at the wide end of guidance and modified the call protection before freeing up for trading, and deals from MedPlast Holdings Inc. and Invenergy Thermal Operating I LLC broke as well.

In more happenings, BMC Software widened price talk on its U.S. and euro term loans, and Radiology Partners Inc. terminated plans for a first-lien delayed-draw term loan-1 and sweetened the spread and original issue discount on its remaining first-lien term loan debt.

Furthermore, Oasis Outsourcing Holdings Inc. moved up the commitment deadline on its add-on first-lien term loan, Mitel Networks Corp. and World Triathlon Corp. revealed price talk with launch, and Aptos Inc. emerged with new deal plans.

Edelman revised

Edelman Financial Center lifted its seven-year covenant-light first-lien term loan B to $1,455,000,000 from $1.41 billion and left pricing at Libor plus 325 basis points with a 25 bps step-down at 0.5 times inside closing first-lien secured leverage, a 0% Libor floor and an original issue discount of 99.5, according to a market source. This tranche still has 101 soft call protection for six months.

Regarding the eight-year covenant-light second-lien term loan, it was reduced to $475 million from $495 million, pricing was trimmed to Libor plus 675 bps from Libor plus 700 bps and the discount was changed to 99.5 from 99, the source said. The 0% Libor floor and hard call protection of 102 in year one and 101 in year two were left intact.

The company’s now $2.08 billion of senior secured credit facilities also include a $150 million five-year revolver.

Morgan Stanley Senior Funding Inc., J.P. Morgan Securities LLC, Barclays, Deutsche Bank Securities Inc. and UBS Investment Bank are leading the deal, with Morgan Stanley the left lead on the first-lien term loan and JPMorgan the left lead on the second-lien term loan.

Edelman hits secondary

Recommitments for Edelman Financial’s credit facilities were due at 11 a.m. ET on Tuesday and then the debt freed up for trading, with the first-lien term loan quoted at par ¼ bid, par ¾ offered, a trader added.

The credit facilities will be used with equity, the amount of which was reduced with the $25 million in extra proceeds raised from the first-lien term loan upsizing, to fund the acquisition of Financial Engines Inc. for $45 per share in cash, or about $3.02 billion.

Closing is expected in July.

Edelman Financial, which is majority owned by Hellman & Friedman, is an independent financial planning firm. Financial Engines is a Sunnyvale, Calif.-based independent investment adviser.

Evoqua modified, frees up

Evoqua Water Technologies revised the issue price on its $150 million incremental first-lien term loan due December 2024 to par from 99.75, and left pricing at Libor plus 300 bps with a 1% Libor floor, according to a market source.

Recommitments were due at noon ET on Tuesday and then the loan broke for trading with levels quoted at par 1/8 bid, par ½ offered, a trader added.

Credit Suisse Securities (USA) LLC is leading the deal that will be used to fund the acquisition of ProAct Services Corp., a provider of on-site treatment services of contaminated water, from Hammond, Kennedy, Whitney & Co. Inc. and members of management for $132 million, to replenish the internally funded purchases of two recent acquisitions and for general corporate purposes.

Pro forma net leverage is expected to be about 3.6 times following the transaction and financing.

Evoqua is a Warrendale, Pa.-based provider of equipment and services for water treatment.

Cirque tweaked, breaks

Cirque du Soleil firmed the original issue discount on its $95 million add-on covenant-light first-lien term loan (B1/B+) at 99.125, the wide end of the 99.125 to 99.25 talk, and changed the call protection to a 101 soft call for six months from expiring on Saturday, a market source said.

Pricing on the add-on loan matches existing term loan pricing at Libor plus 375 bps with a 1% Libor floor.

Commitments were due at noon ET on Tuesday and in the afternoon the debt hit the secondary market with levels seen at 99 1/8 bid, 99 3/8 offered, a trader added.

RBC Capital Markets is leading the deal that will fund the acquisition of VStar Entertainment Group, a Fridley, Minn.-based producer of family friendly shows, events, experiential installations, mascots and costumes.

Closing is expected on July 3.

TPG Capital is the sponsor.

Cirque du Soleil is a Montreal-based producer of live artistic entertainment.

MedPlast starts trading

MedPlast’s credit facilities freed to trade in the afternoon, with the $500 million seven-year covenant-light first-lien term loan (B) quoted at par bid, par ½ offered and the $225 million eight-year covenant-light second-lien term loan (CCC+) quoted at par ¼ bid, 101¼ offered, according to a trader.

Pricing on the first-lien term loan is Libor plus 375 bps with a 0% Libor floor and it was sold at an original issue discount of 99.5. The loan has 101 soft call protection for six months.

The second-lien term loan is priced at Libor plus 775 bps with a 0% Libor floor and was issued at a discount of 99. This tranche has call protection of 102 in year one and 101 in year two.

On Friday, pricing on the first-lien term loan was reduced from talk in the range of Libor plus 400 bps to 425 bps and pricing on the second-lien term loan was lowered from talk in the range of Libor plus 800 bps to 825 bps.

The company’s $795 million of senior secured credit facilities also include a $70 million five-year revolver (B).

MedPlast funding acquisition

Proceeds from MedPlast’s credit facilities will be used to fund the acquisition of Integer Holdings Corp.’s Advanced Surgical and Orthopedics product lines for $600 million in cash.

RBC Capital Markets LLC, Jefferies LLC, KeyBanc Capital Markets LLC and Citizens Bank are leading the deal.

Closing is expected in the third quarter, subject to customary conditions, including U.S. and foreign antitrust clearances.

JLL Partners and Water Street Healthcare Partners are the sponsors.

MedPlast is a Tempe, Ariz.-based services provider to the medical device industry.

Invenergy tops OID

Invenergy Thermal Operating’s $350 million seven-year first-lien term loan (Ba2/BB) began trading as well, with levels seen at par bid, par ¾ offered, a market source said.

Pricing on the term loan is Libor plus 350 bps with a 25 bps step-down at 4 times total net leverage and a 0% Libor floor. The debt was sold at an original issue discount of 99.75 and has 101 soft call protection for six months.

On Monday, pricing on the term loan was lowered from Libor plus 375 bps, the step-down was added and the discount was tightened from 99.5.

Credit Suisse Securities (USA) LLC and Goldman Sachs Bank USA are leading the deal that will be used to refinance existing debt.

Invenergy is a Chicago-based operator of power generation facilities.

BMC adjusts talk

Back in the primary market, BMC Software raised price talk on its $3,375,000,000 seven-year term loan B to a range of Libor plus 400 bps to 425 bps from a range of Libor plus 350 bps to 375 bps and on its €855 million seven-year term loan B to a range of Euribor plus 450 bps to 475 bps from a range of Euribor plus 400 bps to 425 bps, according to a market source.

Both term loans still have a 0% floor, a discount of 99.5 and 101 soft call protection for six months.

BMC’s $4,775,000,000 equivalent of credit facilities (B2/B) also include a $400 million five-year revolver.

Commitments are still due at 5 p.m. ET on Wednesday for the U.S. dollar loan and at 1 p.m. ET on Wednesday for the euro-denominated loan.

Credit Suisse Securities (USA) LLC, Goldman Sachs Bank USA, Jefferies LLC, KKR Capital Markets, Macquarie Capital (USA) Inc., Mizuho Bank and Barclays are leading the deal that will be used to help fund the buyout of the company by KKR from a private investor group led by Bain Capital Private Equity and Golden Gate Capital together with GIC, Insight Venture Partners and Elliott Management.

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

BMC is a Houston-based provider of software solutions for the digital enterprise.

Radiology Partners reworked

Radiology Partners dropped plans for a $100 million first-lien delayed-draw term loan-1, raised pricing on its $680 million first-lien term loan and $120 million privately placed first-lien delayed-draw term loan-2 to Libor plus 425 bps from talk in the Libor plus 325 bps to 350 bps range and widened the original issue discount to 99 from 99.5, a market source remarked.

The first-lien term loan debt still has a 0% Libor floor and 101 soft call protection for six months.

The company’s now $1,265,000,000 of senior secured credit facilities still include a $150 million revolver, and a $240 million second-lien term loan and $75 million second-lien delayed-draw term loan that are being offered as a pro rata strip.

As before, the second-lien term loan debt is priced at Libor plus 725 bps with a 0% Libor floor and a discount of 99, and has call protection of 102 in year one and 101 in year two, the delayed-draw ticking fees are half the margin from days 61 to 365 and the full margin thereafter, the delayed-draw availability is for 24 months, the first-lien delayed-draw term loan is subject to pro forma first-lien net leverage of 5 times and the second-lien delayed-draw term loan is subject to pro forma secured net leverage of 6.75 times.

The delayed-draw debt original issue discount is to be paid at closing.

Radiology Partners leads

Barclays, Golub, Deutsche Bank Securities Inc. and Fifth Third are leading Radiology Partners’ credit facilities.

The debt has 50 bps of MFN.

Along with the structural and pricing changes, the company made several lender friendly document revisions to the credit facilities, the source added.

Final commitments were due at 5 p.m. ET on Tuesday.

Proceeds will be used to refinance existing debt and for general corporate purposes.

New Enterprise Associates is the sponsor.

Radiology Partners is an El Segundo, Calif.-based radiology physician practice management company.

Oasis Outsourcing accelerated

Oasis Outsourcing moved up the commitment deadline on its fungible $87 million add-on first-lien term loan due June 30, 2023 to 5 p.m. ET on Tuesday from 5 p.m. ET on Wednesday, according to a market source.

Pricing on the add-on term loan is Libor plus 325 bps with a 1% Libor floor, in line with existing term loan pricing, and the new debt is talked with a par issue price.

RBC Capital Markets, SunTrust Robinson Humphrey Inc., Citizens Bank and KeyBanc Capital Markets are leading the deal that will be used to fund acquisitions.

Oasis Outsourcing, a Stone Point Capital and Kelso & Co. owned company, is a West Palm Beach, Fla.-based provider of comprehensive and cost-effective HR outsourcing services to small- and medium-sized businesses.

Mitel sets guidance

Also in the primary market, Mitel Networks held its bank meeting on Tuesday and with the event announced price talk on its $1.02 billion seven-year first-lien term loan(B2/B) and a $360 million eight-year second-lien term loan (Caa2/CCC+), according to a market source.

Talk on the first-lien term loan is Libor plus 450 bps to 475 bps with a 0% Libor floor and an original issue discount of 99.5, and talk on the second-lien term loan is Libor plus 850 bps to 875 bps with a 0% Libor floor and a discount of 99, the source said.

As previously reported, the first-lien term loan has 101 soft call protection for six months, and the second-lien term loan has hard call protection of 102 in year one and 101 in year two.

The company’s $1.48 billion of senior secured credit facilities also include a $100 million revolver.

Commitments are due at 5 p.m. ET on July 13.

Mitel being acquired

Mitel’s credit facilities will be used with up to $700 million of equity to fund its buyout by Searchlight Capital Partners LP for $11.15 per common share in cash. The all-cash transaction is valued at about $2 billion, including net debt.

Credit Suisse Securities (USA) LLC, BMO Capital Markets Corp. and TD Securities (USA) LLC are leading the debt.

Closing on the buyout is expected during the second half of this year, subject to customary conditions, including receipt of shareholder, regulatory and court approvals.

Mitel is an Ottawa-based provider of communications software solutions.

World Triathlon talk

World Triathlon came out with talk of Libor plus 350 bps with a 1% Libor floor, an original issue discount of 99.5 and 101 soft call protection for six months on its $250 million term loan that launched with a morning bank meeting, a market source remarked.

The company’s $271 million of credit facilities also include a $21 million revolver.

Commitments are due on July 9, the source added.

UBS Investment Bank is leading the deal that will be used to refinance existing debt.

World Triathlon is an owner and operator of Ironman triathlon events.

Aptos joins calendar

Aptos set a bank meeting for Wednesday to launch $330 million in term loans, split between a $230 million seven-year first-lien term loan (B-) and a $100 million eight-year second-lien term loan (CCC), a market source said.

Talk on the first-lien term loan is Libor plus 500 bps with a 0% Libor floor, an original issue discount of 99.5 and 101 soft call protection for six months, and talk on the second-lien term loan is Libor plus 900 bps with a 0% Libor floor, a discount of 99 and call protection of 102 in year one and 101 in year two, the source added.

Commitments are due on July 17.

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

Aptos is an Atlanta-based retail technology solutions company.


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