Cetera, Entegris, HAH break; Solenis, Diversey react to merger news; Topgolf accelerated

By Sara Rosenberg

New York, March 8 – In the secondary market on Wednesday, a few loan transactions freed to trade, including Cetera Financial Group (Aretec Group Inc.), Entegris Inc. and Help at Home LLC (HAH Group Holding Co. LLC).

Also, Solenis saw its term loan head lower in trading after the company revealed it would take on more debt to fund its purchase of Diversey Holdings Ltd., but Diversey’s term loan moved higher on the acquisition news.

In more happenings, Topgolf Callaway Brands Corp. moved up the commitment deadline for its term loan B, Ineos Enterprises Holdings Ltd. disclosed price talk on its U.S. and euro term loan B in connection with its lender call, and Renaissance Learning Inc. came to market with a new first-lien term loan.

Cetera frees up

Cetera Financial’s non-fungible $750 million seven-year incremental first-lien term loan (B1/B) made its into the secondary market on Wednesday, with levels quoted at 98¾ bid, 99 1/8 offered, a market source said.

Pricing on the term loan is SOFR+CSA plus 450 basis points with a 0% floor and it was sold at an original issue discount of 98. The debt has 101 soft call protection for six months from the closing date, and a ticking fee of half the margin from days 46 to 90 and the full margin thereafter. CSA is 10 bps one-month rate, 15 bps three-month rate and 25 bps six-month rate.

During syndication, pricing on the term loan firmed at the low end of the SOFR plus 450 bps to 475 bps talk and the discount was tightened from 97.

UBS Investment Bank, BMO Capital Markets, Deutsche Bank Securities Inc., Jefferies LLC, Goldman Sachs Bank USA, Truist and Antares are leading the deal that will be used to fund the acquisition of Securian Financial Group Inc.’s retail wealth business and pay associated transaction fees and one-time costs.

Closing is expected in the third quarter, subject to regulatory approval.

Cetera is a San Diego-based network of financial professionals.

Entegris hits secondary

Entegris’ $2.495 billion covenant-lite term loan B (Baa3/BB/BBB-) due July 6, 2029 broke for trading early Wednesday morning, with levels quoted at par bid, par ½ offered, according to a market source.

Pricing on the term loan is SOFR plus 275 bps with a 0% floor and a par issue price. The loan has 101 soft call protection for six months and 0 bps CSA.

Morgan Stanley Senior Funding Inc., Barclays, BofA Securities Inc., Citigroup Global Markets Inc., Wells Fargo Securities LLC, PNC, Truist and Goldman Sachs Bank USA are leading the deal that will be used to reprice an existing first-lien term loan due 2029.

Closing is expected later this week or early next week.

Entegris is a Billerica, Mass.-based manufacturing company.

Help at Home breaks

Help at Home’s fungible upon funding $130 million delayed-draw through May 15 add-on term loan (B1/B-) due Oct. 29, 2027 also freed to trade, with levels quoted at 97½ bid, 98½ offered, a market source remarked.

Pricing on the add-on term loan is SOFR+CSA plus 500 bps with a 25 bps step-down at first-lien secured leverage of 3.50x and a 25 bps step-down upon a qualified public offering, and a 1% floor, in line with pricing on the existing first-lien term loan. The new debt was sold at an original issue discount of 97.09 and has a ticking fee of SOFR plus the margin starting on day 31. CSA is 10 bps one-month rate, 15 bps three-month rate and 25 bps six-month rate.

During syndication, the add-on term loan was changed to a delayed-draw structure from a funded structure, the discount was revised from 97.01 and the ticking fee was added.

Jefferies LLC is the left lead on the deal that will be used to repay revolver borrowings and for general corporate purposes, including to support the potential RAM transaction earn-out payment in the second quarter.

Help at Home is a Chicago-based provider of home care and support to the elderly and people with disabilities in their homes and community-based settings.

Solenis, Diversey move around

Solenis’ term loan due 2028 dropped to 95½ bid, 97½ offered on Wednesday from 98 bid, 98¾ offered on Tuesday after the company announced plans to acquire Diversey Holdings, and Diversey’s term loan due 2028 rose to 99¼ bid, 99¾ offered from 98½ bid, 99 offered on the same news, a market source said.

The source explained that Solenis’ term loan likely moved down because the company is planning on using debt financing for the transaction, and Diversey’s term loan likely moved up because investors are expecting the Diversey debt to be paid down.

Solenis has received a commitment for debt financing from BofA Securities Inc. and Goldman Sachs Bank USA to help fund the acquisition, and will also use proceeds from an equity commitment for the transaction.

Diversey purchase details

Under the acquisition agreement, Solenis will pay Diversey shareholders, other than shareholders affiliated with Bain Capital Private Equity, $8.40 per share in cash. Bain Capital will receive $7.84 per share in cash and will rollover a portion of its shares of Diversey into an affiliate of Solenis in exchange for common and preferred units of such affiliate. The transaction has an enterprise value of about $4.6 billion.

Closing is expected in the second half of 2023, subject to customary conditions, including approval by Diversey shareholders and receipt of regulatory approvals.

Solenis, a Platinum Equity portfolio company, is a Wilmington, Del.-based manufacturer of specialty chemicals. Diversey is a Fort Mill, S.C.-based provider of hygiene, infection prevention and cleaning solutions.

Topgolf tweaks timing

In other news, Topgolf accelerated the commitment deadline for its $1.1 billion seven-year covenant-lite term loan B (B1/B+) to 1 p.m. ET on Thursday from 5 p.m. ET on Thursday, according to a market source.

Talk on the term loan is SOFR+10 bps CSA plus 350 bps with a 0% floor, an original issue discount of 98.5 to 99 and 101 soft call protection for six months.

BofA Securities Inc., JPMorgan Chase Bank, MUFG and Truist are leading the deal that will be used to refinance the existing $432 million Topgolf Callaway Brands level and $337 million Topgolf subsidiary level term loan B borrowings, to repay $136 million of borrowings under an existing ABL revolver, to repay $110 million of borrowings under an existing Topgolf revolver, and to add $85 million of cash to the balance sheet.

The company is also refinancing and upsizing its existing ABL revolver with a new $525 million five-year ABL facility.

Pro forma for the financing, total leverage will be 4.3x and total net leverage will be 3.4x based on fiscal year 2022 adjusted EBITDA of $558 million.

Topgolf is a Carlsbad, Calif.-based tech enabled modern golf and active lifestyle company.

Ineos sets guidance

Ineos Enterprises held its lender call in the morning and announced price talk on its €820 million equivalent U.S. and euro seven-year senior secured term loan B (BB), a market source remarked.

Talk on the U.S. term loan is SOFR+10 bps CSA plus 400 bps to 425 bps with a 0% floor and an original issue discount of 98.5, and talk on the euro term loan is Euribor plus 425 bps to 450 bps with a 0% floor and a discount of 98.5, the source said. Both term loans have 101 soft call protection for six months.

The split of U.S. and euro term loan debt is to be determined.

Commitments for the U.S. term loan are due at 5 p.m. ET on March 20 and commitments for the euro term loan are due at 7 a.m. ET on March 21.

The new term loan debt will be used to fund the €720 million acquisition of MBCC Group’s Admixture business, a producer of concrete additives essential for the construction industry, from Sika AG, refinance €72 million of drawings under the company’s securitization facility, pay related transaction fees and retain additional liquidity.

Ineos lead banks

Barclays is the global coordinator on Ineos Enterprises’ U.S. loan, and Barclays, MUFG and NatWest are the joint global coordinators and physical bookrunners on the euro loan. ABN Amro, Banco Santander, Fifth Third and JPMorgan are mandated lead arrangers. Barclays is the administrative agent.

Ineos Enterprises Holdings US Finco LLC is the U.S. borrower and Ineos Enterprises Holdings II Ltd. is the euro borrower.

Closing on the MBCC Admixture acquisition is expected in the first half of this year, subject to regulatory approvals.

Ineos Enterprises is a specialty and commodity chemical producer headquartered in the U.K.

Renaissance holds call

Renaissance Learning held a lender call at 2 p.m. ET, launching a $1.575 billion seven-year first-lien term loan (B2) at talk of SOFR plus 475 bps with a 0.5% floor, an original issue discount of 98 and 101 soft call protection for six months, according to a market source.

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

Barclays, Madison Capital, Macquarie Capital (USA) Inc., BMO Capital Markets, RBC Capital Markets, Jefferies LLC and Nomura are leading the deal that will be used to refinance the company’s existing 2025 and 2027 first-lien term loans and to pay related fees and expenses.

Renaissance Learning is a Wisconsin Rapids, Wis.-based provider of software solutions for assessment, teaching and learning to K-12 schools and districts.

Fund flows

Actively managed loan fund flows on Tuesday were negative $125 million and loan ETFs were negative $67 million, market sources said.

Actively managed high-yield fund flows on Tuesday were positive $70 million and high-yield ETFs were negative $601 million, sources added.

Loan indices rise

IHS Markit’s iBoxx loan indices were stronger on Tuesday, with the Leveraged Loan indexes (MiLLi) closing out the day up 0.05% and the Liquid Leveraged Loan indices (LLLi) closing out the day up 0.05%.

Month to date, the MiLLi is up 0.18% and year to date it is up 3.38%, and the LLLi is up 0.37% month to date and up 3.30% year to date.

Average secondary market bids in the U.S. on Tuesday were 91.80, up 0.01% from the previous day and down 0.10% year to date.

According to the IHS Markit data, some of the top advancers on Tuesday were Eaglepicher’s February 2018 covenant-lite term loan B at 84.50, up from 82.58, Electronics for Imaging’s July 2019 covenant-lite term loan at 78.88, up from 77.27, and Revlon’s November 2020 additional covenant-lite term loan B2 at 53.06, up from 52.03.

Some top decliners on Tuesday were United Road Services’ September 2017 covenant-lite term loan B at 45.33, down from 50.33, Loyalty Ventures’ November 2021 covenant-lite term loan B at 27.50, down from 30, and Tecomet’s (Symmetry Medical) November 2017 covenant-lite term loan B at 89.40, down from 93.

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