Attachmate reacts to merger; TriZetto up with acquisition news; Ranpak modifies deadline

By Sara Rosenberg

New York, Sept. 15 – Attachmate Group’s first-lien term loan softened and its second-lien term loan strengthened in the secondary market on Monday as a merger with Micro Focus was announced, and TriZetto Corp.’s term loans were better with word that the company is being acquired by Cognizant.

Moving to the primary, Ranpak Holdings Inc. accelerated the commitment deadline on its credit facility, Berlin Packaging LLC came out with price talk on its term loans with launch, Intrawest Operations Group LLC released original issue discount talk, and AVG Technologies N.V. and Capstone Logistics LLC came out with timing on their credit facilities.

Attachmate moves around

Attachmate’s term loans moved around in trading on Monday as a merger agreement with Micro Focus was disclosed, according to a trader.

The first-lien term loan was quoted at 99¾ bid, par ¼ offered, down from par ½ bid, 101½ offered and the second-lien term loan was quoted at 101 bid, 102 offered, up from par ½ bid, 101 offered, the trader said.

Under the agreement, Micro Focus will acquire the entire issued share capital of the Attachmate Group in exchange for the issue of about 86.6 million ordinary shares to Attachmate’s parent company, Wizard Parent LLC.

To help fund the transaction, Micro Focus plans on getting a $2 billion senior secured credit facility, which will be launched to investors with a bank meeting at 10 a.m. ET on Wednesday, a source remarked.

The facility consists of a $150 million five-year revolver, a $1.35 billion seven-year covenant-light term loan B with 1% amortization and a $500 million five-year covenant-light term loan C with 10% amortization, the source continued.

Micro Focus lead banks

Bank of America Merrill Lynch, HSBC Securities (USA) Inc., RBC Capital Markets, Goldman Sachs Bank USA and Credit Suisse Securities (USA) LLC are leading Micro Focus’ credit facility

Closing on the merger with Attachmate is expected on Nov. 3, subject to customary conditions, including Micro Focus shareholder approvals and regulatory approvals under the Hart-Scott-Rodino Act.

Micro Focus is a software provider with U.S. headquarters in Rockville, Md., and U.K. headquarters in Newbury, Berkshire. Attachmate, a Houston-based software holding company, is currently owned by Francisco Partners, Golden Gate Capital, Elliott Management and Thoma Bravo.

TriZetto rises

TriZetto’s first- and second-lien term loans were stronger in the secondary after the company announced that it is being purchased by Cognizant from Apax Partners for $2.7 billion in cash, subject to customary adjustments, according to a trader.

The first-lien term loan was quoted at par bid, par ¼ offered and the second-lien term loan was quoted at 101 bid, 101¼ offered, both up half a point on the day, the trader said.

Cognizant plans on using debt and cash on hand to fund the acquisition, and has received a commitment for a $1 billion senior unsecured bridge loan in support of the transaction.

Credit Suisse AG, JPMorgan Chase Bank and Barclays provided the debt commitment.

Closing on the acquisition is expected in the fourth quarter.

TriZetto is an Englewood, Colo.-based provider of health care IT software. Cognizant is a Teaneck, N.J.-based provider of information technology, consulting, and business process outsourcing services.

Ranpak changes deadline

Switching to the primary, Ranpak revised the commitment deadline on its $600 million equivalent credit facility to 5 p.m. ET on Wednesday for U.S. lenders and noon London time on Thursday for European lenders, from an original deadline of Sept. 23, according to a market source.

The facility consists of a $30 million five-year revolver, $231 million seven-year first-lien covenant-light term loan talked at Libor plus 400 bps, a roughly €130 million seven-year first-lien covenant-light term loan talked at Euribor plus 425 bps and a $170 million eight-year second-lien covenant-light term loan talked at Libor plus 750 bps.

All of the term loans have a 1% floor and an original issue discount of 99, the first-lien term loan has 101 soft call protection for six months, and the second-lien term loan has call protection of 102 in year one and 101 in year two.

Ranpak funding buyout

Proceeds from Ranpak’s credit facility will be used to help fund its buyout of by Rhone Capital LLC from Odyssey Investment Partners LLC.

Credit Suisse Securities (USA) LLC and Macquarie Capital are leading the deal.

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

Ranpak is a Concord Township, Ohio-based manufacturer of paper-based systems for protective packaging needs.

Berlin talk surfaces

Berlin Packaging held its bank meeting on Monday afternoon, and with the event, price talk on its first- and second-lien term loans was announced, according to a market source.

The $545 million seven-year first-lien covenant-light term loan (B2/B) is talked in the Libor plus 400 bps area with a 1% Libor floor, an original issue discount of 99 to 99½ and 101 soft call protection for six months, and the $220 million eight-year second-lien covenant-light term loan (Caa2/CCC+) is talked in the Libor plus 725 bps area with a 1% Libor floor, a discount of 99 and call protection of 102 in year one and 101 in year two, the source said.

The company’s $840 million credit facility also includes a $75 million five-year revolver (B2/B).

Commitments are due on Sept. 24, sources added.

Berlin being acquired

Proceeds from Berlin Packaging’s credit facility will be used to help fund the buyout of the company by Oak Hill Capital Partners from Investcorp for roughly $1.43 billion. Oak Hill is investing in the company in partnership with Berlin Packaging’s current management team, led by chairman and chief executive officer Andrew Berlin.

Deutsche Bank Securities Inc., Morgan Stanley Senior Funding Inc., Bank of America Merrill Lynch and Barclays are leading the loan deal, with Deutsche Bank left lead on the first-lien debt and Morgan Stanley left lead on the second-lien debt.

Closing is expected in the third quarter, subject to HSR approval and other customary conditions.

Berlin Packaging is a Chicago-based supplier of rigid packaging products and services.

Intrawest floats OID

Intrawest held its call, launching its $60 million add-on covenant-light term loan due Dec. 9, 2020 with original issue discount talk of 99½, a market source said.

Pricing on the add-on is Libor plus 450 bps with a 1% Libor floor, which matches the existing term loan.

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

Bank of America Merrill Lynch is leading the deal that will be used to fund the C$58 million acquisition of the 50% interest in Blue Mountain Ski Resort in Ontario that IntraWest does not already own from Blue Mountain Resorts Holdings Inc.

Intrawest, a Denver-based mountain resort and adventure company, expects to close on the acquisition by the end of this month.

AVG on deck

AVG Technologies set a bank meeting for 1:30 p.m. ET in New York on Wednesday to launch its previously announced $300 million senior secured credit facility (BB), according to a market source.

The facility consists of a $50 million five-year revolver and a $250 million six-year term loan B, and based on recent filing with the Securities and Exchange Commission, the term loan B is expected to have a 1% Libor floor.

Morgan Stanley Senior Funding Inc. and HSBC Securities USA Inc. are leading the deal that will be used to help fund the acquisition of Location Labs for about $140 million initially, plus up to roughly $80 million in cash consideration over the next two years, and for general corporate purposes, including future potential acquisitions.

Closing is expected in the fourth quarter.

AVG is an online security company with headquarters in Amsterdam and San Francisco. Location Labs id an Emeryville, Calif.-based mobile security company.

Capstone readies launch

Capstone Logistics scheduled a bank meeting for 1 p.m. ET on Wednesday to launch the first-lien portion of its $277.5 million senior secured credit facility, a market source said.

The facility consists of a $30 million five-year revolver, a $182.5 million seven-year first-lien term loan and a $65 million eight-year second-lien term loan, however, the second-lien tranche was already privately placed, the source continued.

Goldman Sachs Bank USA, BNP Paribas Securities Corp. and Fifth Third Securities Inc. are leading the deal that will be used to help fund the buyout of the company by Jordan Co.

Previously, it was known that the facility would be coming to market this month but a specific date and structure had been unavailable.

Capstone is a Peachtree Corners, Ga.-based performance workgroup partner.

Capital Automotive allocates

In other news, Capital Automotive LP allocated its $100 million incremental second-lien term loan, with the deal firming in line with initial talk at Libor plus 500 bps with a 1% Libor floor and an original issue discount of 99, a market source told Prospect News.

The spread and floor on the incremental loan match the existing second-lien term loan.

All of the second-lien term loan debt has hard call protection of 102 in year one and 101 in year two.

Barclays is leading the deal that will be used with $300 million of ABS debt to fund the acquisition of the company by Brookfield Property Partners from DRA Advisors LLC.

Capital Automotive is a McLean, Va.-based provider of sale-leaseback capital to the automotive retail industry.

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