Valet, Tortoise, Ultra Clean, SUSE, PS free up; Envision, National Response revise deals

By Sara Rosenberg

New York, Sept. 27 – Valet Living firmed pricing on its term loan at the low end of guidance, added a step-down and adjusted the original issue discount, and Tortoise Investments LLC upsized its add-on term loan and adjusted the issue price, and then both of these deals broke for trading on Thursday.

Other loan transactions to make their way into the secondary market during the session included Ultra Clean Holdings Inc., SUSE (Marcel BidCo) and PS Logistics (PS HoldCo LLC).

In more happenings, Envision Healthcare Corp. increased the size of its term loan B, reduced the spread, added a step-down and modified the issue price, and National Response Corp. tightened the original issue discount on its incremental term loan.

Also, Bomgar Corp. accelerated the commitment deadline on its incremental first-lien term loan, NEP Group Inc. disclosed price talk with launch, and United Natural Foods Inc. joined the near-term primary calendar.

Valet updated, trades

Valet Living set the spread on its $245 million seven-year covenant-light term loan at Libor plus 400 basis points, the low end of the Libor plus 400 bps to 425 bps talk, added a step-down to Libor plus 375 bps when total net leverage is less than 4.5 times and moved the original issue discount to 99.75 from 99.5, according to a market source.

As before, the term loan has a 0% Libor floor and 101 soft call protection for six months.

The company’s $275 million of credit facilities (B3/B) also include a $30 million five-year revolver.

After pricing finalized, the term loan made its way into the secondary market and levels were seen at par ¼ bid, par ¾ offered, the source said.

Antares Capital and Citizens Bank are leading the deal that will be used primarily to refinance existing debt.

Closing is expected on Friday, the source added.

Valet Living is a Tampa, Fla.-based provider of amenity services to the multi-family housing industry.

Tortoise modified, breaks

Tortoise Investments raised its fungible add-on first-lien term loan due Jan. 31, 2025 to $40 million from $30 million and revised the issue price to par from 99.75, a market source said.

The add-on term loan and repricing of the company’s existing $261.8 million first-lien term loan due Jan. 31, 2025 are still priced at Libor plus 350 bps with a 1% Libor floor, the repricing is still offered at par and the debt is still getting 101 soft call protection for six months.

Recommitments were due at noon ET on Thursday and the debt started trading late in the day, with levels quoted at par ¼ bid, par ¾ offered, another source added.

UBS Investment Bank and Credit Suisse Securities (USA) LLC are leading the deal.

The add-on will be used for strategic initiatives, and the repricing will take the existing term loan down from Libor plus 400 bps with a 1% Libor floor.

Tortoise is a Leawood, Kan.-based provider of investment solutions and market insights.

Ultra Clean frees up

Ultra Clean’s credit facilities allocated and broke for trading during the session, with the $350 million seven-year term loan B quoted at 98½ bid, 99½ offered, a trader remarked.

Pricing on the term loan is Libor plus 450 bps with a 0% Libor floor, and it was sold at an original issue discount of 98.5. The loan has 101 soft call protection for one year.

On Wednesday, pricing on the term loan was raised from talk in the range of Libor plus 375 bps to 400 bps, the discount widened from 99.5 and the call protection was extended from six months. Also, changes were made to the MFN, the excess cash flow sweep, the non-guarantor debt basket, the incremental allowance, EBITDA add-backs, general purpose secured debt, restricted payments, the available amount starter basket and investments in non-guarantor subsidiaries.

The company’s $415 million of credit facilities (B1/B+) include a $65 million five-year revolver as well.

Barclays is leading the deal that will be used to support the acquisition of Quakertown, Pa.-based Quantum Global Technologies LLC for $342 million in cash, which was completed in late August.

Pro forma total debt to adjusted EBITDA is 2.2 times and net debt to adjusted EBITDA is 1.5 times.

Ultra Clean is a Hayward, Calif.-based developer and supplier of critical subsystems for the semiconductor and display capital equipment industries.

SUSE tops OID

SUSE’s $360 million seven-year first-lien term loan freed to trade, with levels quoted at par ½ bid, 101 offered, according to a trader.

Pricing on the term loan is Libor plus 325 bps with a 0% Libor floor and it was sold at an original issue discount of 99.875. The debt has 101 soft call protection for six months.

The company is also getting a $350 million equivalent euro seven-year first-lien term loan priced at Euribor plus 350 bps with a 0% floor and issued at a discount of 99.875. This tranche also has 101 soft call protection for six months.

During syndication, the U.S. term loan was upsized from $325 million and the spread was cut from revised talk of Libor plus 350 bps and initial talk of Libor plus 400 bps, pricing on the euro loan was reduced from revised talk of Euribor plus 375 bps and initial talk of Euribor plus 425 bps, the discount on both tranches was changed from revised talk of 99.75 and initial talk of 99.5, and the 25 bps step-down at 4.5 times senior secured net leverage was removed from both loans.

SUSE lead banks

J.P. Morgan Securities LLC, Deutsche Bank Securities Inc., Goldman Sachs Bank USA and Jefferies LLC are leading SUSE’s term loans.

Proceeds will be used to help fund the buyout of the company by the EQT VIII fund from Micro Focus International plc for $2,535,000,000. The amount of equity being used for transaction is being reduced by the funds from the recent term loan upsizing.

Closing is subject to Micro Focus shareholder and customary regulatory approvals.

SUSE is a Nuremberg, Germany-based provider of open source infrastructure software.

PS hits secondary

PS Logistics’ fungible $20 million incremental first-lien term loan due March 2025 and repriced $250 million first-lien term loan due March 2025 began trading as well, with levels seen at par ¼ bid, par ¾ offered, a trader said.

Pricing on the term loan debt is Libor plus 475 bps with a step-down to Libor plus 450 bps when first-lien net leverage is less than 3.25 times and a 1% Libor floor. The term debt was issued at par and has 101 soft call protection for six months.

During syndication, the step-down was added and the issue price on the incremental loan was tightened from 99.75.

UBS Investment Bank is leading the deal.

Proceeds from the incremental loan will be used to fund a distribution, and the repricing will take the existing loan down from Libor plus 525 bps with a 1% Libor floor.

PS Logistics is a flatbed transportation solutions provider.

Envision changes surface

Back in the primary market, Envision Healthcare lifted its seven-year covenant-light first-lien term loan B to $5.45 billion from $5.05 billion, trimmed pricing to Libor plus 375 bps from Libor plus 400 bps, added a 25 bps step-down at senior secured net leverage of less than 4.5 times and revised the original issue discount to 99.75 from talk in the range of 99 to 99.5, according to a market source.

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

Recommitments were due at 5 p.m. ET on Thursday, the source said.

The company’s now $6.3 billion of senior secured credit facilities also include a $550 million asset-based revolver and a $300 million five-year revolver.

Credit Suisse Securities (USA) LLC, Citigroup Global Markets Inc., Morgan Stanley Senior Funding Inc., Barclays, Goldman Sachs Bank USA, Jefferies LLC, UBS Investment Bank, RBC Capital Markets, Societe Generale, HSBC Securities (USA) Inc., Mizuho Bank, BMO Capital Markets, SunTrust Robinson Humphrey Inc., Credit Agricole and KKR Capital Markets are leading the deal.

Envision being acquired

Proceeds from Envision’s credit facilities will be used to help fund its buyout by KKR for $46.00 per share in cash, or about $9.9 billion including the assumption or repayment of debt.

The company is also issuing bonds for the transaction, the amount of which was reduced to $1,225,000,000 from $1,625,000,000 with the term loan upsizing, the source added.

In addition to the debt transactions, the buyout will be funded with equity.

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

Envision is a Nashville, Tenn.-based provider of physician-led services and post-acute care and ambulatory surgery services.

National Response tweaked

National Response modified the original issue discount on its fungible $35 million incremental term loan (B) to 99.75 from 99, a market source remarked.

The incremental term loan is priced at Libor plus 525 bps with a 1% Libor floor.

Recommitments were due at the end of the day on Thursday, the source added.

BNP Paribas Securities Corp. is leading the deal that will be used for general corporate purposes, which may include acquisitions.

National Response is a Great River, N.Y.-based provider of specialized environmental and maritime services.

Bomgar moves deadline

Bomgar accelerated the commitment deadline on its $315 million incremental first-lien term loan due April 17, 2025 to noon ET on Friday from Monday, a market source said.

Talk on the loan is Libor plus 400 bps with a 0% Libor floor and an original issue discount of 99.5.

The company is also getting a $15 million incremental revolver, bringing the total revolver size to $40 million, and a $124 million incremental second-lien term loan due April 19, 2026 that has been privately placed.

Included in the first-lien term loan is 101 soft call protection until Oct. 19, and the second-lien term loan has call protection of 102 until April 19, 2019 and 101 until April 19, 2020.

Jefferies LLC, RBC Capital Markets, Golub, Antares Capital, ING and Barings are leading the deal that will be used to fund the acquisition of BeyondTrust from Veritas Capital.

Closing is expected in October.

Bomgar, a Francisco Partners portfolio company, is an Atlanta-based provider of remote support and privileged access management solutions to enterprise customers. BeyondTrust is a Phoenix-based privilege-centric security company. The combined company will be based in Atlanta and will be called BeyondTrust.

NEP releases guidance

NEP Group held its lender call on Thursday and announced price talk on its $1.04 billion seven-year first-lien term loan (B1/B+/BB-), €397 million seven-year first-lien term loan (B1/B+/BB-) and $330 million eight-year second-lien term loan (Caa1/CCC+/CCC+), according to a market source.

Talk on the U.S. first-lien term loan is Libor plus 350 bps and talk on the euro first-lien term loan is Euribor plus 375 bps, and both tranches are talked with a 0% floor, an original issue discount of 99.5 and 101 soft call protection for six months, the source said.

The second-lien term loan is talked at Libor plus 750 bps with a 0% Libor floor, a discount of 99 and call protection of 102 in year one and 101 in year two.

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

Barclays and J.P. Morgan Securities LLC are leading the deal that will be used to help fund Carlyle’s majority investment in the company and to refinance existing debt. Barclays is left on the first-lien and JPMorgan is left on the second-lien.

NEP is a Pittsburgh-based provider of outsourced live and broadcast production solutions.

United Natural on deck

United Natural Foods set a bank meeting for 10 a.m. ET in New York on Tuesday to launch $4.05 billion of credit facilities, a market source said.

The facilities consist of a $2 billion ABL revolver and a $2.05 billion term loan B, the source added.

Goldman Sachs Bank USA, Bank of America Merrill Lynch and U.S. Bank are leading the deal that will be used to fund the acquisition of SuperValu for $32.50 per share in cash, or about $2.9 billion, including the assumption of outstanding debt and liabilities, and to refinance existing debt.

Closing is expected in the fourth quarter, subject to antitrust approvals, SuperValu shareholder approval and other customary conditions.

United Natural Foods is a Providence, R.I.-based wholesale distributor to the natural, organic and specialty food industry. SuperValu is an Eden Prairie, Minn.-based supermarket operator and wholesale grocery distributor.

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