Rocket, Imperva, Hearthside, Office Depot, Evertec, MRO, Odyssey, Flynn and more break

By Sara Rosenberg

New York, Nov. 20 – Rocket Software Inc. moved some funds between its first-and second-lien term loans and finalized spreads at the high end of talk, and Imperva Inc. firmed pricing on its first-and second-lien term loans and added a step-down to the first-lien tranche, and then these deals freed to trade on Tuesday.

Also, before surfacing in the secondary market, Hearthside Food Solutions LLC shifted funds between its term loans, raised pricing on the first-lien tranche, set the issue price and extended the call protection, Office Depot Inc. set the spread on its term loan B at the low end of guidance, Evertec Group LLC downsized its term loan B, and widened the spread and original issue discount, and MRO Holdings Inc. set pricing on its term loan B at the high end of talk.

Additionally, Odyssey Logistics & Technology Corp. reworked its incremental first-and second-lien term loan sizes and adjusted the issue price on the second-lien piece, Flynn Restaurant Group LP revised its add-on first-and second-lien term loan sizes and original issue discounts, and CentralSquare Technologies LLC firmed the original issue discount on its add-on term loan at the wide end of talk, and then these deals broke for trading too.

Other transactions to hit the secondary market during the session included Global Tel*Link Corp. Inc., Avantor and Space Exploration Technologies Corp. (SpaceX).

In more happenings, Jason Inc. withdrew its term loans from market, and Knowlton Development Corp. came out with timing on the launch of its first-lien term loan, and Plaskolite LLC joined the near-term primary calendar.

Rocket revised

Rocket Software lifted its seven-year covenant-light first-lien term loan to $1.3 billion from $1.24 billion and firmed pricing at Libor plus 425 basis points, the high end of the Libor plus 400 bps to 425 bps talk, while leaving the 0% Libor floor, original issue discount of 99.5 and 101 soft call protection for six months intact, a market source remarked.

Furthermore, the company scaled back its eight-year covenant-light second-lien term loan to $260 million from $320 million and finalized the spread at Libor plus 825 bps, the high end of the Libor plus 800 bps to 825 bps talk, the source continued. This tranche still has a 0% Libor floor, a discount of 99 and call protection of 102 in year one and 101 in year two.

The company’s $1,685,000,000 of credit facilities also include a $125 million revolver.

Recommitments were due at 11 a.m. ET on Tuesday.

Rocket starts trading

Rocket Software’s credit facilities surfaced in the secondary market in the afternoon, with the first-lien term loan quoted at 99½ bid, par offered and the second-lien term loan quoted at 99 bid, par offered, another source added.

Credit Suisse Securities (USA) LLC, Barclays, Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman Sachs Bank USA, RBC Capital Markets and SunTrust Robinson Humphrey Inc. are leading the deal that will be used to help fund the buyout of the company by Bain Capital Private Equity from Court Square Capital Partners in a transaction with an enterprise value of about $2 billion.

Closing is expected this quarter, subject to customary conditions, including regulatory approvals.

Rocket Software is a Waltham, Mass.-based provider of enterprise infrastructure software.

Imperva tweaked

Imperva finalized pricing on its $760 million seven-year covenant-light first-lien term loan (B2/B-/B+) at Libor plus 400 bps, the high end of the Libor plus 375 bps to 400 bps talk, and added a step-down to Libor plus 375 bps when consolidated first-lien net leverage is 3.5 times, according to a market source.

Also, the company set the spread on its $290 million eight-year covenant-light second-lien term loan (Caa2/CCC/CCC+) at Libor plus 775 bps, the low end of the Libor plus 775 bps to 800 bps talk, the source said.

And, the asset-sale step-down was removed from asset sales, and the MFN was revised to 50 bps for life from 75 bps for six months, with the carve-outs removed.

The first-lien term loan still has a 0% Libor floor, an original issue discount of 99.5 and 101 soft call protection for six months, and the second-lien term loan still has a 0% Libor floor, a discount of 99 and hard call protection of 102 in year one and 101 in year two.

The debt has a ticking fee of half the margin from days 46 to 75 and the full margin thereafter.

The company’s $1.15 billion of senior secured credit facilities also include a $100 million revolver (B2/B-/B+).

Imperva frees up

Imperva’s credit facilities hit the secondary market in the afternoon, and the first-lien term loan was quoted at 99 5/8 bid, par 1/8 offered, another source added.

Bank of America Merrill Lynch, Goldman Sachs Bank USA, Citigroup Global Markets Inc., Jefferies LLC, Macquarie Capital (USA) Inc. and KKR Capital Markets are leading the deal, with Bank of America the left lead on the first-lien loan and Goldman the left lead on the second-lien loan.

Commitments were due at noon ET on Tuesday, the source added.

The new debt will be used with equity to fund the buyout of the company by Thoma Bravo LLC for $55.75 per share in cash in a transaction valued at about $2.1 billion.

Closing is expected late in the fourth quarter or early in the first quarter of 2019, subject to approval by Imperva’s stockholders and regulatory authorities and the satisfaction of customary conditions.

Imperva is a Redwood Shores, Calif.-based provider of best-in-class cybersecurity solutions on-premises, in the cloud and across hybrid environments.

Hearthside modified

Hearthside Food Solutions cut its incremental first-lien term loan due May 31, 2025 to $515 million from $565 million, flexed pricing to Libor plus 400 bps from Libor plus 350 bps, set the original issue discount at 99, the wide end of the 99 to 99.5 talk, and extended the 101 soft call protection to one year from six months, according to a market source. The loan still has a 0% Libor floor.

In addition, the company lifted its privately placed second-lien term loan to $300 million from $250 million, the source said.

With this transaction, pricing on the company’s existing first-lien term loan will be raised to Libor plus 368.75 bps from Libor plus 300 bps.

Recommitments were due at 2:30 p.m. ET on Tuesday, the source added.

Hearthside begins trading

By late day, Hearthside’s first-lien term loan freed to trade, with levels seen at 99 bid, 99½ offered, a trader said.

Proceeds from the first-and second-lien term loans will be used with about $275 million of new cash equity from Charlesbank Capital Partners and Partners Group to fund the acquisition of Greencore USA from Greencore Group plc.

Goldman Sachs Bank USA, Barclays, Jefferies LLC, Nomura, RBC Capital Markets, Antares Capital and Credit Suisse Securities (USA) LLC are leading the debt.

Closing is expected during the week of Nov. 26.

Hearthside is a Downers Grove, Ill.-based bakery, nutrition bar, snack and customized solutions contract manufacturer for packaged food products. Greencore is a provider of frozen contract packaging and a producer of refrigerated sandwiches, entrees and salad kits.

Office Depot updated, breaks

Office Depot firmed pricing on its $500 million senior secured first-lien term loan B (Ba3/BB-) due November 2022 at Libor plus 525 bps, the low end of the Libor plus 525 bps to 550 bps talk, and left the 1% Libor floor, par issue price and 101 hard call protection through Nov. 8, 2019 unchanged, according to a market source.

The term loan B then broke for trading during the session, with levels quoted at 101 1/8 bid, 101 5/8 offered, another source said.

Goldman Sachs Bank USA is leading the deal that will be used to reprice an existing term loan B down from Libor plus 700 bps with a 1% Libor floor.

Closing is targeted for Wednesday.

Office Depot is a Boca Raton, Fla.-based provider of office supplies and business products and services.

Evertec restructured, trades

Evertec Group trimmed its six-year covenant-light term loan B to $325 million from $425 million, lifted pricing to Libor plus 350 bps from talk in the range of Libor plus 250 bps to 275 bps, moved the original issue discount to 99.5 from 99.75 and revised the MFN to 50 bps for life from 50 bps with an 18-month sunset, a market source said.

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

Recommitments were due at 1 p.m. ET and the term loan B began trading in the afternoon, with levels quoted at 99 5/8 bid, par offered, a trader added.

Bank of America Merrill Lynch, SunTrust Robinson Humphrey Inc., Citigroup Global Markets Inc. and Goldman Sachs Bank USA are leading the deal that will be used to help refinance the company’s existing senior secured credit facilities.

With the term loan B downsizing, the company’s term loan A was upsized by $85 million and the remaining $15 million will come from cash/revolver borrowings, the source added.

Evertec is a Puerto Rico-based end-to-end payment processor and transaction solutions provider.

MRO finalized, breaks

MRO Holdings firmed pricing on its $223 million term loan B at Libor plus 475 bps, the high end of the Libor plus 450 bps to 475 bps talk, and left the 1% Libor floor, par issue price and 101 soft call protection for six months unchanged, according to a market source.

The term loan freed up on Tuesday, with levels seen at par bid, par ½ offered, a trader added.

RBC Capital Markets is the lead left arranger on the deal that will be used to reprice an existing term loan B down from Libor plus 525 bps with a 1% Libor floor. Credit Suisse Securities (USA) LLC is the administrative agent.

MRO Holdings is a provider of maintenance, repair and overhaul services to the airline and freight carrier industries.

Odyssey reworked

Odyssey Logistics upsized its fungible incremental first-lien term loan due October 2024 to $278 million from $257 million and left pricing at Libor plus 400 bps with a 1% Libor floor and an original issue discount of 99.5, a market source remarked. This tranche still has 101 soft call protection for six months.

Regarding the fungible incremental second-lien term loan due October 2025, it was reduced to $26 million from $70 million and the discount was revised to 98.75 from 99, the source continued. This loan is still priced at Libor plus 800 bps with a 1% Libor floor, and has 101 call protection through October 2019.

Previously in syndication, pricing on the incremental first-lien term loan was set at the high end of the Libor plus 375 bps to 400 bps talk, and a $50 million delayed-draw first-lien term loan was eliminated from the transaction. The delayed-draw term loan was talked with six months availability and a 1% fee after 90 days.

Recommitments were due at 11 a.m. ET on Tuesday.

As part of this transaction, pricing on the company’s existing first-lien term loan will increase to Libor plus 400 bps with a 1% Libor floor from Libor plus 375 bps with a 1% Libor floor.

Odyssey frees up

In the afternoon, Odyssey Logisitics’ debt freed to trade, with the first-lien term loan quoted at 99½ bid, par offered, another source added.

Proceeds from the term loans will be used to fund the acquisition of AFF Global Logistics, a Fife, Wash.-based third-party logistics provider and freight forwarder.

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

Closing is expected this year, subject to customary conditions.

Odyssey Logistics is a Danbury, Conn.-based provider of multi-modal transportation solutions and transportation management.

Flynn sets changes

Flynn Restaurant lifted its fungible add-on covenant-light first-lien term loan (B2/B) due June 29, 2025 to $210 million from $205 million and modified the original issue discount to 97.5 from talk in the range of 98.5 to 99, a market source said.

The company also cut its fungible add-on covenant-light second-lien term loan (Caa2/CCC+) due June 29, 2026 to $35 million from $50 million and widened the discount to 97 from talk in the range of 97.5 to 98, the source continued.

Like the existing term loans, the add-on first-lien term loan is priced at Libor plus 350 bps with a 0% Libor floor, and the add-on second-lien term loan is priced at Libor plus 700 bps with a 0% Libor floor.

The add-on first-lien term loan has 101 soft call protection for six months, and call protection on the add-on second-lien loan matches the call protection on the existing second-lien term loan.

Flynn levels emerge

Commitments for Flynn Restaurant’s debt were due at noon ET on Tuesday, and the first-lien term loan broke later in the session, with levels quoted at 97½ bid, 98 offered, a trader added.

Bank of America Merrill Lynch, Citizens Bank, Fifth Third, KKR Capital Markets and Wells Fargo Securities LLC are leading the deal.

The term loans will be used with extra proceeds from the June loan transaction to purchase US Beef, the largest franchisee in the Arby’s restaurant system, for about $580 million.

Flynn Restaurant is a San Francisco-based restaurant franchisee operator.

CentralSquare firms, trades

CentralSquare Technologies finalized the original issue discount on its fungible $60 million add-on term loan (B2) at 99.875, the wide end of the 99.875 to par talk, according to a market source.

The add-on term loan is priced at Libor plus 375 bps with a 0% Libor floor, which matches pricing on the company’s existing $895 million term loan.

After terms were set, the add-on term loan began trading and levels were quoted at 99 7/8 bid, par ¼ offered, the source said.

Antares Capital, Macquarie Capital (USA) Inc. and SunTrust Robinson Humphrey Inc. are leading the deal that will be used to fund an acquisition and provide additional cash to the balance sheet.

CentralSquare was formed in September by Bain Capital and Vista Equity Partners via the combination of Tritech Software Systems, Superion and the public sector business of Aptean Software.

The company is a provider of public safety and public administration software.

Global Tel tops OID

Global Tel*Link’s bank debt started trading too, with the $940 million seven-year covenant-light first-lien term loan (B2/B) quoted at 99¾ bid, par ¼ offered and the $260 million pre-placed second-lien term loan quoted at 99 bid, par offered, a market source remarked.

Pricing on the first-lien term loan is Libor plus 425 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.

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

Global Tel*Link is a Reston, Va.-based provider of technology solutions to the corrections industry.

Avantor hits secondary

Avantor’s $1,938,000,000 term loan B (B2/B/BB) due Nov. 22, 2024 broke too, with levels seen at par bid, par ¼ offered, according to a market source.

Pricing on the term loan B is Libor plus 375 bps with a 1% Libor floor and it was issued at par. The debt has 101 soft call protection for six months.

During syndication, pricing on the U.S. term loan B was lifted from Libor plus 350 bps.

The company is also getting a €993 million term loan B (B2/B/BB) due Nov. 22, 2024 priced at Euribor plus 375 bps with a 0% floor and was issued at par. This tranche has 101 soft call protection for six months as well.

Goldman Sachs Bank USA is leading the deal that will be used to reprice an existing U.S. term loan down from Libor plus 400 bps with a 1% Libor floor and an existing euro term loan down from Euribor plus 425 bps with a 0% floor.

Closing is expected during the week of Nov. 26.

Avantor is a Radnor, Pa.-based provider of integrated, tailored solutions for the life sciences and advanced technology industries.

SpaceX begins trading

SpaceX saw its $250 million term loan B emerge in the secondary market, with levels quoted at 99½ bid, par offered, a market source said.

Pricing on the loan is Libor plus 425 bps with a 0% Libor floor and it was sold at an original issue discount of 99. The debt has 101 soft call protection for six months.

During syndication, the term loan was downsized from $750 million and pricing firmed at the high end of the Libor plus 400 bps to 425 bps talk.

Bank of America Merrill Lynch is leading the deal that will be used for general corporate purposes.

SpaceX is a Hawthorne, Calif.-based designer, manufacturer and launcher of advanced rockets and spacecraft.

Jason shelves deal

Back in the primary market, Jason postponed its $293 million covenant-light first-lien term loan due June 2024 and $90 million covenant-light second-lien term loan due June 2025 because of market conditions, a market source remarked.

The first-lien term loan was talked at Libor plus 500 bps with a 0% Libor floor, an original issue discount of 99.5 and 101 soft call protection for one year, and the second-lien term loan was talked at 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.

Deutsche Bank Securities Inc., Citigroup Global Markets Inc. and HSBC Securities (USA) Inc. were leading the $383 million of term loans that were going to be used to amend and extend by three years existing first- and second-lien term loans. The existing first-lien term loan is priced at Libor plus 450 bps with a 1% Libor floor and the existing second-lien term loan is priced at Libor plus 800 bps with a 1% Libor floor.

Jason is a Milwaukee, Wis.-based diversified manufacturer of best in class finishing, components, seating and acoustic products and solutions to industrial, energy, heavy fabrication, off-highway equipment and transportation markets.

Knowlton timing surfaces

Knowlton Development set a bank meeting for 10 a.m. ET in New York on Nov. 27 to launch its $525 million first-lien term loan, according to a market source.

Previously, it was expected that the deal would come to market after the Thanksgiving holiday, but a specific date was unavailable.

The company was initially expected to get a $160 million second-lien term loan in addition to the first-lien term loan, but the second-lien was replaced by equity due to oversubscription on the equity side, the source explained.

UBS Investment Bank, Guggenheim and Jefferies LLC are leading the deal that will be used to help fund the buyout of the company by Cornell Capital.

Knowlton Development is a Quebec-based manufacturer of health and beauty-care products.

Plaskolite on deck

Plaskolite emerged with plans to hold a bank meeting at 10:30 a.m. ET in New York on Nov. 27 to launch $760 million of first-lien credit facilities, a market source remarked.

The first-lien facilities consist of a $100 million revolver and a $660 million covenant-light first-lien term loan, the source added.

The company also plans on getting a $190 million privately placed covenant-light second-lien term loan.

Goldman Sachs Bank USA and Morgan Stanley Senior Funding Inc. are leading the deal that will help fund the buyout of the company by PPC Partners from Charlesbank Capital Partners.

Closing is expected in December.

Plaskolite is a Columbus, Ohio-based provider of transparent thermoplastic sheet products.

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