Tenneco, Access CIG, ASGN, Epicor break; Axalta, AppLovin, Lakeshore Learning updated

By Sara Rosenberg

New York, Aug. 15 – Tenneco Inc. downsized its term loan B, finalized the original issue discount at the wide end of guidance and made some changes to documentation, and then the debt made its way into the secondary market on Tuesday.

Also, Access CIG LLC finalized the original issue discount on its first-lien term loan at the tight end of talk before freeing up for trading, and deals from ASGN Inc. and Epicor Software Corp. broke as well.

In more happenings, Axalta Coating Systems Ltd. set the issue price on its term loan B-4 at the tight side of talk, AppLovin Corp. firmed the original issue discount on its first-lien term loan B at the tight end of guidance, and Lakeshore Learning Materials LLC increased the size of its incremental first-lien term loan.

Tenneco tweaked

Tenneco scaled back its senior secured covenant-lite term loan B (B1) due November 2028 to $1.243 billion from $1.393 billion and set the original issue discount at 85, the wide end of the 85 to 86 talk, according to a market source.

Furthermore, the company reduced each of the general, similar business, joint venture and unrestricted subsidiary investment capacity baskets to the greater of $375 million and 27.5% of LTM EBITDA from $495 million and 35% of LTM EBITDA, the debt capacity at non-guarantors was revised to add a cap on incremental equivalent debt set at the greater of $495 million and 35% of LTM EBITDA from previously having no cap, and new projects were added to the 25% cap on pro forma adjusted EBITDA add-backs, the source said.

With the term loan downsizing, the company lifted its senior secured notes offering to $1.9 billion from $1.75 billion.

As before, the term loan is priced at SOFR+10 basis points CSA plus 500 bps with a 0.5% floor, and has 101 soft call protection through Nov. 17, 2023.

Tenneco hits secondary

Recommitments for Tenneco’s term loan B were due at noon ET on Tuesday, and the debt freed to trade in the afternoon, with levels quoted at 85½ bid, 86 offered, another source added.

Citigroup Global Markets Inc., BofA Securities Inc., Barclays, BNP Paribas Securities Corp., Jefferies LLC, RBC Capital Markets, TD Securities (USA) LLC, Wells Fargo Securities LLC, Deutsche Bank Securities Inc., BMO Capital Markets, Credit Suisse Securities (USA) LLC, Goldman Sachs Bank USA, ING, Mizuho, MUFG, Santander and U.S. Bank are leading the deal.

The term loan and the notes will be used to repay all or a portion of the company’s senior secured interim credit facility associated with its buyout by Apollo that was completed in November 2022, and to pay related fees and expenses. Tenneco was acquired for $20.00 per share in a transaction with an enterprise valuation of about $7.1 billion, including debt.

Closing is expected on Friday.

Tenneco is a Lake Forest, Ill.-based designer, manufacturer and marketer of automotive products for original equipment and aftermarket customers.

Access CIG updated, breaks

Access CIG set the original issue discount on its $1.125 billion five-year first-lien term loan (B2/B) at 97.5, the tight end of the 97 to 97.5 talk, a market source said.

As before, the term loan is priced at SOFR plus 500 bps with a 0.5% floor, and has 101 soft call protection for six months.

Recommitments were due at 10:30 a.m. ET on Tuesday and the term loan broke in the afternoon, with levels quoted at 97¾ bid, 98½ offered, another source added.

Jefferies LLC, Macquarie Capital (USA) Inc., Nomura and Golub are leading the deal that will be used with a new revolving credit facility to refinance the company’s existing revolver and first-lien term loan.

Access CIG is a Livermore, Calif.-based provider of records and information management solutions for highly regulated industries including health care, financial services, law, consumer, and materials & industries.

ASGN tops OID

ASGN’s $500 million seven-year covenant-lite term loan B (Ba1) began trading as well, with levels quoted at 99 7/8 bid, par ¼ offered, a market source remarked.

Pricing on the term loan is SOFR plus 225 bps with a 0% floor and it was sold at an original issue discount of 99.75. The debt has 101 soft call protection for six months.

During syndication, pricing on the term loan firmed at the low end of the SOFR plus 225 bps to 250 bps talk and the discount was tightened from 99.5.

Wells Fargo Securities LLC is the left lead on the deal that will be used to refinance the company’s existing term loan B due 2025.

ASGN is a Glen Allen, Va.-based provider of IT and professional services in the technology, digital, creative, engineering and life sciences fields across commercial and government sectors.

Epicor starts trading

Epicor Software’s non-fungible $500 million incremental term loan freed up too, with levels quoted at 99¾ bid, par ¼ offered, according to a market source.

Pricing on the term loan is SOFR plus 375 bps with a 0.75% 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 upsized from $350 million, pricing was lowered from SOFR plus 425 bps and the discount was changed from 98.5.

KKR Capital Markets is leading the deal that will be used to repay some second-lien term loan borrowings and floating-rate notes, and for general corporate purposes.

Epicor is an Austin, Tex.-based provider of enterprise business software services.

Axalta finalized

Axalta Coating Systems firmed the issue price on its $1.845 billion senior secured term loan B-4 due Dec. 20, 2029 at par, the tight end of the 99.75 to par talk, a market source said.

The term loan is still priced at SOFR plus 250 bps with a 0.5% floor, and has 101 soft call protection for six months.

Commitments continued to be due at noon ET on Tuesday, the source added.

Barclays is leading the deal that will be used to reprice an existing term loan B due Dec. 20, 2029 down from SOFR plus 300 bps with a 0.5% floor.

The borrowers are Axalta Coating Systems U.S. Holdings Inc. and Axalta Coating Systems Dutch Holding BBV.

Axalta is a Glen Mills, Pa.-based coatings company focused on providing customers with innovative, colorful and sustainable solutions.

AppLovin sets OID

AppLovin finalized the original issue discount on its $1.5 billion first-lien term loan B (Ba3) due August 2030 at 99.5, the tight end of the 99 to 99.5 talk, according to a market source.

Pricing on the term loan remained at SOFR plus 310 bps with a 0.5% floor, and the debt still has 101 soft call protection for six months.

JPMorgan Chase Bank, BofA Securities Inc., KKR Capital Markets, Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, Goldman Sachs Bank USA and Morgan Stanley Senior Funding Inc. are leading the deal. BofA is the administrative agent.

The new loan will be used with about $249 million of available cash to refinance an existing $1.749 billion term loan due 2025.

KKR is the sponsor.

AppLovin is a Palo Alto, Calif.-based provider of marketing software.

Lakeshore upsized

Lakeshore Learning Materials raised its fungible incremental first-lien term loan due Oct. 1, 2028 to $150 million from $100 million, a market source remarked.

Like the existing term loan, the incremental term loan is priced at SOFR+CSA plus 350 bps with a 0.5% floor. CSA is 11.448 bps one-month rate, 26.161 bps three-month rate and 42.826 bps six-month rate.

The incremental term loan is talked with an original issue discount of 98.79 and has 101 soft call protection for six months.

Commitments were due at 5 p.m. ET on Tuesday, extended from 3 p.m. ET on Tuesday, the source added.

Jefferies LLC, BMO Capital Markets, Wells Fargo Securities LLC, Citizens and KeyBanc Capital Markets are leading the deal that will be used to fund a one-time shareholder distribution.

Lakeshore is a Carson, Calif.-based developer, distributor and retailer of educational products and classroom furniture, primarily serving the Early Childhood Education and K-5 markets.

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