Price talk and new deal announcements continue to take center stage in primary market

By Sara Rosenberg

New York, Sept. 7 – DigiCert Holdings Inc., Avantor, McAfee LLC, Vantiv LLC, Education Advisory Board (EAB), TriMark USA LLC, Aristocrat Leisure Ltd., Mitel Networks Corp., TTM Technologies Inc. and Tronox Finance LLC all came out with price talk on their loan transactions on Thursday.

And, in more happenings, Air Medical Group Holdings Inc., Traverse Midstream Partners LLC, BCP Renaissance Parent LLC (Blackstone), LPL Holdings Inc. and Harland Clarke Holdings Corp. joined the near-term primary calendar.

Digicert releases guidance

DigiCert held its bank meeting on Thursday morning, and with the event, talk on its $300 million first-lien term loan B-1 (B+/BB+) due Dec. 31, 2020, $900 million seven-year first-lien term loan B-2 (B+/BB+) and $300 million eight-year second-lien term loan (CCC+/BB-) was announced, according to a market source.

Talk on the term loan B-1 is Libor plus 400 basis points with a 1% Libor floor, an original issue discount of 99.5 and 101 soft call protection for six months, talk on the term loan B-2 is Libor plus 500 bps with a 1% Libor floor, a discount of 99 and 101 soft call protection for six months, and talk on the second-lien term loan is Libor plus 850 bps with a 1% Libor floor, a discount of 99 and hard call protection of 102 in year one and 101 in year two, the source said.

The company’s $1.59 billion of senior secured credit facilities also include a $90 million revolver (B+/BB+).

Commitments are due on Sept. 21, the source added.

Digicert lead banks

UBS Investment Bank, Credit Suisse Securities (USA) LLC, Jefferies LLC, Macquarie Capital (USA) Inc. and Goldman Sachs Bank USA are leading DigiCert’s credit facilities.

Proceeds will be used to fund the acquisition of Symantec Corp.’s Website Security and related PKI solutions for about $950 million in cash and around a 30% stake in the common stock equity of the DigiCert business at the closing of the transaction.

Closing is expected in the third quarter of fiscal 2018, subject to customary conditions.

DigiCert is a Lehi, Utah-based provider of scalable security solutions.

Avantor floats talk

Avantor disclosed talk on its $2,401,000,000 seven-year first-lien term loan and €500 million seven-year first-lien term loan with its late morning bank meeting in New York, a market source said. Bank meetings for European investors will take place in London (City) on Monday and in London (West End) on Tuesday.

The U.S. term loan is talked at Libor plus 400 bps with a 1% Libor floor, and the euro term loan is talked at Euribor plus 425 bps with a 0% floor, the source continued. Both loans are talked with an original issue discount of 99 and 101 soft call protection for six months.

The company’s credit facilities (B2/B/BB) also include a $250 million revolver.

Commitments are due at noon ET on Sept. 20, the source added.

Goldman Sachs Bank USA, Barclays, J.P. Morgan Securities LLC and Jefferies LLC are leading the deal.

Avantor buying VWR

Proceeds from Avantor’s credit facilities, $1,401,000,000 of senior secured notes, €500 million of senior secured notes, $2.25 billion of senior unsecured notes, preferred equity financing and cash on hand will be used to fund the acquisition of VWR International LLC for $33.25 in cash per share, reflecting an enterprise value of about $6.4 billion, and to fund a distribution to equity holders.

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

Post closing, New Mountain Capital will be the lead shareholder of the combined company.

Avantor is a Center Valley, Pa.-based supplier of ultra-high-purity materials for the life sciences and advanced technology industries. VWR is a Radnor, Pa.-based provider of product, supply chain, and service solutions to laboratory and production customers.

McAfee terms surface

McAfee released price talk on its $4.75 billion of senior secured credit facilities in connection with its lenders’ presentation, a market source remarked.

Talk on the $500 million five-year revolver (B1/B) is Libor plus 375 bps to 400 bps with a 0% Libor floor, talk on the $3.5 billion seven-year covenant-light first-lien term loan B (B1/B) is Libor plus 375 bps to 400 bps with a 1% Libor floor, an original issue discount of 99 to 99.5 and 101 soft call protection for six months, and talk on the $750 million eight-year covenant-light second-lien term loan (Caa1/B-) is Libor plus 775 bps to 800 bps with a 1% Libor floor, a discount of 98.5 and hard call protection of 102 in year one and 101 in year two, the source added.

Commitments are due on Sept. 21.

Morgan Stanley Senior Funding Inc., J.P. Morgan Securities LLC, Bank of America Merrill Lynch, Goldman Sachs Bank USA, Barclays, Citigroup Global Markets Inc., Deutsche Bank Securities Inc., RBC Capital Markets LLC, UBS Investment Bank and Mizuho Bank Ltd. are leading the deal, with Morgan Stanley the left lead on the first-lien and JPMorgan the left lead on the second-lien.

Proceeds will be used by the Santa Clara, Calif.-based cybersecurity company to refinance an existing Intel seller financing, pay a dividend to equity holders, and pay fees and expenses.

Vantiv holds call

Vantiv had its lender call and announced price talk on its $1,605,000,000 five-year term loan A-4, $1.27 billion senior secured covenant-light term loan B due Aug. 7, 2024 and repricing of its existing $761 million senior secured covenant-light term loan B due Oct. 14, 2023, according to a market source.

Talk on the term loan A-4 is Libor plus 225 bps, subject to a pricing grid, with an original issue discount of 99.75 to 99.875, and talk on the new term loan B and repriced term loan B is Libor plus 225 bps with a 0% Libor floor and 101 soft call protection for six months, the source said. The new term loan B has original issue discount talk of 99.5 to 99.75 and the repriced B loan is offered at par.

The company’s $4,236,000,000 of bank debt (Ba2/BBB-) also includes a $600 million incremental revolver.

Morgan Stanley Senior Funding Inc., Credit Suisse Securities (USA) LLC, MUFG, Banco Bilbao Vizcaya Argentaria, Citizens Bank, Lloyds Bank plc, Mediobanca International (Luxembourg) SA, Mizuho Bank Ltd., The Royal Bank of Scotland plc (trading as NatWest Markets), Sumitomo Mitsui Banking Corp., UniCredit Bank AG, Barclays, BMO Harris Bank, Capital One and Fifth Third Bank are leading the revolver and term loan A. Morgan Stanley, Credit Suisse and MUFG are leading the term loan B debt.

Vantiv acquiring Worldpay

Proceeds from Vantiv’s revolver and term loan A will be used to support the acquisition of Worldpay Group plc, the new term loan B will be used to fund a share buyback of 19.8 million shares and the repricing will take the existing term loan B down from Libor plus 250 bps with a 0.75% Libor floor.

Consents/commitments are due at 5 p.m. ET on Sept. 18, the source added.

Under the purchase agreement, Worldpay shareholders will be entitled to receive £0.55 cash for each Worldpay share held and 0.0672 of a New Vantiv share. Worldpay shareholders will also be entitled to elect to vary these proportions under a mix and match facility.

Closing is expected in early 2018, subject to approval by shareholders of both Vantiv and Worldpay, regulatory approval and customary conditions.

Vantiv is a Cincinnati-based merchant and PIN debit acquirer. Worldpay is a London-based payments company. The combined company will be named Worldpay and have global and corporate headquarters in Cincinnati and international headquarters in London.

EAB hosts meeting

Education Advisory Board held its bank meeting in the afternoon and released talk on its $540 million seven-year covenant-light first-lien term loan (B2/B) at Libor plus 350 bps to 375 bps with a 1% Libor floor, an original issue discount of 99.5, 101 soft call protection for six months and a ticking fee of half the margin from days 31 to 60 post allocation and the full margin thereafter, according to a market source.

Commitments are due on Sept. 21, the source said.

The company’s $870 million of credit facilities also include a $70 million five-year revolver (B2/B) and a $260 million privately placed eight-year second-lien term loan.

Macquarie Capital (USA) Inc. and Antares Capital are leading the deal that will be used to help fund the buyout of the company by Vista Equity Partners from the Advisory Board Co. for $1.55 billion, subject to customary adjustments.

Closing is expected by the end of 2017 or in early 2018, subject to the satisfaction or waiver of certain closing conditions, including U.S. antitrust clearance.

Education Advisory Board is a best practices firm that uses a combination of research, technology and services to improve the performance of educational institutions.

TriMark launches

TriMark released talk of Libor plus 375 bps to 400 bps with a 0% Libor floor, an original issue discount of 99.5 and 101 soft call protection for six months on its $585 million seven-year covenant-light first-lien term loan (B3/B) with its morning lender call, a market source remarked.

The loan includes a $25 million delayed-draw tranche.

Commitments are due at noon ET on Sept. 14.

Barclays, Jefferies LLC, Nomura and Citizens Bank are leading the deal that will be used to fund the buyout of the company by Centerbridge Partners LP from Warburg Pincus.

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

TriMark is a South Attleboro, Mass.-based provider of equipment, supplies and design services to the foodservice industry.

Aristocrat details emerge

Aristocrat Leisure held its call, launching a $425 million incremental senior secured covenant-light seven-year term loan B at talk of Libor plus 200 bps to 225 bps with a 0% Libor floor, an original issue discount of 99.5 and 101 soft call protection for six months, a market source said.

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

Citigroup Global Markets Inc. is leading the deal that will be used with existing cash to fund the acquisition of Plarium Global Ltd. for $500 million in cash and an earn-out arrangement payable to Plarium shareholders following the end of calendar years 2017 and 2018 based on 10 times LTM EBITDA at year end.

Closing is expected at the end of October.

Aristocrat Leisure is a Sydney, Australia-based provider of gaming services. Plarium is a Herzliya, Israel-based social gaming company,

Mitel reveals terms

Mitel Networks disclosed talk of Libor plus 400 bps to 425 bps with a 1% Libor floor, an original issue discount of 99.5 and 101 soft call protection for six months on its $300 million six-year covenant-light term loan B (B1/B+) that launched with a bank meeting during the session, a market source remarked.

Commitments are due on Sept. 19, the source added.

BMO Capital Markets, Citizens Bank, HSBC Bank and CIBC are leading the deal that will be used with cash on hand and revolver borrowings to fund the acquisition of ShoreTel for $7.50 per share, or a total equity value of about $530 million and a total enterprise value of around $430 million.

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

Mitel is an Ottawa-based provider of communications software solutions. ShoreTel is a Sunnyvale, Calif.-based provider of communication solutions.

TTM term loan guidance

TTM Technologies announced talk of Libor plus 300 bps to 325 bps with a 0% Libor floor, an original issue discount of 99.5 and 101 soft call protection for six months on its $350 million seven-year senior secured covenant-light first-lien term loan (Ba3/BBB-) with its afternoon lender call, according to a market source.

Commitments are due at noon ET on Sept. 15, the source said.

Barclays and J.P. Morgan Securities LLC are leading the deal that will be used to repay an existing term loan B and revolver borrowings.

TTM Technologies is a Costa Mesa, Calif.-based printed circuit board manufacturer.

Tronox sets talk

Tronox Finance launched at its meeting its $2.15 billion seven-year covenant-light term loan B (Ba3/BB-) at talk of Libor plus 325 bps to 350 bps with a 0% Libor floor, an original issue discount of 99.5 and 101 soft call protection for six months, according to an informed source.

Commitments are due on Sept. 13 and closing is expected on Sept. 22.

Bank of America Merrill Lynch, Citigroup Global Markets Inc., Goldman Sachs Bank USA, Wells Fargo Securities LLC, Credit Suisse Securities (USA) LLC, RBC Capital Markets and Barclays are leading the deal that will be used with $450 million in senior unsecured notes to refinance existing debt and fund the acquisition of the titanium dioxide assets of Cristal.

In addition, the company is looking to upsize its ABL facility to $550 million.

Pro forma secured net leverage will be 2.9 times and total net leverage will be 4.3 times based on pro forma June 30 unaudited adjusted EBITDA of $731 million.

Tronox is a Stamford, Conn.-based mining and inorganic chemical company.

Air Medical on deck

Also in the primary market, Air Medical set a lenders’ presentation for 11 a.m. ET on Tuesday to launch a $1,455,000,000 incremental senior secured term loan B, according to a market source.

Morgan Stanley Senior Funding Inc., Jefferies LLC, Bank of America Merrill Lynch, Citigroup Global Markets Inc., Goldman Sachs Bank USA, Credit Suisse Securities (USA) LLC and Nomura Securities International are leading the deal that will be used to help fund the acquisition of American Medical Response from Envision Healthcare Corp. for $2.4 billion.

Based on filings with the Securities and Exchange Commission, other funds for the acquisition are expected to come from an unsecured debt commitment from PSP Investments Credit USA LLC and Ares Capital Management LLC, and equity.

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

The combined company will adopt a new name upon closing.

Air Medical Group, a KKR portfolio company, is a Dallas-based provider of air and ground ambulance programs. American Medical Response is a Greenwood Village, Colo.-based medical transportation company.

Traverse joins calendar

Traverse Midstream Partners emerged with plans to hold a bank meeting at 2 p.m. ET in New York on Monday to launch a $1,135,000,000 seven-year first-lien term loan, a market source said.

The term loan has 101 soft call protection for six months.

Commitments are due on Sept. 22, the source added.

Deutsche Bank Securities Inc. and J.P. Morgan Securities LLC are leading the deal that will be used to fund the construction costs for Rover Pipeline and to refinance existing debt.

Traverse is an Edmond, Okla.-based midstream company that owns a 35% joint venture interest in Rover Pipeline and a 25% joint venture interest in Ohio River System.

BCP Renaissance deal surfaces

BCP Renaissance scheduled a lenders’ presentation for 10 a.m. ET on Monday to launch a $1.2 billion senior secured term loan B, according to a market source.

Morgan Stanley Senior Funding Inc. is leading the deal that will be used to finance the acquisition of the Rover Pipeline, to fund the debt service reserve account and debt service during the construction phase, put cash on the balance sheet, fund all or a portion of the installment payments to the seller, and finance the borrower’s portion of the development, construction and operating costs associated with Rover, the source said.

Blackstone is purchasing from Energy Transfer Partners LP a 49.9% interest in HoldCo, which owns a 65% interest in Rover Pipeline LLC, for about $1.57 billion in cash.

Upon completion, the Rover Pipeline will be an approximately 700 mile pipeline designed to transport 3.25 billion cubic feet of natural gas per day from the Marcellus and Utica Shale production areas.

LPL coming soon

LPL Holdings set a lender call for 11 a.m. ET on Friday to launch a $1,495,000,000 term loan due September 2024 talked at Libor plus 200 bps to 225 bps with a 0% Libor floor, a par issue price and 101 soft call protection for six months, according to a market source.

J.P. Morgan Securities LLC is the left lead on the deal that will be used with $400 million in add-on senior notes to refinance an existing roughly $1.7 billion term loan B due March 2024 priced at Libor plus 250 bps with a 0% Libor floor and for general corporate purposes.

Also, the company said in a news release that it intends to reprice its existing $500 million senior secured revolver.

LPL is a Boston-based investment company.

Harland readies loan

Harland Clarke scheduled a lender call for 10 a.m. ET on Friday to launch a $100 million incremental covenant-light first-lien term loan B-6 due February 2022 talked at Libor plus 550 bps with a 1% Libor floor, an original issue discount of 99.5 and a ticking fee of half the margin from days 31 to 60 and the full margin thereafter, a market source remarked.

Spread and floor on the incremental loan matches existing term loan B-6 pricing.

Commitments are due at 5 p.m. ET on Sept. 14, the source added.

Credit Suisse Securities (USA) LLC is leading the deal that will be used to fund the acquisition of MaxPoint Interactive for $13.86 per share in cash. The transaction has an equity value of about $95 million.

Closing is expected in the fourth quarter.

Harland Clarke is a San Antonio-based provider of media delivery, payment solutions and marketing services. MaxPoint is a Morrisville, N.C.-based marketing technology company.

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