Upstream, Ontic, Garda break; Monotype revised; Cole-Parmer, Ellie Mae, GoodRx accelerated

By Sara Rosenberg

New York, Oct. 24 – Upstream Rehabilitation’s credit facilities freed up for trading on Thursday, with the first- and second-lien term loan debt quoted above their original issue discounts, and Ontic (Bleriot US Bidco Inc.) and Garda World Security Corp. broke as well.

Moving to the primary market, Monotype Imaging Holdings Inc. once again widened the original issue discount on its first-lien term loan, and Cole-Parmer Instrument Co. (Curie Merger Sub LLC), Ellie Mae Inc. and GoodRx accelerated the commitment deadlines for their first-lien term loans.

Furthermore, Genesee & Wyoming Inc. and National Seating & Mobility Inc. disclosed price talk on their proposed loan transactions with launch.

Upstream frees up

Upstream Rehabilitation’s bank debt broke for trading on Thursday, with the $555 million seven-year covenant-lite first-lien term loan quoted at par bid, par ½ offered and the $140 million eight-year covenant-lite second-lien term loan quoted at par bid, 101 offered, according to a market source.

Pricing on the first-lien term loan is Libor plus 450 basis points with a step-down to Libor plus 425 bps after 0.75x of total net leverage deleveraging and a 0% Libor floor. The debt was sold at an original issue discount of 99.5 and has 101 soft call protection for six months.

The second-lien term loan is priced at Libor plus 850 bps with a 0% Libor floor and was issued at a discount of 99. The loan has call protection of 102 in year one and 101 in year two.

On Wednesday, the first-lien term loan was upsized from $520 million, pricing finalized at the low end of the Libor plus 450 bps to 475 bps talk, the step-down was added and the discount was tightened from 99. Also, the second-lien term loan was downsized from $175 million.

The company’s $745 million of credit facilities include a $50 million revolver as well.

Credit Suisse Securities (USA) LLC, Ally Bank, Athyrium Capital and Northwestern Mutual are leading the deal that will be used to help fund the buyout of the company by funds managed by Revelstoke Capital Partners.

Upstream is a Birmingham, Ala.-based provider of outpatient rehabilitation services.

Ontic hits secondary

Ontic’s credit facilities freed to trade in the afternoon, with the strip of $480 million seven-year covenant-lite first-lien term loan B (B2/B-) and $75 million covenant-lite delayed-draw first-lien term loan B (B2/B-) debt quoted at 99½ bid, par ¼ offered, and the $175 million eight-year covenant-lite second-lien term loan (Caa2/CCC) quoted at 98½ bid, 99½ offered, a market source remarked.

Pricing on the first-lien term loan and delayed-draw term loan is Libor plus 475 bps with a 0% Libor floor and they were sold at an original issue discount of 99. The debt has 101 soft call protection for six months. Delayed-draw term loan availability is for 12 months post-closing subject to first-lien net leverage being no greater than the ratio at closing, and the delayed-draw ticking fee is half the spread for days 31 to 90 and the full spread onwards.

The second-lien term loan is priced at Libor plus 850 bps with a 0% Libor floor and it was sold at a discount of 98. This tranche has hard call protection of 102 in year one and 101 in year two.

During syndication, the first-lien term loan was upsized from $475 million, the spread on the second-lien term loan firmed at the high end of the Libor plus 825 bps to 850 bps talk, and changes were made to the definition of EBITDA, MFN, lender calls and asset sale step-downs.

Ontic lead banks

Nomura Securities, Barclays and Macquarie Capital (USA) Inc. are leading Ontic’s $815 million of credit facilities, which also include an $85 million five-year revolver (B2/B-).

Proceeds will be used to help fund the buyout of the company by CVC Fund VII from BBA Aviation plc for an enterprise value of $1.365 billion. The funds raised through the first-lien term loan upsizing will help cover the original issue discount.

Closing is expected on Oct. 31.

Ontic is a provider of high-quality, OEM-licensed parts and MRO services largely for legacy aerospace & defense platforms.

Garda tops OID

Garda World Security’s $1,438,000,000 seven-year term loan B emerged in the secondary market too, with levels seen at 98¼ bid, 98¾ offered, a market source said.

Pricing on the term loan is Libor plus 475 bps with a 0% Libor floor and it was sold at an original issue discount of 98. The debt has 101 soft call protection for one year.

During syndication, pricing on the term loan firmed at the low end of revised talk of Libor plus 475 bps to 500 bps but higher than initial talk of Libor plus 400 bps, the discount was changed from 99 and the call protection was extended from six months.

The company’s $1.773 billion of senior secured credit facilities (B1/B) also include a $335 million five-year revolver.

J.P. Morgan Securities LLC, BofA Securities, Inc., Barclays, TD Securities (USA) LLC, Jefferies LLC, RBC Capital Markets, Bank of Nova Scotia and UBS Investment Bank are leading the deal.

Garda funding buyout

Proceeds from Garda’s credit facilities and $779 million of senior notes will be used to help finance its acquisition by BC Partners from Rhone Capital and refinance existing loans and senior notes. The recapitalization is valued at C$5.2 billion.

Upon completion, BC Partners will have a 51% common equity interest in Garda, and Stephan Cretier, founder, chairman and chief executive officer, together with select members of management, will hold 49%.

Closing is expected late this year, subject to customary conditions.

Garda is a Montreal-based provider of cash logistics and security solutions.

Monotype tweaked

Switching to the primary market, Monotype Imaging adjusted the original issue discount on its $425 million seven-year covenant-lite first-lien term loan to 94 from most recent talk of 95, talk prior to that of 98 and initial talk of 99, according to a market source.

Also, the company eliminated the capital lease basket, removed asset sale step-downs, set an aggregate shared cap on non-loan parties of $30 million for all dollar or ratio investments, and set an aggregate shared cap on non-loan parties of $30 million for all dollar or ratio debt baskets, the source said.

The term loan is priced at Libor plus 550 bps with a 0% Libor floor, and has 101 soft call protection for one year.

Previously in syndication, the term loan was downsized from $440 million, the spread was lifted from revised talk of Libor plus 525 bps and original talk of Libor plus 500 bps, the call protection was extended from six months, and a number of modifications were made to documentation.

Monotype acquired

Proceeds from Monotype’s $495 million of credit facilities, which also include a $70 million revolver, are being used to support the recently completed acquisition of the company by HGGC for $19.85 per share in cash, representing an aggregate equity value of about $825 million.

Deutsche Bank Securities Inc., Antares Capital, Macquarie Capital and BNP Paribas Securities Corp. are leading the debt

Commitments are due at 2 p.m. ET on Friday, the source added.

Monotype is a Woburn, Mass.-based provider of type related software solutions and technologies.

Cole-Parmer accelerated

Cole-Parmer moved up the commitment deadline for its $770 million seven-year first-lien term loan (B2/B) to 5 p.m. ET on Friday from Tuesday, a market source remarked.

Talk on the first-lien term loan is Libor plus 400 bps to 425 bps with a 0% Libor floor, an original issue discount of 99 and 101 soft call protection for six months.

The company’s $1.09 billion equivalent of credit facilities also include a $75 million revolver (B2/B) and a $245 million equivalent eight-year second-lien term loan that has been privately placed.

Jefferies LLC is the left lead on the deal that will be used to help fund the acquisition of a majority stake in the Cole-Parmer by GTCR. Golden Gate Capital and management will retain a significant minority stake in the company.

Closing is expected in the fourth quarter.

Cole-Parmer is a Vernon Hills, Ill.-based provider of fluid handling, test & measurement, environmental and biosciences instrumentation and associated consumables.

Ellie Mae changes deadline

Ellie Mae accelerated the commitment deadline for its fungible $350 million incremental first-lien term loan due April 17, 2026 to 10 a.m. ET on Friday from 3 p.m. ET on Friday, according to a market source.

Pricing on the incremental term loan is Libor plus 400 bps with a 0% Libor floor and it is talked with an original issue discount of 99.

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

Jefferies LLC, Macquarie Capital (USA) Inc. and Nomura are leading the deal that will be used to fund an acquisition.

Ellie Mae is a Pleasanton, Calif.-based cloud-based platform provider for the mortgage finance industry.

GoodRx updates timing

GoodRx moved up the commitment deadline for its fungible $155 million incremental first-lien term loan (B2/B) due October 2025 to noon ET on Friday from noon ET on Wednesday, a market source said.

Pricing on the incremental term loan is Libor plus 300 bps with a step-down to Libor plus 275 bps at 4x net first-lien leverage and a 0% Libor floor, in line with existing term loan pricing, and the new debt is talked with an original issue discount in the range of 99 to 99.5.

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

Goldman Sachs Bank USA, Barclays, BofA Securities, Inc., Credit Suisse Securities (USA) LLC, KKR Capital Markets, Citizens Bank and SunTrust Robinson Humphrey Inc. are leading the debt that will be used with cash on hand to refinance an existing second-lien term loan.

GoodRx is a Santa Monica, Calif.-based operator of a prescription drug price comparison and coupon platform.

Genesee sets talk

Also in the primary market, Genesee & Wyoming held its bank meeting on Thursday and announced price talk on its $2.55 billion seven-year covenant-lite first-lien term loan at Libor plus 250 bps to 275 bps with a 0% Libor floor and an original issue discount of 99.5, a market source remarked.

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

The company’s $3.15 billion senior secured deal (Ba2/BB+) also includes a $600 million revolver.

Commitments are due at 5 p.m. ET on Nov. 6.

Credit Suisse Securities (USA) LLC, Wells Fargo Securities LLC, RBC Capital Markets, Citigroup Global Markets Inc., BMO Capital Markets, Bank of Nova Scotia, TD Securities (USA) LLC, Barclays and MUFG are leading the credit facilities, with Credit Suisse and Wells Fargo the joint left leads.

The new debt will be used with about $5.53 billion of equity to fund the buyout of the company by Brookfield Infrastructure and GIC for $112 per share in cash, or about $8.4 billion, including debt.

Closing is expected by year-end, subject to customary closing conditions, such as approval by Genesee & Wyoming stockholders, required regulatory approvals, and certain competition and antitrust approvals.

Genesee & Wyoming is a Darien, Conn.-based owner of short line railroads.

National Seating guidance

National Seating & Mobility released talk of Libor plus 500 bps to 525 bps with a 0% Libor floor and an original issue discount of 99 on its $420 million seven-year covenant-lite first-lien term loan (B2/B) that launched with a morning bank meeting, according to a market source.

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

Commitments are due at 5 p.m. ET on Nov. 7.

The company’s $532.5 million of credit facilities also include a $75 million revolver and a $37.5 million privately placed delayed-draw term loan.

Credit Suisse Securities (USA) LLC, Golub Capital, Antares Capital, Jefferies LLC and Credit Agricole are leading the deal that will be used to help fund the buyout of the company by Cinven.

National Seating is a Nashville-based provider of complex rehabilitation mobility and accessibility solutions.

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