Virgin Media/O2, Waystar, LegalShield, RCN Grande disclose price talk with launch

By Sara Rosenberg

New York, Sept. 8 – In the primary market on Tuesday, Virgin Media/O2, Waystar (Navicure), LegalShield and RCN Grande (Radiate Holdco LLC) released price talk on its their loan transactions in connection with their lender calls.

Additionally, EFS Cogen Holdings I LLC (Linden), ECi Software Solutions and Shearer’s Foods LLC surfaced with new deal plans.

Virgin/O2 guidance

Virgin Media/O2 held a lender call at 11 a.m. ET on Tuesday to launch new term loans (Ba3/BB-/BB+), split between a pound sterling-denominated term loan A, a euro-denominated covenant-lite term loan B due January 2029 and a U.S. dollar denominated covenant-lite term loan B due January 2029, market sources said.

Talk on the U.S. and euro term loan B debt is Libor/Euribor plus 325 basis points with a 0% floor, an original issue discount of 98.5 to 99, 101 soft call protection for six months, and a ticking fee of half the spread for days 46 to 90 and the full spread thereafter, sources continued.

The company said it is getting £5.7 billion equivalent total facilities including term loan A, term loan B and other secured debt. A £2.45 billion equivalent senior secured notes offering was announced in the morning.

Commitments for the U.S. term loan B are due at 5 p.m. ET on Thursday and commitments for the euro term loan B are due at noon ET on Thursday, sources added.

Virgin/O2 leads

Lead bookrunning mandated lead arrangers for the Virgin Media/O2 term loans are J.P. Morgan Securities LLC, Deutsche Bank Securities Inc. and BNP Paribas Securities Corp., with JPMorgan the left lead on the U.S. term loan B. Joint bookrunning mandated lead arrangers are BofA Securities, Inc., Citigroup Global Markets Inc., Credit Suisse, Goldman Sachs, HSBC Securities, Mediobanca, Mizuho, Morgan Stanley Senior Funding Inc., MUFG, Natixis and the Bank of Nova Scotia. Co-managers are Banco Sabadell, ING and SMBC. Scotia is the administrative agent.

The new debt will be used for general corporate purposes, including payment of any distributions at closing of the joint venture. Liberty Global plc, the current owner of Virgin Media, and Telefonica SA, the current owner of O2, are merging these operating businesses in the U.K. to form a 50:50 joint venture. The combination of Virgin Media and O2 will create an integrated communications provider with £11 billion of revenue.

Closing is expected around the middle of 2021, subject to regulatory approvals and other customary conditions.

Virgin Media is an England-based broadband provider. O2 is a Slough, England-based mobile platform.

Waystar holds call

Waystar hosted a lender call at 2 p.m. ET to launch a non-fungible $620 million incremental first-lien term loan B due October 2026 talked at Libor plus 425 bps with a 0.75% Libor floor, an original issue discount of 98.5 and 101 soft call protection for six months, according to a market source.

Commitments are due at 5 p.m. ET on Sept. 16, the source said.

J.P. Morgan Securities LLC is leading the deal that will be used to fund the acquisition of eSolutions, a revenue cycle technology company, from Francisco Partners.

Closing is expected this year, subject to customary conditions and approvals.

Waystar is a provider of healthcare payments software. The company is backed by EQT, Canada Pension Plan Investment Board and Bain Capital.

LegalShield sets talk

LegalShield held its lender call in the afternoon and announced talk on its non-fungible $135 million incremental first-lien term loan (B2) due May 2025 at Libor plus 400 bps with a 1% Libor floor, an original issue discount of 98 and 101 soft call protection for six months, a market source remarked.

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

RBC Capital Markets and Stone Point Capital Markets are leading the deal that will be used with cash on hand to refinance an existing $180 million second-lien term loan due May 2026.

LegalShield is an Ada, Okla.-based provider of subscription-based legal and identity theft protection plans to businesses and individuals. The company is owned by Stone Point Capital, Further Global Capital Management, MidOcean Partners and management.

RCN Grande launches

RCN Grande held a lender call during the session to launch a $1.19 billion term loan B due September 2026 talked at Libor plus 400 bps with a 0.75% Libor floor and an original issue discount of 98.5 to 99, a market source said.

J.P. Morgan Securities LLC is the left lead on the deal that will be used with $3.25 billion of bonds to repay existing debt and fund a dividend.

RCN Grande is a broadband services provider.

EFS Cogen on deck

EFS Cogen set a bank meeting for 11 a.m. ET on Thursday to launch $1.05 billion of senior secured credit facilities, according to a market source.

The facilities consist of a $100 million five-year first-out revolver (Ba2), and a $950 million seven-year term loan B (Ba3) talked with 101 soft call protection for six months, the source said.

Jefferies LLC, Barclays, Citigroup Global Markets Inc., MUFG, BMO Capital Markets and Investec are leading the deal that will be used to refinance existing debt and fund a small distribution to the parent.

EFS Cogen is the owner of a 974 MW natural gas-fired combined cycle cogeneration plant located in Linden, N.J.

ECi joins calendar

ECi Software Solutions scheduled a lender call for Wednesday to launch a $710 million first-lien term loan, a market source remarked.

The company is also getting a $280 million privately placed second-lien term loan.

BofA Securities Inc. is the left lead on the deal that will be used to refinance existing term loans, fund an acquisition and finance a dividend payment.

ECi is a Fort Worth-based provider of cloud-based business management software for multiple industries.

Shearer’s readies deal

Shearer’s Foods will hold a lender call at 10:30 a.m. ET on Wednesday to launch a $985 million seven-year covenant-lite first-lien term loan that is talked at Libor plus 425 bps with a 1% Libor floor, an original issue discount of 98.5 and 101 soft call protection for six months, a market source said.

Commitments are due at noon ET on Sept. 16, the source added.

The company is also getting a $340 million privately placed second-lien term loan.

Credit Suisse Securities (USA) LLC, Antares Capital, BMO Capital Markets and Golub are leading the deal that will be used to refinance existing debt and fund a dividend.

Shearer’s Foods is a Massillon, Ohio-based contract manufacturer of snack foods.

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