HelpSystems, Outfront Media break; Allsup’s, Restaurant Brands, Univar, ASGN tweaked

By Sara Rosenberg

New York, Nov. 14 – HelpSystems raised the spread on its first-lien term loan, made some changes to documentation and terminated plans for a delayed-draw first-lien term loan, and Outfront Media Inc. set the spread on its term loan B at the low side of talk, and then both of these deals freed to trade on Thursday.

In more happenings, Allsup’s lifted pricing on its first-lien term loan B, widened original issue discount talk, sweetened the call protection, shortened the maturity and modified documentation, and Restaurant Brands International Inc. upsized its term loan B and set the original issue discount at the tight end of guidance.

Also, Univar Inc. lowered the spread on its term loan B-5 and revised the issue price, ASGN Inc. reduced the size of its term loan B as a result of an upsizing to its bond offering, and Cambium Learning Group Inc. moved up the commitment deadline for its add-on first-lien term loan.

HelpSystems reworked

HelpSystems lifted pricing on its $725 million seven-year first-lien term loan to Libor plus 475 basis points from talk in the range of Libor plus 425 bps to 450 bps, set the MFN at 50 bps for life while removing carve-outs and outlining that it is applicable to all pari passu U.S. dollar-denominated term loans, and revised some other documentation items, according to a market source.

Additionally, the company cancelled plans for a $50 million seven-year delayed-draw first-lien term loan that was talked with a ticking fee of half the spread from days 61 to 90 and the full spread thereafter.

As before, the first-lien term loan has a 1% Libor floor, an original issue discount of 99 and 101 soft call protection for six months.

The company’s now $1.015 billion of credit facilities, down from $1.065 billion, also include a $60 million five-year revolver and a $230 million privately placed eight-year second-lien term loan.

HelpSystems frees up

Recommitments for HelpSystems’ first-lien term loan were due at noon ET on Thursday and the debt began trading in the afternoon, with levels quoted at 99¼ bid, 99¾ offered, another source added.

Jefferies LLC, Golub Capital and Ares are leading the deal that will be used to help fund a majority investment in the company by TA Associates and Charlesbank Capital Partners, and to pay related fees and expenses. HGGC, management and employees will remain investors in HelpSystems.

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

HelpSystems is an Eden Prairie, Minn.-based provider of IT operations management and monitoring, cybersecurity, and business intelligence software.

Outfront updated, trades

Outfront Media finalized pricing on its $600 million seven-year senior secured covenant-lite term loan B (Ba1/BB+) at Libor plus 175 bps, the low end of the Libor plus 175 bps to 200 bps talk, and left the 0% Libor floor, original issue discount of 99.75 and 101 soft call protection for six months unchanged, a market source said.

The term loan B broke for trading in the afternoon, with levels seen at par bid, par ½ offered, a trader added.

Morgan Stanley Senior Funding Inc., Deutsche Bank Securities Inc., J.P. Morgan Securities LLC, Wells Fargo Securities LLC, Goldman Sachs Bank USA, BofA Securities, Inc., Credit Suisse Securities (USA) LLC, MUFG, SMBC, Mizuho and BNP Paribas Securities Corp. are leading the deal that will be used to help refinance/amend and extend an existing $620 million term loan B and pay related fees and expenses.

The company is also amending and extending its existing revolver.

Closing is expected during the week of Nov. 18, the source added.

Outfront Media is a New York-based outdoor media company.

Allsup’s changes emerge

Allsup’s increased pricing on its $525 million first-lien term loan B (B2/B) to Libor plus 625 bps from talk in the range of Libor plus 550 bps to 575 bps, revised original issue discount talk to a range of 96 to 97 from 98, changed the call protection to a hard call of 102 in year one and 101 in year two from a 101 soft call for one year, and shortened the maturity to five years from seven years, a market source remarked.

Furthermore, amortization was raised to 5% per annum from 1%, the total net leverage ratio covenant was changed to 6x with step-downs to 5.75x in year two and 5.5x in year three from 6.25x, the excess cash flow sweep was revised to 75% with step-downs from 50%, and the incremental freebie was reduced to $30 million and 25% of EBITDA from $60 million and 50% of EBITDA.

Also, the first-lien ratio basket was changed to 3.5x from 4.5x, the unlimited restricted payments basket was removed, the general restricted payments basket was modified to $10 million and 8% of EBITDA from $15 million and 12.5% of EBITDA, and the EBITDA definition was revised to include a 15% cap and a 12 month look-forward from a 25% cap and an 18 month look-forward, the source continued.

The term loan still has a 1% Libor floor.

Allsup’s being acquired

Allsup’s new term loan B will be used to help fund its acquisition by Yesway, a portfolio company of Brookwood.

Recommitments were due at 5 p.m. ET on Thursday, the source added.

Goldman Sachs Bank USA and RBC Capital Markets are leading the deal.

Allsup’s is a Clovis, N.M.-based operator of 305 gas stations and convenience stores throughout New Mexico, Texas and Oklahoma. Yesway is a Des Moines, Iowa-based convenience store chain.

Restaurant Brands tweaked

Restaurant Brands raised its seven-year term loan B to $5.32 billion from $4.57 billion and firmed the original issue discount at 99.75, the tight end of the 99.5 to 99.75 talk, a market source said.

The term loan is still priced at Libor plus 175 bps with a 0% Libor floor, and has 101 soft call protection for six months.

In connection with the term loan upsizing, the company scaled back its second-lien senior secured notes offering to $750 million from $1 billion and cancelled plans for a $500 million revolver draw.

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

J.P. Morgan Securities LLC is the left lead on the deal that will be used with the notes to refinance an existing term loan B due 2024 priced at Libor plus 225 bps with a 1% Libor floor.

Restaurant Brands is an Oakville, Ont.-based quick service restaurant company.

Univar tightens pricing

Univar cut pricing on its $400 million seven-year first-lien term loan B-5 (Ba3//BB+) to Libor plus 200 bps from talk in the range of Libor plus 225 bps to 250 bps and changed the original issue discount to 99.75 from 99.5, according to a market source.

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

Recommitments are due at 11 a.m. ET on Friday, with allocations expected onwards, the source said.

Goldman Sachs Bank USA, BofA Securities, Inc., Deutsche Bank Securities Inc., Wells Fargo Securities LLC, J.P. Morgan Securities LLC, Morgan Stanley Senior Funding Inc., Citigroup Global Markets Inc., US Bank, HSBC Securities (USA) Inc. and BMO Capital Markets are leading the deal that will be used to refinance an existing euro term loan due 2024.

Univar is a Downers Grove, Ill.-based chemical and ingredients distributor and provider of value-added services including specialty product blending, automated tank monitoring and refill, chemical waste management and digitally enabled marketing and sales.

ASGN downsized

ASGN trimmed its covenant-lite term loan B due April 2, 2025 to $490.3 million from $540.3 million and lifted its senior notes offering to $550 million from $500 million, according to a market source.

As before, the term loan is talked at Libor plus 175 bps with a 0% Libor floor, a par issue price and 101 soft call protection for six months.

Wells Fargo Securities LLC is the left lead on the deal that will be used to reprice an existing term loan B down from Libor plus 200 bps. The existing loan is being paid down from about $787 million with a portion of the proceeds from the notes offering.

Notes proceeds will be used to repay all revolver borrowings, to repay a term loan due 2022 and to pay fees and expenses.

ASGN is a Calabasas, Calif.-based provider of information technology and professional staffing services in the technology, digital, creative, engineering and life sciences fields across commercial and government sectors.

Cambium accelerated

Cambium Learning moved up the commitment deadline for its fungible $295 million add-on first-lien term loan to noon ET on Monday from noon ET on Wednesday, a market source said.

The add-on first-lien term loan is priced at Libor plus 450 bps with a 0% Libor floor, and is talked with an original issue discount of 96 and 101 soft call protection for six months.

The company is also getting a fungible $93 million add-on second-lien term loan that is already fully subscribed and is priced at Libor plus 850 bps with a 0% Libor floor.

RBC Capital Markets, Barclays and BMO Capital Markets are leading the deal, which will be used to fund the acquisition of AIR Assessment, the student assessment division of the American Institutes for Research.

Closing is subject to regulatory review and other customary conditions.

Cambium, a Veritas Capital portfolio company, is a Dallas-based provider of digital instructional materials to preK-12 districts, schools, teachers and parents.

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