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Published on 2/7/2020 in the Prospect News Bank Loan Daily.

Gardner Denver, Match Group, Hargray, StandardAero, Inovalon, Lonestar free to trade

By Sara Rosenberg

New York, Feb. 7 – Gardner Denver Inc. (Ingersoll-Rand Services Co.) finalized the original issue discount on its U.S. and euro term loans at the tight end of revised talk, and Match Group lowered pricing on its term loan B, and then these deals surfaced in the secondary market on Friday.

Also, Hargray Intermediate Holdings firmed the issue price on its incremental term loan at the tight end of talk before breaking for trading, and deals from StandardAero (Dynasty Acquisition Co. Inc.), Inovalon Holdings Inc. and Lonestar II Generation Holdings LLC freed up as well.

In more happenings, Cineworld Group plc finalized the spread on its incremental term loan at the high side of talk and widened the issue price, National Mentor revised the issue price on its incremental first-lien term loan B, and RBmedia reduced pricing on its add-on term loan B, added a step-down and revised the original issue discount, and is now looking to reprice its existing term loan B.

Additionally, Kymera International increased the size of its incremental first-lien term loan, lowered the spread, set the issue price at the tight side of guidance and shortened the call protection, Matador Bidco modified original issue discount talk on its incremental term loan B, and GVC Holdings finalized the issue price on its first-lien term loan at the tight end of talk.

Furthermore, Zotec Partners trimmed the spread on its term loan B and set the original issue discount at the narrow side of guidance, Fiserv Investment Solutions Inc. firmed pricing on its term loan B at the low end of revised talk, Clarivate Analytics plc disclosed price talk with launch, and Sabre Industries, Meredith Corp. and Wastequip LLC (Patriot Container Corp.) joined the near-term primary calendar.

Gardner sets OID

Gardner Denver firmed the original issue discount on its $3.485 billion equivalent of seven-year senior secured covenant-lite term loans (Ba2/BB+) at 99.875, the tight end of revised talk of 99.75 to 99.875 and tight of initial talk in the range of 99.5 to 99.75, according to a market source.

The debt consists of a $1.9 billion term loan B at SpinCo Borrower and a $928 million amended and extended term loan B at Gardner Denver Inc. priced at Libor plus 175 basis points with a 0% Libor floor, and a $657 million equivalent (€602 million) amended and extended term loan B at Gardner Denver Inc. priced at Euribor plus 200 bps with a 0% floor. All of the term loans have 101 soft call protection for six months.

Earlier in syndication, pricing on the U.S. term loans was flexed from Libor plus 200 bps and pricing on the euro term loan was reduced from Euribor plus 225 bps.

Citigroup Global Markets Inc., KKR Capital Markets, Goldman Sachs Bank USA, HSBC, Mizuho, PNC Capital Markets, BMO Capital Markets, Credit Agricole, MUFG and Standard Chartered are leading the deal.

Gardner starts trading

On Friday, Gardner Denver’s U.S. term loans freed up, with the SpinCo and amended and extended term loan B debt quoted at par ¼ bid, par 5/8 offered, another source added.

The euro term loan will allocate on Monday.

Ingersoll Rand announced in April it will separate its industrial segment through a spinoff to shareholders and then combine it with Gardner Denver. Ingersol Rand’s HVAC and transport refrigeration assets (Trane Technologies) will then become a pure play leader in climate control solutions for buildings, homes and transportation.

The SpinCo term loan will be used to fund the $1.9 billion of cash proceeds due to Trane Technologies upon completion of the transaction.

Closing is expected on Feb. 28.

Gardner Denver is a Milwaukee-based provider of mission-critical flow control and compression equipment and associated aftermarket parts, consumables and services.

Match flexes, frees up

Match Group cut pricing on its $425 million seven-year term loan B (Ba1/BBB-) to Libor plus 175 bps from talk in the range of Libor plus 200 bps to 225 bps, and left the 0% Libor floor and original issue discount of 99.75 unchanged, a market source said.

The term loan B broke for trading during the session, with levels quoted at par bid, par ½ offered, a trader added.

BofA Securities, Inc., Citigroup Global Markets Inc., Goldman Sachs Bank USA, Barclays, BMO Capital Markets, BNP Paribas Securities Corp., Capital One, Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., Fifth Third, J.P. Morgan Securities LLC, PNC Capital Markets and Societe Generale are leading the deal that will be used to extend an existing term loan from Nov. 16, 2022 and reprice the debt from Libor plus 250 bps.

The company is also seeking to increase its revolver to $750 million from $500 million and extend the maturity to five years.

Match is a Dallas-based provider of dating products.

Hargray firms, breaks

Hargray Intermediate Holdings finalized the issue price on its fungible $50 million incremental term loan at par, the tight end of the 99.75 to par talk, a market source said.

The incremental term loan is priced at Libor plus 300 bps with a step-down to Libor plus 275 bps when consolidated first-lien leverage is below 4.75x.

In the morning, the incremental term loan emerged in the secondary market and was quoted at par bid, par ½ offered, the source added.

The company is also increasing its revolver by $25 million.

Antares Capital and Barclays are leading the deal that will be used to fund acquisitions, to finance metro-fiber investments and for general corporate purposes. Credit Suisse is the administrative agent.

Currently, the company’s existing term loan is sized at around $547 million.

Hargray, owned by the Pritzker Organization, Redwood Capital and Stephens Capital Partners, is a Hilton Head, S.C.-based regional telecommunications provider.

StandardAero tops par

StandardAero’s fungible $200 million incremental covenant-lite first-lien term loan (B2/B) due April 2026 and repriced $2.14 billion covenant-lite first-lien term loan (B2/B) due April 2026 also broke for trading, with levels quoted at par 1/8 bid, par ½ offered, according to a market source.

Pricing on the term loan debt is Libor plus 350 bps with a 25 bps step-down at 4.25x first-lien leverage and a 0% Libor floor. The debt was issued at par and has 101 soft call protection for six months.

During syndication, the issue price on the incremental term loan was revised from talk in the range of 99.5 to 99.75.

Credit Suisse Securities (USA) LLC is the left lead on the deal.

The incremental term loan will be used to refinance an ABL draw, and the repricing will take the existing term loan down from Libor plus 400 bps.

StandardAero is a Scottsdale, Ariz.-based provider of aircraft engine maintenance, repair and overhaul services.

Inovalon frees up

Inovalon’s $915.3 million senior secured covenant-lite term loan B-1 (B2/B+) due April 2025 began trading, with levels quoted at par 1/8 bid, par 5/8 offered, a market source remarked.

Pricing on the term loan B-1 is Libor plus 300 bps with a 25 bps step-down at 3.45x senior secured net leverage and a 0% Libor floor. The debt was issued at par and has 101 soft call protection for six months.

Citigroup Global Markets Inc. is leading the deal that will be used to reprice an existing term loan down from Libor plus 350 bps. Morgan Stanley Senior Funding Inc. is the administrative agent.

Closing is expected on Tuesday.

Inovalon is a Bowie, Md.-based provider of cloud-based platforms empowering data-driven health care.

Lonestar hits secondary

Lonestar II Generation Holdings’ $60 million incremental covenant-lite term loan B due April 18, 2026 and $7.2 million incremental covenant-lite term loan C due April 18, 2026 freed up as well, with the strip of term loan B and C debt quoted at par ½ bid, 101 offered, a trader said.

Pricing on the incremental senior secured term loans is Libor plus 500 bps with a 0% Libor floor and the debt was sold at an original issue discount of 99.75. The loans have 101 soft call protection for six months.

During syndication, the incremental term loan B was upsized from $50 million, the incremental term loan C was upsized from $6 million and the discount on both tranches was tightened from talk in the range of 99 to 99.5.

Morgan Stanley Senior Funding Inc. is leading the deal that will be used to fund a cash collateralized letter of credit account, fund a distribution to the Lonestar Generation LLC balance sheet, and pay transaction fees and expenses.

Consenting lenders are being paid a 25 bps fee.

Closing is expected on Tuesday.

Lonestar II Generation is the owner of a roughly 1.1 GW portfolio of three thermal power generation assets located in Texas and serving the ERCOT market.

Cineworld tweaked

Back in the primary market, Cineworld set pricing on its $1.932 billion senior secured incremental term loan (B1/B+/BB-) at Libor plus 300 bps, the high end of the Libor plus 275 bps to 300 bps talk, and moved the original issue discount to 99 from 99.5, according to a market source.

The term loan has 101 soft call protection for six months and 50 bps MFN for life.

BofA Securities, Inc., HSBC Securities (USA) Inc. and Goldman Sachs Bank USA are leading the deal that will be used to help fund the acquisition of Cineplex Inc. for C$34 in cash per common share, valuing the fully diluted equity of Cineplex at C$2.18 billion. The acquisition price implies an enterprise value of C$2.8 billion.

Closing is expected by the end of the first half of 2020, subject to Cineworld and Cineplex shareholder approvals and various regulatory approvals.

Cineworld is a London-based cinema operator. Cineplex is a Toronto-based motion picture exhibitor.

National Mentor updated

National Mentor adjusted the issue price on its fungible $205 million incremental first-lien term loan B (B2/B) due March 2026 to par from talk in the range of 99.5 to 99.75, a market source remarked.

Like the existing term loan B, pricing on the incremental term loan is Libor plus 425 bps with a 25 bps step-down at 4x net first-lien leverage and a 0% Libor floor.

Recommitments were due at noon ET on Friday, the source added.

Goldman Sachs Bank USA, UBS Investment Bank and Barclays are leading the deal that will be used to refinance an existing second-lien term loan.

National Mentor, formerly known as Civitas Solutions Inc., is a Boston-based provider of home- and community-based health and human services for individuals with intellectual, developmental, physical or behavioral disabilities and other special needs.

RBmedia reworked

RBmedia cut pricing on its fungible $350 million add-on first-lien term loan B (B3/B-) due Aug. 31, 2025 to Libor plus 425 bps from Libor plus 450 bps, added a 25 bps step-down at 0.5x turn inside closing date first-lien net leverage and changed the original issue discount to 99.75 from 99.5, according to a market source.

Also, the company is now seeking a repricing of its existing $331 million first-lien term loan B due Aug. 31, 2025 to Libor plus 425 bps with a 25 bps step-down at 0.5x turn inside closing date first-lien net leverage, from the current rate of Libor plus 450 bps, the source said. The repricing is offered at par for existing lenders and at 99.75 for new money.

All of the term loan B debt has a 0% Libor floor and 101 soft call protection for six months.

Recommitments for the add-on term loan were due at the close of business on Friday and repricing signature pages are due at noon ET on Monday, the source added.

Goldman Sachs Bank USA, KKR Capital Markets, Morgan Stanley Senior Funding Inc., ING Capital Markets and SunTrust Robinson Humphrey Inc. are leading the deal.

The add-on term loan will be used by the Landover, Md.-based digital audiobook and related spoken-word content producer to fund the acquisition of OverDrive Inc., a digital reading platform, by KKR from Rakuten USA.

Kymera changes emerge

Kymera International raised its fungible incremental first-lien term loan (B2/B) due October 2025 to $185 million from $165 million, trimmed pricing to Libor plus 550 bps from Libor plus 600 bps, firmed the original issue discount at 99, the tight end of the 98 to 99 talk, and shortened the 101 soft call protection to six months from one year, a market source said.

The incremental term loan still has a 0% Libor floor.

Commitments are due at noon ET on Monday, moved up from 5 p.m. ET on Wednesday, the source added.

Goldman Sachs Bank USA, HSBC Securities (USA) Inc., KeyBanc Capital Markets and M&T Bank are leading the deal that will be used to finance the acquisition of Reading Alloys, and the extra funds raised will be used to add cash to the balance sheet for permitted acquisitions and investments and are prohibited from being used in any restricted payments.

As a result of the pricing flex, pricing on the company’s existing first-lien term loan will no longer be lifted from Libor plus 550 bps to match the incremental loan pricing.

Kymera is a Research Triangle Park, N.C.-based specialty materials company focused on the copper and aluminum metal powder industry.

Matador revised

Matador Bidco tightened original issue discount talk on its fungible $200 million incremental term loan B (BB-/BB) due October 2026 to a range of 99.75 to par from 99.5, according to a market source.

Pricing on the incremental term loan is Libor plus 475 bps with a 0% Libor floor, in line with existing term loan B pricing, and the debt has a ticking fee of half the spread from days 45 to 90 and the full spread thereafter. Funding is expected in mid-May.

Commitments are due at 5 p.m. ET on Monday, accelerated from 5 p.m. ET on Tuesday, the source said.

HSBC Securities (USA) Inc. is the physical bookrunner. TCG, BNP Paribas Securities Corp., Citigroup Global Markets Inc., Deutsche Bank Securities Inc., RBC Capital Markets, Santander and Intesa are bookrunners.

Proceeds will be used to fund a portion of a pre-agreed deferred purchase price to Mubadala.

The company is also seeking an amendment to its credit agreement to revise the debt incurrence and restricted payment provisions to facilitate the proposed transaction, and lenders are offered a 5 bps amendment fee.

Including the incremental loan, the term loan B will total $825 million.

Matador Bidco, a Carlyle portfolio company, is a holding company that is a 38.5% shareholder in Cepsa, a privately held integrated energy company in Europe.

GVC sets terms

GVC Holdings firmed the issue price on its $786 million covenant-lite first-lien term loan (Ba2/BB/BB+) due March 2024 at par, the tight end of the 99.75 to par talk, a market source remarked.

As before, the term loan is priced at Libor plus 225 bps with a 1% Libor floor and has 101 soft call protection for six months.

Commitments remained due at 5 p.m. ET on Friday, the source added.

Credit Suisse Securities (USA) LLC is the left lead on the deal that will be used to reprice an existing term loan down from Libor plus 250 bps.

GVC is an Isle of Man-based sports betting and gaming group.

Zotec trims pricing

Zotec Partners cut pricing on its $315 million first-lien term loan B (B2/B-) due February 2024 to Libor plus 375 bps from Libor plus 400 bps and firmed the original issue discount at 99.75, the tight end of the 99.5 to 99.75 talk, according to a market source.

As before, the term loan has a 1% Libor floor and 101 soft call protection for six months.

Previously in syndication, the term loan was upsized from $292 million.

Recommitments are due at 10 a.m. ET on Monday, the source added.

Goldman Sachs Bank USA is leading the deal that will be used to refinance an existing term loan B, and the funds from the recent upsizing will be used to partially pre-fund capital expenditures related to the construction of a new headquarters, add cash to the balance sheet to improve liquidity and for general corporate purposes.

In connection with this transaction, the company is seeking an amendment to some covenants relative to the existing credit agreement.

Zotec Partners is a Carmel, Ind.-based provider of comprehensive revenue cycle management solutions for hospitals and office-based physician practices.

Fiserv firms spread

Fiserv Investment Solutions set pricing on its $315 million seven-year senior secured covenant-lite first-lien term loan B (B2/B) at Libor plus 475 bps, the low end of revised talk of Libor plus 475 bps to 500 bps and down from initial talk in the range of Libor plus 525 bps to 550 bps, a market source remarked.

Also, the MFN was changed to remove the sunset, remove the carveout set at greater of $34 million and 50% consolidated EBITDA, remove the carveout for incremental debt incurred in connection with permitted acquisition or investment, remove the carveout for non “broadly syndicated” loans and remove the carveout for pari-passu debt not incurred under ratio prong, the source said.

Furthermore, the asset sale sweep was revised to remove the leveraged-based asset sale sweep step-downs and reduce the reinvestment period to 12 months, the incremental was modified to remove the inside maturity basket and the carveout for incremental loans secured by non-collateral, and a requirement was added for quarterly lender calls.

As before, the term loan has a 0% Libor floor, an original issue discount of 99.5 and 101 soft call protection for six months.

Earlier in syndication, the term loan was upsized from $305 million and the discount was changed from 99.

Fiserv lead banks

Citigroup Global Markets Inc. and Deutsche Bank Securities Inc. are leading Fiserv Investment’s term loan, for which recommitments are due at noon ET on Monday.

Allocations are targeted for Monday afternoon, the source added.

The new debt will be used to help fund the acquisition of up to 60% of Fiserv Inc.’s Investment Services business by Motive Partners. Retaining a 40% equity interest in the business, Fiserv will receive about $510 million in net after-tax proceeds.

The extra term loan proceeds being raised through the recent upsizing will reduce the equity commitment from Motive and Fiserv on a pro-rata basis.

Closing is expected during the week of Feb. 10.

Fiserv Investment is a technology provider for segments of the wealth and asset management industry.

Clarivate details surface

Clarivate Analytics held its lender call on Friday and launched a $360 million incremental senior secured covenant-lite term loan B (B2/B) due Oct. 31, 2026 with original issue discount talk of 99.75 to par, according to a market source.

Like the company’s existing term loan, the incremental term loan is priced at Libor plus 325 bps with a 0% Libor floor and has 101 soft call protection until April 30.

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

Citigroup Global Markets Inc., Goldman Sachs Bank USA, RBC Capital Markets, BofA Securities, Inc. and Barclays are leading the deal that will be used to help fund the acquisition of Decision Resources Group, a provider of high-value data, analytics and insights products and services to the healthcare industry, from Piramal Enterprises Ltd. for $900 million in cash and about $50 million in Clarivate ordinary shares to be issued following the one-year anniversary of closing.

Closing is expected in late February.

Clarivate is a Philadelphia-based provider of comprehensive intellectual property and scientific information, decision support tools and services.

Sabre joins calendar

Sabre Industries emerged with plans to hold a lender call at 2 p.m. ET on Tuesday to launch a $442 million term loan B, a market source remarked.

Goldman Sachs Bank USA is the left lead on the deal that will be used to reprice an existing term loan B.

Sabre is an Alvarado, Tex.-based provider of highly engineered infrastructure products and services to the utility and telecom markets.

Meredith on deck

Meredith set a lender call for 3 p.m. ET on Monday regarding its existing term loan due January 2025, according to a market source.

RBC Capital Markets is leading the deal.

Meredith is a Des Moines, Iowa-based media and marketing company.

Wastequip readies loan

Wastequip scheduled a lender call for Monday to launch a fungible $145 million incremental term loan B due March 20, 2025, a market source said.

Barclays is leading the deal that will be used to fund a tuck-in acquisition, fund a distribution to existing shareholders, repay revolver drawings, and pay fees, expenses, and accrued interest related to the transaction.

Commitments are due at noon ET on Feb. 14, the source said.

H.I.G. Capital is the sponsor.

Wastequip is a Charlotte, N.C.-based manufacturer of waste and recycling equipment.

United Planet breaks

In other news, United Planet Fitness (United PF Holdings LLC) allocated on Friday its $746 million of credit facilities, according to a market source.

The facilities consist of a $40 million five-year revolver (B1/B), a $525 million seven-year first-lien term loan (B1/B), a $65 million delayed-draw for 24 months first-lien term loan (B1/B) and a $116 million eight-year privately placed second-lien term loan (Caa1/CCC+).

Pricing on the first-lien term loan debt is Libor plus 400 bps with a 0% Libor floor and it was sold at an original issue discount of 99.5. The debt has 101 soft call protection for one year, and the delayed-draw term loan has a ticking fee of half the spread from days 46 to 90 and the full spread onwards.

During syndication, pricing on the first-lien term loan debt firmed at the low end of the Libor plus 400 bps to 425 bps talk and the discount was changed from 99.

Jefferies LLC, Antares Capital and Fifth Third are leading the deal that will be used to help fund the buyout of the company by American Securities.

United Planet Fitness is an Austin, Tex.-based operator of Planet Fitness Clubs.


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