Virtusa, Pregis, US LBM, Zaxby’s break; ExGen Renewables, Lakeview Loan changes emerge

By Sara Rosenberg

New York, Dec. 9 – Virtusa Corp. trimmed pricing on its term loan B, finalized the Libor floor at the low end of talk and modified the original issue discount, and then the debt made its way into the secondary market on Wednesday.

Also, Pregis (Pregis Topco LLC) lowered the spread on its incremental first-lien term loan, added a step-down and tightened the original issue discount before freeing it up for trading, and deals from US LBM (LBM Acquisition LLC) and Zaxby’s Operating Co. LP broke as well.

In other news, ExGen Renewables IV LLC reduced pricing on its term loan B and adjusted original issue discount guidance, and Lakeview Loan Servicing LLC removed the pricing grid from its term loan B and shortened the maturity.

Furthermore, Wellness Pet Food Holdings Co. Inc. (Woof Intermediate Inc.), Sabre GLBL Inc., Planview, Therma Holdings LLC (Refficiency Holdings LLC) and Datasite moved up the commitment deadlines for their loan transactions.

Additionally, E.W. Scripps Co. and Zywave Inc. released price talk with launch, and Cloudera Inc. and Asurion LLC joined this week’s primary calendar.

Virtusa flexes

Virtusa cut pricing on its $600 million seven-year senior secured term loan B to Libor plus 425 basis points from Libor plus 450 bps, set the Libor floor at 0.75%, the low end of the 0.75% to 1% Libor floor talk, and adjusted the original issue discount to 98.5 from 98, a market source remarked.

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

The company’s $725 million of senior secured credit facilities (B2/B+) also include a $125 million senior secured revolver.

BofA Securities Inc., Barclays, Goldman Sachs Bank USA, Deutsche Bank Securities Inc., HSBC Securities (USA) Inc. and Nomura Securities International Inc. are leading the deal.

Virtusa frees up

On Wednesday, Virtusa’s term loan B broke for trading, with levels quoted at 99 bid, 99˝ offered, another source added.

The term loan will be used with $300 million of senior notes and about $1.39 billion of equity to fund the buyout of the company by Baring Private Equity Asia for $51.35 per share in an all-cash transaction valued at about $2 billion.

Closing is expected in the first half of 2021, subject to the approval of Virtusa’s shareholders, regulatory requirements and other customary conditions. The transaction is not subject to a financing condition.

Virtusa is a Southborough, Mass.-based provider of digital strategy, digital engineering, and IT services and solutions that help clients change and disrupt markets through innovation engineering.

Pregis tweaked, trades

Pregis trimmed pricing on its non-fungible $232.5 million incremental covenant-lite first-lien term loan (B2/B-) due Aug. 1, 2026 to Libor plus 425 bps from Libor plus 450 bps, added a 25 bps step-down at 4.35x first-lien net leverage and modified the original issue discount to 99.5 from talk in the range of 98.5 to 99, according to a market source.

As before, the incremental term loan has a 0.75% Libor floor and 101 soft call protection for six months.

Recommitments were due at noon ET on Wednesday and the incremental term loan freed to trade in the afternoon, with levels quoted at 99ľ bid, par offered, another source added.

Credit Suisse Securities (USA) LLC, Barclays, Deutsche Bank Securities Inc., Morgan Stanley Senior Funding Inc., UBS Investment Bank and Wells Fargo Securities LLC are leading the deal that will be used to repay revolver borrowings and to fund a dividend.

Pregis is a Deerfield, Ill.-based supplier of packaging systems, consumables and surface protection films.

US LBM breaks

US LBM’s strip of $1.35 billion seven-year senior secured term loan B and $300 million delayed-draw term loan debt broke as well, with levels quoted at 99˝ bid, par ˝ offered, a market source said.

Pricing on the term loan debt is Libor plus 375 bps with a 0.75% Libor floor and it was sold at an original issue discount of 99. The debt has 101 soft call protection for six months, and the delayed-draw term loan, which is available for 24 months, subject to certain conditions, has a ticking fee of half the margin from days 46 to 90 and the full margin thereafter.

During syndication, the funded term loan was upsized from $1.2 billion, pricing was trimmed from Libor plus 450 bps, the discount firmed at the tight end of the 98.5 to 99 talk, the delayed-draw ticking fee was changed from half the margin from days 61 to 120 and Libor plus the full margin thereafter, the MFN was revised to 75 bps for six months from 100 bps for six months, and the company added “Chewy” protection language for the release of guarantees subject to bona fide business purpose restriction.

US LBM lead banks

Barclays, BofA Securities Inc., Credit Suisse Securities (USA) LLC, RBC Capital Markets, Truist, Deutsche Bank Securities Inc. and U.S. Bank are leading US LBM’s $1.65 billion of term loans (B2/B/B+).

Proceeds will be used with $550 million of unsecured notes, recently upsized from $390 million, to help fund the buyout of the company by Bain Capital Private Equity.

Closing is expected in December, subject to customary conditions, including regulatory approvals.

Due to the recent funded term loan and bond upsizings, $169 million of the originally planned closing date ABL draw will not be needed, leaving $6 million drawn on the ABL at closing, and $141 million of the additional proceeds raised will be used to fund two additional acquisitions under letters of intent that are expected to contribute a total of about $26 million of EBITDA (including synergies) and close by year-end.

US LBM is a Buffalo Grove, Ill.-based distributor of specialty building materials.

Zaxby’s hits secondary

Zaxby’s credit facilities began trading too, with the $650 million seven-year covenant-lite first-lien term loan B quoted at 99ľ bid, par offered and the $225 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 375 bps with a 25 bps step-down upon consummation of an initial public offering and a 0.75% 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 650 bps with a 0.75% Libor floor and was issued at a discount of 99.5. This tranche has hard call protection of 102 in year one and 101 in year two, or 101 in year one and par thereafter for any prepayment or refinancing in connection with a whole-business securitization.

During syndication, the first-lien term loan was upsized from $625 million, pricing was lowered from talk in the range of Libor plus 400 bps to 425 bps and the discount was tightened from 99. Also, the second-lien term loan was downsized from $250 million, the spread was cut from Libor plus 750 bps and the discount was revised from 98.5.

Zaxby’s revolver

Along with the term loans, Zaxby’s $975 million of senior secured credit facilities include a $100 million five-year revolver.

Morgan Stanley Senior Funding Inc., Goldman Sachs Bank USA, Credit Suisse Securities (USA) LLC, KeyBanc Capital Markets and Fifth Third are leading the deal that will be used to help fund Goldman Sachs Merchant Banking Division’s acquisition of a significant stake in the company.

Closing is expected during the week of Dec. 28.

Zaxby’s is an Athens, Ga.-based casual restaurant chain.

ExGen updated

Back in the primary market, ExGen Renewables cut the spread on its $750 million seven-year senior secured term loan B (Ba3/BB-) to Libor plus 275 bps from Libor plus 300 bps and revised the original issue discount talk to a range of 99 to 99.5 from just 99, a market source remarked.

The term loan still has a 1% Libor floor and 101 soft call protection for six months.

Commitments are due at 5 p.m. ET on Thursday, moved up from 3 p.m. ET on Monday, the source added.

Jefferies LLC is leading the green loan that will be used to refinance existing debt, fund various reserves and distribute any remaining proceeds to Exelon Corp. to be used for general corporate purposes.

ExGen Renewables is an owner of renewable generation projects in the United States and is indirectly owned by Exelon.

Lakeview modified

Lakeview Loan Servicing removed the three-tier pricing grid from its $294.8 million term loan B and trimmed the maturity to 5.5 years from seven-years, according to a market source.

The term loan B is still talked at Libor plus 375 bps with a 0.5% Libor floor and an original issue discount of 99.5.

The company is also getting a fungible $100 million incremental delayed-draw term loan A and a $780 million five-year term loan A talked at Libor plus 300 bps with a 0.5% Libor floor and a 25 bps fee.

Commitments are due at the close of business on Friday, the source added.

M&T Bank is the left lead on the deal that will be used to extend an existing term loan B from October 2022 that is currently priced at Libor plus 325 bps with a 0.5% Libor floor, extend an existing term loan A from April 2022 that is currently priced at Libor plus 300 bps with a 0.5% Libor floor, and the delayed-draw term loan will be used for the acquisition of mortgage servicing rights.

Lakeview Loan is a Coral Gables, Fla.-based mortgage finance company.

Wellness Pet accelerated

Wellness Pet Food moved up the commitment deadline for its $720 million seven-year first-lien term loan (B2/B-) and $265 million eight-year second-lien term loan (Caa2/CCC) to noon ET on Thursday from 5 p.m. ET on Dec. 16, a market source said.

The first-lien term loan is talked at Libor plus 425 bps with a 0.75% Libor floor, an original issue discount of 98.5 to 99 and 101 soft call protection for six months, and the second-lien term loan is talked at Libor plus 800 bps with a 0.75% Libor floor, a discount of 98 to 98.5 and hard call protection of 102 in year one and 101 in year two.

J.P. Morgan Securities LLC is leading the $985 million of term loans that will be used to help fund the buyout of the company by Clearlake Capital Group, LP from Berwind Corp.

Wellness Pet is a Tewksbury, Mass.-based supplier of pet food and treats.

Sabre updates deadline

Sabre accelerated the commitment deadline for its non-fungible $637 million seven-year senior secured incremental term loan B (Ba3/B) to 2 p.m. ET on Thursday from noon ET on Friday, a market source remarked.

Talk on the term loan is Libor plus 450 bps to 475 bps with a 0.75% Libor floor and an original issue discount of 98.5.

BofA Securities, Inc., Mizuho Bank Ltd., Wells Fargo Securities LLC, Deutsche Bank Securities Inc., Citigroup Global Markets Inc., PNC Bank, Goldman Sachs Bank USA, Morgan Stanley Senior Funding, Inc., MUFG, J.P. Morgan Securities LLC and ING Bank are the joint bookrunners on the deal. BofA Securities is the lead arranger and the administrative agent.

Of the total proceeds, $500 million will be used to redeem all of Sabre GLBL’s November 2023 secured notes, and $137 million will be used to repay in full outstanding term loan A borrowings and a portion of the fees and expenses in connection with the prepayment.

Sabre is a Southlake, Tex.-based software and technology company for the travel industry.

Planview changes timing

Planview revised the commitment deadline for its $535 million seven-year covenant-lite first-lien term loan (B2/B-) to noon ET on Thursday from Friday, according to a market source.

The first-lien term loan is talked at Libor plus 400 bps to 425 bps with a 0.75% Libor floor, an original issue discount of 99 and 101 soft call protection for six months.

The company is also getting a $230 million eight-year second-lien term loan (Caa2) that has been fully preplaced.

UBS Investment Bank, Deutsche Bank Securities Inc., Barclays and Jefferies LLC are leading the deal that will be used to help fund the buyout of the company by TPG Capital and TA Associates for $1.6 billion.

The company’s existing majority shareholder, Thoma Bravo, will retain a minority interest following the buyout.

Planview is an Austin, Tex.-based provider of portfolio management and work management solutions.

Therma revises deadline

Therma Holdings accelerated the commitment deadline for its $370 million seven-year first-lien term loan and $75 million delayed-draw first-lien term loan to 10 a.m. ET on Friday from 3 p.m. ET on Monday, a market source said.

Talk on the term loan debt is Libor plus 400 bps to 425 bps with a 0.75% Libor floor, an original issue discount of 98.5 and 101 soft call protection for six months.

The company’s $510 million of credit facilities (B2/B-) also include a $65 million five-year revolver.

Jefferies LLC, Blackstone, Societe Generale, BMO Capital Markets Corp. and MUFG are leading the deal that will be used to fund the buyout of the company by the Blackstone Group LP from Gemspring Capital.

Blackstone is also buying energy and sustainability consulting firm RE Tech Advisors, Inc., which will be integrated into Therma.

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

Therma Holdings is a San Jose, Calif.-based specialty mechanical, electrical and controls services company focused on designing, building and servicing complex systems in mission-critical facilities.

Datasite accelerated

Datasite changed the commitment deadline for its $300 million seven-year first-lien term loan (B2/B-) to 5 p.m. ET on Wednesday from 5 p.m. ET on Thursday, according to a market source.

The company is also getting a €220 million seven-year first-lien term loan (B2/B-).

The U.S. term loan is talked at Libor plus 450 bps to 475 bps with a 0.75% Libor floor and an original issue discount of 98.5, and the euro term loan is talked at Euribor plus 450 bps to 475 bps with a 0% floor and a discount of 98.5. Both term loans have 101 soft call protection for six months.

J.P. Morgan Securities LLC, Blackstone, Deutsche Bank Securities Inc., MUFG and NatWest are leading the deal that will be used to refinance a financing that was done to back the buyout of the company by CapVest Partners LLP and to fund tuck-in acquisitions.

Datasite is a Minneapolis-based SaaS provider for the mergers and acquisitions industry.

E.W. Scripps guidance

E.W. Scripps held its call on Wednesday and announced talk on its $650 million seven-year incremental covenant-lite first-lien term loan B (BB-) at Libor plus 350 bps with a 0.75% Libor floor, an original issue discount of 99 to 99.5 and 101 soft call protection for six months, according to a market source.

Commitments are due at noon ET on Dec. 17, the source added.

Morgan Stanley Senior Funding Inc., BofA Securities Inc., Truist, J.P. Morgan Securities LLC and Wells Fargo Securities LLC are leading the deal. Wells Fargo is the administrative agent.

The new loan will be used with $700 million of other secured debt, $500 million of unsecured debt, $600 million of preferred equity from Berkshire Hathaway and $336 million of cash from the balance sheet to fund the $2.65 billion acquisition of ION Media.

Closing is targeted for first quarter 2021, subject to regulatory approval.

Net secured leverage is expected to be 3.2x and net total leverage is expected to be 5.2x at close.

E.W. Scripps is a Cincinnati-based broadcasting and digital media company. ION Media is a West Palm Beach, Fla.-based television broadcast network.

Zywave sets talk

Zywave came out with talk of Libor plus 450 bps with a 0.75% Libor floor and an original issue discount of 98.5 on its $121.5 million add-on covenant-lite first-lien term loan B due Nov. 12, 2027 that launched with a call in the morning, a market source remarked.

Commitments are due at noon ET on Dec. 18, the source added.

Morgan Stanley Senior Funding Inc., BNP Paribas Securities Corp., Antares Capital and Ares are leading the deal, which will be used with a $49.5 million privately placed add-on second-lien term loan to fund the acquisition of Insurance Technologies Corp. (ITC) from Accel-KKR and to pay fees and expenses related to the transaction.

Zywave, a Clearlake Capital Group LP and Aurora Capital Partners portfolio company, is a Milwaukee-based insurance technology provider. ITC is a Carrollton, Tex.-based provider of marketing, rating and agency management software solutions to the insurance industry.

Cloudera on deck

Cloudera set a call for 1 p.m. ET on Thursday to launch a new loan to prospective lenders, according to a market source.

Citigroup Global Markets Inc. is leading the deal.

Last week, the company said in a news release that it plans on getting an institutional term loan and/or using cash to fund the repurchase of up to an additional $500 million in shares of its common stock, through open market purchases, block trades and/or in privately negotiated transactions.

Cloudera is a Santa Clara, Calif.-based enterprise data cloud company.

Asurion joins calendar

Asurion scheduled a lender call for 1 p.m. ET on Thursday to launch a $2.087 billion term loan B-8, a market source said.

BofA Securities Inc., Morgan Stanley Senior Funding Inc., Goldman Sachs Bank USA, Barclays, Credit Suisse Securities (USA) LLC and Deutsche Bank Securities Inc. are leading the deal that will be used to refinance an existing term loan B-4.

Asurion is a Nashville-based provider of technology protection services.

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