Holley frees up; Brooks Automation, S&S Holdings accelerated; Lucid Energy reveals guidance

By Sara Rosenberg

New York, Nov. 12 – Holley Inc. finalized the spread on its first-lien term loan and delayed-draw term loan at the low end of guidance and then the strip of debt made its way into the secondary market on Friday.

In more happenings, Brooks Automation Inc. (Altar BidCo Inc.) and S&S Holdings LLC accelerated the commitment deadlines for their term loan transactions.

Also, Lucid Energy Group II Borrower LLC released price talk on its first-lien term loan in connection with its lender call.

Furthermore, Internet Brands, Consilio (GI Consilio Parent LLC), ProAmpac, PetVet Care Centers LLC, Verra Mobility Corp. and Kestra Financial Inc. (Kestra Advisor Services Holdings A Inc.) joined the near-term primary calendar.

Holley updated, trades

Holley set pricing on its $600 million seven-year first-lien term loan and $100 million delayed-draw six-month availability first-lien term loan at Libor plus 375 basis points, the tight end of the Libor plus 375 bps to 400 bps talk, according to a market source.

As before, the term loan debt has a 0.75% Libor floor, an original issue discount of 99.5 and 101 soft call protection for six months. Ticking fees on the delayed-draw term loan are half the margin from days 61 to 120 and the full margin thereafter.

The company’s $825 million of credit facilities (B2/B) also include a $125 million five-year revolver.

On Friday, the strip of funded and delayed-draw term loan debt freed to trade, with levels quoted at 99 5/8 bid, 99 7/8 offered, another source added.

Jefferies LLC, Wells Fargo Securities LLC, BofA Securities Inc. and Truist are leading the deal that will be used to refinance existing debt.

Closing is expected on Thursday.

Holley is a Bowling Green, Ky.-based platform in the performance enthusiast automotive aftermarket space.

Brooks accelerated

Brooks Automation moved up the commitment deadline for its $825 million seven-year first-lien term loan (B1/B) and $205 million eight-year second-lien term loan (Caa1/CCC+) to 5 p.m. ET on Monday from noon ET on Wednesday, a market source said.

The first-lien term loan is talked at Libor plus 375 bps with a 0.5% Libor floor, an original issue discount of 99.5 and 101 soft call protection for six months, and the second-lien term loan is talked at Libor plus 625 bps to 650 bps with a 0.5% Libor floor, a discount of 99 and hard call protection of 102 in year one and 101 in year two.

Ticking fees on the term loans are half the margin from days 46 to 90 and the full margin thereafter.

Barclays, Goldman Sachs Bank USA, Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., UBS Investment Bank, MUFG, SMBC and Stifel are leading the deal, with Barclays the left lead and administrative agent on the first-lien term loan, and Goldman the left lead and agent on the second-lien term loan.

Brooks being acquired

Brooks Automation will use the new term loans with about $2 billion of equity to fund its buyout by Thomas H. Lee Partners LP in a transaction valued at $3 billion.

Closing is expected in the first half of 2022 upon satisfaction of customary conditions and regulatory approvals.

Brooks Automation is a Chelmsford, Mass.-based automation technology company with significant expertise in semiconductors.

S&S tweaks timing

S&S Holdings accelerated the commitment deadline for its fungible $150 million incremental first-lien term loan (B2/B) due March 11, 2028 to 5 p.m. ET on Monday from 5 p.m. ET on Tuesday, a market source remarked.

Pricing on the incremental term loan is Libor plus 500 bps with a 0.5% Libor floor, in line with existing term loan pricing, and the new debt is talked with an original issue discount of 98.5.

The incremental term loan has 101 soft call protection through March 2022.

Barclays, Deutsche Bank Securities Inc., Credit Suisse Securities (USA) LLC, BMO Capital Markets, BNP Paribas Securities Corp., Citizens, Natixis and Truist are leading the deal that will be used to fund a tuck-in acquisition.

S&S is a Bolingbrook, Ill.-based distributor of imprintable apparel and accessories.

Lucid proposed terms

Lucid Energy held its lender call on Friday morning and announced price talk on its $1.5 billion seven-year senior secured first-lien term loan (B2) at Libor plus 400 bps to 425 bps with a 0.75% Libor floor and an original issue discount of 99 to 99.5, according to a market source.

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

Commitments are due at 5 p.m. ET on Nov. 19, the source added.

The company is also getting a $150 million five-year super priority senior secured revolving credit facility, which is an upsize from its current $100 million revolver.

Jefferies LLC, Goldman Sachs Bank USA and JPMorgan Chase Bank are leading the deal that will be used to refinance existing debt and fund a distribution.

Lucid Energy is a Dallas-based natural gas gathering and processing company operating in the Northern Delaware Basin.

Internet Brands on deck

Internet Brands surfaced with plans to hold a lender call at 1 p.m. ET on Monday to launch a $4.805 billion covenant-lite first-lien term loan due Aug. 23, 2028, a market source said.

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

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

Credit Suisse Securities (USA) LLC, KKR Capital Markets and RBC Capital Markets are leading the deal that will be used to refinance existing first-lien debt and fund a shareholder distribution.

Internet Brands is an El Segundo, Calif.-based provider of SaaS and traffic driven marketplace/media offerings across health, legal and media verticals.

Consilio coming soon

Consilio scheduled a lender call for 2 p.m. ET on Monday to launch a fungible $370 million incremental first-lien term loan due May 2028, a market source remarked.

Pricing on the incremental term loan is Libor plus 400 bps with a 0.5% Libor floor, in line with existing first-lien term loan pricing, and the debt has 101 soft call protection through Nov. 14, 2021.

Original issue discount talk on the incremental term loan is still to be determined, the source added.

Commitments are due at 5 p.m. ET on Nov. 23.

Credit Suisse Securities (USA) LLC is the left lead on the deal that will be used to fund a tuck-in acquisition.

Consilio is a Washington, D.C.-based provider of eDiscovery and document review solutions.

ProAmpac readies loan

ProAmpac set a lender call for 11 a.m. ET on Monday to launch a $205 million incremental first-lien term loan, according to a market source.

Antares Capital is leading the deal that will be used to repay revolver borrowings and add cash to the balance sheet.

ProAmpac is a Cincinnati-based manufacturer of flexible packaging and material science solutions.

PetVet joins calendar

PetVet Care Centers will hold a lender call at 1 p.m. ET on Monday to launch $600 million of term loans, a market source said.

The debt consists of a fungible $450 million incremental first-lien term loan B-3 due February 2025 priced at Libor plus 350 bps with a 0.75% Libor floor and a fungible $150 million incremental second-lien term loan due February 2026 priced at Libor plus 625 bps with a 0% Libor floor, the source continued.

Commitments are due at noon ET on Nov. 19.

Jefferies LLC and KKR Capital Markets are leading the deal, with Jefferies the left lead on the first-lien and KKR the left lead on the second-lien.

Proceeds will be used to fund the company’s acquisition pipeline.

The company will also be extending the maturity of its existing revolver by three years to Feb. 14, 2026.

PetVet is a Westport, Conn.-based operator of general practice and specialty veterinary hospitals for companion animals.

Verra plans call

Verra Mobility scheduled a lender call for 11 a.m. ET on Monday to launch a fungible $250 million add-on term loan B due 2028, according to a market source.

BofA Securities Inc. is leading the deal that will be used with cash on hand to fund the acquisition of T2 Systems, a provider of parking software and hardware solutions, from Thoma Bravo for $347 million.

Closing is expected by the end of the fourth quarter.

Verra is a Mesa, Ariz.-based provider of smart mobility technology solutions.

Kestra on deck

Kestra Financial set a lender call for Monday to launch a fungible $145 million add-on first-lien term loan, a market source remarked.

UBS Investment Bank is leading the deal that will be used for a dividend recapitalization, to fund acquisitions and to add cash to the balance sheet.

Kestra Financial, a Warburg Pincus LLC portfolio company, is an Austin, Tex.-based provider of an advisor platform to financial professionals.

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