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Published on 9/24/2021 in the Prospect News Bank Loan Daily.

ConnectWise, Colonial First State, Orion, Creation Technologies, DexKo, Sanderson break

By Sara Rosenberg

New York, Sept. 24 – ConnectWise finalized the spread on its term loan B at the low end of guidance, Colonial First State reduced pricing on its U.S. term loan and eliminated the step-downs, and Orion Engineered Carbons SA set its U.S. and euro term loan tranche sizes and updated issue prices on the debt, and then these deals began trading on Friday.

Also, Creation Technologies Inc. widened the spread and original issue discount on its first-lien term loan B, removed the step-downs and sweetened the call protection before freeing up for trading, and deals from DexKo Global Inc. and Sanderson Farms Inc./Wayne Farms LLC hit the secondary market as well.

In more happenings, Therma Holdings (Refficiency Holdings) trimmed pricing on its incremental term loans and added a repricing of its existing first-lien term loans to the transaction.

Furthermore, Spirit AeroSystems Holdings Inc. announced price talk on its term loan B with its lender call, and USNR and Trace3 (Escape Velocity Holdings Inc.) joined the near-term primary calendar.

ConnectWise updated, trades

ConnectWise set pricing on its $1.05 billion seven-year term loan B (B2//BB+) at Libor plus 350 basis points, the low end of the Libor plus 350 bps to 375 bps talk, according to a market source.

The term loan still has a 0.5% Libor floor, an original issue discount of 99.5 and 101 soft call protection for six months.

Recommitments were due at 11:30 a.m. ET on Friday and the term loan began trading in the afternoon, with levels quoted at 99 5/8 bid, par offered, another source added.

BofA Securities Inc. is leading the deal that will be used to refinance an existing unitranche term loan due February 2025.

ConnectWise is a Tampa, Fla.-based business management platform.

Colonial First flexes, frees

Colonial First State cut the spread on its $450 million term loan to Libor plus 375 bps from talk in the range of Libor plus 400 bps to 425 bps and removed the pricing step-downs, a market source said.

The term loan still has a 0.5% Libor floor, an original issue discount of 99 and 101 soft call protection for six months.

The company is also getting a A$890 million term loan and a A$150 million delayed-draw term loan.

Earlier in syndication, the U.S. term loan was downsized from A$1 billion equivalent (roughly $735 million) and the Australian term loan was upsized from A$500 million.

Recommitments were due at 1:30 p.m. ET on Friday and the U.S. term loan broke for trading later in the day, with levels quoted at 99 3/8 bid, 99 7/8 offered, another source added.

BofA Securities Inc., KKR Capital Markets, Jefferies LLC, Commonwealth, Credit Suisse, HSBC Securities, MUFG, UBS Investment Bank and Natixis are leading the deal (Ba2/BB) that will be used to help fund the buyout of a 55% interest in the company by KKR from Commonwealth Bank of Australia for about $1.7 billion.

Colonial First State is an Australia-based provider of superannuation, investment and retirement products.

Orion finalized, breaks

Orion Engineered Carbons outlined its U.S. seven-year senior secured term B (Ba2/BB) at $300 million and its euro seven-year senior secured term B (Ba2/BB) at €300 million, compared to talk at launch of a $650 million equivalent U.S. and euro term loan B with tranching to be determined, a market source remarked.

Also, the original issue discount on the U.S. term loan was set at 99.5, the tight end of the 99 to 99.5 talk and the issue price on the euro term loan tightened to par from talk in the range of 99 to 99.5, the source added.

Pricing on the U.S. term loan remained at Libor plus 225 bps with a 0.5% Libor floor and pricing on the euro term loan remained at Euribor plus 250 bps with a 0% floor. The term loans have an SDG-linked margin ratchet of plus/minus 10 bps linked to meeting two KPIs, and 101 soft call protection for six months.

During the session, the U.S. term loan made its way into the secondary market, with levels quoted at 99¾ bid, par ½ offered, another source added.

Goldman Sachs Bank USA is the bookrunner on the deal and a mandated lead arranger with Deutsche Bank Securities Inc., ING and UniCredit. Goldman Sachs is the agent.

Proceeds will be used to refinance an existing roughly $652 million equivalent term loan B.

Orion is a Luxembourg-based producer of specialty and high-performance carbon black products.

Creation revised, trades

Creation Technologies lifted pricing on its $455 million seven-year first-lien term loan B (B3/B) to Libor plus 550 bps from talk in the range of Libor plus 475 bps to 500 bps, removed the 25 bps pricing step-downs at 0.5x and 1x inside closing date first-lien net leverage, changed the original issue discount talk to a range of 98 to 99, before firming at 98.5, and extended the 101 soft call protection to one year from six months, according to a market source.

The 0.5% Libor floor on the term loan were unchanged.

Recommitments were due at noon ET on Friday and the term loan broke in the afternoon, with levels quoted at 99 bid, par offered, another source added.

JPMorgan Chase Bank is leading the deal that will be used to fund the acquisition of IEC Electronics Corp. for $15.35 per share in cash, refinance existing debt and pay fees and expenses associated with the transaction.

Closing is expected by early October.

Creation Technologies is a Boston-based electronic manufacturing services provider to original equipment manufacturers. IEC is a Newark, N.Y.-based provider of high-complexity, low-to-medium volume electronic manufacturing services.

DexKo hits secondary

DexKo’s $1.06 billion seven-year covenant-lite first-lien term loan B freed to trade, with levels quoted at 99 5/8 bid, par offered, a market source said.

Pricing on the U.S. term loan B, of which $170 million is delayed-draw, is Libor plus 375 bps with a 25 bps step-down upon a qualifying initial public offering and a 0.5% Libor floor. The loan was sold at an original issue discount of 99.5 and has 101 soft call protection for six months. Ticking fees on the delayed-draw tranche are half the margin from days 61 to 120 and the full margin thereafter.

The company is also getting a $1.15 billion equivalent seven-year covenant-lite first-lien term loan B, of which $110 million equivalent is delayed-draw, priced at Euribor plus 400 bps with a 25 bps step-down at 1x inside closing first-lien net leverage and a 25 bps step-down upon a qualifying IPO, and a 0% floor. This tranche was issued at a discount of 99.5 and has 101 soft call protection for six months as well.

Credit Suisse is the physical bookrunner and agent on the deal. Other bookrunners include Deutsche Bank Securities Inc., BMO Capital Markets, BofA Securities Inc., Barclays, BNP Paribas Securities Corp., CIBC, Goldman Sachs, RBC Capital Markets and TD Securities.

DexKo being acquired

Proceeds from DexKo’s term loans will be used to help fund its acquisition by Brookfield Business Partners LP from KPS Capital Partners LP for $3.4 billion, and pay transaction fees and expenses.

During syndication, the U.S. term loan was upsized from $960 million by increasing the delayed-draw tranche from $160 million, pricing was lowered from talk in the range of Libor plus 400 bps to 425 bps, the 25 bps pricing step-downs at 0.5x and 1x inside closing first-lien net leverage were removed, the IPO-based step-down was added, and the ticking fee on the delayed-draw piece was changed from half the margin from days 61 to 180 and the full margin thereafter.

Also, during syndication, the euro term loan was downsized from $1.25 billion equivalent by decreasing the delayed-draw tranche from $120 million equivalent, pricing was cut from Euribor plus 425 bps, the 25 bps step-down at 0.5x inside closing first-lien net leverage was removed and the IPO-based step-down was added.

DexKo is a Novi, Mich.-based producer of highly engineered products critical to safety and performance of towable industrial trailer and recreational trailer applications.

Sanderson tops OID

Sanderson Farms/Wayne Farms’ $500 million seven-year term loan B broke too, with levels quoted at 99¾ bid, par 1/8 offered, according to a market source.

Pricing on the term loan is Libor plus 225 bps with a 0.5% Libor floor and it was sold at an original issue discount of 99.5. The debt has 101 soft call protection for six months.

The company’s $3.25 billion of credit facilities (Ba3/BB+) also include a $750 million revolver, a $1.25 billion term loan A-1 and a $750 million Farm Credit term loan A-2.

During syndication, the term loan B was scaled back from $750 million and pricing was set at the low end of the Libor plus 225 bps to 250 bps talk, and the term loan A-1 was lifted from $1 billion.

Sanderson lead banks

BofA Securities Inc., Rabobank, BMO Capital Markets, BNP Paribas Securities Corp., Fifth Third, PNC Bank, Regions, SMBC, UBS Investment Bank and Wells Fargo Securities LLC are leading Sanderson Farms/Wayne Farms’ credit facilities

Proceeds will be used with equity to fund the acquisition of Sanderson by Cargill and Continental Grain Co. for $203 per share in cash, representing a total equity value of $4.53 billion, and merger of Sanderson with Wayne Farms, a subsidiary of Continental Grain.

Closing is expected by the end of 2021 or early 2022, subject to regulatory and Sanderson stockholder approval, and other customary conditions.

Sanderson is a Laurel, Miss.-based producer of fresh, frozen and minimally prepared chicken. Wayne Farms is an Oakwood, Ga.-based poultry producer.

Therma reworked

Back in the primary market, Therma Holdings lowered pricing on its $350 million incremental first-lien term loan due December 2027 and $67,816,310 incremental first-lien delayed-draw term loan due December 2027 to Libor plus 375 bps from Libor plus 400 bps, and is now looking to reprice its existing roughly $388,050,000 first-lien term loan and $75 million delayed-draw term loan to Libor plus 375 bps from Libor plus 400 bps, according to a market source.

Also, 101 soft call protection for six months was added to the term loans, the source said.

As before, the incremental term loan debt and the existing term loans have two 25 bps leverage-based step-downs and a 25 bps step-down following an IPO, and a 0.75% Libor floor, the incremental funded term loan has an original issue discount of 99.5 and the incremental delayed-draw term loan still has a discount of 99.

The repriced existing first-lien term loan is being offered at par and the repriced existing delayed-draw term loan is being offered with an original issue discount of 99, the source continued.

Commitments and consents are due at 11 a.m. ET on Tuesday, the source added.

Jefferies LLC, Societe Generale, BMO Capital Markets Corp. and MUFG are leading the deal.

The incremental term loans will be used by the San Jose, Calif.-based full life-cycle energy solutions provider to fund acquisitions.

Spirit AeroSystems guidance

Spirit AeroSystems held its call on Friday morning and came out with talk on its $600 million term loan B (Ba2/BB-) due January 2025 at Libor plus 425 bps to 450 bps with a 0.5% Libor floor and an original issue discount of 99.5, a market source remarked.

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

Commitments are due at 10 a.m. ET on Oct. 1, the source added.

BofA Securities Inc. is the left lead on the deal that will be used to refinance an existing term loan B due January 2025 priced at Libor plus 525 bps with a 0.7% Libor floor and for general corporate purposes.

Spirit AeroSystems is a Wichita, Kan.-based designer and builder of aerostructures for both commercial and defense customers.

USNR joins calendar

USNR will hold a lender call at 11 a.m. ET on Monday to launch a $315 million seven-year term loan B, according to a market source.

The term loan has 101 soft call protection for six months, the source said.

JPMorgan Chase Bank, Citizens Bank and US Bank are leading the deal that will help fund the buyout of the company by One Equity Partners and merger of USNR LLC with Wood Fiber Group.

USNR is a Woodland, Wash.-based supplier of equipment and technologies for the wood processing industry. Wood Fiber is a manufacturer and supplier of consumable cutting tools, MRO supplies, technical services and cutting tool related maintenance equipment to the wood fiber processing industry.

Trace3 on deck

Trace3 scheduled a lender call for 10 a.m. ET on Monday to launch a $415 million seven-year first-lien term loan, a market source said.

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

Commitments are due at 5 p.m. ET on Oct. 6, the source added.

The company’s $700 million of credit facilities also include a $150 million ABL revolver and a $135 million privately placed second-lien term loan.

Credit Suisse Securities (USA) LLC, Jefferies LLC and Wells Fargo Securities LLC are leading the deal that will be used to help fund the buyout of the company by American Securities.

Trace3 is an Irvine, Calif.-based technology solutions partner to enterprise and mid-market customers.


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