By Abigail W. Adams
Portland, Me., May 24 – Olympus Water US Holding Corp. (Solenis) priced its upsized $2.375 billion equivalent two-tranche offering of long five-year senior secured notes (B3/B-) to back the acquisition of Diversey Holdings Ltd. on Wednesday, according to a market source.
The deal included a downsized $1.7 billion tranche that priced at par to yield 9¾%.
Pricing came at the wide end of tightened talk for a yield of 9 5/8% to 9¾%. Initial price talk was in the 9¾% area.
The tranche size was downsized after previously upsizing to $1.825 billion from $1.625 billion.
The offering also included an upsized €630 million tranche that priced at par to yield 9 5/8%.
Pricing came at the tight end of tightened talk for a yield of 9 5/8% to 9¾%. Initial price talk was in the 9¾% area.
The euro-denominated tranche was upsized to $675 million equivalent when it launched after previously being upsized to $550 million equivalent from $500 million equivalent.
Early guidance for both tranches was for a yield in the high 8% area.
BofA Securities Inc. (lead left), Goldman Sachs & Co. LLC, BMO Capital Markets Corp., HSBC Securities (USA) Inc., Deutsche Bank Securities Inc., Citigroup Global Markets Inc., Macquarie Group Ltd. and Nomura Securities International Inc. were bookrunners for the Rule 144A and Regulation S for life offering.
The notes are non-callable for two years with the first call at par plus 50% of the coupon; 10% of the principal amount is subject to a special redemption at 103 during the non-call period.
There is a 101 poison put and an equity clawback of 40% during the non-call period.
Proceeds, in addition to a new term loan facility and approximately $2 billion of equity, will be used to finance the acquisition of Diversey and refinance Diversey’s existing debt.
Solenis, a Platinum Equity portfolio company, is a Wilmington, Del.-based manufacturer of specialty chemicals used in water-intensive industries.
Diversey is a Fort Mill, S.C.-based provider of hygiene, infection prevention and cleaning solutions.
| Issuer: | Olympus Water US Holding Corp.
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| Amount: | $1.7 billion and €630 million
|
| Issue: | Senior secured notes
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| Lead bookrunner: | BofA Securities Inc.
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| Joint bookrunners: | Goldman Sachs & Co. LLC, BMO Capital Markets Corp., HSBC Securities (USA) Inc., Deutsche Bank Securities Inc., Citigroup Global Markets Inc., Macquarie Group Ltd. and Nomura Securities International Inc.
|
| Trade date: | May 24
|
| Settlement date: | June 8
|
| Ratings: | Moody’s: B3
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| S&P: B-
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| Distribution: | Rule 144A and Regulation S for life
|
| Marketing: | Roadshow
|
|
|
| Dollar notes
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| Amount: | $1.7 billion
|
| Maturity: | Nov. 15, 2028
|
| Coupon: | 9¾%
|
| Price: | Par
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| Yield: | 9¾%
|
| Spread: | 598 bps
|
| First call: | June 1, 2025 at 104.875
|
| Price talk: | Tightened talk of 9 5/8% to 9¾%; initial talk 9¾%
|
|
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| Euro notes
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| Amount: | €630 million
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| Maturity: | Nov. 15, 2028
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| Coupon: | 9 5/8%
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| Price: | Par
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| Yield: | 9 5/8%
|
| First call: | June 1, 2025 at 104.813
|
| Price talk: | Tightened talk of 9 5/8% to 9¾%; initial talk 9¾%
|
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