Chamberlain, MKS, Tibco, Multi-Color, Anthology, Advantage, Astound, Option and more break

By Sara Rosenberg

New York, Oct. 22 – Chamberlain Group LLC (Chariot Buyer LLC) increased the size of its term loan B, firmed pricing at the low end of talk, eliminated one step-down and tightened the original issue discount, MKS Instruments Inc. set the issue price on its euro term loan at the tight end of most recent guidance, and Tibco Software Inc. (Bali Finco Inc.) finalized the issue price on its first-lien term loan at the wide side of talk, and then these deals freed to trade on Friday.

Also, before breaking for trading, Multi-Color Corp. moved funds to its term loan debt from its bonds, and revised spreads and original issue discounts, Anthology sweetened pricing and original issue discount on its term loan B, Advantage Sales & Marketing Inc. set the Libor floor on its term loan B the high side of guidance, and Astound Broadband (Radiate HoldCo LLC) updated the size and issue price on its term loan B.

Additionally, Option Care Health Inc. trimmed the spread and original issue discount on its term loan, Ivanti Software Inc. finalized pricing on its first-lien term loan B at the high end of talk and widened the issue price, and then these deals began trading as well.

Furthermore, Heubach Group moved pricing on its term loan B to SOFR and extended the call protection before making its way into the secondary market, and Ellucian’s first-lien term loan broke too.

In more happenings, Primary Products Finance LLC set the spread and original issue discount on its term loan at the wide side of guidance, removed step-downs and sweetened the call protection, and TricorBraun Holdings Inc., Signature Aviation plc (Brown Group Holding LLC) and AerCap Holdings NV (Setanta Aircraft Leasing DAC) joined the near-term primary calendar.

Chamberlain tweaked

Chamberlain Group raised its seven-year covenant-lite term loan B to $2.015 billion from $1.925 billion, set pricing at Libor plus 350 basis points, the low end of the Libor plus 350 bps to 375 bps talk, removed a 25 bps step-down at 4.55x first-lien net leverage and changed the original issue discount to 99.75 from 99.5, according to a market source.

Also, the first-lien net leverage thresholds were changed to 5.8x from 5.55x and the consolidated secured net leverage thresholds were revised to 7.55x from 7.3x, the source said.

The term loan still has a 25 bps step-down at 5.05x first-lien net leverage, a 0.5% Libor floor and 101 soft call protection for six months.

Wells Fargo Securities LLC, Barclays, Citigroup Global Markets Inc. and Deutsche Bank Securities Inc. are leading the deal.

Chamberlain hits secondary

Commitments for Chamberlain Group’s term loan continued to be due at noon ET on Friday and the debt began trading later in the day, with levels quoted at par bid, par 3/8 offered, another source added.

The term loan will be used to help fund the buyout of the company by Blackstone from Duchossois Group Inc. and to pay transaction related fees and expenses. The transaction values Chamberlain Group at about $5 billion. Funds from the upsizing will reduce the equity contribution for the buyout dollar-for-dollar.

Closing is expected by the end of the year, subject to regulatory approvals and customary conditions.

Pro forma total leverage is 7.5x, up from 7.3x, and pro forma first-lien leverage is 5.8x, up from 5.5x.

Chamberlain Group is an Oak Brook, Ill.-based provider of smart access solutions across residential and commercial properties.

MKS euro firms

MKS Instruments set the original issue discount on its €500 million seven-year covenant-lite term loan at 99.75, the tight end of most recent talk of 99.5 to 99.75, and tighter than revised talk in the range of 99 to 99.5 and initial talk of 99, a market source remarked.

Pricing on the euro term loan is Euribor plus 275 bps with a 0% floor.

The company is also getting a $4.7 billion seven-year covenant-lite term loan priced at Libor plus 225 bps with a 0.5% Libor floor and an original issue discount of 99.75.

Both term loans (Ba1/BB-/BBB-) have 101 soft call protection for six months.

Previously in syndication, the U.S. term loan was upsized from $4.28 billion, pricing firmed at the low end of revised talk of Libor plus 225 bps to 250 bps and down from initial talk of Libor plus 250 bps, and the discount was modified from revised talk of 99.5 and initial talk of 99. Also, the euro term loan was downsized from $1 billion equivalent.

The company is also planning on getting a $500 million five-year asset-based revolving credit facility.

MKS U.S. starts trading

MKS’s U.S. term loan made its way into the secondary market on Friday, with levels quoted at par bid, par 3/8 offered, a trader added.

JPMorgan Chase Bank, Barclays, BofA Securities Inc., HSBC Securities, Citigroup Global Markets Inc. and Mizuho are leading the deal that will be used with cash on hand to fund the acquisition of Atotech Ltd. for $16.20 in cash and 0.0552 of a share of MKS common stock for each Atotech common share, and to refinance existing credit facilities. The equity value of the transaction is $5.1 billion, and the enterprise value is about $6.5 billion.

At close, pro forma gross leverage is expected to be around 4.4x and net leverage is expected to be around 3.7x, based on LTM second-quarter 2021 adjusted EBITDA of $1.208 billion.

Closing is anticipated in the fourth quarter, subject to Atotech shareholder approval, approval of the Royal Court of Jersey, regulatory approvals, and other customary conditions.

MKS is an Andover, Mass.-based provider of technologies that enable advanced processes and improve productivity. Atotech is a Berlin-based specialty chemicals technology company.

Tibco firms, frees

Tibco Software set the original issue discount on its non-fungible $1.415 billion covenant-lite first-lien term loan (B2/B-) due June 2026 at 98, the wide end of the 98 to 98.5 talk, according to a market source.

Pricing on the term loan is Libor plus 400 bps with a 0.5% Libor floor, and the debt has 101 soft call protection for one year and ticking fees of half the spread from days 31 to 60 and the full spread thereafter.

Previously in syndication, pricing on the term loan was lifted from Libor plus 375 bps, the Libor floor was increased from 0%, the call protection was extended from six months and the ticking fees were added.

In the afternoon, the term loan broke for trading, with levels quoted at 98 1/8 bid, 98 5/8 offered and then it moved to 98¼ bid, 98 5/8 offered, a trader added.

Nomura, Jefferies LLC, KKR Capital Markets, Macquarie Capital (USA) Inc. and Oak Hill Advisors are leading the deal that will be used to help fund the acquisition of Blue Prism Group plc for £11.25 per share, or £1.1 billion, and to pay fees and expenses.

Tibco, a Vista Equity portfolio company, is a Palo Alto, Calif.-based infrastructure and business intelligence software company. Blue Prism is a U.K.-based provider of intelligent automation for the enterprise.

Multi-Color reworked

Multi-Color outlines its U.S. term loan size at $1.642 billion and its euro term loan size at €500 million, an increase of $250 million from initial talk of $1.972 billion equivalent in U.S. and euro term loan B debt, a market source remarked.

Also, pricing on the U.S. term loan was lifted to Libor plus 500 bps from talk in the range of Libor plus 425 bps to 450 bps, pricing on the euro term loan was raised to Euribor plus 525 bps from talk in the range of Euribor plus 450 bps to 475 bps, and original issue discount talk on both term loans (B2/B-) was changed to a range of 98 to 98.5 from 99, before firming at 98.5, the source continued.

The U.S. term loan still has a 0.5% Libor floor, the euro term loan still has a 0% floor and both tranches still have 101 soft call protection for six months.

BofA Securities Inc., Goldman Sachs Bank USA, Barclays, Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., RBC Capital Markets, UBS Investment Bank and Wells Fargo Securities LLC are leading the deal.

Multi-Color tops OID

Recommitments for Multi-Color’s bank debt were due at 11 a.m. ET on Friday and the U.S. term loan broke late in the day, with levels quoted at 98 7/8 bid, 99 3/8 offered, another source added.

Proceeds will be used with $500 million of senior secured notes, downsized from $750 million with the term loan upsizing, and $460 million of senior notes to help fund the acquisition by Clayton, Dubilier & Rice of Multi-Color from Platinum Equity and Fort Dearborn from Advent International, and merger of the two companies.

The combined company is expected to generate about $3 billion of annual revenue.

Closing is expected by the end of the year, subject to customary conditions.

Multi-Color is a Cincinnati-based label solutions company. Fort Dearborn is an Elk Grove, Ill.-based label supplier to the consumer goods marketplace.

Anthology widens, trades

Anthology increased pricing on its $1.3 billion seven-year term loan B (B2/B-/BB-) to Libor plus 525 bps from talk in the range of Libor plus 475 bps to 500 bps and changed the original issue discount to 96.5 from 99, according to a market source.

The term loan still has a 0.5% Libor floor.

During market hours, the term loan freed up, with levels quoted at 97 bid, 98 offered, another source added.

JPMorgan Chase Bank, UBS Investment Bank, Goldman Sachs Bank USA, Barclays and Macquarie Capital (USA) Inc. are leading the deal that will be used to help fund the acquisition of Blackboard Inc.

The combined entity will be majority owned by Veritas Capital. Leeds Equity Partners will hold a minority stake in the company. Veritas and Leeds are currently the majority owners of Anthology. Providence Equity Partners LLC, Blackboard’s existing majority owner, will hold a minority stake in the combined company.

Closing is expected by the end of the year, subject to customary conditions and regulatory approvals.

Anthology is a Boca Raton, Fla.-based provider of higher education solutions that support the entire learner lifecycle. Blackboard is an EdTech software and solutions company.

Advantage sets floor, breaks

Advantage Sales & Marketing finalized the Libor floor on its $1.318 billion secured term loan B (BB-) due Oct. 28, 2027 at 0.75%, the high end of the 0.5% to 0.75% talk, a market source said.

As before, the term loan is priced at Libor plus 450 bps with a par issue price and has 101 soft call protection for six months.

The term loan hit the secondary market during the session, with levels quoted at par 1/8 bid, par ½ offered, another source added.

BofA Securities Inc. is leading the deal that will be used to reprice an existing term loan B down from Libor plus 525 bps with a 0.75% Libor floor.

Advantage Sales is an Irvine, Calif.-based provider of outsourced sales and marketing services to consumer goods manufacturers and retailers.

Astound finalized, trades

Astound Broadband set the size of its term loan B due 2026 at $3.42 billion and firmed the original issue discount at 99.75, the wide end of the most recent 99.75 to par talk, according to a market source.

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

The term loan includes a repricing of the company’s existing $2.68 billion term loan B, with the remainder being additional debt for the $661 million acquisition of the Chicago, Evansville, Ind., and Anne Arundel, Md., assets of WOW! Internet, Cable & Phone, to repay revolver borrowings and for general corporate purposes.

Originally, the company came to market with a fungible $500 million add-on term loan B talked at Libor plus 350 bps with a discount of 99.05 to 99.5. However, earlier in syndication, the add-on upsizing was being considered, pricing was reduced, the repricing was added and the discount talk was changed.

On Friday, the term loan B freed up, with levels quoted at 99¾ bid, par offered, another source added.

JPMorgan Chase Bank and Credit Suisse Securities (USA) LLC are leading the deal. Credit Suisse is the administrative agent.

Astound Broadband is a Princeton, N.J.-based cable operator.

Option Care tightens, frees

Option Care Health lowered pricing on its $600 million term loan B (Ba3/BB-) to Libor plus 275 bps from talk in the range of Libor plus 300 bps to 325 bps, and changed the original issue discount talk to a range of 99.5 to 99.75 from just 99.5, before finalizing at 99.75, a market source remarked.

The term loan still has a 0.5% Libor floor and 101 soft call protection for six months.

Recommitments were due at 12:30 p.m. ET on Friday and the term loan broke for trading later in the day, with levels quoted at par bid, par 3/8 offered, another source added.

BofA Securities Inc. is the left lead on the deal that will be used to help refinance existing debt.

Option Care is a Bannockburn, Ill.-based provider of home and alternate treatment site infusion therapy services.

Ivanti updates first-lien

Ivanti Software set pricing on its $1,751,200,000 senior secured covenant-lite first-lien term loan B due Dec. 1, 2027 at Libor plus 425 bps, the high end of the Libor plus 400 bps to 425 bps talk, and revised the original issue discount to 99.75 from par, a market source said.

The first-lien term loan still has a 0.75% Libor floor and 101 soft call protection for six months.

Recommitments for the first-lien term loan were due at 11:30 a.m. ET on Friday, the source added.

The company’s $2,471,200,000 of credit facilities also include a $175 million revolver, and a $545 million second-lien term loan talked at Libor plus 700 bps to 725 bps with a 0.5% Libor floor, a discount of 99.5 to 99.75 and hard call protection of 102 in year one and 101 in year two.

Commitments for the second-lien term loan are due at 5 p.m. ET on Monday.

Ivanti first-lien breaks

Late in the day, Ivanti’s first-lien term loan began trading, with levels quoted at 99 7/8 bid, par 3/8 offered, a trader added.

Morgan Stanley Senior Funding Inc., BoA Securities Inc., UBS Investment Bank, BMO Capital Markets, Antares Capital and Goldman Sachs Bank USA are leading the revolver and first-lien term loan, with Morgan Stanely the left lead. BofA Securities Inc. is the left lead on the second-lien term loan.

Proceeds will be used to reprice the company’s existing credit facilities. The existing first-lien term loan B is priced at Libor plus 475 bps with a 1% Libor floor, and the existing second-lien term, which was privately placed but is now being broadly syndicated, is priced at Libor plus 850 bps with a 1% Libor floor.

Closing is expected on Dec. 1.

Ivanti is a South Jordan, Utah-based company that automates IT and security operations.

Heubach revised, trades

Heubach Group firmed pricing on its $610 million seven-year term loan B (B2/B) at SOFR+CSA plus 500 bps with a 0.5% SOFR+CSA floor, versus talk at launch of Libor plus 475 bps to 500 bps with a 0.5% Libor floor, and extended the 101 soft call protection to one year from six months, according to a market source.

CSA is 10 bps one-month rate, 15 bps three-month rate and 25 bps six-month rate.

The term loan still has an original issue discount of 99.

Late in the day, the term loan broke for trading, with levels quoted at 99¼ bid, par offered, another source added.

BofA Securities Inc., Citigroup Global Markets Inc., HSBC Securities (USA) Inc., KeyBanc Capital Markets, MUFG, Citizens Bank and ING are leading the deal that will be used to fund the acquisition of Clariant’s pigments business for about CHF 805 million, with additional consideration of CHF 50 million contingent on the 2021 financial performance of the business unit.

Closing is expected in the first half of 2022, subject to customary conditions and approvals.

Heubach is a producer of anti-corrosive pigments.

Ellucian frees up

Ellucian’s $1.588 billion first-lien term loan began trading as well, with levels quoted at par bid, par ¼ offered, a trader remarked.

Pricing on the term loan is Libor plus 350 bps with a step-down to Libor plus 325 bps at 4.5x net first-lien leverage and a 0.5% Libor floor. The debt was issued at par and has 101 soft call protection for six months.

BofA Securities Inc. is the left lead on the deal that will be used to reprice an existing term loan down from Libor plus 375 bps with a 0.75% Libor floor.

Ellucian is a Reston, Va.-based provider of higher education software and services.

Primary Products revised

Primary Products finalized pricing on its $1.06 billion seven-year term loan (B1/BB-/BB+) at Libor plus 400 bps, the high end of the Libor plus 375 bps to 400 bps talk, removed the pricing step-downs and initial public offering reduction, firmed the original issue discount at 99, the wide end of the 99 to 99.5 talk, extended the 101 soft call protection to one year from six months and made some changes to documentation, according to a market source.

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

Ticking fees on the term loan are half the margin from days 31 to 60 and the full margin thereafter.

Final commitments were due at 5 p.m. ET on Friday, the source added.

Barclays, Wells Fargo Securities LLC, Rabobank, BNP Paribas Securities Corp., Goldman Sachs Bank USA, Societe Generale and Stifel are leading the deal.

Primary being acquired

Primary Products’ will use the new term loan to help fund the acquisition by KPS Capital Partners LP of a controlling stake in Tate & Lyle plc’s Primary Products business in North America and Latin America and its interests in the Almidones Mexicanos SA de CV and DuPont Tate & Lyle Bio-Products Co. LLC joint ventures through a newly formed company for an enterprise value of $1.7 billion.

KPS and Tate & Lyle will each own about 50% of the newly formed company.

Closing is expected in the first quarter of 2022, subject to customary closing conditions and approvals.

Primary Products is a provider of nutritive sweeteners, industrial starches, acidulants and other corn-derived products.

TricorBraun on deck

TricorBraun set a lender call for 11:30 a.m. ET on Monday to launch a fungible $150 million covenant-lite incremental first-lien term loan (B2/B-) due March 3, 2028 talked with an original issue discount of 98.8, a market source said.

Pricing on the incremental term loan is Libor plus 325 bps with a 0.5% Libor floor, in line with existing term loan pricing.

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

Credit Suisse Securities (USA) LLC, Antares Capital, Nomura and UBS Investment Bank are leading the deal that will be used for acquisition financing.

TricorBraun is a St. Louis-based provider of packaging products.

Signature readies loan

Signature Aviation will hold a lender call at 10:15 a.m. ET on Tuesday to launch a fungible $330 million add-on term loan B due June 7, 2028, a market source remarked.

RBC Capital Markets, Barclays, HSBC Securities (USA) Inc., MUFG, Santander, SMBC, Truist, JPMorgan Chase Bank and Blackstone Capital Markets are leading the deal that will be used to fund the acquisition of Vail Valley Jet Center LLC.

Currently, the company has a $1.579 billion term loan B priced at Libor plus 275 bps with a step-down to Libor plus 250 bps and a 0.5% Libor floor.

Signature Aviation, a company owned by Blackstone, Global Infrastructure Partners and Cascade Investment, is a London-based aviation services company.

AerCap coming soon

AerCap scheduled a lender call for 10 a.m. ET on Monday to launch a $2 billion seven-year term loan B talked at Libor plus 225 bps to 250 bps with a 0% Libor floor, an original issue discount of 99.5 and 101 soft call protection for six months, according to a market source.

Commitments are due at noon ET on Nov. 2, the source added.

Citigroup Global Markets Inc. and Goldman Sachs Bank USA are leading the deal that will be used to help fund the acquisition of GE Capital Aviation Services business from GE and for general corporate purposes.

The company has already priced $21 billion of senior notes for the transaction.

Under the agreement, GE will receive consideration valued at more than $30 billion, including about $24 billion in cash, 111.5 million ordinary shares equivalent to around 46% ownership of the combined company with a market value of about $6 billion as of March 9, 2021, and $1 billion paid in AerCap notes and/or cash upon closing.

Closing is targeted for Nov. 5.

AerCap is a Dublin-based aircraft leasing company. GE Capital Aviation Services is an aviation lessor and financier.

Gabe’s allocates

In other news, Gabe’s (Mountaineer Merger Corp.) allocated its $200 million seven-year senior secured first-lien term loan (B2/B) on Friday, a market source said.

Pricing on the term loan is Libor plus 700 bps with a 0.75% Libor floor and it was sold at an original issue discount of 97. The debt has hard call protection of 102 in year one and 101 in year two.

During syndication, the term loan was downsized from $250 million, pricing widened from Libor plus 600 bps, the discount was revised from 98, amortization was changed to 5% per annum from 2.5% per annum, a first-lien net leverage ratio covenant was added to the originally covenant-lite term loan and some changes were made to documentation.

Jefferies LLC and Wells Fargo Securities LLC are leading the deal that will be used to refinance existing debt and pay a shareholder distribution.

Gabe’s is an off-price retailer focused on a large, underserved working-class demographic.

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