Brooks Automation revises first- and second-lien term loan pricing

By Sara Rosenberg

New York, Nov. 17 – Brooks Automation Inc. (Altar BidCo Inc.) changed pricing on its $900 million seven-year first-lien term loan to SOFR plus 335 basis points from revised talk of Libor plus 325 bps and initial talk of Libor plus 375 bps, according to a market source.

The company also revised pricing on its $205 million eight-year second-lien term loan to SOFR plus 560 bps from revised talk of Libor plus 550 bps and initial talk in the range of Libor plus 625 bps to 650 bps, the source said.

No Credit Spread Adjustment (CSA) is included in the loans.

Furthermore, the ticking fees on the loans were modified to half the margin from days 31 to 60 and the full margin thereafter, from half the margin from days 46 to 90 and the full margin thereafter.

As before, the first-lien term loan has a 25 bps pricing step-down at 4x first-lien net leverage, a 0.5% floor, an original issue discount of 99.5 and 101 soft call protection for six months, and the second-lien term loan has a 0.5% floor, a discount of 99 and hard call protection of 102 in year one and 101 in year two.

Earlier in syndication, the first-lien term loan was upsized from $825 million, the leverage-based step-down was added and a step-down upon an initial public offering was removed.

Barclays, Goldman Sachs Bank USA, Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., UBS Investment Bank, MUFG, SMBC and Stifel are the joint bookrunners on 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.

Recommitments were scheduled to be due at 5 p.m. ET on Wednesday, the source added.

Proceeds will be used with equity to fund the buyout of the company by Thomas H. Lee Partners LP in a transaction valued at $3 billion. The amount of equity being used was reduced due to the recent first-lien term loan upsizing.

Closing is expected in the first quarter 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.

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