XLerate, Syniverse break; Covis, Ankura tweak deals; Scientific Games, Bakelite accelerated

By Sara Rosenberg

New York, Jan. 31 – XLerate Group (American Auto Auction Group LLC) finalized pricing on its first- and second-lien term loans at the high end of guidance, removed a leverage-based step-down and sweetened call premiums, and Syniverse Holdings Inc. set the spread on its term loan at the low side of talk, and then these deals freed to trade on Monday.

In more happenings, Covis Pharma increased the size of its first-lien term loan B, widened the spread and original issue discount, and extended the call protection, and added a second-lien term loan to its transaction, and Ankura Consulting Group LLC modified the issue price on its incremental first-lien term loan.

Also, Scientific Games Lottery and Bakelite Synthetics moved up the commitment deadlines for their term loans.

Furthermore, Goodnight Midstream (Goodnight Water Solutions LLC) released price talk with launch, and FloWorks International, Ontic (Bleriot US Bidco Inc.) and Amentum Holdings LLC joined this week’s primary calendar.

XLerate revised

XLerate set pricing on its $570 million six-year first-lien term loan (B2/B-) at SOFR+CSA plus 500 basis points, the high end of the SOFR+CSA plus 475 bps to 500 bps talk, and extended the 101 soft call protection to one year from six months, according to a market source.

Additionally, the company firmed the spread on its $180 million seven-year second-lien term loan (Caa2/CCC) at SOFR+CSA plus 875 bps, the high end of the SOFR+CSA plus 850 bps to 875 bps talk, and modified the hard call protection to 103 in year one, 102 in year two and 101 in year three from 102 in year one and 101 in year two, the source continued.

And, the company removed from both term loans a 25 bps step-down at 0.5x inside closing total net leverage.

As before, the first-lien term loan has a 0.75% floor and an original issue discount of 99, the second-lien term loan has a 0.75% floor and a discount of 98, and both loans have CSA of 10 bps one-month rate, 15 bps three-month rate and 25 bps six-month rate.

XLerate frees up

On Monday, XLerate’s bank debt made its way into the secondary market, with the first-lien term loan quoted at 99¼ bid, par offered and the second-lien term loan quoted at 99 bid, par offered, another source added.

The company’s $810 million of credit facilities also include a $60 million five-year revolver (B2/B-).

Jefferies LLC, BofA Securities Inc. and BMO Capital Markets are leading the deal that will be used with new cash equity to fund the acquisition of America’s Auto Auction by Brightstar Capital Partners-owned XLerate Group.

Carmel, Ind.-based XLerate and Dallas based America’s Auto Auction are vehicle auction companies.

Syniverse updated, trades

Syniverse firmed pricing on its $1 billion seven-year term loan (B2/B-) at SOFR plus 425 bps, the low end of the SOFR plus 425 bps to 450 bps talk, a market source said.

The term loan still has a 0.5% floor, an original issue discount of 99, 101 soft call protection for six months, no CSA, and an ESG step-down of 7.5 bps subject to outlined key performance indicators with the spread stepping back up by 7.5 bps if the company fails to meet the KPI metric.

During the session, the term loan broke for trading and levels were quoted at 99½ bid, par offered, another source added.

Barclays, Goldman Sachs Bank USA, Mizuho, BofA Securities Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., BNP Paribas Securities Corp. and Societe Generale are leading the deal that will be used to refinance the company’s existing capital structure in connection with its merger with M3-Brigade Acquisition II Corp., a publicly traded special purpose acquisition company.

Syniverse is a Tampa, Fla.-based technology provider of mission-critical mobile platforms for carriers and enterprises.

Covis reworked

Covis Pharma raised its five-year senior secured first-lien term loan B to $550 million from $350 million, lifted pricing to SOFR+CSA plus 650 bps from SOFR+CSA plus 625 bps, changed the original issue discount to 93 from talk in the range of 98 to 99 and extended the 101 soft call protection to one year from six months, a market source remarked.

The Luxembourg-based pharmaceutical company also added a $300 million seven-year second-lien term loan to its capital structure that is talked at SOFR+CSA plus 975 bps with a 1% floor, the source continued.

The first-lien term loan still has a 0.75% floor, and CSA of 10 bps one-month rate, 15 bps three-month rate and 25 bps six-month rate.

Final commitments are due at 8 a.m. ET on Friday with allocations to follow, the source added.

Barclays is the left lead on the deal, which will be used with a $350 million equivalent euro secured notes offering to refinance existing debt, including the debt incurred to fund the acquisition of products from AstraZeneca, and to pay fees and expenses.

With the term loan B upsizing and addition of the second-lien term loan, the company eliminated plans for a U.S. secured notes offering that would have brought total notes proceeds to $850 million equivalent.

Ankura tightened

Ankura Consulting Group adjusted the original issue discount on its fungible $75 million incremental covenant-lite first-lien term loan due March 2028 (B2/B-) to 99.75 from 99.5, according to a market source.

Pricing on the incremental term loan is SOFR+CSA plus 450 bps with a 0.75% floor.

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

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

Deutsche Bank Securities Inc. is the left lead on the deal that will be used to fund future acquisitions.

In connection with this transaction, pricing on the company’s existing first-lien term loan is being amended to SOFR+CSA plus 450 bps with a 0.75% floor from Libor plus 450 bps with a 0.75% Libor floor.

Ankura is a specialty consulting platform.

Scientific tweaks timing

Scientific Games Lottery accelerated the commitment deadline for its $1.77 billion seven-year covenant-lite term loan B and $750 million equivalent euro seven-year covenant-lite term loan B to 10 a.m. ET on Thursday from 10 a.m. ET on Friday, a market source said.

Talk on the U.S. term loan is SOFR plus 375 bps to 400 bps with a 0.5% floor and an original issue discount of 99.5, and talk on the euro term loan is Euribor plus 425 bps with a 0% floor and a discount of 99 to 99.5.

Both term loans (B2/B+/BB-) have 101 soft call protection for six months and ticking fees of half the margin from days 61 to 120 and the full margin thereafter.

Deutsche Bank Securities Inc., Barclays, BNP Paribas Securities Corp., Credit Agricole, Macquarie Capital, RBC Capital Markets, BMO Capital Markets, Citigroup Global Markets Inc., Goldman Sachs, HSBC, Morgan Stanley Senior Funding Inc., MUFG, Societe Generale and Wells Fargo Securities LLC are leading the deal that will be used with $880 million of senior unsecured notes and equity to fund the acquisition of the company by Brookfield Business Partners LP for about $5.8 billion.

Closing is expected in the second quarter, subject to customary conditions, including regulatory approvals.

Scientific Games Lottery is a lottery services and technology company.

Bakelite accelerated

Bakelite Synthetics moved up the commitment deadline for its $485 million seven-year first-lien term loan (B1/BB-/BB+) to 5 p.m. ET on Tuesday from noon ET on Wednesday, according to a market source.

Talk on the term loan is SOFR+CSA plus 400 bps to 425 bps with a 0.5% floor, an original issue discount of 99, 101 soft call protection for six months, and ticking fees of half the margin from days 46 to 90 and the full margin thereafter

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

Goldman Sachs Bank USA, Deutsche Bank Securities Inc., UBS Investment Bank, Macquarie Capital (USA) Inc. and Jefferies LLC are leading the deal that will be used to support the acquisition of the chemicals unit of Georgia-Pacific, refinance existing debt at Bakelite and pay related fees and expenses.

Black Diamond and Investindustrial are the sponsors.

Bakelite is a Louisville, Ky.-based producer of phenolic specialty resins and engineered thermoset molding compounds. Georgia-Pacific Chemicals is a producer of formaldehyde-based thermosetting resins and formaldehyde solutions.

Goodnight guidance

In other news, Goodnight Midstream held its lender call on Monday afternoon and announced price talk on its $400 million five-year term loan B (B3/B) at SOFR+CSA plus 625 bps to 650 bps with a 1% floor and an original issue discount of 98 to 99, a market source remarked.

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

The term loan has hard call protection of 102 in year one and 101 in year two.

Commitments are due at 5 p.m. ET on Feb. 10.

Wells Fargo Securities LLC is the left lead on the deal that will be used to refinance existing debt.

Goodnight Midstream is a Dallas-based produced water midstream company. which owns and operates critical produced water infrastructure for oil production in the Bakken, Permian and Eagle Ford Basins.

FloWorks on deck

FloWorks set a lender call for 10 a.m. ET on Tuesday to launch $330 million of credit facilities, according to a market source.

The facilities consist of a $60 million ABL revolver and a $270 million term loan B, the source said.

RBC Capital Markets LLC, UBS Investment Bank, Jefferies LLC, Wells Fargo Securities LLC, BNP Paribas Securities Corp. and Audax are leading the deal that will be used to support the acquisition of SemiTorr Group, which was completed on Dec. 27, and to refinance existing debt.

FloWorks, a Clearlake Capital Group LP portfolio company, is a specialty flow control distribution platform. SemiTorr is a Tualatin, Ore.-based specialty fluid handling systems and components distributor.

Ontic joins calendar

Ontic will hold a lender call at noon ET on Tuesday to launch a fungible $80 million incremental covenant-lite first-lien term loan due October 2026, a market source said.

Pricing on the incremental term loan is Libor plus 400 bps with a 0% Libor floor, in line with existing term loan pricing. Original issue discount talk is not yet available.

Nomura Securities is the left lead on the deal that will be used to repay revolver borrowings, fund cash to the balance sheet, and pay fees and expenses.

Ontic is a provider of OEM-licensed parts and aftermarket services for mature aerospace and defense platforms.

Amentum coming soon

Amentum Holdings scheduled a lender call for 2 p.m. ET on Tuesday to launch a $1.293 billion incremental first-lien term loan (B1/B) due 2029, according to a market source.

JPMorgan Chase Bank is leading the deal that will be used with equity to fund the acquisition of PAE Inc. for $10.05 per share in cash. The transaction is valued at about $1.9 billion, including the assumption of debt and certain fees.

Closing is expected by the end of this quarter, subject to PAE shareholder approval and other customary conditions, including regulatory approvals.

Amentum is a Germantown, Md.-based technical and engineering services partner. PAE is a Falls Church, Va.-based provider of operational solutions and outsourced services to meet the needs of the U.S. government, other allied governments, international organizations and companies.

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