McAfee, Prince, Physician Partners, Apex, White Cap break; Scientific Games, Caldic revised

By Sara Rosenberg

New York, Feb. 3 – McAfee Corp. upsized its term loan B debt, and finalized U.S. and euro tranche sizes and pricing, Prince International Corp. (PMHC II Inc.) set the spread on its first-lien term loan at the low end of guidance, and Physician Partners LLC firmed pricing on its first-lien term loan at the narrow side of talk, and then these deals freed to trade on Thursday.

Also, Apex Tool Group LLC set the spread and original issue discount on its first-lien term loan at the tight end of guidance before breaking for trading, and White Cap Supply Holdings LLC’s term loan B hit the secondary market as well.

In other news, Scientific Games Lottery revised its U.S. and euro term loan sizes, finalized spreads and adjusted the original issue discount on the U.S. tranche, and Caldic BV upsized its U.S. and euro term loan B, updated spreads and modified issue price talk.

Additionally, Ontic (Bleriot US Bidco Inc.) accelerated the commitment deadline for its incremental first-lien term loan, The Knot released price talk with launch, and Magnate Worldwide LLC joined the near-term primary calendar.

McAfee upsized

McAfee lifted its U.S. and euro seven-year term loans to a total size of $6.96 billion equivalent from a revised amount of $6.66 billion equivalent and an initial amount of $5.66 billion equivalent, according to a market source. The breakdown firmed as a $5.16 billion U.S. tranche, up from an initial size of $4.41 billion, and a $1.8 billion equivalent euro tranche, up from an initial size of $1.25 billion equivalent.

Pricing on the U.S. term loan was set at SOFR plus 400 basis points, the high end of the SOFR plus 375 bps to 400 bps talk, and one of the two 25 bps step-downs based on first-lien net leverage was removed, leaving a step-down at 5x first-lien net leverage.

The U.S. term loan still has a 25 bps initial public offering-based step-down, 10 bps CSA, a 0.5% floor, an original issue discount of 99.5 and 101 soft call protection for six months.

McAfee euro terms

Pricing on McAfee’s euro term loan finalized at Euribor plus 425 bps, the high end of the Euribor plus 400 bps to 425 bps talk, and one of three leverage-based step-downs was removed, leaving a 25 bps step-down at 5x first-lien net leverage and a 25 bps step-down at 4.5x first-lien net leverage, the source continued.

The euro term loan still has a 25 bps initial public offering-based step-down, a 0% floor, a discount of 99.5 and 101 soft call protection for six months.

Other changes made to the transaction included added a ticking fee to the term loans of half the margin from days 46 to 90 and the full margin thereafter, revising MFN to 75 bps with a 12 month sunset from 100 bps with a six month sunset, eliminating the inside maturity basket, modifying restricted payments and investments, and adding J. Crew language.

McAfee starts trading

Recommitments for McAfee’s term loans were due at 11 a.m. ET on Thursday and the U.S. loan broke for trading later in the session, with levels quoted at 99 5/8 bid, 99 7/8 offered, another source added.

Along with the term loans, the company’s now $7.96 billion of credit facilities include a $1 billion revolver.

JPMorgan Chase Bank, BofA Securities Inc., Credit Suisse, Barclays, Citigroup Global Markets Inc., HSBC Securities, RBC Capital Markets, UBS Investment Bank, BMO Capital Markets, KKR Capital Markets, Macquarie Capital, Mizuho, MUFG, Nomura, Wells Fargo Securities LLC, BNP Paribas Securities Corp., CIBC, Citizens, Credit Agricole, Fifth Third, Intesa Sanpaolo, KeyBanc Capital Markets, Natixis, Societe Generale, Standard Chartered, Stifel, SMBC, TD Securities and Bank of Nova Scotia are the leads on the deal.

McAfee being acquired

McAfee will use its term loans, $2.02 billion of senior notes, a preferred stock offering and equity to fund its buyout by an investor group led by Advent International Corp., Permira Advisers LLC, Crosspoint Capital Partners, Canada Pension Plan Investment Board, GIC Private Ltd. and Abu Dhabi Investment Authority for $26.00 per share in an all-cash transaction valued at about $12 billion on an equity value basis, and over $14 billion on an enterprise value basis after giving effect to repayment of McAfee debt.

The senior notes were downsized from $2.32 billion with the most recent upsizing to the term loans and a $1 billion secured notes offering was cancelled with the original upsizing to the term loans.

Closing on the buyout is expected in the first half of this year, subject to customary conditions, including approval by McAfee shareholders and regulatory approvals.

McAfee is a San Jose, Calif.-based provider of online protection for consumers.

Prince updated

Prince International finalized pricing on its $2.445 billion seven-year covenant-lite first-lien term loan at SOFR+CSA plus 425 bps, the low end of the SOFR+CSA plus 425 bps to 450 bps talk, a market source said.

As before, the term loan has a 0.5% floor, an original issue discount of 99.5, CSA of 10 bps one-month rate, 15 bps three-month rate and 25 bps six-month rate, and 101 soft call protection for six months.

Earlier in syndication, the term loan was upsized from $1.945 billion as the company terminated plans for a $500 million senior secured notes offering,

The company’s $2.77 billion of credit facilities (B3/B-) also include a $325 million revolver.

Credit Suisse Securities (USA) LLC, Barclays, Goldman Sachs Bank USA, Jefferies LLC, KeyBanc Capital Markets, Deutsche Bank Securities Inc., HSBC Securities (USA) Inc. and BofA Securities Inc. are leading the deal.

Prince hits secondary

Recommitments for Prince’s credit facilities were due at 10:30 a.m. ET on Thursday and the term loan freed to trade later in the day, with levels quoted at 99¾ bid, par ¼ offered, another source added.

The credit facilities will be used with $756 million in unsecured notes and $200 million of equity to fund the acquisition of Ferro Corp. for $22.00 per share in cash in a transaction valued at about $2.1 billion, including the assumption of debt, net of cash, and to refinance existing debt.

Upon closing, Prince, a portfolio company of American Securities LLC, Ferro and Chromaflo Technologies, another American Securities portfolio company, will combine into one company.

Closing is expected this quarter, subject to Ferro shareholder approval, regulatory approvals and other customary conditions.

Prince is a Houston-based developer, manufacturer and marketer of performance-critical specialty products for niche applications in the construction, electronics, consumer products, agriculture, automotive, oil & gas, industrial and other end markets. Ferro is a Mayfield Heights, Ohio-based supplier of technology-based functional coatings and color solutions. Chromaflo is an Ashtabula, Ohio-based provider of colorant technology solutions.

Physician finalized, frees

Physician Partners set pricing on its $600 million seven-year first-lien term loan at SOFR+CSA plus 400 bps, the low end of the SOFR+CSA plus 400 bps to 425 bps talk, according to a market source.

The term loan still has a 0.5% floor, an original issue discount of 99, CSA of 10 bps one-month rate, 15 bps three-month rate and 25 bps six-month rate, and 101 soft call protection for six months.

The company’s $650 million of credit facilities (B2/B) also include a $50 million revolver.

Recommitments were due at 10:30 a.m. ET on Thursday and the term loan started trading later in the date, with levels quoted at 99½ bid, par offered, another source added.

Credit Suisse Securities (USA) LLC and Truist are leading the deal that will be used to support an equity investment in the company by Kinderhook Industries.

Physician Partners is a primary care physician group and managed service organization.

Apex sets pricing, trades

Apex Tool Group finalized pricing on its $855 million seven-year senior secured first-lien term loan (B1/B-) at SOFR+CSA plus 525 bps, the low end of the SOFR+CSA plus 525 bps to 550 bps talk, and set the original issue discount at 99.5, the tight end of the 99 to 99.5 talk, a market source said.

The term loan still has a 0.5% floor, CSA of 10 bps one-month rate, 15 bps three-month rate and 25 bps six-month rate, and 101 soft call protection for six months.

During market hours, the first-lien term loan freed to trade, with levels quoted at 99 5/8 bid, par 1/8 offered, another source added.

Barclays is leading the deal that will be used with a $350 million privately placed second-lien term loan and new cash equity from Bain Capital to refinance the company’s existing capital structure.

Apex Tool is a Sparks, Md.-based manufacturer and supplier of hand and power tools for industrial, commercial and demanding do-it-yourself applications.

White Cap breaks

White Cap Supply’s $2.306 billion covenant-lite term loan B (B2/B) due October 2027 made its way into the secondary market, with levels quoted at par bid, par ¼ offered, a market source remarked.

Pricing on the term loan is SOFR plus 375 bps with a 0.5% floor and it was issued at par. The debt has 101 soft call protection for six months.

During syndication, pricing on the term loan was increased from SOFR plus 350 bps.

Deutsche Bank Securities Inc., RBC Capital Markets, Regions Bank, Wells Fargo Securities LLC, US Bank, BNP Paribas Securities Corp., Credit Suisse Securities (USA) LLC, Goldman Sachs Bank USA and Mizuho are leading the deal that will be used to reprice an existing term loan B from Libor plus 400 bps with a 0.5% Libor floor.

Closing is expected during the week of Feb. 7.

White Cap is a distributor of a diverse mix of concrete accessories and specialty construction and safety products.

Scientific Games revised

In more happenings, Scientific Games Lottery raised its U.S. seven-year covenant-lite term loan B to $2.1 billion from $1.77 billion, firmed pricing at SOFR plus 350 bps, the low end of revised talk of SOFR plus 350 bps to 375 bps and down from initial talk of SOFR plus 375 bps to 400 bps, and changed the original issue discount to 99.75 from 99.5, according to a market source.

In addition, the company scaled back its euro seven-year covenant-lite term loan B to $500 million equivalent from $750 million equivalent and set the spread at Euribor plus 400 bps, the low end of revised talk of Euribor plus 400 bps to 425 bps and down from initial talk of Euribor plus 425 bps, the source said.

As before, the U.S. term loan has a 0.5% floor, the euro term loan has a 0% floor and an original issue discount of 99.5, and 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.

Earlier in syndication, the discount on the euro term loan firmed at the tight end of the 99 to 99.5 talk.

Scientific Games leads

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 Scientific Games Lottery’s term loans.

Recommitments were due at 1 p.m. ET on Thursday and allocations are targeted for Friday morning, the source added.

The term loans will be used with $800 million of senior notes, downsized from $880 million with the U.S. term loan upsizing, 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.

Caldic reworked

Caldic increased its U.S. and euro seven-year covenant-lite term loan B (B2/B) to €990 million equivalent from €950 million equivalent, and set the breakdown of the tranche sizes as a €410 million equivalent U.S. term loan and a €580 million euro term loan, according to a market source.

Also, pricing on the U.S. term loan firmed at SOFR plus 400 bps, the low end of the SOFR plus 400 bps to 425 bps talk, one 25 bps step-down based on senior secured net leverage was removed, leaving one 25 bps step-down at 4.25x senior secured net leverage, and original issue discount was changed to a range of 99.75 to 99.875 from a range of 99 to 99.5, the source said.

Pricing on the euro term loan was set at Euribor plus 400 bps, the low end of the Euribor plus 400 bps to 425 bps talk, one 25 bps step-down based on senior secured net leverage was removed, leaving 25 bps step-downs at 4.25x and 3.75x senior secured net leverage, and discount talk was revised to a range of 99.875 to par from 99.5.

As before, the U.S. term loan has a 0.5% floor, the euro term loan has a 0% floor, and both loans have 101 soft call protection for six months.

Caldic lead banks

Goldman Sachs is an active bookrunner on Caldic’s U.S. term loan. Joint active bookrunners on the euro term loan are BNP Paribas Securities Corp., RBC Capital Markets and UBS Investment Bank. Joint passive bookrunners are Credit Suisse, Morgan Stanley Senior Funding Inc., Barclays, Jefferies LLC, ABN Amro, ING and KKR Capital Markets.

Recommitments are due at 10 a.m. ET on Friday, the source added.

The loans will be used to help fund the buyout of the company by Advent International from Goldman Sachs Asset Management, to refinance existing debt, for general corporate purposes and, due to the upsizing, to add cash to the balance sheet.

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

Caldic is a Netherlands-based provider of life sciences and specialty industrial solutions.

Ontic accelerated

Ontic moved up the commitment deadline for its fungible $80 million incremental covenant-lite first-lien term loan due October 2026 to noon ET on Monday from noon ET on Tuesday, a market source said.

Pricing on the incremental term loan is Libor plus 400 basis points with a 0% Libor floor, in line with existing term loan pricing, and the new debt is talked with an original issue discount of 99.5 to 99.75.

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.

Knot holds call

The Knot hosted a lender call at 1 p.m. ET on Thursday to launch a $175 million add-on first-lien term loan (B2/B) due December 2025 talked at SOFR+10 bps CSA plus 450 bps with a 0% floor, an original issue discount of 99.5 and 101 soft call protection for six months, a market source remarked.

Commitments are due at the end of the day on Feb. 10, the source added.

JPMorgan is leading the deal that will be used to repay an existing second-lien term loan.

With this transaction, pricing on the company’s existing $437 million first-lien term loan will change to SOFR+10 bps CSA plus 450 bps with a 0% floor from Libor plus 450 bps with a 0% Libor floor, and the company is amending its term loan to revise the change-of-control language.

The Knot, previously known as WeddingWire Inc., is a multiplatform wedding resource.

Magnate on deck

Magnate Worldwide will hold a lender meeting at 2 p.m. ET on Tuesday to launch $300 million of term loans, according to a market source.

The debt is split between a $260 million seven-year covenant-lite first-lien term loan and a $40 million delayed-draw covenant-lite term loan, the source said.

Citizens Bank is leading the deal that will be used to help fund the buyout of the company by Littlejohn & Co. LLC.

Magnate Worldwide is an asset-light third-party logistics provider with headquarters in Portland, Ore. and Chicago.

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