Ellie Mae, E.W. Scripps, Sabre, Carrols tweak loans; Staples, Greenhill accelerate deadlines

By Sara Rosenberg

New York, April 3 – In the primary market on Wednesday, Ellie Mae Inc. tightened the original issue discount on its first-lien term loan, and E.W. Scripps Co. increased the size of its term loan B, lowered the spread and adjusted the issue price.

Also, Sabre Industries upsized its term loan B, trimmed pricing and revised the original issue discount, Carrols Restaurant Group Inc. increased the size of its term loan B, and Staples Inc. and Greenhill & Co. Inc. moved up the commitment deadlines for their first-lien term loans.

Furthermore, Servpro LLC and Transact (RCP Vega Inc.) disclosed price talk with launch, and Barracuda Networks Inc. and RadNet Management Inc. emerged with new deal plans.

Ellie Mae tightened

Ellie Mae modified the original issue discount on its $965 million seven-year first-lien term loan (B2/B/BB) to 99.5 from 99, a market source said.

As before, the first-lien term loan is priced at Libor plus 400 basis points with a leveraged based step-down and a 0% Libor floor, and has 101 soft call protection for six months.

The company’s $1,425,000,000 of credit facilities also include a $75 million revolver (B2/B/BB) and a $385 million privately placed eight-year second-lien term loan.

Jefferies LLC, Macquarie Capital (USA) Inc. and Nomura are leading the deal that will be used to help fund the buyout of the company by Thoma Bravo LLC for $99.00 in cash per share, or about $3.7 billion.

Closing is expected in the second or third quarter, subject to approval by Ellie Mae stockholders and regulatory authorities, and customary conditions.

Ellie Mae is a Pleasanton, Calif.-based cloud-based platform provider for the mortgage finance industry.

E.W. Scripps revised

E.W. Scripps upsized its seven-year covenant-lite incremental term loan B (Ba3/BB) to $765 million from $525 million, reduced pricing to Libor plus 275 bps from talk in the range of Libor plus 300 bps to 325 bps and moved the original issue discount to 99.5 from 99, according to a market source.

The term loan still has a 0% Libor floor and 101 soft call protection for six months.

Recommitments are due at 3 p.m. ET on Thursday, the source continued.

Wells Fargo Securities LLC, Bank of America Merrill Lynch, J.P. Morgan Securities LLC, Morgan Stanley Senior Funding Inc. and SunTrust Robinson Humphrey Inc. are leading the deal that will be used to fund the $521 million acquisition of 15 television stations in 10 markets from Cordillera Communications.

Funds from the upsizing will be used to help finance the pending acquisition of eight television stations from the Nexstar Media Group Inc.-Tribune Media merger divestitures for $580 million, the source added.

The company disclosed in an 8-K filed with the Securities and Exchange Commission last month that it had a commitment for a $625 million term loan B from Morgan Stanley and Wells Fargo for the Nexstar-Tribune transaction.

E.W. Scripps is a Cincinnati-based broadcasting and digital media company.

Sabre reworked

Sabre Industries lifted its seven-year senior secured first-lien term loan B (B2/B) to $445 million from $425 million, cut pricing to Libor plus 450 bps from talk in the range of Libor plus 475 bps to 500 bps and adjusted the original issue discount to 99 from 98.5, a market source remarked.

In addition, the term loan now has one step-down at 0.5 times inside closing date leverage, instead of two step-downs at 0.25 times and 0.5 times inside closing date leverage, the MFN sunset was extended to 18 months from 12 months, and quarterly and annual management discussion and analysis were added, the source continued.

The term loan still has a 0% Libor floor and 101 soft call protection for six months.

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

Goldman Sachs Bank USA, Capital One, KeyBanc Capital Markets and Houlihan Lokey are leading the deal that will be used to help fund the buyout of the company by the Jordan Co. LP from Kohlberg & Co. LLC.

As a result of the term loan upsizing, the equity contribution for the buyout was reduced.

Sabre is an Alvarado, Texas-based provider of highly engineered infrastructure products and services to the utility and telecom markets.

Carrols upsizes

Carrols Restaurant Group raised its seven-year covenant-lite term loan B to $425 million from $400 million and left pricing at Libor plus 325 bps with a 0% Libor floor and an original issue discount of 99.5, according to a market source.

The loan still has 101 soft call protection for six months.

Earlier in syndication, the spread on the term loan was trimmed from Libor plus 350 bps, a 25 bps step-down at 2.75 times first-lien leverage was added and then removed, and the discount was tightened from 99.

The company’s now $525 million of senior secured credit facilities (B2/B) also include a $100 million five-year revolver.

Comments on the credit agreement are due at 9 a.m. ET on Thursday and allocations are expected thereafter, the source said.

Carrols lead banks

Wells Fargo Securities LLC, Rabobank, M&T Bank and SunTrust Robinson Humphrey Inc. are leading Carrols’ credit facilities.

Proceeds will be used to refinance debt assumed in connection with the acquisition of 166 Burger King and 55 Popeyes restaurants from Cambridge Franchise Holdings LLC, to refinance Carrols’ existing debt and for general corporate purposes. The loan upsizing funds will be used to add more cash to the balance sheet and for general corporate purposes, the source added.

Under the agreement, Cambridge will receive about 7.36 million shares of Carrols common stock, and at closing will own around 16.6% of Carrols’ outstanding common shares. Cambridge will also receive shares of 9% PIK series C convertible preferred stock that will be convertible into about 7.45 million shares of Carrols common stock at $13.50 per share.

The transaction is valued at about $238 million, including roughly $100 million of net debt assumed from Cambridge.

Carrols is a Syracuse, N.Y.-based restaurant franchisee and operator.

Staples revises deadline

Staples accelerated the commitment deadline for its $3.2 billion seven-year first-lien term loan (B1/B+) to 5 p.m. ET on Friday from Tuesday due to strong demand across the capital structure, a market source remarked.

Talk on the term loan is Libor plus 475 bps to 500 bps with a 0% Libor floor, an original issue discount of 99 and 101 soft call protection for six months.

UBS Investment Bank, Goldman Sachs Bank USA, Bank of America Merrill Lynch, Barclays, Credit Suisse Securities (USA), Deutsche Bank Securities, Jeffries LLC, KKR Capital Markets, Morgan Stanley Senior Funding Inc. and RBC Capital Markets are leading the loan that will be used with $750 million of senior secured notes and $1,375,000,000 of unsecured notes to refinance existing debt, including $1 billion of unsecured bonds that are expected to be taken out at the make-whole provision under the current indenture, and to fund a dividend.

Pro forma adjusted net secured leverage will be 3.5 times, and total net leverage will be 4.7 times.

Staples is a Framingham, Mass.-based business supplies distributor.

Greenhill accelerated

Greenhill moved up the commitment deadline for its $360 million five-year first-lien term loan (Ba2/BB) to 5 p.m. ET on Thursday from Tuesday, a market source said. The credit agreement was posted on Wednesday and comments are due at 5 p.m. ET on Thursday as well.

The term loan is talked at Libor plus 325 bps to 350 bps with a 0% Libor floor, an original issue discount of 99 and 101 soft call protection for one year.

Goldman Sachs Bank USA is leading the deal that will be used to refinance the company’s existing first-lien term loan and to fund cash to the balance sheet.

Greenhill is a New York-based independent investment bank.

Servpro sets guidance

Servpro held its bank meeting on Wednesday and released talk on its $315 million seven-year first-lien term loan (B+) at Libor plus 375 bps to 400 bps with a 25 bps leveraged based pricing step-down and an additional 25 bps step-down upon an initial public offering, 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 5 p.m. ET on April 11, the source said.

The company’s $485 million of credit facilities also include a $45 million five-year revolver (B+) and a $125 million privately placed eight-year second-lien term loan.

Jefferies LLC, Credit Suisse Securities (USA) LLC and Deutsche Bank Securities Inc. are leading the deal that will be used to help fund the acquisition of a majority stake in the company by Blackstone. The company’s founders, the Isaacson family, will be reinvesting alongside Blackstone and will continue to be significant shareholders in the business going forward.

Servpro is a Gallatin, Tenn.-based franchisor of residential and commercial property damage restoration services.

Transact reveals talk

Transact came out with talk of Libor plus 425 bps with a 0% Libor floor, an original issue discount of 99 and 101 soft call protection for six months on its $260 million seven-year covenant-lite first-lien term loan that launched with a morning bank meeting, a market source said.

Commitments are due at 10:30 a.m. ET on April 12, the source added.

Deutsche Bank Securities Inc., Macquarie Capital (USA) Inc. and UBS Investment Bank are leading the loan, which will be used to help fund the buyout of the company by Reverence Capital Partners LP from Blackboard Inc.

Closing is expected in the second quarter.

Transact is a Phoenix-based integrated payment and software solutions platform that facilitates mission-critical higher education student transactions.

Barracuda readies loan

Barracuda Networks will hold a lender call at 2:30 p.m. ET on Thursday to launch a $205 million incremental senior secured first-lien term loan B (//BB-), according to a market source.

Goldman Sachs Bank USA is leading the deal that will be used to refinance an existing $205 million second-lien term loan due 2026.

Barracuda is a Campbell, Calif.-based provider of cloud-enabled security and data protection solutions.

RadNet on deck

RadNet Management scheduled a lender call for 1 p.m. ET on Thursday to launch a fungible $100 million incremental term loan B and an amendment that would allow for increased flexibility for future strategic alternatives, a market source remarked.

Barclays is leading the deal.

The incremental loan will be used to repay revolver borrowings, fund cash to the balance sheet for potential future acquisitions and pay related fees and expenses.

RadNet is a Los Angeles-based owner and operator of outpatient diagnostic imaging centers.

Addison well met

In other news, Addison Group’s $310 million seven-year covenant-lite term loan B (B2/B) was oversubscribed ahead of Wednesday’s commitment deadline and is expected to allocate later this week, according to a market source.

The loan is talked at Libor plus 475 bps to 500 bps with a 0% Libor floor, an original issue discount of 98 to 98.5 and 101 soft call protection for six months.

Final spread and discount are still to be determined but are anticipated to be within the price talk range, the source said.

KKR Capital Markets is leading the deal that will be used to refinance existing debt.

Addison Group is a Chicago-based staffing agency.

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