Software AG breaks; Carnival, kdc, Enlyte updated; Access CIG, SeaWorld and more set talk

By Sara Rosenberg

New York, Aug. 1 – Software AG (Mosel Bidco SE) set tranche sizes on its U.S. and euro term loans and tightened original issue discounts, and then the U.S. term loan freed to trade on Tuesday afternoon.

In more happenings, Carnival Corp. increased the size of its first-lien term loan B, lowered the spread and modified the issue price, kdc/one came out with tranche sizes on its U.S. and euro term loans, trimmed spreads and finalized original issue discounts at the tight end of talk, and Enlyte finalized the issue price on its add-on first-lien term at the wide end of guidance.

Also, Access CIG LLC, SeaWorld Parks & Entertainment Inc., Greystar Real Estate Partners, Installed Building Products Inc. and Charter Next Generation Inc. released price talk with launch.

Furthermore, Advisor Group Holdings Inc., Duravant LLC (Engineered Machinery Holdings Inc.) and Consilio joined this week’s new issue calendar.

Software AG tweaked

Software AG finalized its U.S. seven-year term loan size at $405 million and its euro seven-year term loan size at €640 million, versus talk at launch of €1 billion equivalent of U.S. and euro term loan debt (B2/B/BB-), with the U.S. piece to have a minimum size of $400 million, a market source remarked.

In addition, the original issue discount on the U.S. term loan was tightened to 99, from revised talk of 98.75 earlier in the day, revised talk of 98 prior to that and initial talk of 97, and the discount on the euro term loan was changed to 98.75 from revised talk of 98 and initial talk of 97, the source continued.

The U.S. term loan is priced at SOFR plus 475 basis points with a 25 bps step-down at 3.5x senior secured net leverage and a 0.5% floor, and the euro term loan is priced at Euribor plus 475 bps with 25 bps step-downs at 3.5x and 3x senior secured net leverage and a 0% floor.

Both loans have 101 soft call protection for six months, and ticking fees of half the margin for days 46 to 90 and the full margin thereafter.

Earlier in syndication, pricing on the term loans was lowered from SOFR/Euribor plus 500 bps, a 25 bps pricing step-down at 2.5x senior secured net leverage was removed from the euro term loan, the margin ratchet holiday was changed to six months from three months, the ticking fees were revised from half the margin on days 121 to 180 and the full margin thereafter, and some other modifications were made to documentation.

Software AG frees up

With the additional change to the U.S. term loan original issue discount, the recommitment deadline for Software AG’s U.S. term loan was set for 2:15 p.m. ET, and the U.S. term loan made its way into the secondary market later in the day, with levels quoted at 99¼ bid, 99¾ offered, another source added.

JPMorgan Chase Bank is the sole physical bookrunner on the deal. Banco Santander and Citigroup Global Markets Inc. are joint bookrunners.

The term loans will be used to help fund the buyout of the company by Silver Lake for €32.00 per share, implying an equity value of Software AG of about €2.4 billion.

Closing is expected in the fourth quarter.

Software AG is a Darmstadt, Germany-based software company.

Carnival modified

Carnival raised its senior secured first-lien term loan B due 2027 to $1.304 billion from $1 billion, revised price talk to a range of SOFR plus 300 bps to 325 bps from SOFR plus 350 bps, before finalizing the spread at SOFR plus 300 bps, and moved the original issue discount to 99.5 from talk in the range of 99 to 99.25, a market source said.

The spread firmed after the 2:15 p.m. ET recommitment deadline, the source added. Earlier in the day, the commitment deadline had been accelerated to 5 p.m. ET on Tuesday from noon ET on Thursday and then was moved again when the changes were announced.

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

JPMorgan Chase Bank is the left lead on the deal that will be used with $500 million of senior secured notes due 2029 to repay all, instead of a portion, of the company’s existing first-priority senior secured term loan due in 2025.

Carnival is a Miami-based cruise operator.

kdc/one revised

kdc/one is guiding its U.S. five-year first-lien term loan size at $600 million and its euro five-year first-lien term loan size at roughly $400 million equivalent, versus talk at launch of $991.7 million equivalent of U.S. and euro term loan debt, with tranche sizes to be determined, according to a market source.

Additionally, pricing on the U.S. term loan was cut to SOFR plus 475 bps from SOFR plus 500 bps, pricing on the euro term loan was lowered to Euribor plus 500 bps from Euribor plus 525 bps, and the original issue discount on both term loans (B3/B-/B) firmed at 97, the tight end of the 96 to 97 talk, the source said.

As before, both term loans have a 0% floor and 101 soft call protection for six months.

Commitments are due at 10 a.m. ET on Wednesday, accelerated from 5 p.m. ET on Wednesday, the source added.

kdc/one lead banks

UBS Investment Bank, Morgan Stanley Senior Funding Inc., BMO Capital Markets, JPMorgan Chase Bank, Goldman Sachs Bank USA, Deutsche Bank Securities Inc., Citizens, Natixis, RBC Capital Markets and KKR Capital Markets are leading kdc/one’s term loans.

The loans will be used with $500 million of senior secured notes to refinance the company’s existing first-lien credit facilities.

KDC US Holdings Inc. is the U.S. borrower, and kdc/one Development Corp. Inc. is the Canadian borrower.

kdc/one is a Longueuil, Quebec-based provider of value-added solutions to brands in the home care and beauty and personal care categories.

Enlyte firms OID

Enlyte set the original issue discount on its fungible $150 million add-on first-lien term loan (B-) due October 2028 at 97.5, the wide end of the 97.5 to 98 talk, a market source said.

Pricing on the add-on term loan is SOFR+CSA plus 375 bps with a 0.5% floor. CSA is 11.448 bps one-month rate, 26.161 bps three-month rate and 42.826 bps six-month rate.

Stone Point and KKR Capital Markets are leading the deal that will be used to repay revolver borrowings, for general corporate purposes and to fund potential acquisitions.

Enlyte, formerly known as Mitchell International Inc., is a San Diego-based provider of claims software and technology-enabled solutions to the workers’ compensation and auto insurance industries.

Access CIG guidance

Access CIG held its lender call on Tuesday afternoon and announced price talk on its $1.125 billion five-year first-lien term loan (B2/B) at SOFR plus 500 bps with a 0.5% floor and an original issue discount of 97 to 97.5, according to a market source.

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

Commitments are due at noon ET on Aug. 14, the source added.

Jefferies LLC, Macquarie Capital (USA) Inc., Nomura and Golub are leading the term loan that will be used with a new revolving credit facility to refinance the company’s existing revolver and first-lien term loan.

Access CIG is a Livermore, Calif.-based provider of records and information management solutions for highly regulated industries including health care, financial services, law, consumer, and materials & industries.

SeaWorld holds call

SeaWorld held a lender call at 11 a.m. ET on Tuesday, launching a $665 million senior secured term loan B (Ba2/BB) due Aug. 25, 2028 at talk of SOFR plus 250 bps with a 0.5% floor, a par issue price and 101 soft call protection for six months, a market source said.

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

JPMorgan Chase Bank is leading the deal that will be used with $750 million of other co-terminus five-year senior secured debt to refinance the company’s existing $1.182 billion term loan B due Aug. 25, 2028 priced at Libor plus 300 bps with a 0.5% floor and $228 million senior secured notes due 2025.

SeaWorld is an Orlando, Fla.-based theme park and entertainment company.

Greystar launches

Greystar Real Estate Partners held a lender call at 1 p.m. ET to launch a $400 million seven-year first-lien term loan (BB-) talked at SOFR plus 375 bps to 400 bps with a 0.5% floor, an original issue discount of 98 and 101 soft call protection for six months, according to a market source.

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

JPMorgan Chase Bank, Capital One, Wells Fargo Securities LLC and BofA Securities Inc. are leading the deal that will be used to redeem 5¾% senior secured notes due 2025, to repay revolver borrowings and for general corporate purposes.

Greystar is a Charleston, S.C.-based real estate company.

Installed Building repricing

Installed Building Products launched without a lender call a $492.5 million term loan B (Ba2/BB+) due Dec. 14, 2028 talked at SOFR plus 200 bps with a 0.5% floor, a par issue price, 101 soft call protection for six months and no CSA, a market source said.

Commitments are due at noon ET on Aug. 9, the source added.

RBC Capital Markets is the left lead on the deal that will be used to reprice an existing $492.5 million term loan B due Dec. 14, 2028 down from SOFR+CSA plus 225 bps with a 0.5% floor.

Installed Building Products is a Columbus, Ohio-based installer of insulation and complementary building products.

Charter Next talk

Charter Next Generation surfaced with original issue discount talk of 99.04 on its fungible $140 million add-on term loan B due 2027 that launched with a call in the morning, a market source remarked.

Like the existing term loan, the add-on term loan is priced at SOFR+CSA plus 375 bps with a 0.75% floor. CSA is 11.448 bps one-month rate, 26.161 bps three-month rate and 42.826 bps six-month rate.

Commitments are due at 5 p.m. ET on Thursday, the source added.

KKR Capital Markets is leading the deal. Jefferies LLC is the administrative agent.

The term loan will be used to repay senior PIK notes.

Charter Next Generation is a Milton, Wis.-based producer of specialty films used in flexible packaging and other end-use markets.

Advisor Group on deck

Advisor Group set a lender call for noon ET on Wednesday to launch a fungible $200 million incremental first-lien term loan due August 2028 and a $1,447,500,000 extended first-lien term loan due August 2028, according to a market source.

The term loan debt has 101 soft call protection for six months, the source said.

UBS Investment Bank is the left lead on the deal.

The incremental term loan will provide cash to the balance sheet for general corporate purposes, including mergers and acquisitions, and the extension will push out the maturity on the existing term loan from August 2026.

The company is also seeking to extend the maturity of its revolving credit facility to May 2028.

Commitments/consents are due at noon ET on Aug. 10, the source added.

Advisor Group, doing business as Osaic Holdings Inc., is a provider of a multi-custodial, wealth management model for financial advisors.

Duravant joins calendar

Duravant scheduled a lender call for 10 a.m. ET on Wednesday to launch a fungible $125 million incremental first-lien term loan due May 21, 2028 talked with an original issue discount of 99.03, a market source remarked.

Pricing on the incremental term loan matches existing term loan pricing at SOFR+CSA plus 350 bps with a 25 bps step-up at more than 5x senior secured first-lien net leverage and a 0.75% floor. CSA is 11.448 bps one-month rate, 26.161 bps three-month rate and 42.826 bps six-month rate.

Commitments are due at 3 p.m. ET on Thursday, the source added.

Jefferies LLC is the left lead on the deal that will be used to repay revolver borrowings and add cash to the balance sheet.

Duravant is a Downers Grove, Ill.-based automation solutions company providing highly engineered equipment and related aftermarket parts and services.

Consilio coming soon

Consilio emerged with plans to hold a lender call at 11 a.m. ET on Wednesday to launch a $200 million add-on first-lien term loan, according to a market source.

KKR Capital Markets and Stone Point are leading the deal. Blackstone Credit will be a lead investor.

The loan will be used to fund the acquisition of Oxo, a provider of legal services.

Consilio is a Washington, D.C.-based provider of eDiscovery and document review solutions.

Fund flows

In other news, actively managed loan fund flows on Monday were positive $15 million and loan ETFs were negative $6 million, market sources said.

Outflows for loan funds week-to-date total an estimated $50 million, compared to outflows in the prior week of $58 million, sources added.

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