Stetson Midstream, Sivantos, WorldStrides break; Valtris reworked; United Site accelerated

By Sara Rosenberg

New York, July 24 – Stetson Midstream finalized the spread on its term loan B at the low end of revised talk and extended the call protection before freeing up for trading on Tuesday, and deals from Sivantos Group (Auris Luxembourg III Sarl) and WorldStrides hit the secondary market too.

In more happenings, Valtris Specialty Chemicals (Polymer Additives Inc.) upsized its first-lien term loan, removed the second-lien term loan from the capital structure, and widened the spread and issue price on the first-lien debt, and United Site Services (USS Ultimate Holdings Inc.) accelerated the commitment deadline on its incremental term loans.

Furthermore, Global Business Travel Holdings Ltd. (Amex GBT) released price talk on its term loan B with launch, and Verifone Systems Inc., AppLovin Corp., Advisor Group Inc., Cetera Financial Group, AIS HoldCo LLC (Affinion Insurance Solutions) and Marriott Vacations Worldwide Corp. joined the near-term calendar.

Stetson updated

Stetson Midstream set pricing on its $1 billion seven-year senior secured term loan B (Ba3/B+/BB-) at Libor plus 425 basis points, the tight end of revised talk of Libor plus 425 bps to 450 bps but higher than initial talk of Libor plus 375 bps, and extended the 101 soft call protection to one year from six months, according to a market source.

As before, the term loan has a 0% Libor floor and an original issue discount of 98.5.

Previously in syndication, the discount on the loan widened from 99.5, the MFN sunset was removed, the incremental facility was trimmed to $150 million from $250 million, and the excess cash flow sweep step-down to 0% was changed to take place at less than 2.5 times total leverage from at less than 3.5 times total leverage. The excess cash flow sweep remained at 75% if total leverage is more than 5 times and 50% if total leverage is less than 5 times but more than 2.5 times.

Stetson starts trading

By late day, Stetson Midstream’s term loan B emerged in the secondary market and levels were seen at 99¼ bid, par ¼ offered, another source added.

Goldman Sachs Bank USA, Barclays, Bank of America Merrill Lynch, RBC Capital Markets and Credit Suisse Securities (USA) LLC are leading the deal that will be used to finance the acquisition of equity interests in ENLK, ENLC and EnLink Midstream Manager.

Stetson Midstream is a diversified U.S. midstream platform.

Sivantos frees up

Sivantos Group’s $1.1 billion seven-year covenant-light term loan B (B2/B+) broke for trading as well, with levels quoted at par ½ bid, 101¼ offered, a trader said.

Pricing on the term loan is Libor plus 375 bps with a 0% Libor floor and it was sold at an original issue discount of 99.5.

The company is also getting a €1.7 billion seven-year covenant-light term loan B (B2/B+) priced at Euribor plus 400 bps with a 0% floor and issued at par.

Both term loans have 101 soft call protection for six months and a ticking fee of half the margin from days 31 to 75 and the full margin thereafter.

During syndication, pricing on the U.S. loan firmed at the low end of the Libor plus 375 bps to 400 bps talk, pricing on the euro loan was set at the high end of the Euribor plus 375 bps to 400 bps talk, the issue price on the euro loan was tightened from 99.5, the ticking fee on both loans was revised from half the margin from days 61 to 90 and the full margin thereafter, the MFN was changed to 50 bps with no sunset from 75 bps with a 12 month sunset, the incremental was modified and the restricted payment starter basket was eliminated.

Sivantos getting revolver

In addition to the U.S. and euro term loans, Sivantos’ credit facilities include a €200 million 6.5-year revolver (B2/B+).

J.P. Morgan Securities LLC, Deutsche Bank Securities Inc. and Goldman Sachs are leading the debt, with JPMorgan the left lead on the U.S. loan and Deutsche the left lead on the euro loan.

Proceeds will be used to fund the merger of Sivantos and Widex, both manufacturers and wholesalers of hearing aid devices, and to refinance existing debt.

The combined company will be based in Lynge, Denmark, and Singapore.

WorldStrides hits secondary

WorldStrides’ fungible $85 million add-on senior secured term loan B due December 2024 began trading too, with levels seen at 99¾ bid, par ¾ offered, a market source remarked.

The add-on term loan is priced at Libor plus 400 bps with a step-down to Libor plus 375 bps at 5.1 times first-lien net leverage and a 1% Libor floor, in line with the existing term loan B, and was sold at an original issue discount of 99. The debt has 101 soft call protection for six months.

Goldman Sachs Bank USA is leading the deal that will be used to fund the acquisition of Envision.

WorldStrides is a Charlottesville, Va.-based educational student travel and study abroad organization.

Valtris restructured

Back in the primary market, Valtris Specialty Chemicals lifted its seven-year covenant-light first-lien term loan to $405 million from $300 million, raised pricing to Libor plus 600 bps from talk in the range of Libor plus 450 bps to 475 bps and changed the original issue discount to 98 from 99, while leaving the 0% Libor floor and 101 soft call protection for six months intact, a market source said.

Also, the company cancelled plans for a $105 million eight-year covenant-light second-lien term loan that was talked at Libor plus 850 bps to 875 bps with a 0% Libor floor, a discount of 98 and call protection of 102 in year one and 101 in year two.

The deal first came to market in June as a $300 million first-lien term loan talked at Libor plus 400 bps with a 0% Libor floor and an original issue discount of 99.5, and a $105 million second-lien term loan was talked at Libor plus 800 bps with a 0% Libor floor and a discount of 99, but was then relaunched on July 13 with revised price talk.

Valtris deadline

Recommitments for Valtris’ restructured loan transaction are due at noon ET on Thursday, the source added.

Deutsche Bank Securities Inc. and RBC Capital Markets are leading the deal that will be used to fund the potential purchase of certain assets from Ineos, subject to regulatory approvals, and to refinance existing debt.

Valtris, an H.I.G. Capital portfolio company, is an Independence, Ohio-based manufacturer of specialty chemicals producing a diverse set of polymer modifiers, lubricants and stabilizers primarily used as additives in the production of plastics.

United Site shutting early

United Site Services accelerated the commitment and consent deadline on its fungible $125 million incremental covenant-light first-lien term loan due Aug. 25, 2024, fungible $50 million incremental covenant-light second-lien term loan due Aug. 25, 2025 and amendment to 4 p.m. ET on Wednesday from noon ET on Thursday, a market source remarked.

Pricing on the incremental first-lien term loan is Libor plus 375 bps with a step-down to Libor plus 350 bps when corporate ratings are B2/B or better and a 1% Libor floor, and pricing on the incremental second-lien term loan is Libor plus 775 bps with a step-down to Libor plus 750 bps when corporate ratings are B2/B or better and a 1% Libor floor, in line with existing first-and second-lien term loan pricing.

The incremental first-lien term loan is talked with an original issue discount of 99.5 and the incremental second-lien term loan is talked with a discount of 99.25.

The first-lien term loan is getting 101 soft call protection for six months, and call protection on the incremental second-lien term loan will be the same as the call protection on the existing second-lien loan.

United Site lead banks

Bank of America Merrill Lynch, Morgan Stanley Senior Funding Inc., Jefferies LLC, Goldman Sachs Bank USA and Deutsche Bank Securities Inc. are leading United Site Services’ $175 million of incremental term loans.

Proceeds will be used to replenish cash funds used for a recent acquisition and to fund two additional acquisitions currently under letters of intent, and about $34 million of the proceeds will be cash added to the balance sheet to support additional near-term acquisition activity.

Existing lenders are being offered a 50 bps consent fee for the amendment.

United Site Services is a Westborough, Mass.-based provider of portable restrooms, temporary fence and related site services.

Global Business guidance

Global Business Travel held its lender presentation at 1:30 p.m. ET on Tuesday, after moving the time up from 2:30 p.m. ET, and announced price talk on its $250 million seven-year covenant-light term loan B (BBB-/BBB), a market source said.

The term loan B is talked at Libor plus 275 bps to 300 bps with a 1% Libor floor, an original issue discount of 99.5 and 101 soft call protection for six months.

Commitments are due at noon ET on Aug. 3, the source added.

Morgan Stanley Senior Funding Inc. and Goldman Sachs Bank USA are leading the deal that will be used with cash on hand to fund the acquisition of Hogg Robinson Group plc, repurchase some of Hogg Robinson’s debt, pay related fees and expenses, and for other general corporate purposes.

Global Business Travel is a travel management company. Hogg Robinson is a B2B services company specializing in travel management.

Verifone readies deal

Also in the primary market, Verifone set a bank meeting for 12:30 p.m. ET in New York on Wednesday to launch its $2.2 billion of senior secured credit facilities, according to a market source.

The facilities consist of a $250 million revolver, a $1.65 billion seven-year covenant-light first-lien term loan that has 101 soft call protection for six months, and a $300 million eight-year covenant-light second-lien term loan that has call protection of 102 in year one and 101 in year two, the source said.

Commitments are due at 5 p.m. ET on Aug. 8.

Credit Suisse Securities (USA) LLC, Barclays and RBC Capital Markets are leading the deal that will be used with about $1,629,000,000 of equity to fund the buyout of the company by an investor group led by Francisco Partners for $23.04 per share in cash, representing a total consideration of about $3.4 billion, which includes Verifone’s net debt.

Closing is expected in the third quarter, subject to customary conditions, and receipt of stockholder and regulatory approvals.

Verifone is a San Jose, Calif.-based company that makes secure electronic payment equipment.

AppLovin joins calendar

AppLovin will hold a bank meeting at 10 a.m. ET in New York on Wednesday to launch an $820 million seven-year covenant-light term loan B, a market source said.

Bank of America Merrill Lynch and KKR Capital Markets are leading the deal that will be used with a minority investment from KKR to repurchase 100% of the company’s outstanding convertible promissory notes and to pay fees and expenses.

KKR is making a $400 million investment in the company.

AppLovin is a Palo Alto, Calif.-based mobile monetization platform that enables performance-based user acquisition campaigns for mobile game and other app developers.

Advisor Group coming soon

Advisor Group emerged with plans to hold a bank meeting at 1 p.m. ET on Thursday to launch $700 million of credit facilities, according to a market source.

The facilities consist of a $100 million five-year revolver and a $600 million seven-year first-lien term loan, the source said.

Barclays is the left lead on the deal that will be used to refinance existing debt, finance the acquisition of Signator Investors Inc., a broker-dealer and investment advisor, fund a dividend to existing shareholders, and pay transaction fees and expenses.

Lightyear Capital and PSP Investments are the sponsors.

Advisor Group is a Phoenix-based network of independent financial advisory firms.

Cetera timing surfaces

Cetera Financial Group scheduled a bank meeting for Aug. 1 to launch its previously announced $1,115,000,000 of credit facilities, a market source remarked.

The facilities consist of a $100 million revolver, a $775 million first-lien term loan and a $240 million second-lien term loan.

UBS Investment Bank, Deutsche Bank Securities Inc., Goldman Sachs Bank USA, SunTrust Robinson Humphrey Inc., Antares Capital and Jefferies LLC are leading the deal that will be used to help fund the buyout of the company by Genstar Capital.

Leverage through the second-lien debt will be about 5.5 times.

Closing is subject to regulatory approvals and other customary conditions.

Cetera is an El Segundo, Calif.-based network of financial advisors.

AIS sets launch

AIS HoldCo intends to hold a bank meeting at noon ET on Thursday to launch $450 million of credit facilities, according to a market source.

The facilities consist of a $25 million revolver, a $315 million seven-year first-lien term loan that has 101 soft call protection for six months, and a $110 million eight-year second-lien term loan that has hard call protection of 102 in year one and 101 in year two, the source said.

Jefferies LLC is leading the deal, which will be used to help fund the buyout of the company by Mill Point Capital from Affinion Group LLC.

Closing is expected in the third quarter.

AIS is a Franklin, Tenn.-based business services platform with expertise in the distribution, marketing and administration of a broad range of simplified, guaranteed-issue insurance products.

Marriott Vacations on deck

Marriott Vacations Worldwide will hold a bank meeting on Thursday to launch $1.5 billion of credit facilities, according to a market source.

The facilities consist of a $600 million revolver and a $900 million seven-year term loan B, the source said.

Commitments are due on Aug. 9.

J.P. Morgan Securities LLC, Bank of America Merrill Lynch, SunTrust Robinson Humphrey Inc., Deutsche Bank Securities Inc., Wells Fargo Securities LLC and Credit Suisse Securities (USA) LLC are leading the deal that will be used to help fund the acquisition of ILG for $14.75 in cash and 0.165 shares of Marriott Vacations common stock for each ILG share. The transaction has an implied equity value of about $4.7 billion.

Closing is expected in the second half of 2018, subject to customary conditions, including regulatory approvals and approval by shareholders of both companies.

Marriott Vacations is an Orlando, Fla.-based pure-play vacation ownership company. ILG is a Miami-based provider of vacation experiences.

Spring Education well met

In other news, Spring Education Group’s (SSH Group Holdings Inc.) credit facilities were nicely oversubscribed by Tuesday’s commitment deadline, a market source said.

The facilities consist of a $40 million revolver (B2/B-), a $535 million first-lien term loan (B2/B-) and a $225 million second-lien term loan (Caa2/CCC).

Talk on the first-lien term loan is Libor plus 425 bps to 450 bps with a 0% Libor floor, a discount of 99.5 and 101 soft call protection for six months, and talk on the second-lien term loan is Libor plus 825 bps to 850 bps with a 0% Libor floor, a discount of 99 and hard call protection of 102 in year one and 101 in year two.

Final terms and allocations will most likely surface on Thursday, the source added.

Macquarie Capital (USA) Inc. is leading the deal that will be used to help fund the acquisition of Nobel Learning Communities Inc., a West Chester, Pa.-based network of private schools, from Investcorp and the purchase of California schools of LePort Montessori.

Spring Education, a Primavera Capital Group portfolio company, is a provider of pre-K through 12 grade education.

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