Altra, Speedcast, Liquidnet break; Ultra Clean, SUSE, DigiCert, PS Logistics updates emerge

By Sara Rosenberg

New York, Sept. 26 – Altra Industrial Motion Corp. finalized the spread on its term loan at the low end of revised guidance and Speedcast International Ltd. firmed the original issue discount on its incremental first-lien term loan at the wide side of talk, and then both of these deals freed up for trading on Wednesday, and Liquidnet Holdings Inc. broke as well.

In more happenings, Ultra Clean Holdings Inc. widened the spread and original issue discount on its term loan, sweetened the call protection and made a number of documentation changes, and SUSE (Marcel BidCo) upsized its U.S. first-lien term loan and tightened spreads and issue prices on its U.S. and euro term loan debt.

Also, DigiCert Holdings Inc. set pricing on its add-on first-lien term loan and repricing of its existing first-lien term loan at the high end of guidance, and PS Logistics (PS HoldCo LLC) adjusted the issue price on its incremental first-lien term loan and added a pricing step-down to the incremental loan as well as to its first-lien term loan repricing transaction.

Furthermore, EG Group and J.D. Power released price talk with launch, and NES Global Talent Finance US LLC joined this week’s primary calendar.

Altra firms pricing

Altra Industrial Motion set the spread on its $1.34 billion seven-year covenant-light first-lien term loan at Libor plus 200 basis points, the low end of revised talk of Libor plus 200 bps to 225 bps and down from initial talk in the range of Libor plus 275 bps to 300 bps, according to a market source.

The term loan still has a 0% Libor floor, an original issue discount of 99.75 and 101 soft call protection for six months.

Previously in syndication, the discount on the term loan was changed from 99.5.

The company’s $1.64 billion of senior secured credit facilities (Ba2/BB-) also include a $300 million revolver.

Goldman Sachs Bank USA, Wells Fargo Securities LLC and J.P. Morgan Securities LLC are leading the deal.

Altra starts trading

Following pricing being set, Altra’s bank debt emerged in the secondary market, and the term loan was quoted at par ¼ bid, par 5/8 offered, a trader added.

Proceeds will be used with $400 million of notes and cash on hand to fund the combination of Altra with four operating companies from Fortive’s Automation and Specialty platform.

Total consideration to Fortive and its shareholders is about $3 billion, including $1.4 billion of cash proceeds and debt reduction for Fortive and $1.6 billion in newly issued Altra common stock to Fortive’s shareholders.

Closing is expected by the end of the year, subject to customary conditions, including the approval of Altra shareholders, IRS tax ruling and applicable tax opinions, and regulatory approvals.

Altra is a Braintree, Mass.-based designer, producer and marketer of a wide range of electromechanical power transmission and motion-control products.

Speedcast sets OID, frees up

Speedcast finalized the original issue discount on its fungible $175 million incremental senior secured first-lien term loan (Ba3/BB-) due May 2025 at 99, the wide end of the 99 to 99.5 talk, a market source said.

Pricing on the loan is still Libor plus 275 bps with a 0% Libor floor, and the debt still has 101 soft call protection for six months.

As previously reported, pricing on the company’s existing first-lien term loan is being increased to Libor plus 275 bps with a 0% Libor floor from Libor plus 250 bps with a 0% Libor floor to match the incremental term loan pricing.

In the morning, after terms firmed up, the loan broke for trading, with levels were quoted at 99 1/8 bid, 99 5/8 offered, the source added.

Credit Suisse Securities (USA) LLC is leading the deal.

Speedcast buying Globecomm

Speedcast’s incremental loan will be used to fund the acquisition of Globecomm Systems Inc. from HPS Investment Partners LLC and Tennenbaum Capital Partners LLC for an estimated net purchase consideration of $135 million, including expected purchase price adjustments, and to repay some revolver borrowings.

Pro forma last-12-months net debt to EBITDA is expected at 3.3 times for June 2018, including Globecomm contribution to EBITDA and anticipated cost synergies.

Closing is expected in the fourth quarter, subject to regulatory approvals and other customary conditions.

Speedcast is an Australia-based provider of remote communication and IT solutions. Globecomm is a Hauppauge, N.Y.-based provider of remote communications and multi-network infrastructure.

Liquidnet breaks

Liquidnet’s $190 million senior secured first-lien term loan (Ba3/B+) due July 2024 also began trading during the session, with levels seen at par bid, par ¾ offered, a market source remarked.

Pricing on the loan is Libor plus 325 bps with a 1% Libor floor and it was issued at par. The debt has 101 soft call protection for six months.

Jefferies LLC is leading the deal that will be used to reprice an existing term loan down from Libor plus 375 bps with a 1% Libor floor.

Liquidnet is a New York-based regulated agency securities broker.

Idera holds steady

Also in trading, Idera Inc.’s fungible $95 million incremental senior secured first-lien term loan (B2/B-) due June 29, 2024 was quoted at par ¼ bid, 101 offered, in line with where it broke late Tuesday afternoon, according to a market source.

Pricing on the incremental loan is Libor plus 450 bps with a 1% Libor floor, which matches existing term loan pricing, and the new debt was sold at an original issue discount of 99.75.

During syndication, the incremental loan was upsized from $65 million and the discount was tightened from 99.5.

Jefferies LLC is leading the deal that will be used to fund three strategic acquisitions and for general corporate purposes, and due to the recent upsizing, to repay $30 million of existing second lien term loan borrowings.

Idera is a Houston-based provider of software tools for databases.

Encino trades above OID

Encino Acquisition Partners Holdings LLC’s $550 million seven-year senior secured second-lien term loan (B2/BB-/BB-) was quoted at par bid, 101 offered on Wednesday, a trader remarked. The debt broke for trading on Tuesday.

Pricing on the term loan is Libor plus 675 bps with a 1% Libor floor and it was sold at an original issue discount of 99. The debt is non-callable for one year, then at 102 in year two and 101 in year three.

During syndication, pricing on the loan was increased from Libor plus 625 bps, the pari incremental incurrence ratio was reduced to 2 times from 2.75 times, the unlimited restricted payment ratio was reduced to 2 times from 2.5 times, the MFN sunset was eliminated, the MFN threshold amount was eliminated and the inside amount was eliminated.

Jefferies LLC, Citigroup Global Markets Inc. and BMO Capital Markets are leading the deal that will be used to help fund the acquisition of the Ohio Utica Assets from Chesapeake Energy Corp. for about $2 billion.

Closing is expected in mid-October.

Encino Acquisition is a Houston-based oil and gas company. The company was formed in 2017 through a partnership with Canada Pension Plan Investment Board.

Ultra Clean reworked

Back in the primary market, Ultra Clean raised pricing on its $350 million seven-year term loan B to Libor plus 450 bps from talk in the range of Libor plus 375 bps to 400 bps, moved the original issue discount to 98.5 from 99.5 and extended the 101 soft call protection to one year from six months, while leaving the 0% Libor floor intact, a market source said.

Additionally, the MFN was changed to 50 bps for life from having a six month sunset and the carve-outs were removed, the excess cash flow sweep was increased to 100% with steps from 50% with steps, the $50 million available amount starter basket was removed, and a $20 million cap was put on non-guarantor debt basket, versus previous plans for $50 million and 30% EBITDA, the source continued.

Also, the incremental free and clear was revised to $125 million with no grower component from $125 million and 85% EBITDA, the incremental first-lien net leverage ratio was changed to up to 1.5 times from 2.5 times, and the incremental secured and total net leverage ratio was adjusted to up to 2.50 times from 3 times.

Furthermore, EBITDA add-backs were changed to put a 20% cap on synergies/run-rate add-backs, and 12 months look-forward, from no cap and 24 months look-forward, general purpose secured debt received a $50 million cap, versus $50 million and 30% EBITDA previously, restricted payments got a $20 million cap and total net leverage no greater than 1 times, compared to $35 million and 21% EBITDA, and total net leverage no greater than 2.25 times previously, and investments in non-guarantor subsidiaries were changed to unlimited subject to 1.5 times total net leverage from unlimited subject to 2.75 times total net leverage.

Ultra Clean getting revolver

Along with the term loan, Ultra Clean’s $415 million of credit facilities (B1/B+) include a $65 million five-year revolver.

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

Barclays is leading the deal that will be used to support the acquisition of Quantum Global Technologies LLC for $342 million in cash, which was completed in late August.

Pro forma total debt to adjusted EBITDA is 2.2 times and pro forma net debt to adjusted EBITDA is 1.5 times.

Ultra Clean is a Hayward, Calif.-based developer and supplier of critical subsystems for the semiconductor and display capital equipment industries. Quantum Global is a Quakertown, Pa.-based provider of ultra-high purity outsourced parts cleaning, process tool part recoating, surface treatment and analytical services to the semiconductor and related industries.

SUSE revises deal

SUSE raised its U.S. seven-year first-lien term loan to $360 million from $325 million, trimmed pricing on the U.S. loan to Libor plus 325 bps from revised talk of Libor plus 350 bps and initial talk of Libor plus 400 bps, cut pricing on its $350 million equivalent euro seven-year first-lien term loan to Euribor plus 350 bps from revised talk of Euribor plus 375 bps and initial talk of Euribor plus 425 bps, modified the original issue discount on both tranches to 99.875 from revised talk of 99.75 and initial talk of 99.5, and removed from both loans the 25 bps step-down at 4.5 times senior secured net leverage, a market source remarked.

The term loans still have a 0% floor and 101 soft call protection for six months.

Recommitments for the U.S. tranche were due at 5 p.m. ET on Wednesday, the source added.

J.P. Morgan Securities LLC, Deutsche Bank Securities Inc., Goldman Sachs Bank USA and Jefferies LLC are leading the deal that will be used to help fund the buyout of the company by the EQT VIII fund from Micro Focus International plc for $2,535,000,000. The amount of equity being used for transaction is being reduced by the funds from the term loan upsizing.

Closing is subject to Micro Focus shareholder and customary regulatory approvals.

SUSE is a Nuremberg, Germany-based provider of open source infrastructure software.

DigiCert finalizes spread

DigiCert firmed pricing on its $100 million add-on first-lien term loan due 2024 and on the repricing of its existing $1,346,625,000 first-lien term loan due 2024 at Libor plus 400 bps, the wide end of the Libor plus 375 bps to 400 bps talk, and left the 0% Libor floor and par issue price unchanged, according to a market source.

Commitments were due at 5 p.m. ET on Wednesday, the source said.

UBS Investment Bank, Credit Suisse Securities (USA) LLC, Jefferies LLC, Goldman Sachs Bank USA and Macquarie Capital (USA) Inc. are leading the deal.

The add-on term loan will be used to repay some second-lien term loan borrowings, and the repricing will take the existing term loan down from Libor plus 475 bps with a 1% Libor floor.

DigiCert is a Lehi, Utah-based provider of scalable security solutions.

PS changes emerge

PS Logistics tightened the issue price on its fungible $20 million incremental first-lien term loan due March 2025 to par from 99.75, and added a step-down to Libor plus 450 bps when leverage is less than 3.25 times to the incremental loan and to the repricing of its existing $250 million first-lien term loan due March 2025, a market source said.

Opening pricing on the incremental loan and on the repricing remained at Libor plus 475 bps with a 1% Libor floor, and the debt still has 101 soft call protection for six months.

Recommitments were due on Wednesday and allocations are expected on Thursday, the source added.

UBS Investment Bank is leading the deal.

The incremental loan will be used to fund a distribution and the repricing will take the existing loan down from Libor plus 525 bps with a 1% Libor floor.

PS Logistics is a flatbed transportation solutions provider.

EG Group guidance

EG Group held its call on Wednesday and announced price talk on its $310 million equivalent U.S. and euro add-on senior secured term loan B due February 2025, according to a market source.

Talk on the U.S. tranche is Libor plus 400 bps with a 0% Libor floor and an original issue discount of 99.75, and talk on the euro tranche is Euribor plus 400 bps with a 0% floor and a par issue price, the source said.

Commitments are due at noon ET on Oct. 1.

Barclays is leading the deal that will be used to fund the acquisition of Minit Mart from TravelCenters of America LLC and pay related costs and expenses.

EG Group is a Blackburn, U.K.-based operator of filling stations and convenience stores.

J.D. Power talk

J.D. Power launched on its morning lender call a $541 million first-lien term loan (B2/B) due September 2023 talked at Libor plus 350 bps to 375 bps with a 1% Libor floor, a par issue price and 101 soft call protection for six months, a market source remarked.

Commitments are due on Oct. 3, the source added.

Credit Suisse Securities (USA) LLC is leading the deal that will be used to reprice an existing first-lien loan down from Libor plus 425 bps with a 1% Libor floor.

J.D. Power is a Costa Mesa, Calif.-based consumer data and analytics company.

NES readies loan

NES Global Talent set a lender call for 9 a.m. ET on Thursday to launch a $60 million tack-on first-lien term loan due May 2023 talked at Libor plus 550 bps with a 1% Libor floor and an original issue discount of 99, a market source said.

Commitments are due on Oct. 4, the source added.

Credit Suisse Securities (USA) LLC is leading the deal that will be used to fund a tuck-in acquisition.

NES is an Altrincham, England-based provider of specialty manpower solutions to the oil and gas, power, chemicals infrastructures and life sciences sectors.

Cook & Boardman set deadline

In other news, Cook & Boardman Group announced a commitment deadline of Oct. 10 on its $212 million seven-year first-lien term loan (B3/B) that launched with a morning bank meeting, according to a market source.

As previously reported, the term loan is talked at Libor plus 550 bps to 575 bps with a 1% Libor floor, an original issue discount of 99 and 101 soft call protection for one year.

Goldman Sachs Bank USA, SunTrust Robinson Humphrey Inc. and KKR Capital Markets are leading the deal that will be used to help fund the buyout of the company by Littlejohn & Co.

Cook & Boardman is a Winston-Salem, N.C.-based distributor of architectural doors, frames, door hardware and related building products.

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