Proofpoint changes surface; Artera Services, Tivity Health, E2open disclose price talk

By Sara Rosenberg

New York, June 9 – On the new deal front on Wednesday, Proofpoint Inc. lowered the spread on its first-lien term loan B and tightened the original issue discount.

In addition, Artera Services LLC, Tivity Health Inc. and E2open released price talk with launch, and HDT Global, Pregis (Pregis Topco LLC), Mannington Mills Inc., Burlington Stores Inc. and DRW Holdings LLC joined this week’s primary calendar.

Proofpoint flexes

Proofpoint trimmed pricing on its $2.6 billion seven-year first-lien term loan B (B2/B-/BB-) to Libor plus 325 basis points from talk in the range of Libor plus 350 bps to 375 bps and changed the original issue discount to 99.5 from 99, according to a market source.

As before, the first-lien term loan has a 0.5% Libor floor, 101 soft call protection for six months, and a ticking fee of half the margin from days 61 to 90 and the full margin thereafter.

Recommitments were due at 4 p.m. ET on Wednesday, the source added.

The company is also getting an $800 million privately placed second-lien term loan.

Goldman Sachs Bank USA, Macquarie Capital (USA) Inc., BofA Securities Inc., RBC Capital Markets, Barclays, HSBC Securities (USA) Inc., Jefferies LLC, UBS Investment Bank, Antares Capital, Ares, BMO Capital Markets, Golub, Mizuho, KKR Capital Markets, Stone Point and Thoma Bravo Credit are leading the deal that will help fund the buyout of the company by Thoma Bravo for $176.00 per share in a transaction valued at $12.3 billion.

Closing is expected in the third quarter, subject to shareholder and regulatory approvals.

Proofpoint is a Sunnyvale, Calif.-based cybersecurity and compliance company.

Artera proposed terms

Artera Services announced price talk on its $775 million incremental first-lien term loan due March 6, 2025 in connection with its bank meeting on Wednesday, according to a market source.

The term loan is talked at Libor plus 350 bps to 375 bps with a 1% Libor floor, an original issue discount of 99 and 101 soft call protection for six months, the source said.

Commitments are due on June 22.

UBS Investment Bank, BofA Securities Inc., BNP Paribas Securities Corp., Deutsche Bank Securities Inc., Mizuho, BMO Capital Markets, MUFG, Citizens Bank, Antares and Jefferies LLC are leading the deal that will be used to fund the acquisitions of Feeney Utility Services Group and K.R. Swerdfeger Construction.

Artera, a portfolio company of Clayton Dubilier & Rice, is an Atlanta-based provider of integrated infrastructure services to the natural gas and electric utility industries. Feeney is a Boston-based provider of maintenance, repair and upgrade services to natural gas utilities. K.R. Swerdfeger is a Pueblo West, Colo.-based heavy civil contractor.

Tivity Health guidance

Tivity Health held its call at 2 p.m. ET and, hours before the call began, talk on its $400 million seven-year covenant-lite first-lien term loan B emerged at Libor plus 450 bps to 475 bps with a 0% Libor floor, an original issue discount of 99 to 99.5 and 101 soft call protection for six months, a market source remarked.

The company’s $500 million of senior secured credit facilities (B2/B+) also include a $100 million five-year revolver.

Commitments are due at 5 p.m. ET on June 23, the source added.

Morgan Stanley Senior Funding Inc., Credit Suisse Securities (USA) LLC and Truist are leading the deal that will be used to refinance existing credit facilities and pay related fees, expenses and original issue discount.

Tivity is a Franklin, Tenn.-based provider of fitness and health improvement programs.

E2open reveals talk

E2open came out with original issue discount talk of 99 to 99.5 on its fungible $380 million add-on term loan B due February 2028 that launched with a call in the morning, a market source said.

Like the existing term loan B, the add-on term loan is priced at Libor plus 350 bps with a 25 bps step-down at less than 3.3x first-lien net leverage and a 0.5% Libor floor.

All of the term loan B debt is getting 101 soft call protection for six months, the source said.

The add-on term loan has a ticking fee of half the margin from days 46 to 90 and the full margin thereafter.

Commitments are due at noon ET on June 17, the source added.

Goldman Sachs Bank USA and Credit Suisse Securities (USA) LLC are leading the deal.

Based on the commitment letter, the company is also expected to get a $30 million incremental revolver.

E2open buying BluJay

E2open will use the new bank debt, along with $300 million in a common equity PIPE, to fund the acquisition of BluJay Solutions for 72.4 million shares of class A common stock and about $760 million of cash, which includes the repayment of debt, subject to certain adjustments. The transaction is valued at around $1.7 billion.

Pro forma net leverage is expected to be 4.1x fiscal year 2022 EBITDA at closing.

Closing is anticipated in the third quarter, subject to regulatory approvals, E2open shareholder approval and other customary conditions.

E2open is an Austin, Tex.-based network-based provider of cloud-based, mission-critical, end-to-end supply chain management software. BluJay is a Holland, Mich.-based cloud-based, logistics execution platform.

HDT coming soon

HDT Global set a lender call for 1 p.m. ET on Thursday to launch a $280 million term loan B, according to a market source.

RBC Capital Markets, Barclays and Societe Generale are leading the deal that will be used to help fund the buyout of the company by Nexus Capital Management LP from Charlesbank Capital Partners.

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

HDT is a Solon, Ohio-based manufacturer of highly engineered, mission‐capable infrastructure solutions across defense, aerospace and government markets.

Pregis joins calendar

Pregis scheduled a lender call for 10:30 a.m. ET on Thursday to launch a fungible $67.5 million incremental first-lien term loan due August 2026 and a repricing of its existing $232.5 million covenant-lite first-lien term loan due August 2026, a market source remarked.

The term loan debt is talked at Libor plus 400 bps with a 0.5% Libor floor and 101 soft call protection for six months, the source continued. The incremental term loan is talked with an original issue discount of 99.75 and the repricing will be offered at par.

Commitments are due at 5 p.m. ET on June 16, the source added.

Credit Suisse Securities (USA) LLC, Barclays, Deutsche Bank Securities Inc., Morgan Stanley Senior Funding Inc., UBS Investment Bank and Wells Fargo Securities LLC are leading the deal.

The incremental term loan will be used to fund growth capital expenditures and the repricing will take the existing term loan down from Libor plus 425 bps with a 0.75% Libor floor.

Pregis is a Deerfield, Ill.-based supplier of packaging systems, consumables and surface protection films.

Mannington Mills on deck

Mannington Mills will hold a lender call at 10 a.m. ET on Thursday to launch a repricing of its existing roughly $261 million term loan B, according to a market source.

RBC Capital Markets is leading the deal.

Current pricing on the term loan B is Libor plus 400 bps with a 0% Libor floor.

Mannington Mills is a Salem, N.J.-based manufacturer of flooring products for the commercial and residential construction markets.

Burlington readies loan

Burlington Stores set a lender call for 1 p.m. ET on Thursday to launch a $961 million seven-year term loan B (BBB-) talked at Libor plus 200 bps to 225 bps with a 0% Libor floor, an original issue discount of 99.5 and 101 soft call protection for six months, a market source said.

Commitments are due at noon ET on June 17, the source added.

JPMorgan Chase Bank is leading the deal that will be used to refinance an existing $961 million term loan B due November 2024.

Burlington Stores is a Burlington, N.J.-based discount retailer.

DRW plans call

DRW Holdings scheduled a lender call for 3:30 p.m. ET on Thursday to launch an incremental first-lien term loan, and discuss its recent performance and first quarter results, according to a market source.

Jefferies LLC is leading the deal.

DRW is a technology-driven electronic trading firm.

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