Mitchell, Domtar, Zelis, Spirit AeroSystems break; Mirion moves commitment deadline

By Sara Rosenberg

New York, Oct. 1 – Mitchell International Inc. set pricing on its term loans at the low end of talk, and tightened the original issue discount and sweetened the call premium on its first-lien tranche, and Domtar Corp. lifted the spread on its term loan B debt and extended the call protection, and then these deals broke for trading on Friday.

Also, ahead of freeing up, Zelis Payments Buyer Inc. downsized its delayed-draw term loan and revised ticking fees, and tweaked the original issue discount on the delayed-draw and funded term loan debt, and Spirit AeroSystems Holdings Inc. finalized the spread and issue price on its term loan B at the tight end of revised talk.

In more happenings, Mirion Technologies Inc. accelerated the commitment deadline for its first-lien term loan B, and Medallion Midland Acquisition LP, MKS Instruments Inc. and Aggreko plc joined the near-term primary calendar.

Mitchell modified

Mitchell International finalized pricing on its $2.475 billion seven-year first-lien term loan B (B2/B-) at Libor plus 375 basis points, the low end of the Libor plus 375 bps to 400 bps talk, changed the original issue discount to 99.25 from 99 and extended the 101 soft call protection to one year from six months, according to a market source.

The company also firmed pricing on its $525 million eight-year second-lien term loan (Caa2/CCC) at Libor plus 650 bps, the low end of the Libor plus 650 bps to 675 bps talk, and revised the credit agreement to include Serta & J. Crew provisions, the source said.

The first-lien term loan still has a 0.5% Libor floor and a reset of the call protection upon a permitted change of control, and the second-lien term loan still has 0.5% Libor floor, a discount of 99 and call protection of 102 in year one and 101 in year two.

Recommitments were due at 1 p.m. ET on Friday, the source added.

Mitchell frees up

Mitchell’s bank debt made its way into the secondary market in the afternoon, with the first-lien term loan quoted at 99 3/8 bid, 99 7/8 offered and the second-lien term loan quoted at par bid, another source added.

Goldman Sachs Bank USA, KKR Capital Markets, SPC, Barclays, BofA Securities Inc., Wells Fargo Securities LLC, Golub, Truist, Citizens and Stifel are leading the deal. Goldman is the left lead on the first-lien loan and KKR is the left lead on the second-lien loan.

The loans will be used with cash on the balance sheet to refinance existing debt and pay a dividend to shareholders.

Mitchell is a San Diego-based provider of claims software and technology-enabled solutions to the workers’ compensation and auto insurance industries.

Domtar revised

Domtar widened pricing on its $525 million seven-year term loan B and $250 million delayed-draw term loan B to Libor plus 550 bps from talk in the range of Libor plus 500 bps to 525 bps, extended the 101 soft call protection to one year from six months, and changed amortization to 1% for fiscal year 2022 and 5% thereafter from 1% per annum, a market source said.

As before, the term loan debt has a 0.75% Libor floor and an original issue discount of 99, and ticking fees on the delayed-draw term loan are half the margin from days 31 to 60 and the full margin thereafter.

Barclays, BMO Capital Markets, Credit Suisse Securities (USA) LLC and Wells Fargo Securities LLC are leading the $775 million of senior secured term loans (Ba2/BB+/BB+).

Final commitments for were due at noon ET on Friday.

Domtar hits secondary

In the afternoon, Domtar’s bank debt freed to trade, with the strip of funded and delayed-draw term loan quoted at 99¼ bid, 99¾ offered, another source added.

The loans will be used with $775 million of senior secured notes to fund the acquisition of the company by Paper Excellence BV for $55.50 per share and finance the potential redemption of Domtar’s existing senior unsecured notes. The delayed-draw term loan is available for 90 days and only to fund redemptions of the senior unsecured notes through a change-of-control offer.

Closing is expected this year, subject to customary conditions.

Upon closing, Paper Excellence intends to continue the operations of Domtar as a stand-alone business entity.

Domtar is a Fort Mill, S.C.-based provider of fiber-based products, including communication, specialty and packaging papers, market pulp and airlaid nonwovens. Paper Excellence is a British Columbia-based diversified manufacturer of pulp and specialty, printing, writing and packaging papers.

Zelis downsizes

Zelis Payments scaled back its delayed-draw covenant-lite term loan due Sept. 30, 2026 to $200 million from $300 million, shortened the availability to one year from two years, and changed the ticking fees to half the margin from days 31 to 60 and the full margin thereafter from half the margin from days 61 to 120 and the full margin thereafter, a market source remarked.

Furthermore, the original issue discount on the delayed-draw term loan and the company’s $550 million senior secured covenant-lite term loan B due Sept. 30, 2026 was revised to 99.27 from talk in the range of 99 to 99.25, the source continued.

Pricing on the term loans remained at Libor plus 350 bps with a 0% Libor floor, and the debt still has 101 soft call protection for six months.

Morgan Stanley Senior Funding Inc., Deutsche Bank Securities Inc., Antares Capital, Credit Suisse Securities (USA) LLC, Truist, UBS Investment Bank, Jefferies LLC and Goldman Sachs Bank USA are leading the deal.

Zelis starts trading

Recommitments for Zelis’ term loans were due at 2 p.m. ET on Friday, and the strip of funded and delayed-draw debt broke for trading later in the day, with levels quoted at 99 3/8 bid, 99¾ offered, a trader added.

The term loan B will be used to fund the acquisition of Sapphire Digital as well as transaction fees and expenses, and the delayed-draw term loan will be used to fund future acquisitions, capital expenditure, or other investments, and the payment of related fees and expenses.

Closing is expected during the week of Oct. 18.

Zelis is a Bedminster, N.J.-based health care and financial technology company. Sapphire is a provider of a health care consumer shopping and navigation platform.

Spirit updated, breaks

Spirit AeroSystems firmed pricing on its $600 million term loan B (Ba2/BB-) due January 2025 at Libor plus 375 bps, the low end of revised talk of Libor plus 375 bps to 400 bps and down from initial talk in the range of Libor plus 425 bps to 450 bps, and set the issue price at par, the tight end of revised talk of 99.75 to par and tighter than initial talk of 99.5, according to a market source.

The 0.5% Libor floor and 101 soft call protection for six months on the term loan were unchanged.

During the session, the term loan B began trading, with levels quoted at par 3/8 bid, par ¾ offered, another source added.

BofA Securities Inc. is the left lead on the deal that will be used to refinance an existing term loan B due January 2025 priced at Libor plus 525 bps with a 0.75% Libor floor and for general corporate purposes.

Spirit AeroSystems is a Wichita, Kan.-based designer and builder of aerostructures for both commercial and defense customers.

Mirion tweaks timing

In other news, Mirion Technologies accelerated the commitment deadline for its $830 million seven-year first-lien term loan B (B1/B) to 5 p.m. ET on Monday from Tuesday, a market source said.

Talk on the term loan is Libor plus 350 bps with a 0.5% Libor floor, an original issue discount of 99 and 101 soft call protection for six months.

Goldman Sachs Bank USA, Citigroup Global Markets Inc., JPMorgan Chase Bank and Jefferies LLC are leading the deal that will be used with balance sheet cash, cash held in trust and PIPE proceeds to pay down existing debt, add cash to balance sheet, and fund the business combination of GS Acquisition Holdings Corp. II with the ultimate parent company of Mirion Technologies Inc.

Closing is expected this year, subject to certain conditions, including regulatory approvals and approval by GS Acquisition stockholders.

Mirion, currently a Charterhouse Capital Partners LLP portfolio company, is an Atlanta-based provider of mission-critical radiation detection and measurement solutions.

Medallion on deck

Medallion Midland set a lender call for 1 p.m. ET on Monday to launch a $835 million of senior secured credit facilities, according to a market source.

The facilities consist of a $100 million five-year super priority revolver and a $735 million seven-year senior secured term loan, the source said.

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

Jefferies, Cadence, National Australia Bank and PNC Bank are leading the deal that will be used to refinance an existing term loan and a $50 million revolver.

Medallion Midland is an Irving, Tex.-based midstream company focused on crude oil transportation in the Midland Basin.

MKS readies deal

MKS Instruments scheduled a lender call for 10:30 a.m. ET on Wednesday to launch a $4.28 billion seven-year term loan and a $1 billion equivalent euro seven-year term loan, a market source remarked.

The term loans (Ba1/BB-/BBB-) have 101 soft call protection for six months, the source said.

Based on filings with the SEC, the company is also expected to get a $500 million five-year revolver.

JPMorgan Chase Bank, Barclays, BofA Securities Inc., HSBC Securities, Citigroup Global Markets Inc. and Mizuho are leading the deal that will be used with cash on hand to fund the acquisition of Atotech Ltd. for $16.20 in cash and 0.0552 of a share of MKS common stock per Atotech share, and to refinance existing credit facilities. The equity value of the transaction is $5.1 billion, and the enterprise value is about $6.5 billion.

Estimated gross leverage will be under 4x, and net leverage will be under 3.5x.

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

MKS is an Andover, Mass.-based provider of technologies that enable advanced processes and improve productivity. Atotech is a Berlin-based specialty chemicals technology company.

Aggreko coming soon

Aggreko will hold a lender call at 10 a.m. ET on Monday to launch a roughly $1.35 billion equivalent (£1 billion equivalent) U.S. and euro five-year covenant-lite first-lien term loan, according to a market source.

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

Commitments are due at 11 a.m. ET on Oct. 14, the source said added.

BofA Securities Inc. and Barclays are the joint global coordinators on the deal. Deutsche Bank Securities Inc., Goldman Sachs, Santander, Lloyds, SMBC and Standard Chartered are joint bookrunners.

The debt will be used to help fund the buyout of the company by TDR Capital LLP and I Squared Capital for 880 pence per share in cash. The transaction values the company at about £2.322 billion on a fully diluted basis.

Aggreko is a U.K.-based provider of mobile power, heating and cooling solutions.

© 2015 Prospect News.
All content on this website is protected by copyright law in the U.S. and elsewhere. For the use of the person downloading only.
Redistribution and copying are prohibited by law without written permission in advance from Prospect News.
Redistribution or copying includes e-mailing, printing multiple copies or any other form of reproduction.