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Published on 3/2/2022 in the Prospect News Bank Loan Daily.

Entegris term loan frees to trade; Hexion changes surface; Trillium Flow allocates

By Sara Rosenberg

New York, March 2 – Entegris LLC set pricing on its term loan B at the wide side of talk and modified the issue price, and outlined changes to its proposed capital structure before breaking for trading late in the day on Wednesday.

Also, Hexion Holdings Corp. firmed the spread on its first-lien term loan at the high end of guidance, revised CSA, removed step-downs and widened original issue discount talk.

In addition, Trillium Flow Technologies allocated its incremental term loan after pricing wrapped in line with talk.

Entegris reworked

Entegris finalized pricing on its $2.495 billion seven-year senior secured covenant-lite term loan B (BB+) at SOFR plus 300 basis points, the high end of the SOFR plus 275 bps to 300 bps talk, and moved the original issue discount to 99 from 99.5, a market source remarked.

The term loan still has a 0% floor, 101 soft call protection for six months, and ticking fees of half the margin from days 46 to 90 and the full margin thereafter. CSA on the loan is 0 bps.

The company is also looking to change to its proposed capital structure to include $1.6 billion of additional secured debt, upsized from $1 billion, and $800 million of additional unsecured debt, downsized from $1.4 billion, the source continued.

The company still plans on getting an upsized and extended $575 million revolver.

In the event the changes are made to the capital structure, the term loan rating is expected to be Baa3/BB+, revised from Baa3/BBB-.

Entegris hits secondary

On Wednesday, Entegris’ term loan B freed to trade, with levels quoted at 99¼ bid, par ¼ offered, another source added.

Morgan Stanley Senior Funding Inc., Barclays, BofA Securities Inc., Citigroup Global Markets Inc., PNC, Truist and Wells Fargo Securities LLC are leading the deal that will be used to fund the acquisition of CMC Materials Inc. for $133.00 in cash and 0.4506 of a share of Entegris common stock per CMC share, and to pay fees and expenses related to the transaction. The acquisition has an enterprise value of about $6.5 billion.

Upon completion, Entegris shareholders will own around 91% of the combined company and CMC Materials shareholders will own about 9%.

Closing is expected in the second half of this year, subject to customary conditions, including regulatory approvals and approval by CMC Materials shareholders.

Entegris is a Billerica, Mass.-based supplier of advanced materials and process solutions for the semiconductor and other high-technology industries. CMC Materials is an Aurora, Ill.-based supplier of advanced materials primarily for the semiconductor industry.

Hexion revised

Hexion set pricing on its $1.4 billion seven-year first-lien term loan (B2/B) at SOFR+CSA plus 450 bps, the high end of the 425 bps to 450 bps talk, and changed CSA to 10 bps one-month rate, 15 bps three-month rate and 25 bps six-month rate from 10 bps for all tenors, according to a market source.

In addition, the two leverage-based pricing step-downs and the initial public offering step-down were removed, the original issue discount talk was modified to a range of 97.5 to 98 from a range of 99 to 99.5, and then finalized at 97.5, and changes were made to documentation.

As before, the first-lien term loan has a 0.5% floor, 101 soft call protection for six months, and ticking fees of half the margin from days 46 to 90 and the full margin thereafter.

Recommitments were due at 2:30 p.m. ET on Wednesday, the source added.

Hexion being acquired

Hexion will use the first-lien term loan, a $425 million privately placed second-lien term loan (Caa2/B-) and equity to fund its buyout by American Securities LLC for $30 per share.

Goldman Sachs Bank USA, RBC Capital Markets, Morgan Stanley Senior Funding Inc., BofA Securities Inc., Deutsche Bank Securities Inc., Barclays and Jefferies LLC are leading the debt.

Closing is expected in March, subject to customary conditions.

Hexion is a Columbus, Ohio-based supplier of thermoset resins.

Trillium allocates

Trillium Flow Technologies allocated its $75 million incremental term loan during the session, a market source said.

Pricing on the incremental term loan is SOFR+CSA plus 550 bps with a 1% floor and it was sold at an original issue discount of 99.

CSA is 11.4 bps one-month rate, 26.2 bps three-month rate and 42.8 bps six-month rate.

BNP Paribas Securities Corp. is leading the deal that will be used to fund the acquisition of Termomeccanica Pompe SpA, a pump manufacturing company.

Trillium, a First Reserve portfolio company, is a Glasgow- and Houston-based designer, manufacturer and aftermarket services provider of engineered valves and pumps used in critical infrastructure, energy and broader industrial applications.


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