Ultimate changes surface; Caesars, RSA, Cardtronics, Diversey, Blucora, Carrols set talk

By Sara Rosenberg

New York, June 17 – Ultimate Software Group Inc. on Wednesday upsized its incremental first-lien term loan, downsized its incremental second-lien term loan, and updated spreads and original issue discounts on the tranches.

Also, Caesars Resort Collection LLC came out with price talk on its term loan in connection with its lender call and accelerated the commitment deadline.

In addition, RSA shifted some funds between its first- and second-lien term loans and announced pricing guidance on the first-lien term loan debt as the general syndication process kicked off with a morning call.

Furthermore, Cardtronics plc, Diversey (Diamond BC BV), Blucora Inc. and Carrols Restaurant Group Inc. all released price talk with launch, and PG&E Corp. moved up the commitment deadline for its term loan B.

Ultimate reworked

Ultimate Software raised its non-fungible incremental covenant-lite first-lien term loan B due May 2026 to $2.945 billion from $2.6 billion, revised price talk to Libor plus 400 basis points from talk in the range of Libor plus 400 bps to 425 bps, added a step-down to Libor plus 375 bps at 5.5x total net leverage and changed the original issue discount to 98.5 from 98, a market source said.

Furthermore, the company scaled back its non-fungible incremental covenant-lite second-lien term loan due May 2027 to $600 million from $700 million, modified pricing to Libor plus 675 bps from Libor plus 700 bps and revised the discount to 99 from 98, the source continued.

Both term loans still have a 0.75% Libor floor, the first-lien term loan still has 101 soft call protection for six months, and the second-lien term loan still has call protection of 102 in year one and 101 in year two.

Commitments are due at noon ET on Thursday, moved from 5 p.m. ET on Thursday, and allocations are expected that same day, the source added.

Ultimate lead banks

Credit Suisse Securities (USA) LLC, Nomura and others to be announced are the lead arrangers on Ultimate Software’s term loans, with Credit Suisse the left lead on the term loan B and Nomura the left lead on the second-lien loan.

Closing is expected on July 1.

The new loans will be used to refinance debt at Kronos Inc. and the increased term loan borrowings will be used to repay revolver borrowings at Ultimate Software.

Ultimate Software and Kronos merged earlier this year in an all-stock transaction. Hellman & Friedman LLC, the controlling shareholder of both Kronos and Ultimate Software, is the controlling shareholder of the combined company, and Blackstone, GIC, Canada Pension Plan Investment Board and JMI Equity are minority investors.

Weston, Fla.-based Ultimate Software and Lowell, Mass.-based Kronos are providers of cloud human capital management and employee experience solutions. The combined company shares joint headquarters in Weston, Fla., and Lowell, Mass.

Caesars launches

Caesars Resort Collection hosted its lender call at 10:30 a.m. ET on Wednesday and, shortly before the event began, talk on its $1.47 billion five-year covenant-lite first-lien term loan (B1) emerged at Libor plus 450 bps with a 0% Libor floor, an original issue discount of 96 and 101 soft call protection for six months, according to a market source.

Additionally, it was revealed that the commitment deadline for the term loan was accelerated to noon ET on Friday from noon ET on June 24, the source said.

Credit Suisse Securities (USA) LLC, J.P. Morgan Securities LLC, Macquarie Capital (USA) Inc., BofA Securities, Inc., Deutsche Bank Securities Inc., Goldman Sachs Bank USA, SunTrust Robinson Humphrey Inc., U.S. Bank and Citizens Bank are leading the deal that will help fund the acquisition of Caesars Entertainment Corp. by Eldorado Resorts Inc. for $8.40 per share in cash consideration and 0.0899 of a share of Eldorado common stock for each Caesars share of common stock.

Closing is expected in mid-2020.

Caesars is a Las Vegas-based gaming and entertainment company. Eldorado is a Reno, Nev.-based gaming company. Upon closing, the combined company will retain the Caesars name and be based in Reno.

RSA tweaked, sets talk

RSA disclosed with its morning lender call that it increased the size of its seven-year covenant-lite first-lien term loan (B1) to $1.05 billion from $1 billion and decreased the size of its pre-placed second-lien term loan (Caa1) to $300 million from $350 million, a market source said.

Also, talk on the first-lien term loan was announced at Libor plus 500 bps with a 1% Libor floor, an original issue discount of 97 to 98 and 101 soft call protection for one year, the source continued.

Commitments for the first-lien term loan are due at 5 p.m. ET on June 29.

The second-lien term loan placed with a Clearlake-led investor group.

The company’s $1.425 billion of credit facilities also include a $75 million revolver (B1).

UBS Investment Bank, Jefferies LLC, Barclays and Deutsche Bank Securities Inc. are leading the deal that will be used to help fund the $2.075 billion buyout of the company by a consortium led by Symphony Technology Group, Ontario Teachers’ Pension Plan Board and AlpInvest Partners from Dell Technologies.

RSA is a provider of digital risk solutions, including threat detection and response, identity and access management, integrated risk management and omnichannel fraud prevention.

Cardtronics holds call

Cardtronics launched on its lender call its $500 million seven-year covenant-lite term loan B (Ba2/BB+) at talk of Libor plus 400 bps with a 1% Libor floor, an original issue discount of 97 to 98 and 101 soft call protection for one year, according to a market source.

Commitments are due at 5 p.m. ET on June 24, the source continued.

J.P. Morgan Securities LLC is leading the deal that will be used to refinance existing debt.

Cardtronics is a Houston-based ATM owner and operator.

Diversey sets guidance

Diversey held its lender call in the morning and released talk on its non-fungible $135 million incremental covenant-lite first-lien term loan (B1/CCC+) due September 2024 at Libor plus 550 bps with a 1% Libor floor and an original issue discount of 96, a market source remarked.

The term loan has 101 soft call protection for one year.

Commitments are due at 5 p.m. ET on Thursday.

Credit Suisse Securities (USA) LLC, Jefferies LLC and others to be named are leading the deal that will be used to repay revolver borrowings.

Diversey is a Fort Mill, S.C.-based hygiene and cleaning solutions company.

Blucora seeks add-on

Blucora launched with a call during the session a $175 million add-on senior secured term loan (BB) due 2024 at talk of Libor plus 400 bps to 425 bps with a 1% Libor floor, an original issue discount of 97 and 101 soft call protection for six months, according to a market source.

Commitments are due at noon ET on Tuesday, the source said.

J.P. Morgan Securities LLC is leading the deal that will be used to fund the $100 million acquisition of HK Financial Services, a financial planning firm, and for additional working capital.

In connection with this transaction, pricing on the company’s existing term loan will be increased from Libor plus 300 bps to match the add-on term loan spread.

Blucora is an Irving, Tex.-based provider of tax-smart financial solutions.

Carrols proposed terms

Carrols Restaurant Group came out with talk of Libor plus 600 bps to 625 bps with a 1% Libor floor and an original issue discount of 95 to 96 on its non-fungible $50 million incremental covenant-lite term loan B (B3/B-) due April 30, 2026 that launched with a morning call, a market source said.

The term loan is non-callable for one year.

Commitments are due at noon ET on Friday.

Wells Fargo Securities LLC is the left lead on the deal that will be used to repay revolver borrowings and to bolster liquidity.

Carrols is a Syracuse, N.Y.-based restaurant franchisee and operator.

PG&E accelerated

PG&E moved up the commitment deadline for its $1 billion five-year senior secured term loan B to 5 p.m. ET on Wednesday, according to a market source.

Talk on the term loan is Libor plus 450 bps to 475 bps with a 1% Libor floor and an original issue discount of 98.

J.P. Morgan Securities LLC, BofA Securities, Inc., Barclays, Citigroup Global Markets Inc. and Goldman Sachs Bank USA are leading the deal that will be used to help fund the company’s exit from Chapter 11.

Other funds for the bankruptcy exit are expected to come from a $500 million revolving credit facility, a $3.5 billion revolver at Utility, $3.75 billion of senior secured high-yield notes, $5.925 billion of first mortgage bonds, and a $9 billion PIPE transaction, the company disclosed in a 424B5 filed with the Securities and Exchange Commission.

PG&E is a San Francisco-based electric and natural gas utility. The company filed bankruptcy on Jan. 29, 2019 in the U.S. Bankruptcy Court for the Northern District of California under Chapter 11 case number 19-30088.

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