By Paul A. Harris
Portland, Ore., April 11 - Atrium Windows and Doors, Inc. priced a $305 million issue of 7¾% five-year senior secured notes (Caa1/B-/) at 98.974 to yield 8% on Friday, according to a market source.
The deal was upsized from $300 million.
The yield printed on top of yield talk. The reoffer price came in line with price talk that specified about 1 point of original issue discount.
In a change to the structure, the call protection was increased to 2.5 years from two years. The first call premium was increased to par plus 75% of the coupon from par plus 50% of the coupon. A special call provision that would have allowed the issuer to redeem 10% of the notes annually at 103 during the non-call period was removed.
There were also covenant changes, including a revision of the restricted payments basket threshold to the greater of $15 million or 5% of total assets at launch from $25 million or 5% of total assets.
The secured leverage ratio of liens limitation for pari passu liens was revised to 5 times from 5.75 times.
The general debt carve-out was reduced to the greater of $15 million or 5% of total assets from $30 million or 6% of total assets.
The reinvestment period for asset sales proceeds was decreased to 365 days from 450 days at launch.
Physical bookrunners were Barclays and Deutsche Bank Securities Inc.
Deutsche Bank will bill and deliver.
The notes are secured on a second-priority basis by the ABL collateral and on a first-priority basis by substantially all of the other tangible and intangible assets of the issuer and guarantors.
The Dallas-based residential window and door manufacturer plans to use the proceeds to refinance debt. The additional proceeds resulting from the $5 million upsizing of the deal will be used to fund the original issue discount.
| Issuer: | Atrium Windows and Doors, Inc.
|
| Face amount: | $305 million, increased from $300 million
|
| Proceeds: | $302 million
|
| Maturity: | May 1, 2019
|
| Securities: | Senior secured notes
|
| Bill and deliver: | Deutsche Bank Securities Inc.
|
| Physical bookrunners: | Barclays, Deutsche Bank
|
| Joint lead manager: | KeyBanc Capital Markets
|
| Coupon: | 7¾%
|
| Price: | 98.974
|
| Yield: | 8%
|
| Spread: | 643 bps
|
| Price talk: | 8% area, including about 1 point OID
|
| First call: | Nov. 1, 2016 at 105.813
|
| Equity clawback: | 35% at 107.75 until Nov. 1, 2016
|
| Change-of-control put: | 101%
|
| Trade date: | April 11
|
| Settlement date: | April 17
|
| Ratings: | Moody's: Caa1
|
| Standard & Poor's: B-
|
| Distribution: | Rule 144A and Regulation S for life
|
| Marketing: | Roadshow
|
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