RSA, UPC, Kissner, HighTower, Cision, Chromaflo, Nutrisystem, RadNet break, Russell revised

By Sara Rosenberg

New York, April 16 – RSA Security LLC finalized spreads on its first-and second-lien term loans and widened the original issue discount on the second-lien debt, UPC moved some funds between its U.S. and euro term loans and finalized issue prices, and Kissner (SCIH Salt Holdings Inc.) firmed pricing on its incremental first-lien term loan B at the high end of talk and set the original issue discount at the tight end of talk, and then these deals freed to trade on Friday.

Also, before breaking for trading, HighTower Holding LLC set the spread on its term loan debt at the narrow end of guidance and made some changes to the delayed-draw tranche, Cision widened the spread, Libor floor and issue price on its incremental term loan, and Chromaflo (ASP Chromaflo Holdings LP) minimally upsized its add-on first-lien term loan B.

Other deals to emerge in the secondary market during the session included Nutrisystem Inc. (KNS Acquisition Corp.) and RadNet Management Inc.

In other happenings, Russell Investments US Institutional Holdco Inc. downsized its incremental first-lien term loan B and increased pricing, and N-able Inc. tightened the spread and original issue discount on its term loan B.

Furthermore, Cubic Corp. and McAfee Enterprise released price talk with launch, and U.S. Renal Care Inc., Aspect Software Inc. (Atlas Purchaser Inc.), Pabst Blue Ribbon, United Pacific and Beacon Roofing Supply Inc. joined the near-term primary calendar.

RSA updated

RSA Security set pricing on its $1.114 billion seven-year first-lien term loan (B1/B/BB-) and $436 million delayed-draw first-lien term loan (B1/B/BB-) at Libor plus 475 basis points, the high end of the Libor plus 450 bps to 475 bps talk, and extended the 101 soft call protection to one year from six months, according to a market source.

Additionally, pricing on the company’s $286 million eight-year second-lien term loan (Caa1/B-/CCC+) and $164 million delayed-draw second-lien term loan (Caa1/B-/CCC+) firmed at Libor plus 775 bps, the low end of the Libor plus 775 bps to 800 bps talk, and the discount was changed to 98.25 from 98.5, the source said.

As before, both term loans have a 0.75% Libor floor, and the first-lien term loan debt has an original issue discount of 99.

Previously in syndication, ticking fees on the first- and second-lien delayed-draw term loans were revised to half the margin from days 31 to 75 and the full margin plus the floor thereafter, from half the margin from days 46 to 75 and the full margin plus the Libor floor thereafter.

RSA frees up

On Friday, RSA Security’s bank debt made its way into the secondary market, with the first-lien term loan debt quoted at 99 bid, 99¼ offered and the second-lien term loan debt quoted at 98½ bid, 99 offered, a trader added.

JPMorgan Chase Bank, Morgan Stanley Senior Funding Inc., Goldman Sachs Bank USA, UBS Investment Bank, BofA Securities Inc., Barclays and Jefferies LLC are leading the deal, with JPMorgan the left lead on the first-lien and Morgan Stanley the left lead on the second-lien.

The loans will be used to support a new equity investment from Clearlake Capital Group LP. With this investment, Clearlake will become an equal partner with Symphony Technology Group, which initially acquired the business in 2020 alongside Ontario Teachers’ Pension Plan Board from Dell Technologies. Ontario Teachers’ will remain a significant minority shareholder.

Closing is expected in the second quarter, subject to regulatory approvals.

RSA is a Bedford, Mass.-based provider of mission critical cybersecurity software and governance risk and compliance management software solutions to enterprises.

UPC reworked

UPC scaled back its U.S. term loan B (B1/BB-/BB+) due Jan. 31, 2029 to $1.925 billion from $2 billion and finalized the original issue discount at 99, the wide end of the 99 to 99.5 talk, a market source said.

The company also lifted its euro term loan B (B1/BB-/BB+) due Jan. 31, 2029 to €862.5 million from €800 million and firmed the discount at 99.75, the tight end of the 99.5 to 99.75 talk, the source continued.

Pricing on the term loans remained at Libor/Euribor plus 300 bps with a 0% floor, and the debt still has 101 soft call protection for six months.

The borrower on the U.S. term loan is UPC Financing Partnership, and the borrower on the euro loan is UPC Broadband Holding BV.

UPC starts trading

UPC’s bank debt freed to trade during the session, with the U.S. term loan B quoted at 99¼ bid, 99½ offered, another source added.

BofA Securities Inc., Citigroup Global Markets Inc. and the Bank of Nova Scotia are the physical bookrunners on the U.S. loan, and BofA, BNP Paribas Securities Corp. and Scotia are the physical bookrunners on the euro loan. BofA is the sustainability arranger. Credit Suisse, Deutsche Bank Securities Inc., Goldman Sachs, ING, JPMorgan Chase Bank and Societe Generale are joint bookrunners. Scotia is the administrative agent.

The new debt will be used with cash on the balance sheet to refinance an existing $2.6 billion term loan B due 2029 and an existing €800 million term loan B due 2029 priced at Libor/Euribor plus 350 bps.

UPC, a subsidiary of Liberty Global, is a provider of video, broadband internet, fixed-line telephony and mobile communications services to customers in Switzerland, Poland and Slovakia.

Kissner firms terms

Kissner set pricing on its $900 million incremental covenant-lite first-lien term loan B-2 due March 2027 at Libor plus 400 bps, the high end of the Libor plus 375 bps to 400 bps talk, and finalized the original issue discount at 99.5, the tight end of the 99 to 99.5 talk, according to a market source.

The term loan still has a 0.75% Libor floor and 101 soft call protection for six months.

The company’s $1.175 billion of senior secured credit facilities (B3/B) also include a $275 million incremental revolver due March 2025.

Morgan Stanley Senior Funding Inc., BofA Securities Inc., Deutsche Bank Securities Inc., BMO Capital Markets, Goldman Sachs Bank USA, Citigroup Global Markets Inc., Citizens Bank, Credit Suisse Securities (USA) LLC, JPMorgan Chase Bank, KKR Capital Markets and RBC Capital Markets are leading the deal.

Kissner breaks

In the afternoon, Kissner’s incremental term loan B-2 began trading, with levels quoted at 99¾ bid, par ¼ offered, a trader added.

The loan will be used with $1.1 billion of secured notes, $700 million of unsecured notes and $993 million of equity to fund the acquisition of K+S AG’s Americas salt business for $3.2 billion, refinance existing debt, and pay associated fees and expenses.

Closing is expected during the week of April 26.

Kissner, a subsidiary of Stone Canyon Industries Holdings LLC, is an Overland Park, Kan.-based pure-play producer and supplier of salt.

HighTower modified, frees

HighTower finalized the spread on its $600 million seven-year term loan B and $150 million delayed-draw term loan at Libor plus 400 bps, the low end of the Libor plus 400 bps to 425 bps talk, a market source said.

Furthermore, the availability period for the delayed-draw term loan was shortened to 12 months from 18 months, and the ticking fee was revised to half the spread from days 31 to 60 and the full spread thereafter from half the spread from days 61 to 120 and the full spread thereafter, the source said.

The term loan debt still has a 0.75% Libor floor, an original issue discount of 99 and 101 soft call protection for six months.

Recommitments were due at 11 a.m. ET on Friday and the strip of funded and delayed-draw term loan debt (B2/B-) hit the secondary market in the afternoon, with levels quoted at 99 bid, 99½ offered, another source added.

JPMorgan Chase Bank is leading the deal that will be used with $300 million of senior unsecured notes to repay existing loan borrowings and for general corporate purposes.

HighTower, a Thomas H. Lee Partners portfolio company, is a Chicago-based investment adviser.

Cision widens, breaks

Cision raised pricing on its $295 million incremental term loan (B3) to Libor plus 400 bps from Libor plus 375 bps, revised the Libor floor to 0.75% from 0%, changed the original issue discount to 98 from 98.78 and removed fungibility with the existing term loan, a market source remarked.

The incremental term loan started trading in the afternoon, with levels quoted at 98 bid, 98½ offered, another source added.

BofA Securities Inc., Credit Suisse Securities (USA) LLC, Goldman Sachs Bank USA, Morgan Stanley Senior Funding Inc., Deutsche Bank Securities Inc., BMO Capital Markets, BNP Paribas Securities Corp., Citigroup Global Markets Inc., Macquarie Capital (USA) Inc. and RBC Capital Markets are leading the deal that will be used to help fund the $450 million acquisition of Brandwatch, a Brighton, U.K.-based provider of social listening and content marketing analytics.

Closing is expected this quarter.

Cision is a Chicago-based provider of PR, marketing and social media management technology and intelligence.

Chromaflo tweaked, trades

Chromaflo raised its fungible add-on covenant-lite first-lien term loan B (B2) due Nov. 18, 2023 to $60 million from $59 million, and left pricing at Libor plus 350 bps with a 1% Libor floor and an original issue discount of 99.75, according to a market source.

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

On Friday, the add-on term freed to trade, with levels quoted at par bid, par ½ offered, a trader added.

Morgan Stanley Senior Funding Inc. and KeyBanc Capital Markets are leading the deal that will be used to refinance an existing non-fungible $59 million term loan B.

The company also privately placed a $145 million second-lien term loan to fund a dividend to shareholders.

Closing is expected during the week of May 3.

Chromaflo is an Ashtabula, Ohio-based manufacturer of chemical and pigment dispersions for architectural and industrial coatings.

Nutrisystem hits secondary

Nutrisystem’s $557 million six-year covenant-lite first-lien term loan B (B1/B) broke for trading, with levels quoted at 97½ bid, 98½ offered, a market source remarked.

Pricing on the term loan is Libor plus 625 bps with a 0.75% Libor floor and it was sold at an original issue discount of 97. The debt has 101 soft call protection for one year.

During syndication, pricing on the term loan was increased from revised talk of Libor plus 600 bps and initial talk of Libor plus 525 bps, a pricing step-down upon an initial public offering was removed, the discount firmed at the tight end of revised talk of 96 to 97 but wide of initial talk in the range of 98 to 98.5, the call protection was extended from six months, the maturity was shortened from seven years, amortization was increased to 2.5% per annum from 1%, and a number of documentation changes were made.

Deutsche Bank Securities Inc., Nomura, Jefferies LLC, BNP Paribas Securities Corp. and Rabobank are leading the deal that will be used with a $100 million privately placed second-lien loan to fund the acquisition of Adaptive Health, a marketer and manufacturer of condition-specific, science-backed nutritional supplements.

Nutrisystem is a Fort Washington, Pa.-based provider of weight loss and wellness programs.

RadNet tops OID

RadNet’s $725 million seven-year term loan B also began trading during the session, with levels quoted at 99 5/8 bid, 99 7/8 offered, a market source said.

Pricing on the term loan is Libor plus 325 bps with a step-down to Libor plus 300 bps at 3.5x total net leverage and a 0.75% Libor floor. The debt was sold at an original issue discount of 99.5 and has 101 soft call protection for six months.

During syndication, the term loan was upsized from $675 million, pricing firmed at the low end of the Libor plus 325 bps to 350 bps talk, the step-down was added, the discount finalized at the tight end of the 99 to 99.5 talk and the call protection was shortened from one year.

The company’s $920 million of credit facilities also include a $195 million five-year revolver.

Barclays is leading the deal that will be used to refinance the company’s existing credit facilities and replenish balance sheet cash for general corporate purposes.

RadNet is a Los Angeles-based owner and operator of outpatient diagnostic imaging centers.

Russell revised

Back in the primary market, Russell Investments reduced the size of its fungible senior secured incremental first-lien term loan B due May 2025 to $382 million from $407 million and raised pricing to Libor plus bps from Libor plus 325 bps, according to a market source.

The incremental term loan still has a 1% Libor floor, an original issue discount of 99 and 101 soft call protection for six months.

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

Barclays, Macquarie Capital (USA) Inc. and Credit Suisse Securities (USA) LLC are leading the deal that will be used to refinance an existing term loan due 2023 and fund a one-time distribution to shareholders.

In connection with this transaction, pricing on the company’s existing term loan due May 2025 will be revised to Libor plus 350 bps from Libor plus 300 bps to match the incremental pricing.

Russell is a Seattle-based asset manager.

N-able flexes

N-able trimmed pricing on its $350 million seven-year term loan B (B1/B+) to Libor plus 300 bps from talk in the range of Libor plus 350 bps to 375 bps and changed the original issue discount to 99.75 from 99.5, a market source remarked.

The term loan still has a 0.5% Libor floor and 101 soft call protection for six months.

Recommitments were due at noon ET on Friday, the source added.

JPMorgan Chase Bank is leading the deal that will be used to repay existing debt and for general corporate purposes in connection with the company’s spinoff from SolarWinds.

N-able is a Wakefield, Mass.-based provider of cloud-based software solutions for managed service providers.

Cubic sets talk

Cubic held its call on Friday morning and announced price talk on its $1.475 billion seven-year first-lien term loan B (B3/B/BB) and $300 million seven-year first-lien term loan C (Ba3/B+) at Libor plus 400 bps to 425 bps with a 0.75% Libor floor and an original issue discount of 99, according to a market source.

The term loan debt has 101 soft call protection for six months and will trade as a strip.

The difference between the two loans is the collateral pool. The term loan C is backed by cash collateralized on the balance sheet, the source said.

Commitments are due at 5 p.m. ET on April 28, the source added.

Barclays, Credit Suisse Securities (USA) LLC, BMO Capital Markets, KKR Capital Markets, Mizuho, RBC Capital Markets and Truist Securities Inc. are leading the deal that will help fund the buyout of the company by Veritas Capital and Evergreen Coast Capital Corp. for $70.00 per share in cash. The transaction is valued at about $2.8 billion, including the assumption of debt.

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

Cubic is a San Diego-based provider of integrated solutions that increase situational understanding for transportation, defense C4ISR and training customers.

McAfee Enterprise guidance

McAfee Enterprise disclosed price talk on its $2.175 billion seven-year first-lien term loan and $600 million eight-year second-lien term loan in connection with its lender call, a market source said.

Talk on the first-lien term loan is Libor plus 500 bps with a 0.75% Libor floor, an original issue discount of 99 and 101 soft call protection for six months, and talk on the second-lien term loan is Libor plus 825 bps with a 0.75% Libor floor, a discount of 98.5 and call protection of 102 in year one and 101 in year two, the source added.

Commitments are due on April 29.

UBS Investment Bank, Jefferies LLC, BofA Securities Inc. and HSBC Securities (USA) Inc. are leading the deal that will be used to help fund the buyout of the company by a consortium led by Symphony Technology Group from McAfee Corp. for $4 billion.

Closing is expected in July, subject to customary regulatory approvals and conditions.

McAfee Enterprise is a provider of device-to-cloud cybersecurity solutions.

U.S. Renal joins calendar

U.S. Renal set a lender call for 11 a.m. ET on Monday to launch a non-fungible $150 million incremental term loan B (B-) due June 26, 2026, according to a market source.

Barclays is the left lead on the deal that will be used for general corporate purposes and to pay related fees and expenses.

U.S. Renal is a Plano, Tex.-based provider of dialysis services.

Aspect readies deal

Aspect Software scheduled a bank meeting for 12:30 p.m. ET on Tuesday to launch $935 million of senior secured credit facilities, a market source said.

The facilities consist of a $75 million five-year revolver, a $610 million seven-year first-lien term loan and a $250 million eight-year second-lien term loan, the source added.

The first-lien term loan has 101 soft call protection for six months and the second-lien term loan has hard call protection of 102 in year one and 101 in year two.

Jefferies LLC, Credit Suisse Securities (USA) LLC, TD Securities (USA) LLC, Macquarie Capital (USA) Inc., Truist and Apollo are leading the deal that will be used to fund the acquisition of Aspect Software and Noble Systems Corp. by Abry Partners LLC.

Aspect Software is a provider of mission critical contact center and workforce optimization software applications. Noble Systems is a provider of customer contact technology.

Pabst coming soon

Pabst Blue Ribbon will hold a lender call at 11 a.m. ET on Monday to launch a $368 million seven-year term loan B (B), according to a market source.

Commitments are due at 5 p.m. ET on April 29, the source added.

JPMorgan Chase Bank is leading the deal that will be used to refinance an existing term loan due 2021.

Pabst Blue Ribbon is a brewing company.

United Pacific on deck

United Pacific scheduled a lender call for 1 p.m. ET on Monday to launch a fungible $105 million add-on term loan B (B) and a repricing of its existing $445 million term loan B (B), a market source remarked.

Goldman Sachs Bank USA is leading the deal.

United Pacific is a Long Beach, Calif.-based operator of gas stations and convenience stores.

Beacon plans call

Beacon Roofing Supply set a lender call for 10:30 a.m. ET on Monday to launch a new loan to current and prospective lenders, according to a market source.

Citigroup Global Markets Inc. is leading the deal.

Beacon Roofing is a Herndon, Va.-based distributor of roofing materials and complementary building products.

Aptean allocates

In other news, Aptean priced and allocated on Friday its roughly $262 million second-lien term loan in line with talk at Libor plus 700 bps with a 0.75% Libor floor and an original issue discount of 99.5, a market source said.

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

Golub Capital is the left lead on the deal that will be used to reprice an existing second-lien term loan down from Libor plus 850 bps with a 0% Libor floor.

Aptean is an Alpharetta, Ga.-based provider of mission-critical enterprise software solutions.

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