Restaurant Brands, WaterBridge break; AerCap, USI, Creative Artists accelerate deadlines

By Sara Rosenberg

New York, Sept. 12 – Restaurant Brands International Inc. upsized its term loan B, lowered the spread and revised the issue price, and WaterBridge Midstream Operating LLC increased the size of its incremental term loan B and tightened the original issue discount, and then both of these deals freed to trade on Tuesday.

In more happenings, AerCap (Delos Aircraft DAC), USI Inc. and Creative Artists Agency LLC moved up the commitment deadlines for their term loans.

Furthermore, Worldpay (Boost Newco Borrower LLC), NCR Atleos LLC, Viasat Inc. and ChampionX Corp. joined this week’s new issue calendar.

Restaurant Brands modified, frees

Restaurant Brands lifted its term loan B (Ba2) due September 2030 to $5.163 billion from roughly $4.163 billion, cut pricing to SOFR plus 225 basis points from SOFR plus 250 bps, and adjusted the original issue discount to 99.5 from talk in the range of 98.5 to 99, a market source remarked.

As before, the term loan B has a 0% floor and 101 soft call protection for six months.

Recommitments were due at 11 a.m. ET on Tuesday and the term loan B began trading later in the session, with levels quoted at 99¾ bid, par offered, another source added.

JPMorgan Chase Bank is leading the deal that will refinance an existing $5.163 term loan B due 2026.

Due to the term loan B upsizing, the company terminated plans to use $1 billion of other secured debt for the refinancing.

Along with the term loan B transaction, the company intends to extend its $1.234 billion term loan A to September 2028, and amend its revolver to increase availability to $1.25 billion from $1 billion and extend the maturity to September 2028.

Restaurant Brands is a Toronto-based quick service restaurant company.

WaterBridge reworked, breaks

WaterBridge Midstream raised its fungible incremental term loan B due June 21, 2026 to $160 million from $150 million and changed the original issue discount to 99.75 from 99, according to a market source.

Like the existing term loan, the incremental term loan is priced at SOFR+CSA plus 575 bps with a 1% floor. CSA is ARRC standard of 11.448 bps one-month rate, 26.161 bps three-month rate and 42.826 bps six-month rate.

The incremental term loan and the existing term loan are still getting 101 soft call protection for six months.

Recommitments were due at noon ET on Tuesday, and the incremental term loan broke for trading later in the day, with levels quoted at par bid, par ½ offered, another source added.

Barclays is the left lead on the deal that will be used with cash on hand to redeem series A-1 Conoco preferred equity.

WaterBridge is a Houston-based midstream company that owns and operates extensive permanent water infrastructure systems strategically located in the Delaware and Arkoma basins.

AerCap moves deadline

AerCap changed the commitment deadline for its $600 million term loan B (Baa1/BBB/BBB) due Oct. 31, 2027 to 5 p.m. ET on Wednesday from noon ET on Thursday, a market source said.

Talk on the term loan is SOFR plus 200 bps with a 0% floor, an original issue discount of 99.5 and 101 soft call protection for six months.

Deutsche Bank Securities Inc., Morgan Stanley Senior Funding Inc. and RBC Capital Markets are leading the deal that will be used with cash from the balance sheet to refinance an existing term loan B.

Cashless roll is being offered.

AerCap is a Dublin-based aviation leasing company.

USI tweaks timing

USI accelerated the commitment deadline for its $600 million seven-year senior secured incremental covenant-lite first-lien term loan B (B1/B) to 5 p.m. ET on Tuesday from noon ET on Wednesday, a market source remarked.

Talk on the term loan is SOFR plus 375 bps with a 0% floor, an original issue discount of 99.5 and 101 soft call protection for six months.

Morgan Stanley Senior Funding Inc., KKR Capital Markets, Goldman Sachs Bank USA, BofA Securities Inc., Barclays, SPC, Citigroup Global Markets Inc., ING and Macquarie Capital (USA) Inc. are leading the deal. BofA Securities is the administrative agent.

Proceeds will be used to finance a repurchase of shares from CDPQ and certain co-investors. More than 50% of the shares held by CDPQ will be purchased in the transaction. Existing shareholder KKR is making a new equity investment of more than $1 billion in the company and will be USI’s largest single shareholder.

Closing is expected this year.

USI is a Valhalla, N.Y.-based insurance brokerage and consulting firm.

Creative Artists accelerated

Creative Artists Agency moved up the commitment deadline for its fungible $425 million incremental term loan B (B2/B+) due Nov. 26, 2028 to 5 p.m. ET on Thursday from noon ET on Friday, according to a market source.

Amendment consents continue to be due at 5 p.m. ET on Thursday, the source added.

Pricing on the incremental term loan is SOFR plus 350 basis points with a 0% floor, in line with existing term loan B pricing, and the new debt is talked with an original issue discount of 99.04.

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

BofA Securities Inc., BNP Paribas Securities Corp. and Credit Agricole are leading the deal that will be used to repurchase existing shares in support of the acquisition of a majority stake in the company by Artemis, the Pinault family’s investment company, from TPG and for general corporate purposes.

Closing is expected this year, subject to customary conditions.

Creative Artists is a Los Angeles-based entertainment and sports agency.

Worldpay readies deal

Worldpay set a lender call for 10 a.m. ET on Wednesday to launch a $3.4 billion seven-year first-lien term loan B and a $1 billion euro equivalent seven-year first-lien term loan B, a market source said. Small group calls are available on Thursday and Friday.

Talk on the U.S. term loan is SOFR plus 350 bps to 375 bps with a 25 bps step-down at 4x first-lien net leverage, a 25 bps step-down upon an initial public offering, a 0.5% floor and an original issue discount of 99, and talk on the euro term loan is Euribor plus 350 bps to 375 bps with 25 bps step-downs at 4x and 3.5x first-lien net leverage, a 25 bps step-down upon an initial public offering, a 0% floor and a discount of 98.5, the source continued.

Both term loans (Ba3/BB/BBB-) have 101 soft call protection for six months, and ticking fees of half the spread from days 46 to 90 and the full spread thereafter.

Commitments are due at 5 p.m. ET on Sept. 21 for the U.S. loan and at noon ET on Sept. 21 for the euro loan, the source added.

Based on filings with the Securities and Exchange Commission, the company is also planning on getting a $1 billion revolver.

Worldpay lead banks

JPMorgan Chase Bank, Goldman Sachs, Citigroup Global Markets Inc., Wells Fargo Securities LLC, Deutsche Bank Securities Inc., UBS Securities LLC, Fifth Third, BMO Capital Markets, MUFG, Citizens Bank, Stifel, Truist Securities, Capital One and Lloyds are leading Worldpay’s credit facilities, with JPMorgan the left lead on the U.S. loan and Goldman the left lead on the euro loan. JPMorgan is the administrative agent.

The term loans will be used to help fund the acquisition by GTCR of a 55% stake in the company from Fidelity National Information Services Inc. (FIS) in a transaction that values the business at $18.5 billion. FIS will receive upfront net proceeds of about $11.7 billion and will retain the remaining 45% stake in the company.

Additional funds for the transaction are expected to come from $4 billion equivalent of senior secured notes and $5.335 billion of equity.

Closing is expected by the first quarter of 2024, subject to receipt of regulatory approvals and contractual consents.

Worldpay is a provider of payment processing solutions.

NCR Atleos on deck

NCR Atleos will hold a lender call at 12:30 p.m. ET on Wednesday to launch a $1.05 billion seven-year term loan B (B2/B+/BB+), according to a market source.

The term loan has 101 soft call protection for six months, the source said.

BofA Securities Inc., JPMorgan Chase Bank, Goldman Sachs Bank USA, RBC Capital Markets, Wells Fargo Securities LLC, Truist Securities, MUFG, PNC Capital Markets, Capital One, TD Securities (USA) LLC, Fifth Third, US Bank, Regions, M&T and Citigroup Global Markets Inc. are leading the deal that will be used with $1.05 billion of other secured debt to fund a cash distribution to NCR Corp. in connection with the spin-off of NCR Atleos.

Closing is expected in the fourth quarter.

NCR Atleos is a financial technology company providing self-directed banking solutions through automated teller machines and interactive teller machines.

Viasat joins calendar

Viasat scheduled a lender call for 11 a.m. ET on Wednesday to launch a $616.7 million term loan B due May 30, 2030, market sources remarked.

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

BofA Securities Inc., JPMorgan Chase Bank, Barclays, Credit Suisse Securities (USA) LLC, MUFG, Truist Securities Inc. and Citizens Bank are leading the deal.

In June, the company revealed in an 8-K filed with the Securities and Exchange Commission that it closed on a $616.7 million term loan due May 2030 to help fund its acquisition of Inmarsat (Connect Topco Ltd.) and pricing on that term loan was outlined as SOFR+CSA ranging from 11 bps to 43 bps plus 450 bps with a 0.5% floor.

Viasat is a Carlsbad, Calif.-based communications company. Inmarsat is a London-based provider of global mobile satellite communications services.

ChampionX coming soon

ChampionX emerged with plans to hold a lender call at 3 p.m. ET on Wednesday to launch a $620 million term loan B due June 2029 talked at SOFR+CSA plus 275 bps with a 0.5% floor, an original issue discount of 99.75 and 101 soft call protection for six months, according to a market source.

CSA is 10 bps one-month rate, 15 bps three-month rate and 25 bps six-month rate.

Commitments are due at 5 p.m. ET on Sept. 26, the source added.

JPMorgan Chase Bank is leading the deal that will be used to reprice an existing term loan B down from SOFR+CSA plus 325 with a 0.5% floor. CSA on the existing loan is 10 bps one-month rate, 15 bps three-month rate and 25 bps six-month rate.

ChampionX is a The Woodlands, Tex.-based provider of chemistry solutions and highly engineered equipment and technologies that help companies drill for and produce oil and gas.

Loan indices rise

In other news, IHS Markit’s iBoxx loan indices were stronger on Monday, with the Leveraged Loan indexes (MiLLi) closing out the day up 0.15% and the Liquid Leveraged Loan indices (LLLi) closing out the day up 0.16%.

Month to date, the MiLLi is up 0.52% and year to date it is up 9.43%, and the LLLi is up 0.39% month to date and up 8.84% year to date.

Average secondary market bids in the U.S. on Monday were 92.95, up 0.04% from the previous day and up 1.18% year to date.

According to the IHS Markit data, some of the top advancers on Monday were Tradesmen/Tribe Buyer’s February 2017 term loan at 54.54, up from 48.91, EagleView Technology’s August 2018 covenant-lite term loan at 94.42, up from 87.91, and Cyxtera’s May 2017 covenant-lite term loan at 59.83, up from 55.83.

Some top decliners on Monday were Air Methods’ April 2017 covenant-lite term loan B at 28.25, down from 29.33, Jo-Ann Stores’ July 2021 covenant-lite term loan B at 32.4, down from 33, and Mannington Mills’ June 2021 covenant-lite term loan B at 87.83, down from 89.17.

© 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.