Civitas Solutions, Perforce free to trade; CEVA, Innovative Water, Duff & Phelps float talk

By Sara Rosenberg

New York, Feb. 5 – Civitas Solutions Inc.’s bank debt made its way into the secondary market on Tuesday, with the strip of first-lien term loan debt quoted above its original issue discount, and Perforce Software Inc.’s incremental first-lien term loan broke as well.

Moving to the primary market, CEVA Logistics, Innovative Water Care Global Corp. and Duff & Phelps announced price talk with launch, and Trico Group LLC joined this week’s new issue calendar.

Civitas hits secondary

Civitas Solutions’ credit facilities broke for trading on Tuesday, with the strip of $805 million seven-year first-lien term loan B (B1/B) and $50 million seven-year first-lien term loan C (B1/B) debt seen at 99½ bid, par ¼ offered, according to a market source.

Pricing on the first-lien term loan debt is Libor plus 425 basis points with one 25 bps step-down at 4 times first-lien leverage and one 25 bps step-down upon an initial public offering. The debt has a 0% Libor floor, 101 soft call protection for six months and a ticking fee of half the margin from days 46 to 90 and the full margin thereafter, and was sold at an original issue discount of 99.

On Monday, pricing on the first-lien term loans was lowered from Libor plus 450 bps, the discount was revised from 98.5 and the ticking fee was outlined.

The company’s $1.18 billion of credit facilities also include a $125 million revolver and a $200 million privately placed second-lien term loan.

Civitas being acquired

Proceeds from Civitas’ credit facilities will be used to help fund its buyout by Centerbridge Partners LP for $17.75 in cash per share, resulting in an enterprise value of about $1.4 billion.

Goldman Sachs Bank USA, UBS Investment Bank, RBC Capital Markets LLC, KeyBanc Capital Markets, BMO Capital Markets and Fifth Third are leading the debt.

Closing on the buyout is expected in the company’s second fiscal quarter, subject to shareholder approval, expiration or termination of waiting periods under Hart-Scott-Rodino Antitrust Improvements Act and other customary conditions.

Civitas is a Boston-based provider of home- and community-based health and human services to must-serve individuals with intellectual, developmental, physical or behavioral disabilities and other special needs.

Perforce starts trading

Perforce Software’s fungible $410 million incremental first-lien term loan freed to trade too, with levels quoted at 99½ bid, par offered, a market source said.

Pricing on the incremental first-lien term loan is Libor plus 450 bps with a 1% Libor floor and it was sold at an original issue discount of 99.5. The debt has 101 soft call protection for six months.

During syndication, the incremental first-lien term loan was upsized from $375 million, pricing was reduced from Libor plus 475 bps and the discount was tightened from 99. Also, a privately placed fungible incremental second-lien term loan was downsized to $50 million from $85 million.

With this transaction, the spread on the company’s existing roughly $330 million first-lien term loan is being increased to Libor plus 450 bps from Libor plus 425 bps and the existing debt is getting 101 soft call protection for six months.

Perforce funding acquisition

Proceeds from Perforce Software’s new term loan debt will be used to finance the acquisition of Rogue Wave Software.

Antares Capital, Ares Capital Management, Varagon Capital Partners and AB Private Credit Investors are leading the debt.

Closing is scheduled for Wednesday.

Perforce, a Clearlake Capital Group LP portfolio company, is a Minneapolis-based provider of software solutions for enterprise software development operations teams.

CEVA reveals guidance

Switching to the primary market, CEVA Logistics held its bank meeting in the morning and announced talk on its $825 million covenant-light term loan B (B1/B+) due August 2025 at Libor plus 425 bps to 450 bps with a 0% Libor floor and an original issue discount of 98 to 99, according to a market source.

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

Commitments are due at 5 p.m. ET on Feb. 19.

HSBC Securities (USA) Inc. is the left lead arranger on the deal, BNP Paribas is a global coordinator and Societe Generale is a joint lead arranger and joint bookrunner. HSBC is the administrative agent.

The new debt will be used to refinance an existing $475 million term loan B due August 2025 priced at Libor plus 375 bps with a 0% Libor floor and to repay some of the company’s €300 million 5.25% senior secured notes due August 2025.

The refinancing is being done in connection with CMA CGM SA’s tender offer for CEVA’s shares.

CEVA is a Switzerland-based third-party logistics company.

Innovative Water launches

Innovative Water Care disclosed price talk on its $350 million seven-year first-lien term loan (B3/B) and $100 million eight-year second-lien term loan (Caa2/B-) that launched with a morning bank meeting, a market source remarked.

The first-lien term loan is talked at Libor plus 475 bps to 500 bps with a 0% Libor floor, an original issue discount of 98 and 101 soft call protection for one year, and the second-lien term loan is talked at Libor plus 875 bps to 900 bps with a 0% Libor floor, a discount of 97 and hard call protection of 102 in year one and 101 in year two, the source added.

Commitments are due at noon ET on Feb. 20.

Innovative Water leads

Bank of America Merrill Lynch, Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Nomura and BMO Capital Markets are leading Innovative Water’s $450 million of term loans, with Bank of America left on the first-lien loan and Citigroup left on the second-lien loan.

Proceeds will be used to help fund the buyout of the company by Platinum Equity from Lonza Group for $630 million.

The buyout is expected to close this quarter, subject to customary conditions.

Innovative Water is an Alpharetta, Ga.-based provider of water treatment solutions and residential pool care products.

Duff & Phelps talk

Duff & Phelps hosted its lender call in the morning and released talk of Libor plus 400 bps to 425 bps with a 1% Libor floor, an original issue discount of 98.5 and 101 soft call protection for six months on its non-fungible $280 million first-lien incremental term loan, according to a market source.

Commitments are due on Feb. 19, the source said.

UBS Investment Bank is the left lead on the deal that will be used to fund the acquisition of Prime Clerk.

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

Duff & Phelps is a New York-based independent adviser with expertise in the areas of valuation, corporate finance, disputes and investigations, compliance and regulatory matters, and other governance-related issues. Prime Clerk is a New York-based claims and noticing administrator.

Trico readies deal

Trico Group set a bank meeting for 2:30 p.m. ET in New York on Wednesday to launch $335 million of term loans, a market source said.

The debt consists of a $235 million incremental first-lien term loan due February 2024 talked at Libor plus 675 bps to 700 bps with a 1% Libor floor, an original issue discount of 96 plus a 1% fee, and hard call protection of 102 in year one and 101 in year two, and a $100 million second-lien term loan due February 2025 talked at Libor plus 900 bps cash plus 2% PIK with a 1% Libor floor, a discount that is still to be determined, and hard call protection of 103 in year one, 102 in year two and 101 in year three, the source continued.

Commitments are due at 5 p.m. ET on Feb. 20.

Credit Suisse Securities (USA) LLC and FTI Capital Advisors are leading the deal that will be used to fund the acquisition of Fram Group.

Trico offering roll

In connection with this transaction, lenders to Trico’s existing $464 million first-lien term loan are being offered the chance to exchange the existing debt into a new tranche talked at Libor plus 675 bps to 700 bps for fungibility and are being offered a 1% roll fee, the source added.

Current pricing on the existing first-lien term loan is Libor plus 650 bps with a 1% Libor floor.

Whatever is not exchanged under the existing first-lien term loan will remain outstanding as is.

Trico is a Rochester Hills, Mich.-based manufacturer of automotive aftermarket products.

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