Chicago, April 25 – ION Corporates priced its dual-currency senior secured note offering (B2/B) on Thursday, according to a market source.
The Helios Software Holdings, Inc. and ION Corporate Solutions Finance Sarl offering included an upsized $500 million of 8¾% five-year notes that priced at par, or at 409 basis points over the benchmark Treasury. The tranche increased from $400 million. Yield talk was 8¾% to 9%. Initial guidance was in the 9% area.
The deal also includes €300 million of five-year notes with a 7 7/8% coupon. The euro part of the deal also priced without a discount. The spread priced as 529 bps to Bunds. Talk was in the 8% area, on top of initial guidance.
Both tranches include two years of call protection, with annual step-downs in the fixed call prices to a percentage of the coupon after the call protection expires. The company may also redeem 10% of the notes at 103 during the non-call period.
Documentation changes were made while the deal was in the market to add the inclusion of J. Crew language conforming to the company’s existing term loan.
For the dollar notes, JPMorgan is the left lead. BNP Paribas and UBS Investment join JPMorgan as joint global coordinators. Goldman Sach International, Standard Chartered Bank and Jefferies are joint bookrunners.
The joint global coordinators on the euro tranche are BNP Paribas (left lead), JPMorgan and Goldman Sach International. The joint bookrunners are UBS Investment Bank, Standard Chartered Bank and Jefferies.
The notes will be listed on The International Stock Exchange.
The Dublin-based provider of enterprise software plans to use the proceeds to pay off its $599 million 2028 term loan B, as well as to partially repay its €1.1 billion 2028 term loan B, to fund cash to its balance sheet and for general corporate purposes. The proceeds from the upsized dollar note will be used to repay the company’s term loan B.
| Issuers: | Helios Software Holdings, Inc. and ION Corporate Solutions Finance Sarl
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| Issue: | Senior secured notes
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| Trade date: | April 25
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| Settlement date: | May 2
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| Ratings: | Moody’s: B2
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| S&P: B
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| Distribution: | Rule 144A and Regulation S
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| Marketing: | Investor call
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| Dollar notes
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| Amount: | $500 million
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| Maturity: | May 1, 2029
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| Bookrunners: | JPMorgan (left), BNP Paribas, UBS Investment, Goldman Sach International, Standard Chartered Bank and Jefferies
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| Coupon: | 8¾%
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| Price: | Par
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| Yield: | 8¾%
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| Spread: | Treasuries plus 409 bps
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| Call features: | Make-whole call at Treasuries plus 50 bps; starting May 1, 2026 at 104.375; starting May 1, 2027 at 102.188; starting May 1, 2028 at par; up to 10% at 103 during non-call period
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| Change of control: | At 101
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| Equity clawback: | Up to 40% at 108.75
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| Price talk: | 8¾% to 9% yield talk
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| Cusip: | USU4233HAB60, US42329HAB42
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| Euro notes
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| Amount: | €300 million
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| Maturity: | May 1, 2029
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| Bookrunners: | BNP Paribas (left lead), JPMorgan, Goldman Sach International, UBS Investment Bank, Standard Chartered Bank and Jefferies
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| Coupon: | 7 7/8%
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| Price: | Par
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| Yield: | 7 7/8%
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| Spread: | Bunds plus 529 bps
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| Call features: | Make-whole call at Bunds plus 50 bps; starting May 1, 2026 at 103.937; starting May 1, 2027 at 101.968; starting May 1, 2028 at par; up to 10% at 103 during non-call period
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| Change of control: | At 101
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| Equity clawback: | Up to 40% at 107.875
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| Price talk: | 8% area
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| ISIN: | XS2808407188, XS2808409390
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