Imperial Dade/BCPE Empire talks $655 million six-year notes to yield 7¾%-8%; pricing Thursday

By Paul A. Harris

Portland, Ore., April 22 – BCPE Empire Holdings, Inc. which does business as Imperial Dade, talked its $655 million offering of six-year senior notes (Caa2/CCC) to yield 7¾% to 8%, according to market sources.

Official talk comes wide to initial guidance in the mid-to-high 7% area.

Along with price talk came covenant changes which primarily bear upon how the company may disburse cash and incur additional debt.

Books close at 1 p.m. ET on Thursday, and the deal is set to price thereafter.

Credit Suisse Securities (USA) LLC is the lead left bookrunner. Barclays, J.P. Morgan Securities LLC and Citizens Capital Markets Inc. are the joint bookrunners.

The Rule 144A and Regulation S notes become callable after two years at 102.

An equity clawback/change-of-control provision covers 40% of the notes at par plus the full coupon during year one, then covers 100% of the notes at 102 during year two and 100% of the notes at 101 during year three.

The issuing entity will be BCPE Empire Topco, Inc.

The Jersey City, N.J.-based supplier of food service products, sanitation and janitorial supplies plans to use the proceeds to pay off its second-lien term loan, to repay $30 million under its ABL facility expected to be incurred prior to- or substantially concurrent with the consummation of notes offer, and to fund dividend to stockholders.

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