Aspen Dental, E.W. Scripps, Cano Health, Weld North, BlueCrest, MI Windows free to trade

By Sara Rosenberg

New York, Dec. 15 – Aspen Dental Management finalized pricing on its incremental term loan B at the narrow end of talk and adjusted the original issue discount, and E.W. Scripps Co. increased the size of its incremental first-lien term loan B, firmed the spread at the low end of revised guidance, added a step-down and updated the issue price, and then both of these deals hit the secondary market on Tuesday.

Also, before breaking during the session, Cano Health LLC lowered pricing on its funded and delayed-draw first-lien term loans, Weld North Education LLC set the spread on its first-lien term loan debt at the low end of talk and changed the original issue discount on the incremental piece, and BlueCrest (DMT Solutions Global Corp.) downsized its term loan B, widened the issue price and sweetened the call protection.

Another deal to make its way into the secondary market during the session was MI Windows and Doors Inc.’s term loan B.

In other news, Cloudera Inc. tightened spread talk and the original issue discount on its term loan B, Service King Collision Repair Centers upsized its term loan B and adjusted the spread and issue price, PointClickCare cut pricing and modified the original issue discount on its first-lien term loan B, and Lakeview Loan Servicing LLC downsized its term loan B.

Additionally, RxBenefits Inc. (RXB Holdings Inc.) made a number of documentation changes to its first-lien term loan and accelerated the commitment deadline, and Unified Women’s Healthcare LP moved up the commitment deadline for its first-lien term loan B.

Aspen updated

Aspen Dental Management set pricing on its non-fungible $1.2 billion seven-year incremental term loan B at Libor plus 400 basis points, the low end of the Libor plus 400 bps to 425 bps talk, revealed the step-downs to be 25 bps at 0.5x inside closing date leverage, 25 bps at a 1x inside closing date leverage and 25 bps for an initial public offering, versus the prior description of to be determined, and changed the original issue discount to 99.5 from 99, according to a market source.

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

The company’s $1.45 billion of credit facilities (B2/B) also include a $250 million five-year revolver.

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

Aspen begins trading

On Tuesday afternoon, Aspen Dental’s incremental term loan freed up, with levels quoted at 99¾ bid, par ½ offered on the break and then it moved up to par bid, par ¼ offered, a trader added.

RBC Capital Markets, J.P. Morgan Securities LLC, Deutsche Bank Securities Inc. and Credit Suisse Securities (USA) LLC are leading the deal that will be used to fund the acquisition of ClearChoice Management Services from Sun Capital Partners Inc.

Closing is expected by the end of the year, subject to regulatory and other customary conditions.

Aspen Dental is an East Syracuse, N.Y.-based dental support organization. ClearChoice is a provider of administrative practice management services to the network of ClearChoice Dental Implant Centers.

E.W. Scripps modified

E.W. Scripps raised its seven-year incremental covenant-lite first-lien term loan B (Ba3/BB-) to $800 million from $650 million, set pricing at Libor plus 300 bps, the tight end of revised talk of Libor plus 300 bps to 325 bps and down from initial talk of Libor plus 350 bps, added a 25 bps step-down at B1/B+ corporate ratings, and tightened the original issue discount to 99.75 from revised talk of 99.5 and initial talk in the range of 99 to 99.5, a market source remarked.

As before, the term loan has a 0.75% Libor floor and 101 soft call protection for six months.

The term loan has a ticking fee of half the coupon from days 31 to 61 and the full coupon plus the Libor floor thereafter.

Morgan Stanley Senior Funding Inc., BofA Securities Inc., Truist, J.P. Morgan Securities LLC and Wells Fargo Securities LLC are leading the deal.

The incremental loan will be used with $550 million of senior secured notes, downsized from $700 million with the term loan upsizing, $500 million of senior unsecured notes, $600 million of preferred equity from Berkshire Hathaway and $336 million of cash from the balance sheet to fund the $2.65 billion acquisition of ION Media.

E.W. Scripps frees up

Recommitments for E.W. Scripps’ incremental term loan were due at 1 p.m. ET on Tuesday and the debt broke for trading later in the day, with levels quoted at par bid, par ½ offered, a trader added.

In connection with the transaction, the company is amending its existing $210 million revolving credit facility, $291 million first-lien term loan B due 2024 and $753.6 million first-lien term loan B due 2026 to allow for the preferred equity investment.

Closing is targeted for first-quarter 2021, subject to regulatory approval.

Net secured leverage is expected to be 3.2x and net total leverage is expected to be 5.2x at close.

E.W. Scripps is a Cincinnati-based broadcasting and digital media company. ION Media is a West Palm Beach, Fla.-based television broadcast network.

Cano Health flexes

Cano Health trimmed pricing on its $480 million funded seven-year covenant-lite first-lien term loan and $175 million delayed-draw covenant-lite first-lien term loan to Libor plus 475 bps from talk in the range of Libor plus 500 bps to 525 bps, according to a market source.

The strip of funded and delayed-draw term loan debt still has a 25 bps step-down at special purpose acquisition company closing and/or a 25 bps step-down at B2/B corporate family ratings, a 0.75% Libor floor, an original issue discount of 99 and 101 soft call protection for six months.

The delayed-draw term loan ticking fee is unchanged at half the margin from days 31 to 60 and the full margin thereafter.

The company’s $685 million of credit facilities (B3/B) also include a $30 million revolver.

Credit Suisse Securities (USA) LLC is leading the deal.

Cano hits secondary

Commitments for Cano Health’s credit facilities were due at noon ET on Tuesday, and the strip of funded and delayed-draw term loan debt began trading in the afternoon, with levels quoted at 99¼ bid, par ¼ offered, another source added.

The credit facilities will be used to refinance existing debt and fund a shareholder distribution.

Last month, the company announced a merger agreement with Jaws Acquisition Corp., a special purpose acquisition company, in a transaction that values Cano Health at about $4.4 billion.

The merger is expected to deliver up to $1.49 billion of gross proceeds, including the contribution of up to $690 million of cash held in Jaws Acquisition’s trust account and an $800 million concurrent private placement of common stock of the combined company.

Closing on the merger is anticipated at the end of the first quarter or the beginning of the second quarter of 2021, subject to approval by Jaws Acquisition’s shareholders and other customary conditions.

Cano Health is a Miami-based tech-powered, value-based care delivery platform.

Weld finalizes terms

Weld North Education firmed pricing on its fungible $412 million incremental first-lien term loan due December 2027 and extended $538 million first-lien term loan to December 2027 at Libor plus 400 bps, the low end of the Libor plus 400 bps to 425 bps guidance, and revised the original issue discount on the incremental term loan to 99.5 from 99, a market source remarked.

The term loan debt (B2/B-) still has a 0.75% Libor floor and 101 soft call protection for six months, and existing lenders are still getting a 25 bps extension fee.

Earlier in syndication, the extended term loan was upsized from $238 million as the company decided to extend all of its first-lien term loan debt from February 2025 as opposed to only extending a portion of the debt.

Recommitments were due at 2 p.m. ET on Tuesday, the source added.

Weld starts trading

Weld North Education’s first-lien term loan debt made its way into the secondary market in the afternoon, with levels quoted at 99¾ bid, par ¼ offered, a trader added.

RBC Capital Markets, BMO Capital Markets, Credit Suisse Securities (USA) LLC, Goldman Sachs Bank USA, KKR Capital Markets and Macquarie Capital (USA) Inc. are leading the deal.

The incremental term loan will be used for a shareholder distribution, to fund an acquisition and for general corporate purposes.

Weld North Education, a portfolio company of Silver Lake Partners, is an education technology company focused on digital curriculum for grades K-12.

BlueCrest reworked, breaks

BlueCrest scaled back its covenant-lite term loan B (B2/B-) to $225 million from $445 million, changed the original issue discount to 94 from talk in the range of 97 to 98 and revised the call protection to a hard call of 102 in year one and 101 in year two from a 101 soft call for one year, a market source remarked.

Additionally, the term loan maturity was changed to July 2024, same as the existing term loan, from a five-year maturity, and the loan is now structured as a non-fungible incremental tranche since the company is no longer refinancing its existing capital structure.

Pricing on the term loan was unchanged at Libor plus 700 bps with a 1% Libor floor.

The term loan began trading during the session, with levels quoted at 94 bid, 96 offered, the source added.

Deutsche Bank Securities Inc., BofA Securities Inc., Goldman Sachs Bank USA and KeyBanc Capital Markets are leading the deal that will be used to fund the acquisition of BCC Software, repay an existing ABL draw, and pay related fees and expenses.

BlueCrest is a Danbury, Conn.-based technology company focused on enterprise print, mail and customer communications. BCC is a Rochester, N.Y.-based provider of postal technology.

MI Windows tops OID

MI Windows and Doors’ $750 million seven-year term loan B (B2/B+) freed to trade as well, with levels quoted at 99¾ bid, par ½ offered on the break and then it moved to par bid, par ½ offered, according to a trader.

Pricing on the term loan is Libor plus 375 bps with a 0.75% 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, pricing on the term loan was reduced from talk in the range of Libor plus 400 bps to 425 bps and the discount was modified from 99.

RBC Capital Markets is the left lead on the deal that will be used to refinance an existing roughly $665 million term loan B priced at Libor plus 550 bps with a 1% Libor floor and to fund an acquisition.

Closing is expected this week.

MI Windows is a Gratz, Pa.-based manufacturer of vinyl, aluminum and fiberglass windows and patio doors.

Cloudera tightens

In more happenings, Cloudera cut price talk on its $500 million seven-year senior secured covenant-lite term loan B (Ba3/BB-) to a range of Libor plus 275 bps to 300 bps from Libor plus 325 bps and adjusted the original issue discount to 99.5 from 99, a market source said.

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

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

Citigroup Global Markets Inc., BofA Securities Inc., J.P. Morgan Securities LLC and Morgan Stanley Senior Funding Inc. are leading the deal that will be used for general corporate purposes, share repurchases and to pay transaction related fees and expenses.

Closing is expected on Dec. 22.

Cloudera is a Santa Clara, Calif.-based enterprise data cloud company.

Service King sets changes

Service King Collision Repair Centers lifted its five-year term loan B to $775 million from $700 million, cut pricing to Libor plus 675 bps from Libor plus 700 bps and revised the original issue discount to 99 from 98.5, according to a market source.

The term loan still has a 0.75% Libor floor and is non-callable for one year, then at 102 in year two and 101 in year three.

BofA Securities Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc. and J.P. Morgan Securities LLC are leading the deal that will be used to refinance existing debt.

Service King is a Richardson, Tex.-based operator of a chain of automobile body repair centers.

PointClickCare revised

PointClickCare lowered pricing on its $450 million seven-year first-lien term loan B (B1/B+) to Libor plus 300 bps from talk in the range of Libor plus 325 bps to 350 bps and moved the original issue discount to 99.5 from 99, a market source remarked.

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

Recommitments were due at 5 p.m. ET on Tuesday and allocations are expected on Wednesday, the source added.

J.P. Morgan Securities LLC is leading the deal that will be used to fund an acquisition and for general corporate purposes.

PointClickCare is a Mississauga, Ont.-based electronic health record technology partner to the long-term post-acute care and senior care industry.

Lakeview downsizes

Lakeview Loan Servicing reduced its 5.5-year term loan B to $275 million from $294.8 million, according to a market source.

Pricing on the term loan B remained at Libor plus 375 bps with a 0.5% Libor floor and an original issue discount of 99.5.

Earlier in syndication, the company eliminated the three-tier pricing grid from the term loan B and shortened the maturity from seven years.

Allocations went out on Tuesday, the source added.

M&T Bank is the left lead on the deal that will be used to extend an existing term loan B from October 2022 that is currently priced at Libor plus 325 bps with a 0.5% Libor floor.

Lakeview Loan is a Coral Gables, Fla.-based mortgage finance company.

RxBenefits tweaks deal

RxBenefits came out with a slew of documentation changes to its $300 million seven-year first-lien term loan (B2/B-) and moved up the commitment deadline to 5 p.m. ET on Tuesday from noon ET on Thursday, according to a market source. Final comments on the credit agreement are due at 5 p.m. ET on Wednesday.

Under the changes, MFN was revised to 50 bps with a 24 month sunset from 75 bps with a six month sunset, and some carve-outs were removed including not applicable for term A loans, not applicable to amounts maturing within 12 months of the first-lien term loan maturity date and applicable to “broadly syndicated term loans” only, the source said. Also, the carve-out for not applicable for the inside maturity basket was reduced to 50% of closing date EBITDA and 50% of consolidated EBITDA from 100% of closing date EBITDA and 100% of consolidated EBITDA.

Furthermore, the unused amount under the incremental facilities general debt basket was removed, investments were reduced to 0.75x inside closing date secured net leverage, which is 6.25x, from closing date secured net leverage, which is 7x, and the look forward under the EBITDA definition was changed to 18 months from up to 24 months.

RxBenefits restricted payments

RxBenefits’ unlimited restricted payments were revised to 1x inside closing date secured net leverage from 0.5x inside closing date secured net leverage and the dollar basket under restricted payments was reduced to 35% of closing date EBITDA from 50%.

Also, unlimited restricted debt payments were changed to 0.75x inside closing date secured net leverage from 0.25x inside closing date secured net leverage, consolidated total debt was clarified to exclude “customer” cash from cash netting, and the company intends on hosting quarterly lender calls on a go-forward basis.

Talk on the first-lien term loan remained at Libor plus 525 bps to 550 bps with a 0.75% Libor floor, an original issue discount of 98 and 101 soft call protection for six months.

The company is also getting a $40 million revolver (B2/B-) and a $120 million privately placed second-lien term loan.

Barclays, Deutsche Bank Securities Inc. and Goldman Sachs Bank USA are leading the deal that will be used to fund a recapitalization of the company by Advent International and Great Hill Partners.

RxBenefits is a Birmingham, Ala.-based pharmacy benefits optimizer for the employee benefit industry.

Unified Women’s accelerated

Unified Women’s Healthcare moved up the commitment deadline for its $420 million senior secured first-lien term loan B (B-) to 5 p.m. ET on Wednesday from 5 p.m. ET on Thursday, a market source said.

Talk on the first-lien term loan is Libor plus 425 bps to 450 bps with a 0.75% Libor floor, an original issue discount of 99 and 101 soft call protection for six months.

The company is also getting a $140 million privately placed second-lien term loan.

Barclays, Credit Suisse Securities (USA) LLC, BofA Securities Inc., RBC Capital Markets, Deutsche Bank Securities Inc. and Antares Capital are leading the deal that will be used to help fund the buyout of the company by Altas Partners and Ares Management Corp.

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

Unified Women’s Healthcare is a Boca Raton, Fla.-based practice management platform in women’s health care.

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