Instructure breaks; MKS Instruments, Tibco, Astound Broadband, AppLovin changes surface

By Sara Rosenberg

New York, Oct. 21 – Instructure reduced the spread on its first-lien term loan B and modified the original issue discount and then the debt made its way into the secondary market on Thursday.

In more happenings, MKS Instruments Inc. moved some funds between its U.S. and euro term loans and updated pricing, and Tibco Software Inc. (Bali Finco Inc.) lifted the spread and Libor floor on its first-lien term loan, extended the call protection and added ticking fees.

Also, Astound Broadband (Radiate HoldCo LLC) increased the size of its add-on term loan B, lowered pricing, revised original issue discount talk and added a repricing of its existing term loan B to the mix, and AppLovin Corp. set the margin on its term loan B at the low side of guidance and tightened the issue price.

Furthermore, TransMontaigne Operating Co. LP, IntraFi Network LLC (Nexus Buyer LLC) and Hamilton Projects Acquiror LLC announced price talk with launch, and Byju’s (Think & Learn Private Ltd.) released price talk on its term loan B ahead of its upcoming lender call.

Instructure flexes, frees

Instructure cut pricing on its $500 million first-lien term loan B (B1//BB+) to Libor plus 275 basis points from talk in the range of Libor plus 300 bps to 325 bps and changed the original issue discount to 99.75 from 99.5, according to a market source.

The term loan still has a 0.5% Libor floor and 101 soft call protection for six months.

Recommitments were due at 3 p.m. ET on Thursday and the term loan B began trading later in the day, with levels quoted at 99 7/8 bid, par 3/8 offered, another source added.

JPMorgan Chase Bank, Morgan Stanley Senior Funding Inc., Citigroup Global Markets Inc. and Golub are leading the deal that will be used to refinance existing debt.

Instructure is a Salt Lake City-based educational technology company.

MKS restructures

MKS Instruments raised its U.S. seven-year covenant-lite term loan to $4.7 billion from $4.28 billion, firmed pricing at Libor plus 225 bps, the low end of revised talk of Libor plus 225 bps to 250 bps and down from initial talk of Libor plus 250 bps, and tightened the original issue discount to 99.75 from revised talk of 99.5 and initial talk of 99, a market source said.

The company also scaled back its euro seven-year covenant-lite term loan to €500 million from $1 billion equivalent, and changed the discount talk to a range of 99.5 to 99.75 from revised talk in the range of 99 to 99.5 and initial talk of 99, the source continued.

As before, the U.S. term loan has a 0.5% Libor floor, the euro term loan is priced at Euribor plus 275 bps with a 0% floor, and both loans (Ba1/BB-/BBB-) have 101 soft call protection for six months.

Recommitments are due at 10 a.m. ET on Friday for the U.S. term loan and 4:30 a.m. ET on Friday for the euro term loan, the source added.

The company is also planning on getting a $500 million five-year asset-based revolver.

MKS lead banks

JPMorgan Chase Bank, Barclays, BofA Securities Inc., HSBC Securities, Citigroup Global Markets Inc. and Mizuho are leading MKS Instruments’ credit facilities.

The new debt will be used with cash on hand to fund the acquisition of Atotech Ltd. for $16.20 in cash and 0.0552 of a share of MKS common stock for each Atotech common share, and to refinance existing credit facilities. The equity value of the transaction is $5.1 billion, and the enterprise value is about $6.5 billion.

At close, pro forma gross leverage is expected to be around 4.4x and net leverage is expected to be around 3.7x, based on LTM second-quarter 2021 adjusted EBITDA of $1.208 billion.

Closing is anticipated in the fourth quarter, subject to Atotech shareholder approval, approval of the Royal Court of Jersey, regulatory approvals, and other customary conditions.

MKS is an Andover, Mass.-based provider of technologies that enable advanced processes and improve productivity. Atotech is a Berlin-based specialty chemicals technology company.

Tibco revised

Tibco Software raised pricing on its non-fungible $1.415 billion covenant-lite first-lien term loan (B2/B-) due June 2026 to Libor plus 400 bps from Libor plus 375 bps, changed the Libor floor to 0.5% from 0% and extended the 101 soft call protection to one year from six months, according to a market source.

Also, ticking fees were added to the term loan of half the spread from days 31 to 60 and the full spread thereafter.

As before, the term loan original issue discount talk is 98 to 98.5.

Recommitments are due at noon ET on Friday, the source added.

Nomura, Jefferies LLC, KKR Capital Markets, Macquarie Capital (USA) Inc. and Oak Hill Advisors are leading the deal that will be used to help fund the acquisition of Blue Prism Group plc for £11.25 per share, or £1.1 billion, and to pay fees and expenses.

Tibco, a Vista Equity portfolio company, is a Palo Alto, Calif.-based infrastructure and business intelligence software company. Blue Prism is a U.K.-based provider of intelligent automation for the enterprise.

Astound reworked

Astound Broadband upsized its fungible add-on term loan B due 2026 to up to $720 million from $500 million, trimmed pricing to Libor plus 325 bps from Libor plus 350 bps, and added a repricing of its existing $2.68 billion term loan B to Libor plus 325 bps from Libor plus 350, a market source said.

Original issue discount talk on the term loan debt is 99.75 to par, compared to prior talk on the add-on term loan of a discount of 99.05 to 99.5, the source continued.

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

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

JPMorgan Chase Bank and Credit Suisse Securities (USA) LLC are leading the deal.

The add-on term loan will be used to help fund the acquisition of the Chicago, Evansville, Ind., and Anne Arundel, Md., assets of WOW! Internet, Cable & Phone for $661 million.

Astound Broadband is a Princeton, N.J.-based cable operator.

AppLovin tweaked

AppLovin firmed pricing on its $1.5 billion seven-year term loan B (B1) at Libor plus 300 bps, the low end of the Libor plus 300 bps to 325 bps talk, and adjusted the original issue discount to 99.75 from 99.5, a market source remarked.

The 0.5% Libor floor and 101 soft call protection for six months on the term loan were unchanged.

Recommitments were due at 3:30 p.m. ET on Thursday, the source added.

JPMorgan Chase Bank and KKR Capital Markets are leading the deal that will be used for general corporate purposes, including acquisitions.

AppLovin is a Palo Alto, Calif.-based provider of marketing software.

TransMontaigne talk

In other news, TransMontaigne held its lender call on Thursday afternoon and disclosed price talk on its $1 billion seven-year senior secured term loan B at Libor plus 350 bps with a 0.5% Libor floor and an original issue discount of 99 to 99.5, according to a market source.

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

Commitments are due at noon ET on Nov. 4, the source added.

The company’s $1.15 billion of credit facilities (B1/BB-) also include a $150 million revolver.

Barclays is the left lead on the deal that will be used to refinance existing debt, including outstanding borrowings under a revolving credit facility, a partial repayment of HoldCo debt at TLP Finance Holdings LLC and debt outstanding at additional assets, SeaPort Financing LLC TL, being contributed, fund a distribution to the sponsor as compensation for contributing the SeaPort assets, and pay associated fees and expenses.

TransMontaigne is a Denver-based pure play downstream terminal infrastructure platform.

IntraFi proposed terms

IntraFi launched on its morning call its $540 million eight-year covenant-lite second-lien term loan (Caa2/CCC) at talk of Libor plus 625 bps to 650 bps with a 0.5% Libor floor, an original issue discount of 99 and hard call protection of 102 in year one and 101 in year two, a market source remarked.

Commitments are due at noon ET on Oct. 29, the source added.

Nomura is the left lead on the deal that will be used to fund a distribution to shareholders and pay related fees and expenses.

IntraFi is an Arlington, Va.-based financial technology solutions provider offering deposit placement and funding services to financial institutions.

Hamilton launches

Hamilton Projects Acquiror came out with talk of Libor plus 450 bps with a 0.75% Libor floor, an original issue discount of 99.75 and 101 soft call protection for six months on its $888.75 million senior secured term loan B (B1/BB-) due June 26, 2027 that launched with a call in the morning, according to a market source.

Commitments/consents are due at 5 p.m. ET on Wednesday, the source added.

Morgan Stanley Senior Funding Inc. is leading the deal that will be used to reprice an existing term loan B down from Libor plus 475 bps with a 1% Libor floor.

Hamilton Projects is the owner of two combined cycle gas fired power plants located in Pennsylvania.

Byju’s floats guidance

Byju’s released talk on its $500 million five-year senior secured covenant-lite term loan B at Libor plus 550 bps with a 0.75% Libor floor and an original issue discount of 98.5 ahead of its lender call at 11 a.m. ET on Friday, a market source said.

The margin on the term loan will step-up to Libor plus 600 bps on the date that is nine months post-close in the event that the company has not obtained credit ratings from two of Moody’s, Standard & Poor’s and Fitch.

The term loan has hard call protection of 105 in year one, 103 in year two and 101 in year three, the source continued.

Commitments are due at 5 p.m. ET on Nov. 4.

Morgan Stanley Senior Funding Inc. and JPMorgan Chase Bank are leading the deal that will be used to fund general corporate purposes offshore only, including to support business growth initiatives in North America and to fund potential strategic opportunities.

Byju’s is an India-based educational technology company.

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