RxBenefits firms $300 million term loan at Libor plus 525 bps

By Sara Rosenberg

New York, Dec. 17 – RxBenefits, Inc. (RXB Holdings, Inc.) finalized pricing on its $300 million seven-year first-lien term loan (B2/B-) at Libor plus 525 basis points, the low end of the Libor plus 525 bps to 550 bps talk, according to a market source.

The term loan still has a 0.75% Libor floor, an original issue discount of 98 and 101 soft call protection for six months.

Previously in syndication, a number of documentation revisions were made to the first-lien term loan.

Under the earlier changes, the most favored nation interest 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 non-applicability for term A loans, non-applicability to amounts maturing within 12 months of the first-lien term loan maturity date and applicability to “broadly syndicated term loans” only, the source said. Also, the non-applicability for the inside maturity basket carve-out 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 period under the EBITDA definition was changed to 18 months from up to 24 months.

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 to host quarterly lender calls on a go-forward basis.

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 the bookrunners on the deal. Barclays is the administrative agent.

Proceeds 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.

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