RSA Security discloses price talk on $2 billion of term loans

By Sara Rosenberg

New York, April 5 – RSA Security LLC released price talk on its $2 billion of term loans in connection with its lender call on Monday, according to a market source.

The $1.114 billion seven-year first-lien term loan (B1/B) and $436 million delayed-draw first-lien term loan (B1/B) are talked at Libor plus 450 basis points to 475 bps with a 0.75% Libor floor and an original issue discount of 99, the source said.

Price talk on the $286 million eight-year second-lien term loan (Caa1/B-) and $164 million delayed-draw second-lien term loan (Caa1/B-) is Libor plus 775 bps to 800 bps with a 0.75% Libor floor and a discount of 98.5.

Ticking fees on the first- and second-lien delayed-draw term loans are half the margin from days 46 to 75 and the full margin plus the Libor floor thereafter, the source continued.

JPMorgan Chase Bank, Morgan Stanley Senior Funding Inc., Goldman Sachs Bank USA, UBS Investment Bank, BofA Securities Inc., Barclays and Jefferies LLC are the leads on the deal, with JPMorgan the left lead on the first-lien and Morgan Stanley the left lead on the second-lien.

Commitments are due at 5 p.m. ET on April 15.

Proceeds will be used to support a new equity investment from Clearlake Capital Group LP. With this investment, Clearlake will become an equal partner with Symphony Technology Group, which initially acquired the business in 2020 alongside Ontario Teachers’ Pension Plan Board from Dell Technologies. Ontario Teachers’ will remain a significant minority shareholder.

Closing is expected in the second quarter, subject to regulatory approvals.

RSA is a Bedford, Mass.-based provider of mission critical cybersecurity software and governance risk and compliance management software solutions to enterprises.

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