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Published on 9/28/2021 in the Prospect News Bank Loan Daily.

Azurity, Starwood break; Therma Holdings, NorthStar updates emerge; MDVIP, Jack accelerated

By Sara Rosenberg

New York, Sept. 28 – Azurity Pharmaceuticals Inc. reduced the size of its term loan, widened the spread and issue price, and sweetened the call protection before freeing up for trading, and Starwood Property Mortgage’s term loan debt hit the secondary market as well.

In more happenings, Therma Holdings LLC (Refficiency Holdings LLC) upsized its incremental term loans, and tightened the original issue discount on the funded incremental tranche, and NorthStar Group Services Inc. set the issue price on its incremental term loan at the tight end of guidance.

Also, MDVIP and Jack Entertainment LLC (Jack Ohio Finance LLC) accelerated the commitment deadlines for their loan transactions.

Additionally, Castlelake Aviation Ltd., ExamWorks, American Tire Distributors Inc., Specialty Building Products Holdings LLC, Oregon Tool, Conduent, Petmate, Loyalty Ventures Inc. (LoyaltyOne), IMA Financial Group and Lucky Bucks released price talk with launch.

Furthermore, Ali Group, Wrench Group LLC, Trade Me Group Ltd. (Titan Acquisitionco), Cloudmed and APi Group Inc. joined this week’s primary calendar.

Azurity reworked, frees

Azurity Pharmaceuticals scaled back its term loan to $550 million from $600 million, lifted pricing to Libor plus 600 basis points from talk in the range of Libor plus 475 bps to 500 bps and revised the original issue discount to 97 from 99, a market source remarked.

Also, the call protection on the term loan was modified to 102 in year one and 101 in year two from a 101 soft call for six months, the source continued.

The term loan still has a 0.75% Libor floor.

Commitments were due at 2 p.m. ET on Tuesday and the term loan broke for trading later in the day, with levels quoted at 97½ bid, another source added.

JPMorgan Chase Bank and Truist Securities Inc. are leading the deal that will be used to fund the acquisition of Arbor Pharmaceuticals Inc. from existing investors including JW Asset Management and KKR.

Wilmington, Mass.-based Azurity and Atlanta-based Arbor are specialty pharmaceutical companies.

Starwood starts trading

Starwood Property’s fungible $150 million add-on term loan B (BB-/BBB-) and repriced $250 million term loan freed up too, with levels quoted at par 1/8 bid, par 5/8 offered, a market source said.

Pricing on the term loan debt is Libor plus 325 bps with a 0.75% Libor floor. The add-on term loan was sold at an original issue discount of 99.75 and the repricing was offered with a 25 bps amendment fee.

During syndication, pricing on the add-on term loan was lowered from Libor plus 350 bps and the discount was tightened from 99.5, and the repricing was added to the transaction.

JPMorgan Chase Bank is leading the deal.

Proceeds from the add-on term loan will be used to repay repurchase facilities.

Starwood Property Mortgage is a finance company.

Therma modified

In other news, Therma Holdings raised its incremental first-lien term loan due December 2027 to $370 million from $350 million and incremental first-lien delayed-draw term loan due December 2027 to $71,691,533 from $67,816,310, and changed the original issue discount on the incremental funded first-lien term loan to 99.75 from 99.5, according to a market source.

As before, pricing on the incremental term loan debt is Libor plus 375 bps with two 25 bps leverage-based step-downs and a 25 bps step-down following the consummation of a qualified initial public offering, and a 0.75% Libor floor, and the incremental delayed-draw term loan has an original issue discount of 99.

The company’s repriced existing $388.05 million first-lien term loan and $75 million delayed-draw term loan remained at Libor plus 375 bps with a 0.75% Libor floor, with the repriced funded loan offered at par and the repriced delayed-draw loan offered at a discount of 99.

All of the first-lien term loan debt is getting 101 soft call protection for six months.

Earlier in syndication, pricing on the incremental debt was cut from Libor plus 400 bps, and the company added the repricing of its existing debt from Libor plus 400 bps with a 0.75% Libor floor and the call protection.

Therma shuts books

Commitments and consents for Therma Holdings’ term loans continued to be due at 11 a.m. ET on Tuesday, the source added.

Jefferies LLC, Societe Generale, BMO Capital Markets Corp. and MUFG are leading the deal.

The incremental term loans will be used to fund acquisitions and, because of the upsizings, to add cash to the balance sheet for general corporate purposes.

Therma Holdings is a San Jose, Calif.-based full life-cycle energy solutions provider.

NorthStar updated

NorthStar Group firmed the original issue discount on its fungible $200 million incremental term loan due November 2026 at 99.5, the tight end of the 99 to 99.5 talk, a market source said.

Pricing on the incremental term loan is Libor plus 550 bps with a 1% Libor floor, in line with the existing term loan.

Commitments are due at 2 p.m. ET on Wednesday, moved up from Thursday, the source added.

Macquarie Capital (USA) Inc. is leading the deal that will be used to fund a recapitalization, which will include new third-party equity.

NorthStar is a New York-based provider of specialized environmental and technical services to government and commercial facility owners in need of operational, decommissioning and remediation services.

MDVIP tweaks timing

MDVIP accelerated the commitment deadline for its $500 million seven-year first-lien term loan (B2/B) and $185 million eight-year second-lien term loan (Caa2/CCC+) to noon ET on Wednesday from noon ET on Thursday, according to a market source.

Talk on the first-lien term loan is Libor plus 400 bps with two 25 bps leverage-based step-downs, a 0.5% Libor floor, an original issue discount of 99 and 101 soft call protection for six months, and talk on the second-lien term loan is Libor plus 675 bps to 700 bps with a 0.5% Libor floor, a discount of 99 and hard call protection of 102 in year one and 101 in year two.

Goldman Sachs Bank USA, Jefferies LLC, Societe Generale, KeyBank Capital Markets, KKR Capital Markets, Citizens Bank and Stone Point are leading the deal, with Goldman left on the first-lien and Jefferies left on the second-lien.

Proceeds will help fund the buyout of the company by Goldman Sachs Asset Management and Charlesbank Capital Partners from Leonard Green & Partners and Summit Partners.

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

MDVIP is a Boca Raton, Fla.-based provider of membership-based private health care services.

Jack accelerated

Jack Entertainment moved up the commitment deadline for its $250 million seven-year covenant-lite first-lien term loan to 5 p.m. ET on Wednesday from 5 p.m. ET on Thursday, a market source said.

Talk on the term loan is Libor plus 500 bps to 525 bps with a 0.75% Libor floor, an original issue discount of 99 and 101 soft call protection for six months.

The company’s $275 million of credit facilities (B2/B-) also include a $25 million revolver.

Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., Goldman Sachs Bank USA and KeyBanc Capital Markets are leading the deal that will be used to refinance existing debt, to fund a shareholder distribution and for general corporate purposes.

Jack Entertainment is a Cleveland-based regional gaming operator.

Castlelake proposed terms

Castlelake Aviation held its lender call on Tuesday morning and announced talk on its $1.18 billion five-year senior secured first-lien term loan B (Ba3/BB/BB+) at Libor plus 275 bps to 300 bps with a 0.5% Libor floor, an original issue discount of 99 and 101 soft call protection for six months, according to a market source.

Commitments are due on Oct. 7, the source added.

Morgan Stanley Senior Funding Inc., Citigroup Global Markets Inc., MUFG, Goldman Sachs Bank USA, RBC Capital Markets, Barclays and Natixis are leading the deal that will be used with $420 million of other unsecured debt to purchase the Day 1 Portfolio, to refinance existing debt, capitalize the new corporate Castlelake entity and pay related fees and expenses.

Castlelake Aviation is a newly formed Ireland-based aircraft leasing company wholly owned by affiliates of Castlelake LP.

ExamWorks launches

ExamWorks held its call in the afternoon, launching its $1.7 billion seven-year first-lien term loan (B1/B) at talk of Libor plus 375 bps with a 0.5% Libor floor and an original issue discount of 99.5, a market source said.

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

Commitments are due at noon ET on Oct. 7, the source added.

The company is also getting a $540 million privately placed second-lien term loan.

BofA Securities Inc., Goldman Sachs Bank USA, Barclays, Deutsche Bank Securities Inc., Truist, Nomura, Jefferies LLC, BNP Paribas Securities Corp. and Societe Generale are leading the deal that will be used to help fund the buyout of the company by CVC Capital Partners. The company’s current owners, Leonard Green & Partners LP and GIC, will retain significant equity stakes in the business.

Closing is expected this year, subject to customary conditions and receipt of required regulatory approvals.

ExamWorks is an Atlanta-based provider of independent medical examinations, peer reviews, bill reviews, Medicare compliance, record retrieval, document management and related services.

American Tire talk

American Tire Distributors announced price talk of Libor plus 625 bps with a 0.75% Libor floor and an original issue discount of 98 to 99 on its $1 billion seven-year term loan B (Caa1/B-/B-) with its afternoon call, according to a market source.

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

Commitments are due at noon ET on Oct. 7, the source added.

BofA Securities Inc., Wells Fargo Securities LLC and Citigroup Global Markets Inc. are leading the deal that will be used to refinance existing debt.

American Tire is a Huntersville, N.C.-based tire distributor.

Specialty Building guidance

Specialty Building Products came out with talk of Libor plus 375 bps to 400 bps with certain steps, a 0.5% Libor floor, an original issue discount of 99 to 99.5 and 101 soft call protection for six months on its $800 million seven-year first-lien term loan B (B2/B-) that launched with a call in the morning, a market source remarked.

Commitments are due at noon ET on Oct. 7, the source added.

Barclays is leading the deal, which will be used to fund the acquisition of Reeb Millwork Corp. and another acquisition that is currently under a letter-of-intent.

Closing on the Reeb transaction is expected before the end of October, subject to customary conditions.

Specialty Building is a Duluth, Ga.-based distributor of branded specialty building products. Reeb is a Bethlehem, Pa.-based fabricator and supplier of interior and exterior doors.

Oregon Tool talk

Oregon Tool launched on its morning call its $800 million seven-year term loan B (B1/B-) at talk of Libor plus 400 bps with a 0.5% Libor floor and an original issue discount of 99, according to a market source.

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

Commitments are due at noon ET on Oct. 7, the source added.

BofA Securities Inc., JPMorgan Chase Bank, Goldman Sachs Bank USA, Jefferies LLC and Houlihan Lokey are leading the deal that will be used to help fund the buyout of the company by Platinum Equity from American Securities and P2 Capital.

Closing is expected in the fourth quarter.

Oregon Tool is a Portland, Ore.-based manufacturer and distributor of aftermarket-driven professional grade cutting tools, outdoor equipment accessories and parts.

Conduent holds call

Conduent held its call in the afternoon and launched its $515 million seven-year term loan B (BB-) at talk of Libor plus 400 bps to 425 bps with a 0.5% Libor floor and an original issue discount of 99, a market source said.

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

Commitments are due at noon ET on Oct. 7, the source added.

BofA Securities Inc. and Citigroup Global Markets Inc. are leading the deal that will be used to help refinance the company’s existing capital structure.

Conduent is a provider of business process services.

Petmate guidance

Petmate announced price talk on its $525 million first-lien term loan (B3/B-) and $155 million second-lien term loan (Caa2/CCC) in connection with its lender call during the session, according to a market source.

Talk on the first-lien term loan is Libor plus 475 bps to 500 bps with a 0.5% Libor floor, an original issue discount of 99 and 101 soft call protection for six months, and talk on the second-lien term loan is Libor plus 825 bps to 850 bps with a 0.5% Libor floor, a discount of 98.5 and hard call protection of 102 in year one and 101 in year two, the source said.

Commitments are due at noon ET on Oct. 13.

BMO Capital Markets, Jefferies LLC, Antares Capital and KKR Capital Markets are leading the deal that will be used to help fund the buyout of the company by Platinum Equity.

Petmate is an Arlington, Tex.-based manufacturer of pet products.

Loyalty comes to market

Loyalty Ventures held a lender call at 1:30 p.m. ET to launch a $500 million term loan B (BB-) talked at Libor plus 425 bps with a 0.5% Libor floor, an original issue discount of 98 to 98.5 and call protection of non-callable for one year, then at 102 in year two and 101 in year three, a market source remarked.

Commitments are due at 2 p.m. ET on Oct. 8, the source added.

BofA Securities Inc., Deutsche Bank Securities Inc., MUFG, RBC Capital Markets, Morgan Stanley Senior Funding Inc., Regions Bank, Citizens Bank, Fifth Third, Truist, Wells Fargo Securities LLC, Mizuho, JPMorgan Chase Bank and Texas Capital are leading the deal that will be used to help fund the company’s spinoff from Alliance Data Systems Corp.

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

Loyalty Ventures is comprised of Canadian Air Miles Reward Program, a loyalty program in Canada, and Netherlands-based BrandLoyalty, a provider of tailor-made campaign-based loyalty solutions for high frequency retailers.

IMA proposed terms

IMA Financial disclosed talk of Libor plus 400 bps to 425 bps with a 0.5% Libor floor, an original issue discount of 99 and 101 soft call protection for six months on its $530 million term loan that launched during the session, according to a market source.

Commitments are due on Oct. 12, the source added.

BMO Capital Markets, JPMorgan Chase Bank, Citigroup Global Markets Inc. and U.S. Bank are leading the deal, which will be used to refinance about $250 million of existing debt and fund acquisitions under letters-of-intent.

IMA Financial is an insurance brokerage firm.

Lucky Bucks add-on

Lucky Bucks held a lender call during market hours to launch a fungible $50 million add-on term loan due July 2027 talked with an original issue discount of 98 to 98.5, a market source said.

Pricing on the add-on term loan is Libor plus 550 bps with a 0.75% Libor floor, in line with existing term loan pricing.

Commitments are due on Oct. 7, the source added.

Macquarie Capital (USA) Inc. is leading the deal that will be used for acquisition financing and to repay revolver borrowings.

Lucky Bucks is a Norcross, Ga.-based digital skill-based coin operated amusement machine route operator.

Ali schedules call

Ali Group set a lender call for 10:30 a.m. ET on Wednesday to launch its previously announced $2.25 billion term loan B (Baa3/BB+), according to a market source.

Based on filings with the Securities and Exchange Commission, the company is also expected to get a $250 million revolver and a $1.25 billion equivalent euro term loan A, and has a commitment for a $750 million senior secured bridge loan.

Goldman Sachs and Mediobanca are leading the debt that will be used to fund the acquisition of Welbilt Inc. for $24.00 per share, or about $3.5 billion in aggregate equity value and $4.8 billion in enterprise value, refinance Welbilt debt and add cash to balance sheet.

Closing is expected in early 2022, subject to customary conditions, including the approval of Welbilt shareholders.

Ali is a Milan, Italy-based foodservice equipment company. Welbilt is a New Port Richey, Fla.-based commercial foodservice equipment company.

Wrench readies loan

Wrench Group will hold a lender call at 1 p.m. ET on Wednesday to launch a fungible $200 million incremental first-lien term loan due April 30, 2026, a market source remarked.

Pricing on the incremental first-lien term loan is Libor plus 400 bps with a 0% Libor floor, in line with the existing term loan, and the incremental debt is talked with an original issue discount of 99.25, the source said.

Both the incremental and the existing first-lien term loan are getting 101 soft call protection for six months.

Commitments are due at noon ET on Oct. 7, the source added.

Jefferies LLC, Macquarie Capital (USA) Inc. and Antares Capital are leading the deal that will be used with a fungible $90 million privately placed incremental second-lien term loan to fund the acquisition of Morris-Jenkins, a provider of air conditioning, heating and plumbing services in Charlotte and the surrounding areas.

Pro forma for the transaction, the first-lien term loan will total about $569 million and the second-lien term loan will total $165 million.

Wrench Group is a provider of home maintenance and repair services specializing in heating, ventilation and air conditioning, plumbing, electrical and water quality services.

Trade Me joins calendar

Trade Me Group emerged with plans to hold a lender call at 2:30 p.m. ET on Wednesday to launch a $775 million equivalent U.S and New Zealand dollar seven-year first-lien term loan, of which a minimum of $600 million will be a U.S. tranche, according to a market source.

The first-lien term loan has 101 soft call protection for six months, the source said.

Commitments are due at 5 p.m. ET on Oct. 7.

The company is also getting a $107 million revolver and a $331 million privately-placed second-lien term loan.

Credit Suisse Securities (USA) LLC is the left lead on the deal that will be used to repay existing debt and fund a shareholder distribution.

Trade Me is an operator of online classified marketplaces for motor vehicles, property and jobs in New Zealand.

Cloudmed on deck

Cloudmed scheduled a lender call for 11 a.m. ET on Thursday to launch a $638 million first-lien term loan, a market source said.

Goldman Sachs Bank USA is the left lead on the deal that will be used to reprice an existing term loan.

Cloudmed, formerly known as Revint, is an Atlanta-based provider of end-to-end revenue integrity solutions that identify and recover unidentified or underpaid revenue on behalf of healthcare systems.

APi coming soon

APi Group set a lender call for 11 a.m. ET on Wednesday to launch a new loan to current and prospective lenders, according to a market source.

Citigroup Global Markets Inc. is the left lead on the deal.

The company recently said in an 8-K filed with the Securities and Exchange Commission that it has a commitment for a new term loan and plans to issue senior notes to help fund its acquisition of the Chubb Fire & Security business from Carrier Global Corp. for an enterprise value of $3.1 billion, comprised of $2.9 billion cash and about $200 million of assumed liabilities and other adjustments.

Other funds for the Chubb transaction are expected to come from cash on hand and a perpetual preferred equity financing from Blackstone Group and Viking Global Investors.

Closing is expected around year-end, subject to a consultation process and standard regulatory approvals.

APi is a New Brighton, Minn.-based business services provider of safety, specialty and industrial services. Chubb is a U.K.-based fire safety and security provider.


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