Tricor/Vistra reveals tranching on incremental loan, revises OID talk

By Sara Rosenberg

New York, March 28 – Tricor/Vistra’s (Thevelia (US) LLC) roughly $1.66 billion equivalent incremental senior secured first-lien covenant-lite term loan B due June 2029 (B2//BB+) is split between a roughly $700 million tranche, a roughly €725 million tranche and a roughly HK$1.35 billion tranche, according to a market source.

In addition, the floor on the U.S. term loan was changed to 0.5% from 0% and CSA was added that matches the CSA on Tricor’s existing term loan.

Also, original issue discount talk on the U.S. and euro term loans was revised to a range of 97 to 97.5 from a range of 96 to 97, the source said.

Price talk on the U.S. term loan is SOFR plus 475 basis points, and talk on the euro term loan is Euribor plus 475 bps with a 0% floor.

Furthermore, the ratio debt incurrence test for pari debt was modified to 5x consolidated first-lien leverage from 5.5x, MFN trigger was revised to 50% of consolidated EBITDA from 100% of consolidated EBITDA, asset sale step-downs were removed, quarterly and annual lender calls are now required, the restricted payments basket ratio was revised to 5.5x consolidated total leverage from 6x, the builder basket now excludes the equity contribution from this transaction, a non-guarantor sublimit was added of greater of 100% of EBITDA and $441 million, the contribution debt basket now excludes the equity contribution from this transaction, consolidated EBITDA add-backs were changed, and J. Crew and Serta were added.

Goldman Sachs is the lead arranger and sole left lead bookrunner on the deal. Barclays, Deutsche Bank Securities Inc., HSBC Securities, BNP Paribas Securities Corp., Citigroup Global Markets Inc., Credit Agricole, Morgan Stanley Senior Funding Inc., MUFG, Nomura and Standard Chartered are lead arrangers and joint bookrunners.

Commitments were scheduled to be due at the end of the day on Tuesday for U.S. lenders and are due at 6 a.m. ET on Wednesday for euro lenders, the source added.

Proceeds will support the merger of Tricor, which was acquired by Baring Private Equity Asia (BPEA) in 2021, and Vistra, which was acquired by BPEA in 2015, and to prepay Vistra’s existing first-lien term loan Bs.

Existing Vistra first-lien term loan B lenders can vote to register for cashless roll into the incremental term loan.

The maturity of the incremental term loan matches the maturity on Tricor’s existing first-lien term loan B.

Tricor is a Hong Kong-based business expansion specialist. Vistra is a Hong Kong-based fund administrator and corporate service provider.

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