Tricor/Vistra revises U.S. and euro term loan sizes, sets OID at 97.5

By Sara Rosenberg

New York, March 29 – Tricor/Vistra (Thevelia (US) LLC) downsized its U.S. incremental senior secured first-lien covenant-lite term loan B due June 2029 to $600 million from roughly $700 million and upsized its euro incremental senior secured first-lien covenant-lite term loan B due June 2029 to €816 million from €725 million, according to a market source.

Also, the original issue discount on the U.S. and euro term loans finalized at 97.5, the tight end of the revised talk of 97 to 97.5 and tighter than initial talk in the range of 96 to 97, the source said.

Pricing on the U.S. term loan remained at SOFR plus 475 basis points with a 0.5% floor, and pricing on the euro term loan remained at Euribor plus 475 bps with a 0% floor.

Previously in syndication, the floor on the U.S. term loan was changed to 0.5% from 0%, CSA was added that matches the CSA on Tricor’s existing term loan, 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 were added, the restricted payments basket ratio was revised to 5.5x consolidated total leverage from 6x, the builder basket was changed to exclude 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 was revised to exclude the equity contribution from this transaction, consolidated EBITDA add-backs were changed, and J. Crew and Serta were added.

Along with the U.S. and euro term loans, the company is getting a HK$1.36 billion incremental senior secured first-lien covenant-lite term loan B due June 2029.

Goldman Sachs is the lead arranger and sole left lead bookrunner on the deal (B2//BB+). 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.

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 were offered the option to 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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