Oldcastle, BrightView, Quirch Foods, Kroll loans free to trade; Veracode changes surface

By Sara Rosenberg

New York, April 14 – Oldcastle BuildingEnvelope (Oscar AcquisitionCo LLC) upsized its first-lien term loan B, set the spread at the high end of guidance, removed step-downs, widened the original issue discount, sweetened the call protection and made a number of changes to documentation before breaking for trading on Thursday.

Also, BrightView Landscapes widened pricing on its term loan and revised some documentation items, Quirch Foods Holdings LLC increased the size of its add-on term loan B and added CSA, and Kroll downsized its U.S. incremental first-lien term loan and added a euro incremental first-lien term loan to the capital structure, and then all of these deals freed to trade as well.

In more happenings, Veracode (Mitnick Corporate Purchaser Inc.) changed price talk on its first-lien term loan to focus on the low end of guidance, removed one step-down and tightened original issue discount talk.

Oldcastle reworked

Oldcastle BuildingEnvelope raised its seven-year senior secured covenant-lite first-lien term loan B to $1.685 billion from $1.285 billion, firmed pricing at SOFR+10 basis points CSA plus 450 bps, the wide end of the 425 bps to 450 bps talk, and removed the 25 bps step-down at 4.25x first-lien net leverage and the 25 bps post initial public offering step-down, according to a market source.

Additionally, the original issue discount talk was changed to a range of 96 to 96.5 from 97, and then finalized at 96.5, and the 101 soft call protection was extended to one year from six months, the source said.

Changes were also made to MFN, incremental debt, restricted payments and investments, EBITDA adjustments, asset sales and reporting requirements.

The term loan still has a 0.5% floor.

Oldcastle frees up

Recommitments for Oldcastle BuildingEnvelope’s term loan were due at 10 a.m. ET on Thursday, and the debt began trading later in the day, with levels quoted at 97 bid, 97¾ offered, another source added.

Citigroup Global Markets Inc., JPMorgan Chase Bank, BNP Paribas Securities Corp., Mizuho, Macquarie Capital (USA) Inc., Goldman Sachs Bank USA, MUFG and Stifel are leading the deal that will be used with $585 million of senior unsecured notes to help fund the buyout of the company by KPS Capital Partners LP from CRH plc for an enterprise value of $3.8 billion. The consideration, payable on closing, includes cash of $3.45 billion together with a transfer of lease liabilities of $350 million.

A planned $400 million senior secured notes offering was cancelled with the term loan upsizing.

Closing is expected this quarter, subject to customary conditions and regulatory approvals.

Oldcastle BuildingEnvelope is a supplier of value-added, glazing-focused, interior and exterior products and services.

BrightView flexes, trades

BrightView Landscapes increased pricing on its $1.2 billion seven-year term loan (B1/BB-) to SOFR plus 325 bps from talk in the range of SOFR plus 275 bps to 300 bps, made changes to MFN and the incremental allowance, and added J. Crew protection, a market source said.

The term loan still has a 0.5% floor, an original issue discount of 99 and 101 soft call protection for six months.

Recommitments were due at 12:45 p.m. ET on Thursday and the term loan broke later in the day, with levels quoted at 99 1/8 bid, 99 5/8 offered, another source added.

JPMorgan Chase Bank is leading the deal that will be used to refinance existing debt and for general corporate purposes.

BrightView is a Blue Bell, Pa.-based provider of landscape services.

Quirch tweaked, breaks

Quirch Foods lifted its fungible add-on term loan B (B3/B) due Oct. 27, 2027 to $125 million from $100 million and added CSA of 11.448 bps one-month rate, 26.161 bps three-month rate and 42.826 bps six-month rate, a market source remarked.

As before, the add-on term loan is priced at SOFR plus 450 bps with a 1% floor and an original issue discount of 99, and the add-on and existing term loan are getting 101 soft call protection for six months.

In the afternoon, the add-on term loan freed to trade, with levels quoted at 99½ bid, par ¼ offered, a trader added.

RBC Capital Markets is leading the deal that will be used to repay some ABL borrowings.

In connection with this transaction, pricing on the company’s existing $593 million term loan B will migrate to SOFR+CSA plus 450 bps with a 1% floor from Libor plus 450 bps with a 1% Libor floor.

Quirch Foods is a Coral Gables, Fla.-based specialty protein supplier to chain grocery stores.

Kroll restructured

Kroll trimmed its fungible add-on first-lien term loan due April 2027 to $198 million from $225 million and added a fungible €25 million privately placed incremental first-lien term loan due April 2027 to the transaction, according to a market source.

Pricing on the add-on euro term loan is Euribor plus 400 bps with a 0% floor, in line with the existing euro term loan, and the debt is being issued at an original issue discount of 99.5, the source said.

The U.S. add-on term loan is priced at SOFR plus 375 bps with a 1% floor and a discount of 99.5.

Previously in syndication, the original issue discount on the U.S. term loan was revised from 99.

Kroll hits secondary

During the session, Kroll’s add-on U.S. term loan broke for trading, with levels quoted at 99¾ bid, par ½ offered, another source added.

Goldman Sachs Bank USA, Stone Point Capital Markets, UBS Investment Bank, BofA Securities Inc., Morgan Stanley Senior Funding Inc., KKR Capital Markets, Capital One and Credit Suisse Securities (USA) LLC are leading the deal that will be used to repay revolver borrowings and add cash to the balance sheet.

The company is also seeking through a negative consent amendment to move pricing on its existing U.S. term loan to SOFR plus 375 bps with a 1% floor from Libor plus 375 bps with a 1% Libor floor.

Closing is expected during the week of April 18.

Stone Point is the sponsor.

Kroll, previously known as Duff & Phelps, is a New York-based provider of data, technology and insights for risk, governance and growth.

Veracode modified

In other news, Veracode changed price talk on its $580 million seven-year first-lien term loan (B2/B/BB-) to SOFR+10 bps CSA plus 400 bps from talk in the range of 400 bps to 425 bps, eliminated a 25 bps step-down at 0.5x inside closing first-lien net leverage, and revised the original issue discount talk to a range of 99 to 99.5 from 98.5, a market source said.

The term loan still has a 25 bps step-down at 0.75x inside closing first-lien net leverage, a 0.5% floor and 101 soft call protection for six months.

Commitments are due at noon ET on Tuesday, accelerated from noon ET on Wednesday, the source added.

Deutsche Bank Securities Inc. is the left lead on the deal that will be used to help fund the buyout of the company by TA Associates in a transaction that values Veracode at $2.5 billion. Veracode’s current majority investor, Thoma Bravo, will retain a minority position in the business.

Closing is expected this quarter, subject to customary conditions.

Veracode is a Burlington, Mass.-based provider of application security solutions.

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