Optiv first-lien term loan frees to trade above OID; TMF Group price talk surfaces

By Sara Rosenberg

New York, April 18 – Optiv Parent Inc. reduced the size of its first-lien term loan and finalized the spread at the wide end of guidance, and increased the size of its second-lien PIK toggle facility, before freeing up for trading on Tuesday.

In more happenings, TMF Group (TMF Sapphire Bidco BV) disclosed price talk on its U.S. and euro term loans in connection with its lender call, and Titan Acquisition Holdings joined this week’s primary calendar with a leveraged buyout financing transaction.

Optiv revised, breaks

Optiv trimmed its first-lien term loan (B3/B-) due August 2026 to $650 million from $725 million and set pricing at SOFR plus 525 basis points, the high end of the SOFR plus 500 bps to 525 bps talk, according to a market source.

With the term loan downsizing, the company lifted its privately placed second-lien PIK toggle facility to $260 million from $185 million, the source said.

As before, the term loan has a 1% floor, an original issue discount of 96.5 and 101 soft call protection for six months.

Recommitments were due at 4 p.m. ET on Tuesday and the term loan began trading later in the day, with levels quoted at 96¾ bid, another source added.

Jefferies LLC, KKR Capital Markets, US Bank, Goldman Sachs Bank USA, SMBC and Mizuho are leading the deal that will be used to refinance the company’s existing debt and fund the acquisition of ClearShark LLC, a Maryland-based advisor and top value-added reseller of cybersecurity and modernization technology to the U.S. federal government.

Optiv is a Denver-based pureplay cyber security solutions provider.

TMF guidance

TMF Group held its lender call on Tuesday morning and announced price talk on its minimum $400 million term loan B due May 2028 and €950 million term loan B due May 2028, a market source remarked.

The U.S. term loan is talked at SOFR plus 500 bps with a 0% floor and an original issue discount of 97 to 98, and the euro term loan is talked at Euribor plus 475 bps with a 0% floor and a discount of 97 to 98, the source said. Both term loans (B2/B) have 101 soft call protection for six months.

Commitments are due at 10 a.m. ET on April 27.

Goldman Sachs is the left lead on the U.S. term loan. Barclays, Goldman Sachs, HSBC Securities and Nomura are the physical bookrunners on the euro loan, and Deutsche Bank and Jefferies are passive bookrunners. HSBC is the agent.

The term loans will be used to extend the maturity of an existing €950 million term loan B due May 2025, to refinance existing second-lien debt, to repay revolving credit facility borrowings and for acquisition activity.

CVC and ADIA are the sponsors.

TMF Group is an Amsterdam-based provider of legal financial and employee administration services.

Titan on deck

Titan Acquisition set a lender call for 11 a.m. ET on Wednesday to launch a $675 million seven-year first-lien term loan B that is talked at SOFR plus 475 bps with a 25 bps step-down upon an initial public offering, a 0% floor, an original issue discount of 97 to 98 and 101 soft call protection for six months, according to a market source.

The term loan has ticking fees of half the spread from days 46 to 90 and the full spread thereafter.

Commitments are due at 5 p.m. ET on April 27, the source added.

JPMorgan Chase Bank, BNP Paribas Securities Corp., Mizuho, Wells Fargo Securities LLC and BofA Securities Inc. are leading the deal that will be used to help fund the buyout of the company by Lone Star Funds from Carlyle and Stellex Capital Management.

Closing is expected this year, subject to customary conditions, including governmental approvals.

Titan is a Portland, Ore.-based provider of ship repair services and marine and heavy complex fabrication. The company was formed in 2019 through the combination of Vigor Industrial LLC and MHI Holdings LLC.

Fund flows

In other news, actively managed loan fund flows on Monday were negative $70 million and loan ETFs were negative $2 million, market sources said.

Outflows for loan funds week-to-date total an estimated $143 million, versus outflows in the prior week of $461 million, sources added.

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