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22 Oct, 2021
By Tyler Udland and David Cox
Investors have received allocations of the $5.28 billion-equivalent, cross-border term loan financing supporting MKS Instruments Inc.'s acquisition of Atotech, according to sources. The $4.71 billion dollar-denominated, seven-year term loan priced tight to talk at L+225, with a 0.50% Libor floor and an original issue discount of 99.75. The €500 million euro-denominated, seven-year term loan also priced tight to talk at E+275, with a 0% floor and an OID of 99.75. Financing also includes a $500 million, five-year revolving credit facility. J.P. Morgan led the arranger group that also included Barclays, BofA Securities, HSBC, Citi and Mizuho. MKS agreed to buy specialty chemical company Atotech for $5.1 billion at the start of July in a stock-and-cash deal designed to expand the group's chip-making capabilities. At close of the takeover, the combined firm is expected to report pro forma gross and net leverage of roughly 4.4x and 3.7x, respectively, based on pro-forma last-12-months second-quarter 2021 adjusted EBITDA of $1.2 billion. MKS Instruments provides instruments, subsystems and process-control solutions that measure, monitor, deliver, analyze, power and control critical parameters of manufacturing processes. Atotech is a process chemicals technology company.
Terms:
| Borrower | MKS Instruments |
| Issue | $4.71 billion first-lien term loan |
| UoP | M&A |
| Spread | L+225 |
| Libor floor | 0.50% |
| Price | 99.75 |
| Tenor | 7-year |
| YTM | 3.08% |
| Four-year yield | 3.10% |
| Call protection | 101 soft call for 6 months |
| Corporate ratings | BB/Ba1/BB+ |
| Facility ratings | BB/Ba1/BBB- |
| Recovery ratings | 3/1 |
| Financial covenants | None |
| Arrangers | JPM/Barc/BofA/HSBC/Citi/Miz |
| Admin agent | JPM |
| Px Talk | L+250/0.50%/99 |
| Sponsor | Public |
| Notes |
| Borrower | MKS Instruments |
| Issue | €500 million first-lien term loan |
| UoP | M&A |
| Spread | E+275 |
| Libor floor | 0.00% |
| Price | 99.75 |
| Tenor | 7-year |
| YTM | 2.82% |
| Four-year yield | 2.85% |
| Call protection | 101 soft call protection for 6 months |
| Corporate ratings | BB/Ba1/BB+ |
| Facility ratings | BB/Ba1/BBB- |
| Recovery ratings | 3/1 |
| Financial covenants | None |
| Arrangers | JPM/Barc/BofA/HSBC/Citi/Miz |
| Admin agent | JPM |
| Px Talk | E+275/0%/99 |
| Sponsor | Public |
| Notes |