22 Oct, 2021

MKS Instruments prints $5.28B-equivalent cross-border term loans; terms

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