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19 Nov, 2021
By Tyler Udland
Investors have received allocations of the $2.005 billion first-lien and $755 million second-lien term loans that will be used to refinance Ascend Learning LLC's existing capital structure and fund a distribution to shareholders, according to sources. The seven-year first-lien term loan priced at the tight end of talk at L+350, with a 0.50% Libor floor and an original issue discount of 99.5. The eight-year second-lien term loan cleared tight to talk at L+575, with a 0.50% floor and an OID of 99.75. The first-lien tranche was initially quoted at 99.625/100.125 following allocations, while the second-lien tranche is quoted at 100.5/101.5. Barclays is left lead arranger and administrative agent on the first-lien tranche, and Goldman Sachs is left lead and agent on the second-lien tranche. The dividend will total $1.138 billion, according to S&P Global Ratings. In addition to the term loans, the company will have a $230 million revolver due 2026, undrawn at close, with a springing first-lien net leverage covenant. Ascend Learning, based in Burlington, Mass., is a provider of healthcare-related educational services.
Terms:
| Borrower | Ascend Learning LLC |
| Issue | $2.005 billion first-lien term loan |
| UoP | Dividend recapitalization |
| Spread | L+350 |
| Libor floor | 0.50% |
| Price | 99.50 |
| Tenor | 7-year |
| YTM | 4.15% |
| Four-year yield | 4.20% |
| Call protection | 101 soft call for 6 months |
| Corporate ratings | B-/B3 |
| Facility ratings | B-/B2 |
| Recovery ratings | 3 |
| Financial covenants | None |
| Arrangers | Barc/GS/MS/BofA/RBC |
| Admin agent | Barc |
| Px Talk | L+350-375/0.5%/99.5 |
| Sponsor | Blackstone/Canada Pension Plan Investment Board |
| Notes |
| Borrower | Ascend Learning LLC |
| Issue | $755 million second-lien term loan |
| UoP | Dividend recapitalization |
| Spread | L+575 |
| Libor floor | 0.50% |
| Price | 99.75 |
| Tenor | 8-year |
| YTM | 6.44% |
| Four-year yield | 6.47% |
| Call protection | 102, 101 hard calls |
| Corporate ratings | B-/B3 |
| Facility ratings | CCC/Caa2 |
| Recovery ratings | 6 |
| Financial covenants | None |
| Arrangers | GS/Barc/MS/BofA/RBC |
| Admin agent | GS |
| Px Talk | L+600/0.5%/99 |
| Sponsor | Blackstone/Canada Pension Plan Investment Board |
| Notes |