19 Nov, 2021

Ascend Learning wraps $2B 1st-lien, $755M 2nd-lien term loans; terms

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