Brooks Automation finalizes terms for $900M 1st-lien, $205M 2nd-lien term loans

Brooks Automation Inc. has set final terms on its first-lien and second-lien term loans, upsizing the first-lien tranche to $900 million from $825 million while keeping the second-lien tranche at $205 million, according to sources. Recommitments are due by 5 p.m. ET today.

The seven-year first-lien term loan is now offered at L+325, with a 0.50% Libor floor and an original issue discount of 99.5. The facility will have a 25-basis-point margin step-down at 4x first-lien net leverage, while an IPO-based step-down was removed. Lenders are offered six months of 101 soft call protection. At final terms, the yield to maturity is 3.89%.

The eight-year second-lien term loan finalized at L+550, with a 0.50% Libor floor and an OID of 99, from initial guidance of L+625-650. There are hard calls of 102 and 101 in years one and two, respectively. Yield to maturity is now 6.31%.

There is no ticking fee on the facilities for the first 45 days; the ticking fee is 50% of the margin from days 46-90 and 100% of the margin thereafter.

Barclays is left lead arranger on the first-lien loan, while Goldman Sachs is left lead arranger on the second-lien loan. The arranger group includes Credit Suisse, Deutsche Bank, UBS, MUFG, Sumitomo Mitsui and Stifel. Barclays is administrative agent on the first-lien, while Goldman Sachs is administrative agent on the second-lien.

Rating agencies have assigned first-lien ratings of B/B1, with a 3 recovery rating from S&P Global Ratings, while second-lien ratings are CCC+/Caa1, with a 6 recovery rating. Corporate ratings are B/B2, with a stable outlook from both Ratings and Moody's. The borrower is listed under Altar BidCo Inc.

Proceeds from the deal will be used to back the acquisition of the company's Semiconductor Solutions Group business by Thomas H. Lee. The additional proceeds from the upsizing will be used to reduce the sponsor equity check, which previously was about $2 billion. Financing also includes a $175 million revolving credit facility due 2027, according to Ratings.

Brooks Automation Inc.'s Semiconductor Solutions Group business provides high-precision, high-throughput vacuum robots and systems as well as contamination control solutions to the global semiconductor capital equipment industry. Brooks Automation provides automation and cryogenic services for multiple markets, including semiconductor manufacturing and life sciences.