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14 Dec, 2021
By Tyler Udland
Investors have received allocations of the $385 million seven-year first-lien term loan for FullBloom that will back the acquisition of the company by American Securities, according to sources The term loan priced at a margin of 425 basis points over the secured overnight financing rate, plus a credit spread adjustment, with a 0.75% floor and an original issue discount of 99 via a J.P. Morgan-led arranger group. The term loan freed to a 99.25/100.25 market. The facility has a 25-basis-point margin step-down at 3.99x first-lien leverage and an additional IPO-based step-down of 25 bps. The MFN protection was revised to 50 bps for 12 months with no carve-outs, from 75 bps with a six-month sunset and various carve-outs, while several other documentation changes were made. Additional financing includes a $75 million, five-year revolver, to be undrawn at close, with a springing first-lien leverage covenant and a $100 million second-lien term loan, rating agencies note. FullBloom is a national provider of academic intervention and behavioral health services for children with special needs and students struggling academically in school.
Terms:
| Borrower | FullBloom (ASP Dream Acquisition Co. LLC) |
| Issue | $385 million first-lien term loan |
| UoP | LBO |
| Spread | Sofr+CSA+425 |
| Sofr+CSA floor | 0.75% |
| Price | 99 |
| Tenor | 7-year |
| YTM | 5.28% |
| Four-year yield | 5.39% |
| Call protection | 101 soft call for 6 months |
| Corporate ratings | B-/B3 |
| Facility ratings | B-/B2 |
| Recovery ratings | 3 |
| Financial covenants | None |
| Arrangers | JPM/Jeff/GS/Macq/KKR |
| Admin agent | JPM |
| Px Talk | Sofr+CSA+425-450/0.75%/99 |
| Sponsor | American Securities |
| Notes | CSA: 10/15/25 (1 month, 3 month, 6 month). MFN protection revised to 50 bps for 12 months. Leverage-based margin step-downs revised from steps at 4.74x and 4.24x. |