14 Dec, 2021

FullBloom completes $385M term loan for buyout at tight end of talk; terms

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.