5 Feb, 2021

Klöckner Pentaplast allocates ESG-link leveraged loan, bond refinancing; terms

Klöckner Pentaplast GmbH has completed its cross-border bond and loan refinancing transaction. The new financing package includes a €1.2 billion-equivalent dual-currency five-year term loan B and a €700 million euro-denominated dual-tranche offering of bonds, consisting of a €400 million five-year (non-call two) tranche of senior secured bonds and €300 million of 5.5-year (non-call two) unsecured bonds. All four pieces of debt were completed at pricing tighter than the original guidance. The unsecured bonds were downsized from €325 million in syndication, as the loans were increased.

On the loan, J.P. Morgan (sole physical) and Credit Suisse were joint global coordinators and joint bookrunners. Deutsche Bank, Goldman Sachs, BofA Securities, and Rabobank are joint bookrunners on the euro facility, while Deutsche Bank, Goldman Sachs, BofA Securities, and Wells Fargo were joint bookrunners on the dollar piece.

On the bonds, J.P. Morgan (sole physical and B&D) and Credit Suisse were joint global coordinators and joint bookrunners, while Deutsche Bank and Goldman Sachs were senior bookrunners. BofA Securities and Rabobank were joint bookrunners.

Proceeds from the term loans and bonds will be used to take out Klöckner Pentaplast's term loans split between tranches of €725 million in euros and €691.8 million in dollars, and the firm's payment-in-kind-toggle notes due 2023 that total €473 million. The financing will also include a €150 million revolving credit facility due 2025 with a springing leverage covenant, S&P Global Ratings notes. Pro forma the refinancing, the company will have a leverage ratio of 4.86x net secured and 6.36x net total, based on pro forma adjusted EBITDA of €305.5 million.

SVP-backed Klöckner Pentaplast produces rigid plastic films used in packaging for pharmaceuticals, medical devices, food and other applications. Terms:

Borrower KP Germany Erste GmbH; Klöckner Pentaplast of America Inc.; Kleopatra Finco Sarl
Issue €600 million term loan B
Spread E+475
Euribor floor 0%
Price 99.5
Tenor Five years
YTM 4.96%
Leveraged-based margin ratchets Two step-downs of 25 bps each per 0.5x deleveraging from opening SSNL
ESG-based margin ratchets Based on three ESG KPIs (based on emissions, packaging, and women in management) with each having independent ratchet of +/- 2.5 bps tested annually
Call protection Six months 101 soft-call
Corporate ratings B/B3
Facility ratings B/B2
Recovery ratings 3
Financial covenants None
Joint global coordinators & joint bookrunners JPM (sole physical), CS
Joint bookrunners DB, GS, BofA, Rabobank
Sustainability coordinators JPM, Rabobank
Admin agent JPM
Price talk E+475-500, 0% floor, 98.5, revised to E+475 at 98.5-99
Notes Leverage-based ratchets reduced from three to two in syndication

Borrower KP Germany Erste GmbH; Klöckner Pentaplast of America Inc.; Kleopatra Finco Sarl
Issue $725 million term loan B
Spread L+475
LIBOR floor 0.5%
Price 99.5
Tenor Five years
YTM 5.48%
Leveraged-based margin ratchets Two step-downs of 25 bps each per 0.5x deleveraging from opening SSNL
ESG-based margin ratchets Based on three ESG KPIs (based on emissions, packaging, and women in management) with each having independent ratchet of +/- 2.5 bps tested annually
Call protection Six months 101 soft-call
Corporate ratings B/B3
Facility ratings B/B2
Recovery ratings 3
Financial covenants None
Joint global coordinators & joint bookrunners JPM (sole physical), CS
Joint bookrunners DB, GS, BofA, Wells Fargo
Sustainability coordinators JPM, Rabobank
Admin agent JPM
Price talk L+475-500 with a 0% floor at 98.5, revised to L+475 at 99-99.5

Borrower Kleopatra Finco Sàrl
Ratings B/B2
Amount €400 million
Issue Senior secured notes
Coupon 4.25%
Price 100
Yield 4.25%
Spread B+497 bps
Maturity March 1, 2026
Call Non-call two (50%, 25%, par)
Trade Feb. 4, 2021
Settle Feb. 12, 2021 (T+6)
Global coordinators and joint bookrunners JPM (sole physical, B&D), CS
Senior bookrunners DB, GS
Joint bookrunners BofA, Rabobank

Borrower Kleopatra Holdings 2 SCA
Ratings CCC+/Caa2
Amount €300 million
Issue Senior notes
Coupon 6.5%
Price 100
Yield 6.5%
Spread B+720 bps
Maturity Sept. 1, 2026
Call Non-call two (50%, 25%, par)
Trade Feb. 4, 2021
Settle Feb. 12, 2021 (T+6)
Global coordinators and joint bookrunners JPM (sole physical, B&D), CS
Senior bookrunners DB, GS
Joint bookrunners BofA, Rabobank