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5 Feb, 2021
By LCD News
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 |