Ascend Learning launches $2B 1st-, $755M 2nd-lien loans; commits due Nov. 18

Ascend Learning LLC has set price talk on its $2.005 billion first-lien and $755 million second-lien term loans that will be used to refinance the issuer's existing capital structure and fund a distribution to shareholders, according to sources. Commitments are due by noon ET on Nov. 18.

The seven-year first-lien term loan is offered at L+350-375, with a 0.50% Libor floor and an original issue discount of 99.5. Lenders are offered six months of 101 soft call protection. At talk, yield to maturity is approximately 4.15%-4.41%.

Price talk on the eight-year second-lien term loan is guided at L+600, with a 0.50% Libor floor and an OID of 99. The facility has hard calls of 102 and 101 in years one and two, respectively. At initial guidance, the yield to maturity is 6.83%.

Barclays is left lead arranger and administrative agent on the first-lien tranche, and Goldman Sachs is left lead and administrative agent on the second-lien tranche.

Moody's has assigned first-lien and second-lien facility-level ratings of B2 and Caa2 and affirmed its issuer rating of B3, with a stable outlook.

The issuer has a covenant-lite first-lien term loan due July 2024 (L+325, 1% Libor floor) that totaled $700 million when it was issued in June 2017 to back the buyout of the company by Blackstone and Canada Pension Plan Investment Board. The facility has a margin step-down to L+300 at consolidated first-lien net leverage below 3.6x. The issuer also has a nonfungible incremental first-lien term loan due July 2024 (L+350, 1% floor) that totaled $350 million when it was placed in October 2020 for a dividend recap.

Ascend Learning, based in Burlington, Mass., and backed by Blackstone and Canada Pension Plan Investment Board, is a provider of healthcare-related educational services.