OpenText has set price talk on the $3.085 billion leveraged loan that will be used to finance the company’s acquisition of Micro Focus International following a lender call yesterday afternoon, according to sources. Commitments to the deal will be due by noon ET on Nov. 16.
The seven-year term loan is offered at Sofr+CSA+350, with a 0.5% floor and OID in the range of 96-97. The CSA will be a flat 10 bps and lenders are offered six months of 101 soft-call protection. The facility will also be governed by a maximum 4.5x total net leverage ratio covenant.
At talk, the yield to maturity is 8.64%-8.86%.
Barclays is leading an arranger group that also includes BMO Capital Markets, RBC Capital Markets, Citi, MUFG, HSBC, PNC Capital Markets, National Bank of Canada and CIBC. Barclays will be administrative agent.
S&P Global Ratings and Fitch have assigned a facility rating to the new term loan of BBB-, with a 2 recovery rating from S&P and a 1 recovery rating from Fitch, while Moody’s has assigned a facility rating of Ba1. The issuer rating from S&P and Fitch is BB+, with a negative outlook from both agencies, while Moody’s is expected to assign a Ba2 corporate rating with a stable outlook.
Proceeds from the new term loan will be used—alongside $1.5 billion of other senior secured debt—to fund the acquisition, which was announced in August. The all-cash deal implies an enterprise value of roughly $6 billion. The deal is expected to close in the first calendar quarter of 2023.
Existing debt at Micro Focus will be repaid as part of the transaction. The issuer had approximately $4.1 billion of debt outstanding as of April 30, including €560.6 million of a TLB-1 due June 2025 (E+450, 0% floor); $607.6 million of a TLB-4 due June 2025 (L+425, 1% floor); $1.38 billion of a TLB due June 2024 (L+275, 0% floor); €750 million of a TLB due January 2027 (E+400, 0% floor); and $748.1 million of a TLB due January 2027 (Sofr+CSA+400, 0.5% floor). Meanwhile, OpenText currently has $957.5 million of a term loan B due May 2025 (L+175, 0% floor) outstanding, as well as several bond issues.
The purchase price represents a multiple of 6.3x on Micro Focus’ pro-forma adjusted EBITDA for the trailing 12 months ended April 30, and 2.2x pro-forma revenue. Management expects net leverage for the combined company to be 3.8x at closing and is targeting a reduction to less than 3x within eight quarters of close. The combined company is expected to generate annualized revenue and adjusted EBITDA of $6.2 billion and $2.2 billion, respectively. There are $400 million of expected cost synergies that include $300 million from a previously announced cost savings program at Micro Focus.
Canada-based OpenText (Nasdaq: OTEX) provides a suite of information-management software products and services.
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