Wed 07/03/2024 05:45 AM
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Reporting: Robert Schach

For covenant analysis of this transaction, please submit the loan documents to covenantloanreport@reorg.com

Dutch vegetable spread manufacturer Upfield has repriced its term loan B, shaving 50 bps off the margins of the euro, dollar and sterling tranches, sources said.

As a result, pricing went to Euribor + 450 bps from E+500 bps on the €2.653 billion TLB6, to SOFR + 425 bps from S+475 bps on the $1.308 billion TLB7 and to SONIA + 525 bps from S+575 bps on the £487 million TLB8. All tranches priced at par with a 0% floor.

Upfield justified the repricing on the basis that B1 rated deals in primary were currently getting done at E+ 375 bps margins, and that the company’s earnings have started recovering.

However, the deal had faced some pushback given that Upfield extended the loans via an amend-and-extend transaction only late last year, and because some of the tranches were trading marginally below par when the repricing launched, and barely got over the line, sources said.

KKR Capital Markets was sole physical bookrunner, while BNP Paribas, Citi, Goldman Sachs, HSBC, ING, Mizuho, Rabo, RBC Capital Markets, Societe Generale, UniCredit, CA-CIB, SMBC were joint bookrunners.

Upfield capital structure as of March 31:












































































































































































Upfield Group BV


03/31/2024

EBITDA Multiple

(EUR in Millions)

Amount

Maturity

Rate

Book


€700M RCF due in 2027 1

133.0

Oct-02-2027

Reference Rate + 4.250%

PLN308M Senior Term Facility B5 due 2028 2

71.7

Jan-02-2028

Reference Rate + 4.750%

€2.653B Senior Term Facility B6 due 2028

2,653.0

Jan-02-2028

EURIBOR + 5.000%

$1.31B Senior Term Facility B7 due 2028 3

1,211.5

Jan-02-2028

USD SOFR + 4.750%

£487M Senior Term Facility B8 due 2028 4

569.6

Jan-02-2028

SONIA + 5.750%

Total Secured Debt

4,638.8

5.4x

€685M Senior Unsecured Notes due 2026

685.0

May-15-2026

5.750%

$525M Senior Unsecured Notes due 2026 5

451.2

May-15-2026

7.875%

Total Other Debt

1,136.2

6.7x

Leases

63.0



Total Lease Liabilities

63.0

6.8x

Total Debt

5,838.0

6.8x

Less: Cash and Equivalents

(204.0)

Net Debt

5,634.0

6.5x

Operating Metrics

LTM Revenue

3,209.0

LTM Reported EBITDA

862.0


Liquidity

RCF Commitments

700.0

Less: Drawn

(133.0)

Plus: Cash and Equivalents

204.0

Total Liquidity

771.0

Credit Metrics

Gross Leverage

6.8x

Net Leverage

6.5x


Notes:
LTM EBITDA is the LTM normalized EBITDA, as reported.
1. Maturity extended from January 2025 to October 2027. Coupon increased from E+3% to IBOR + 4.25%.
2. Maturity extended from July 2025 to January 2028. Rate of WIBOR + 4.75%. Converted at a PLN/EUR rate of 0.2329 effective at reporting date.
3. Converted at a USD/EUR rate of 0.9262, effective at reporting date.
4. Converted at a GBP/EUR rate of 0.855, effective at reporting date.
5. Converted at a USD/EUR rate of 0.9264, effective at reporting date.


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