-
-
-
-
Checkout Holding Corp., f/k/a Catalina Marketing, has received proposals, including from its existing term lenders, for $100 million in new-money financing secured by a first lien on currently unencumbered assets. The company’s unencumbered assets include, according to sources, certain securitization assets, as discussed previously. Discussions are active and remain ongoing and nothing has been agreed to, sources note.

Discussions have included an exchange of refinancing proposals, as Catalina aims to address its capital structure ahead of upcoming maturities and anticipated cash debt service requirements in 2019. After a group of first lien term loan lenders advised by Jones Day and Evercore received a proposal from the company last month, the lenders submitted their own proposal to amend and extend their existing $1.1 billion term loan tranche due in 2021 and to provide $100 million in new-money financing that would be secured by a first lien on currently unencumbered assets, sources say.

The company, advised by Weil Gotshal and Centerview, began engaging in active discussions with the first lien lender group after beginning financing talks with third parties in May, sources add. A deal with the existing lender group would avoid any potential priming fight since third parties may seek to secure their financing with some assets within the first lien lenders’ collateral package, in addition to securing it with certain currently unencumbered assets of the company, sources say.

First lien creditor and third-party proposals have contemplated either equitizing or refinancing into unsecured notes the existing $328 million in 11.5% unsecured PIK/toggle notes due 2023. A Crescent-led unsecured noteholder constituency, however, has proposed to the company a refinancing of their notes into new secured debt, sources note. The company is additionally in discussions with a group of second lien term lenders advised by Paul Weiss and PJT Partners as well as with existing lenders under the company’s revolving credit facility regarding amendments and extensions of those tranches, according to sources.

The company’s capital structure includes a $100 million revolver that matures in April 2019, a $1.1 billion first lien term loan due April 2021, which accrues interest at LIBOR+350 bps with a 1% LIBOR floor, and a $460 million second lien term loan due April 2022, which accrues interest at LIBOR+675 bps with a 1% floor. In addition to the April 2019 revolver maturity, the company’s PIK/toggle holdco notes become mandatory cash pay in April 2019 and the refinancing proposals seek to address that maturity wall and liquidity constraint as well an additional liquidity constraint that could result in potential applicable high-yield discount obligations, or AHYDO, catch-up payments (estimated to be as much as $150 million) due under the notes, as reported.

The company’s first lien term loan was quoted today at 62/64, down from 68/69 in late May, and the second lien term loan was quoted at 24/26 today, down from 28.5/29.5 in late May, according to a trading desk.

Representatives from Catalina Marketing and its private equity sponsor Berkshire Partners did not respond to requests for comment.