Commentary & Deal Flow

Grant Thornton Advisors LLC (GRATHO) US$2.2bn (down from US$2.25bn equiv, up from US$1.75bn equiv) 144A/Reg S sr sec notes 2-part. B2/B+/BB+ (stable/positive/stable). Via JPM (B&D)/DB/BofA/BMO/RBC/UBS/Jeff/MS/Citizens/Key/ SMBC/KKR/Natixis/Sant/HSBC jt books. No reg rights. New York law. Canadian sales: Alberta, BC, Ontario and Quebec. $500m sr sec notes upsize to replace the originally planned US$500m equivalent EUR  TLB. US$250m A$ term loan B dropped; US$ term loan B upsized by US$300m to US$800m. The $3bn total deal size (across notes and loans) is unchanged.

    - US$1.7bn (down from US$1.75bn) sr sec notes due 2031 (5y). NC2 (MWC T+50bp) (50%, 25%, par). Equity claw: 2y 40%. IPO call: for all, but not less than all with the IPO proceeds. Special call: 10% per year the 1st 2 years at 103. SMR at 100 if the merger does not take place by 08/04/2027. CoC at 101. Denoms: 2kx1k. IPT: 10.50% area. Price talk: 10.25%-10.50%.

    - EUR450m (US$500m equiv) sr sec notes due 2031 (5y). NC2 (MWC B+50bp) (50%, 25%, par). Equity claw: 2y 40%. Special call: 10% per year the 1st 2 years at 103. IPO call: for all, but not less than all with the IPO proceeds. SMR at 100 if the merger does not take place by 08/04/2027. CoC at 101. Listing: TISE. Denoms: 100kx1k. IPT: 9.50% area. Price talk: 9.25%-9.50%.

Roadshow (small group calls) 10/19-10/21 Investor call at 11:30am 10/19. Books close at 10am NYT / 3pm UKT 10/22. (Term loan commitments due 10/22 (from 5pm 10/21,  and 5pm 10/22) (A$ TLB commitments were due 8am Sydney time 10/23). Pricing 10/22. UOP: along with US$800m (up from US$500m) term loan B via JPM/DB/BMO/BofA/RBC/UBS/Jeff/Ares/MS/ Citizens/Key/SMBC/Golub/Santander/Natixis/HSBC (the US$250m A$ equivalent sr sec term loan B was dropped), and $1.4bn sr pfd and $200m of new equity from its equity sponsor New Mountain Capital, to fund the acquisition of CBIZ for $55 per share in cash or $5bn total enterprise value ($4.208bn cash equity) ($500m equiv sr sec notes upsize to replace the originally planned EUR (US$500m equivalent) TLB). Closing is expected in Q4.  Equity owners: New Mountain Capital (49%) and management (51%).  Biz: an international professional services firm that offers audit, tax and advisory services. HQ: London, UK. (Acquisition announced 07/29/2026).

DealRoadshow direct link: https://markets.jpmorgan.com/event_booking/loadEvent?eventToken=142587_34d64c3a-0e86-4f6c-9449-227fa308293a. Entry code: GT2026. Available now. OM link: https://verisend.com/explore