Commentary & Deal Flow

Grant Thornton Advisors LLC (GRATHO) US$2.2bn equiv (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. Settles 10/30 (T+6). New York law. Canadian sales: Alberta, BC, Ontario and Quebec. US$500m sr sec notes upsize to replace the originally planned US$500m equivalent EUR TLB. US$250m equivalent A$ term loan B dropped; US$ term loan B upsized by US$300m to US$800m. The $3bn total deal size (across notes and loans) was unchanged.

- US$1.7bn (down from US$1.75bn) sr sec notes due 11/01/31 (5y). NC2 (11/01/28) (MWC T+50), then at 105.25 11/01/28, 102.625 11/01/29, 100 11/01/30. Equity claw: 2y 40% at 110.50. IPO call: for all, but not less than all with the IPO proceeds at 110.50. Special call: 10% per year the 1st 2 years at 103. SMR at 100 if the merger does not take place by 08/04/27. CoC at 101. Pays May 1 and November 1, starting 05/01/27. Denoms: 2kx1k. 144A CUSIP: 38822TAA0. 144A ISIN: US38822TAA07. IPT: 10.50% area. Price talk: 10.25%-10.50%. Priced: 10.50% at 100. +556bp vs 5.00% due 09/30/31.

- EUR450m (US$500m equiv) sr sec notes due 11/01/31 (5y). NC2 (11/01/28) (MWC B+50), then at 104.75 11/01/28, 102.375 11/01/29, 100 11/01/30. Equity claw: 2y 40% at 109.50. Special call: 10% per year the 1st 2 years at 103. IPO call: for all, but not less than all with the IPO proceeds at 109.50. SMR at 100 if the merger does not take place by 08/04/27. CoC at 101. Listing: TISE. Pays May 1 and November 1, starting 05/01/27. Denoms: 100kx1k. 144A CUSIP: 355399877. 144A ISIN: XS3553998777. IPT: 9.50% area. Price talk: 9.25%-9.50%. Priced: 9.50% at 100. +633bp vs 2.90% due 10/08/31.

Did roadshow (small group calls) 10/19-10/21. Did investor call at 11:30am 10/19. Books closed at 10am NYT / 3pm UKT 10/22. (Term loan commitments were due 10/22 (from 5pm 10/21, and 5pm 10/22) (A$ TLB commitments were due 8am Sydney time 10/23). 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 Sponsors: 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 07/29/26).
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