Published on 7/19/2023 in the Prospect News Investment Grade Daily.
New Issue: Concentrix prices $2.15 billion of senior notes due 2026, 2028, 2033
By Wendy Van Sickle
Columbus, Ohio, July 19 – Concentrix Corp. sold $2.15 billion of senior notes (Baa3/BBB/BBB) in three parts on Wednesday, according to an FWP filing with the Securities and Exchange Commission.
An $800 million tranche of 6.65% three-year notes priced at 99.904 to yield 6.686%, or 235 basis points over Treasuries.
An $800 million tranche of 6.6% five-year notes priced at 99.979 to yield 6.605%, or 262.5 bps over Treasuries.
Concentrix sold $550 million of 6.85% 10-year notes at 99.836 to yield 6.873%, or a spread of 312.5 bps over Treasuries.
The notes will feature a make-whole call, followed by a par call.
A change-of-control triggering event will make the notes putable at 101.
The notes will not be listed on any securities exchange.
J.P. Morgan Securities LLC, BofA Securities, Inc., HSBC Securities (USA) Inc., MUFG Securities Americas Inc., PNC Capital Markets LLC, Scotia Capital (USA) Inc., SMBC Nikko Securities America, Inc., TD Securities (USA) LLC, Truist Securities, Inc., U.S. Bancorp Investments, Inc. and Wells Fargo Securities, LLC are the bookrunners.
This offering is part of the financing for Concentrix’s proposed acquisition of all of the issued and outstanding capital stock of Marnix Lux SA.
The offering is not conditioned upon the completion of the acquisition, but there is a special mandatory redemption at 101 plus interest if the acquisition does not close before Dec. 29, 2024 or a later extended date, if Concentrix notifies the trustee that the acquisition will not proceed or if the share purchase and contribution agreement is terminated without the consummation of the acquisition.
Proceeds from the note sale, together with delayed-draw term loans and cash on hand (or borrowings under the acquisition tranche of the bridge facility if needed), will be used to pay the closing cash payment for the acquisition, to repay or refinance €1.55 billion in existing debt of Webhelp Parent and subsidiaries and to pay related fees and expenses in connection with the acquisition. The remaining proceeds, if any, will be used for general corporate purposes.
Concentrix is a provider of customer experience solutions and technology with headquarters in Newark, Calif.
Issuer: | Concentrix Corp.
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Amount: | $2.15 billion
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Issue: | Senior notes
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Bookrunners: | J.P. Morgan Securities LLC, BofA Securities, Inc., HSBC Securities (USA) Inc., MUFG Securities Americas Inc., PNC Capital Markets LLC, Scotia Capital (USA) Inc., SMBC Nikko Securities America, Inc., TD Securities (USA) LLC, Truist Securities, Inc., U.S. Bancorp Investments, Inc. and Wells Fargo Securities, LLC
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Co-managers: | BNP Paribas Securities Corp., Capital One Securities, Inc., Fifth Third Securities, Inc., Goldman Sachs & Co. LLC, Comerica Securities, Inc., Huntington Securities, Inc. and Standard Chartered Bank
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Trustee: | U.S. Bank Trust Co., NA
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Counsel to issuer: | Pillsbury Winthrop Shaw Pittman LLP
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Counsel to underwriters: | Cravath, Swaine & Moore LLP
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Special redemption: | If closing of acquisition of capital stock of Marnix Lux SA has not occurred by Dec. 29, 2024 or a later extended date at 101
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Trade date: | July 19
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Settlement date: | Aug. 2
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Ratings: | Moody’s: Baa3
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| S&P: BBB
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| Fitch: BBB
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Distribution: | SEC registered
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Three-year notes
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Amount: | $800 million
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Maturity: | Aug. 2, 2026
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Coupon: | 6.65%
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Price: | 99.904
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Yield: | 6.686%
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Spread: | Treasuries plus 235 bps
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Call features: | Make-whole call at Treasuries plus 40 bps until July 2, 2026, then a par call
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Change-of-control put: | 101%
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Cusip: | 20602DAA9
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Five-year notes
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Amount: | $800 million
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Maturity: | Aug. 2, 2028
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Coupon: | 6.6%
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Price: | 99.979
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Yield: | 6.605%
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Spread: | Treasuries plus 262.5 bps
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Call features: | Make-whole call at Treasuries plus 40 bps until July 2, 2028, then a par call
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Change-of-control put: | 101%
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Cusip: | 20602DAB7
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10-year notes
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Amount: | $550 million
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Maturity: | Aug. 2, 2033
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Coupon: | 6.85%
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Price: | 99.836
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Yield: | 6.873%
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Spread: | Treasuries plus 312.5 bps
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Call features: | Make-whole call before May 2, 2033 at Treasuries plus 50 bps; thereafter at par
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Change-of-control put: | 101%
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Cusip: | 20602DAC5
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