Proofpoint talks $2.6 billion term loan B at Libor plus 350-375 bps

By Sara Rosenberg

New York, June 1 – Proofpoint Inc. launched on Tuesday its $2.6 billion seven-year first-lien term loan B with price talk of Libor plus 350 basis points to 375 bps with a 0.5% Libor floor and an original issue discount of 99, according to a market source.

The first-lien term loan has 101 soft call protection for six months, amortization of 1% per annum and a ticking fee of half the margin from days 61 to 90 and the full margin thereafter, the source said.

Goldman Sachs Bank USA, Macquarie Capital (USA) Inc., BofA Securities Inc., RBC Capital Markets, Barclays, HSBC Securities (USA) Inc., Jefferies LLC, UBS Investment Bank, Antares Capital, Ares, BMO Capital Markets, Golub, Mizuho, KKR Capital Markets, Stone Point and Thoma Bravo Credit are the bookrunners on the deal.

Commitments are due on June 15, the source added.

The company is also getting an $800 million privately placed second-lien term loan.

Proceeds will be used to help fund the buyout of the company by Thoma Bravo for $176.00 per share in cash in a transaction that is valued at $12.3 billion.

Closing is expected in the third quarter, subject to customary conditions, including approval by Proofpoint shareholders and receipt of regulatory approvals.

Proofpoint is a Sunnyvale, Calif.-based cybersecurity and compliance company.

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