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Apex Tool Group today held a lender call disclosing that the company, advised by Kirkland & Ellis and PJT Partners, is implementing a liability management exercise to address its term loan debt, according to 9fin sources.

The Bain Capital-backed company has nearly $800m of first lien term loan debt due 2029 and $350m worth of a second lien term loan debt due 2030, according to sources. All term loan lenders are being offered the ability to participate in the LME, but at different levels, the sources said.

An ad hoc group holding a majority of both tranches — advised by Akin Gump and Perella Weinberg — has agreed to exchange first and second lien debt into new tranche A and tranche B priority debt, that will effectively sit in first and second lien positions. Both tranches will be ahead of any existing term loan debt that does not participate in the LME, sources said.

Representatives for Bain and Apex Tool Group did not respond to requests for comment. Calls to Akin and Perella Weinberg were not immediately returned.

According to 9fin sources, the following terms of exchange have been agreed with the ad hoc group:

The group will exchange its first lien debt at 90 cents on the dollar into new tranche A debt

The group will exchange its second lien debt at 75 cents on the dollar into new tranche B debt

The following exchange offers have been made to non-ad hoc group lender, with a deadline to participate of 27 February:

Non-ad hoc 1L holders are being invited to exchange their debt at 73 cents on the dollar; 30% of the debt will be exchanged into tranche A debt, and 70% will be in tranche B debt

Non-ad hoc 2L holders are being invited to exchange their debt at 65 cents on the dollar — all into tranche B debt

The non-ad hoc term loan is quoted at 63, according to sources, down from 88.75-90.25 yesterday, according to sources.

According to 9fin data, the largest CLO holders of Apex’s term loan debt are funds of: Anchorage Capital Group, with $78.5m; Angelo Gordon with $73.2m; Elmwood Asset Management with $48.4m; Neuberger Berman with $29m; OakTree Capital with $16.7m; Barings with $11m; Eaton Vance with $10.4m; and Carlyle with $10m.

As of a September downgrade note, the next maturity in Apex’s cap stack was the receivables securitization program expiring in September 2025, which becomes current in 2024. The company’s cash revolver matures in 2027, followed the term loan in 2029.

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Apex Tool reveals LME, non-ad hoc term loan dives 25 points

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