October 31, 2017 / 7:27 PM / a year ago

LPC: Office Depot considers sweeteners to M&A loan

NEW YORK, Oct 31 (Reuters) - Publicly-traded US office supplies retailer Office Depot is considering making revisions to the US$750m leveraged loan backing its roughly US$1bn acquisition of CompuCom, amid a syndication process fraught with investors' wariness with retailers, according to three sources familiar with the matter.

To attract lenders into the deal, Goldman Sachs, the lead underwriter, is likely to boost the loan's yield and shorten the repayment period, among potential other changes, the sources said.

The bank is expected to bump pricing on the loan to 700bp over Libor with a 1% floor, versus opening guidance in the 500bp-525bp over Libor range with a 1% floor, two of the sources said. The loan could be offered at a steeper discount of 96% of face value, compared to 98.5% at launch, as another way to entice buyers.

The company is also mulling an accelerated amortization schedule, currently set at 1% annually, to tighten investors' leash on cash, and making other changes to the credit agreement. During syndication, investors took issue over flexibility to take cash out of the company and raise additional debt, the sources said.

Goldman has not yet circulated any official revisions to the deal. Commitments are due on Tuesday. JP Morgan, Bank of America Merrill Lynch and Wells Fargo are also in the bank group.

Investors have pointed to weak earnings at both Office Depot and CompuCom and challenges forecasting further declines as justification for holding out for better terms. Office Depot's sales fell 9.6% from 2015 to the last 12 months ending in June. The company expects sales in 2017 to be lower year-over-year due to store closures and the difficult retail environment, according to a company presentation. CompuCom’s sales have also declined 9.6% since 2015.

Meanwhile, Amazon's threat to Office Depot intensified last week when the online juggernaut announced its Business Prime Shipping service for users with Amazon Business accounts.

The news that Amazon is aggressively pursuing corporate customers sent rival Staples' loans and bonds lower by three and five points, respectively, to 96 and 90, for yields of 6.75% and more than 10%, eroding relative value for the Office Depot loan.

Still, the Office Depot deal carries low leverage at 1.3x last 12-months' Ebitda of US$790m, and at close touts US$1.537bn of liquidity, split between an undrawn US$1.2bn asset-based revolving credit facility and US$537m of cash on hand.

The combined company could throw off US$234m of free cash flow, or roughly 23% of debt, before interest expense and projected synergies of US$40m are included, assuming Ebitda and capital expenditures remain stable.

Goldman Sachs did not respond to requests for comment. Office Depot declined to comment. (Reporting by Andrew Berlin; Editing By Michelle Sierra and Lynn Adler)

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