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JPMorgan Chase, BofAML Arrange $145MM Facility for Jam City

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JPMorgan Chase Bank acted as sole bookrunner and, alongside Bank of America Merrill Lynch, joint lead arranger on $145 million in strategic financing for mobile game developer Jam City.

Silicon Valley Bank, SunTrust Bank and CIT Bank participated as syndicated lenders on the facility.

The financing will be used to support Jam City’s acquisitions and global growth initiatives. It follows Jam City’s recent multi-year game development deal with Disney and expansion to Toronto.

“In a global mobile games market that is consolidating, Jam City could not be more proud to be working with JPMorgan, Bank of America Merrill Lynch, Silicon Valley Bank, SunTrust and CIT to strategically support the financing of our acquisition and growth plans,” said Chris DeWolfe, co-founder and CEO of Jam City. “This $145 million in new financing empowers Jam City to further our position as a global industry consolidator. As we grow our global business, we are honored to be working alongside such prestigious advisers who share Jam City’s mission of delivering joy to people everywhere through unique and deeply engaging mobile games.”

Founded in 2010, Jam City employs over 650 game developers, artists, data scientists, narrative designers, engineers and marketers and has created some of the highest grossing social gaming franchises for mobile, including Cookie Jam and Panda Pop.

“Jam City is executing ambitious plans for new game development, expansion of core franchise games, and building the industry’s very best live game operations,” said Josh Yguado, Jam City president and chief operating officer. “Additional investment in our creative and technical operations further position Jam City as the premier partner for IP owners, game development studios and industry talent.”

Both the credit facilities and the acquisitions are subject to customary closing conditions.

Cravath, Swaine & Moore and Fenwick & West provided legal counsel to the bank group and Jam City, respectively.


BofAML, J.P. Morgan Support Toro Charles Machine Works Acquisition

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The Toro Company entered into a definitive agreement to acquire The Charles Machine Works, the parent company of Ditch Witch and several other leading brands in the underground construction market, for $700 million in cash subject to certain adjustments set forth in the definitive agreement.

Bank of America Merrill Lynch and J.P. Morgan Chase Bank provided committed debt financing to Toro for the transaction.

The transaction is subject to regulatory approvals and other customary closing conditions and is currently anticipated to close before the end of Toro’s fiscal 2019 third quarter.

Headquartered in Perry, OK, Charles Machine Works designs, manufactures and sells a range of products to cover the full life-cycle of underground pipe and cable, including horizontal directional drills, walk and ride trenchers, utility loaders, vacuum excavators, asset locators, pipe rehabilitation solutions and after-market tools.

“The addition of Charles Machine Works will further strengthen our portfolio of market-leading brands supported by talented employees, a commitment to innovation, a best-in-class dealer network and long-standing customer relationships,” said Richard M. Olson, Toro’s chairman and CEO. “As an organization, Charles Machine Works aligns well with and will contribute to our own strategic priorities of profitable growth, operational excellence and empowering people. The company expands our business in a meaningful way in an adjacent category we know well through our own specialty construction business and in a market that is attractive given the potential for growth in addressing both aging infrastructure that is currently in place and new infrastructure that will be needed to support next generation technologies like 5G.”

Toro expects to finance the transaction with a combination of cash on hand and debt, including from additional financing arrangements and borrowings under its existing credit facility. The all-cash purchase price of $700 million represents a multiple of approximately eight times Charles Machine Works’ calendar year 2018 EBITDA, including $30 million of anticipated annual run-rate cost synergies phased in over three years, that Toro intends to achieve through opportunities in purchasing, manufacturing best practices and administrative efficiencies. Toro expects the transaction to be immediately accretive to EPS excluding purchase accounting adjustments and transaction related expenses.

J.P. Morgan Securities acted as financial advisor to Toro, while Fox Rothschild and Latham & Watkins acted as its legal counsel. McAfee & Taft acted as Charles Machine Works’ legal counsel.

The Toro Company provides innovative solutions for outdoor environments, including turf maintenance, snow and ice management, landscape, rental and specialty construction equipment and irrigation and outdoor lighting solutions.

Goldman Sachs, J.P. Morgan to Bookrun on Pinterest Public Offering

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Online image aggregator and social media platform Pinterest filed a registration statement on Form S-1 with the U.S. Securities and Exchange Commission relating to a proposed initial public offering of shares of its Class A common stock. The number of shares to be offered and the price range for the proposed offering have not yet been determined.

Goldman Sachs & Co., J.P. Morgan Securities and Allen & Company will serve as lead joint book-running managers for the offering. Bank of America Merrill Lynch, Barclays Capital, Citigroup Global Markets, Credit Suisse Securities, Deutsche Bank Securities and RBC Capital Markets will also act as book-running managers for the offering. Robert W. Baird & Co., UBS Securities and Wells Fargo Securities will serve as co-managers for the offering.

The offering will be made only by means of a prospectus. Copies of the preliminary prospectus relating to the offering, when available, may be obtained from Goldman Sachs & Co.

BofAML Provides $10MM Revolver to CUI Global

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CUI Global has closed on a two-year revolving line of credit facility of up to $10 million with Bank of America Merrill Lynch.

The new facility replaces the company’s existing $5 million U.S.-based revolver and UK-based overdraft facilities with more favorable terms.

CUI Global is a publicly traded company dedicated to maximizing shareholder value through the acquisition and development of innovative companies, products and technologies.

Scotiabank, Others Lead Pinnacle Facility Upsize to $530MM

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Pinnacle Renewable has expanded its credit facility to $530 million, comprised of a $65 million revolving credit facility, a $280 million term facility, and a $185 million delay draw term facility. the credit facility expands the company’s existing $380 million credit facility, and extends the maturity date to June 13, 2024.

The expanded credit facility increases the total amount of committed capital available to pinnacle from its banking syndicate by $150 million, and provides the company with further flexibility as it continues to pursue its growth strategy. In particular, the delay draw facility is expected to continue to support Pinnacle’s ability to capitalize on organic growth projects and acquisition opportunities as they arise, while maintaining a prudent approach to leverage. Additionally, amortization payments on the term facility and delay draw facility have been amended, which will positively impact free cash-flow throughout 2019.

The expanded credit facility is supported by a syndicate of Canadian banks, led by the Bank of Nova Scotia, Canadian Imperial Bank of Commerce, Royal Bank of Canada and Bank of Montreal as well as the addition of a new U.S. lender, Bank of America Merrill Lynch. As such, Pinnacle’s growth strategy of expanding its production operations in the U.S. will be well supported by the North American capital markets.

“The expanded and extended credit facility provides pinnacle with the additional liquidity and financial flexibility needed to facilitate the continued growth of our business, including the development and construction of our North American production expansion over the next few years”, said Rob McCurdy, CEO of Pinnacle.

Pinnacle produces sustainable fuel for renewable electricity generation in the form of industrial wood pellets.

BofAML, Wells Fargo Support US Ecology, NRC Merger

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US Ecology and NRC Group Holdings entered into a merger agreement in an all-stock transaction with an enterprise value of $966 million. The transaction is expected to close in Q4/19 and is subject to clearance under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, respective stockholder approvals and other customary closing conditions.

The transaction will create a nationwide leader in industrial and hazardous waste management services and is projected to be mid-single digit accretive to US Ecology’s 2020 adjusted earnings per share, before synergies.
“The addition of NRCG’s substantial service network strengthens and expands US Ecology’s suite of environmental services,” said Jeffrey R. Feeler, President, chief executive officer and chairman of US Ecology. “This transaction will establish US Ecology as a leader in standby and emergency response services and adds a new waste vertical in oil and gas exploration and production landfill disposal to further drive waste volumes throughout the Gulf region.”

NRCG is one of two leading national Oil Spill Removal Organizations that provide mandated standby emergency response for the transportation of oil products. With more than 50 service centers, NRCG has a national service network providing emergency and spill response, light industrial services, hazardous and industrial waste management and transportation services

The transaction has been approved by both companies’ boards of directors. Upon completion of the transaction, US Ecology stockholders will own approximately 70% of the combined company, and NRCG stockholders will own approximately 30% on a fully diluted basis. The combined company will use the US Ecology name, and its shares will continue to be listed on the Nasdaq Global Select Market under the ticker ECOL.

Under the terms of the merger agreement, US Ecology will form a new holding company which will take the name of US Ecology, Inc. immediately upon the closing of the transaction and will own both US Ecology and NRCG.

Wells Fargo Securities and Bank of America Merrill Lynch are acting as Joint Lead Arrangers for the financing.

Bank of America Merrill Lynch and Houlihan Lokey are serving as US Ecology’s financial advisors and Dechert is serving as legal counsel. Evercore is serving as NRCG’s financial advisor and Jones Day is serving as legal counsel.

J.P. Morgan, BofAML Support Callon Acquisition of Carrizo

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Callon Petroleum will acquire Carrizo in an all-stock transaction valued at $3.2 billion. J.P. Morgan and Bank of America Merrill Lynch provided underwritten financing to Callon to support the transaction.

This highly complementary combination will create a leading oil and gas company with scaled development operations across a portfolio of core oil-weighted assets in both the Permian Basin and Eagle Ford Shale.

“We are excited about this transformational transaction, creating a differentiated oil and gas company by integrating core asset bases in premier basins. Together with Carrizo, we will accelerate our free cash flow, capital efficiency and deleveraging goals through an optimized model of large-scale development across the portfolio,” said Joe Gatto, president and CEO of Callon.

Kirkland & Ellis is serving as legal advisor to Callon. RBC Capital Markets and Lazard are serving as financial advisors to Carrizo, and Baker Botts is serving as legal advisor to Carrizo.

BofML, Citi, Others Provide New $325MM Revolver for Vivint Solar

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Vivint Solar closed a $325 million revolving warehouse facility, which refinanced the aggregation credit facility that was set to mature in 2020

The new warehouse reduces the cost of debt by 87.5 basis points and materially increases the amount of upfront proceeds as a percentage of future contractual cash flows.

Five lenders are involved in the deal, which includes an accordion feature that provides the ability for VSLR to upsize the facility to $400 million. Lenders in the group include Bank of America Merrill Lynch, CitiBank, affiliates of Credit Suisse, KeyBank and Silicon Valley Bank.

“This transaction represents a meaningful improvement in our ability to access debt funding at a higher advance rate, at a lower cost, and earlier in the lifecycle of our assets. Higher advance rates and earlier funding reduces the need for working capital in the business and brings our funding more in line with when we incur creation costs,” said Thomas Plagemann, CCO and head of Capital Markets

Vivint Solar operates in 23 states and has raised more than $4.9 billion in cash equity, tax equity and debt since its inception in 2011.
Vivint Solar is a full-service residential solar provider.


BofAML Downsizes Team Facility to $275MM

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Team amended its credit facility, extending the maturity date to July 7, 2021 and reducing the borrowing capacity from $300 million to $275 million.

The amended facility provides an accordion feature, which if certain conditions are met, allows for an increase in total commitments under the facility up to an additional $100 million.

“We value the partnership and continued support of our existing lenders, as well as the addition of a new bank to the group,” said Amerino Gatti, TEAM’s Chief Executive Officer. “This extension is an important part of our ongoing plan to de-leverage the company.”

The amendment modifies certain financial covenants over the remaining term of the credit agreement and reduces the aggregate revolving commitment amount to $225 million and adds a term loan of $50 million, which was used in its entirety to prepay the outstanding principal amount borrowed under the credit agreement immediately prior to the effectiveness of the amendment.

Bank of America Merrill Lynch served as administrative agent, swingline lender and l/c issuer. Citibank served as the syndication agent. Both banks served as joint lead arrangers and joint bookrunners.

Headquartered near Houston, Team is a global provider of specialized industrial services, including inspection, engineering assessment and mechanical repair and remediation required in maintaining and installing high-temperature and high-pressure piping systems and vessels.

BofAML Provides $40MM Facility to Anytickets.com

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Anytickets.com closed on a new $40 million secured credit facility with Bank of America Merrill Lynch.

The new line of credit will allow Anytickets.com to expand its partner inventory program which has driven 200% growth for the company since 2017.

“We are thrilled to be working with Bank of America Merrill Lynch,” said Marcus Stern, president at AnyTickets.com. “These resources will be used as working capital support for Anytickets and our partners continued growth.”

The AnyTickets.com ticket broker affiliate program allows brokers to focus on purchasing quality inventory while Anytickets handles everything else. Unlike other industry programs, Anytickets.com differentiates itself by fully funding inventory costs while also offering consulting and full-scale inventory management, including analytics, pricing and order fulfillment.

Since the inception of their partner program in 2016, Anytickets.com has experience yearly growth at 100% each year topping out at an estimated 150MM in 2019.

“Bank of America Merrill Lynch is pleased to work with AnyTickets, a company with innovative products and services, professional staff and great leadership,” said Brian P. Barrow, vice president of Global Banking & Markets Bank of America Merrill Lynch. “We look forward to helping them with their next phase of growth.”

The company expects to push 2020 growth to reach$250 million.

Founded in 2002 and based in Houston, Anytickets.com is a ticket reseller which specializes in premium tickets to concerts, theater, and sporting events throughout the United States and Canada. Customers and partners of Anytickets.com include ticket resale marketplaces, event promoters, artists, venues, box office managers, and retail customers.





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