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Perforce Software Raises About $297M Pari 1L Notes to Refi 2L Loan; Existing Lenders Roll

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Perforce Software raised roughly $297 million of pari first lien notes to refinance its entire $300 million second lien term loan, according to sources.

The floating-rate notes priced at SOFR+600 bps, with a step-down to SOFR+475 bps upon a $100 million repayment. The new notes carry a five-year tenor, sources said.

All of the existing private credit lenders that hold Perforce’s second lien debt, which includes Crescent Capital and Barings, rolled their existing positions into the new first lien notes, sources said.

The sources added that the company’s first lien loans were trading in the 60s prior to the deal. Its first lien term loan due 2029 was indicated at 67/68 at press time, according to Solve.

Based in Minneapolis, Perforce Software develops enterprise tools to manage software development, security and compliance across large, complex projects, according to its website. The company is backed by Clearlake Capital and Francisco Partners.

The company’s roughly $1.44 billion in first lien term loans fell into distressed territory earlier this year as concerns mounted over pressure on its private credit-backed debt and the recent software selloff because of AI risk. Octus’ analysis on the software selloff, including commentary on Perforce, can be found HERE.

Perforce’s $1.44 billion in debt consists of a $1.07 billion first lien term loan and a $369 million incremental loan provided by Antares, according to a third-party report in February. In late 2024, the company completed an amend-and-extend deal that pushed the maturity on its first lien term loan out by three years, to 2029. Following the transaction, its second lien term loan due July 2027 became its nearest-dated maturity, as reported.

Octus’ BDC Database shows that Barings and Crescent Capital hold Perforce Software’s second lien term loan, which is priced at SOFR+800 bps. The company’s first lien BDC debtholders include Antares, Blackstone, Blue Owl, New Mountain and Vista Credit.

CLO holders of Perforce’s first lien debt can be found on Octus’ CLO Database.

An estimate of Perforce’s capital structure as of September 2024 is shown below:
 

Octus’ Private Company Analysis on the transaction can be seen HERE.

Clearlake Capital and Barings declined to comment. Perforce Software, Francisco Partners and Crescent Capital did not return requests for comment.

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