Shutterfly is seeking to replace a portion of its outstanding borrowings by offering $1.875 billion of new debt, according to people with knowledge of the matter. The financing package comprises a $500 million term loan, $1.15 billion of high-yield bonds described as junk bonds, and a $225 million second-lien loan.
The transaction is being led by Barclays Plc, which is said to be running both the term loan and the bond sale. The sources who supplied the details requested anonymity because they were not authorized to speak publicly. An investor call has been scheduled for Monday at 1 p.m. New York time as part of the marketing process.
Those involved expect the loans and bonds to settle on June 10. The fundraising effort follows a period in which discussions with private credit lenders lost momentum, prompting Shutterfly and its advisers to pivot toward a debt package featuring bank-backed facilities and high-yield notes.
The refinancing comes as Shutterfly faces a rapid sequence of large maturities on a debt load that exceeds $2.7 billion, with those maturities beginning next year. Apollo Global Management Inc., which acquired Shutterfly in 2019, remains the backer of the photo-sharing business.
Earlier talks had included a private credit group led by General Atlantic, but banks including Barclays moved in after those private credit negotiations faltered, according to the people familiar with the situation. The structure of the current package pairs a secured term loan and a second-lien facility with unsecured high-yield bonds, reflecting a mix of creditor priorities in the refinancing.
Key points
- Shutterfly is marketing $1.875 billion of new debt consisting of a $500 million term loan, $1.15 billion of junk bonds and a $225 million second-lien loan.
- Barclays is managing both the term loan and bond sale; an investor call is scheduled for Monday at 1 p.m. New York time, and transactions are expected to close on June 10.
- The move follows stalled talks with private credit lenders and addresses upcoming maturities on more than $2.7 billion of debt; Apollo bought the company in 2019.
Risks and uncertainties
- Refinancing timing and execution risk - the loans and bonds are expected to close on June 10, and any delays could affect Shutterfly’s ability to address near-term maturities.
- Market reception risk - the package includes high-yield bonds and a second-lien loan, which may reflect constraints in obtaining fully secured financing and exposes the company to investor demand for lower-rated paper.
- Dependency on counterparties - the company pivoted from private credit discussions to bank-led financing after talks with private lenders lost momentum.