AI risks drag on $5bn Thoma Bravo-backed software refinancing
Cybersecurity firm Proofpoint faces higher borrowing costs and tighter covenants in latest debt deal
Thoma Bravo is struggling to drum up interest to refinance one of its marquee software buyouts in a sign of lacklustre Wall Street demand for indebted businesses facing AI disruption.
Proofpoint, a cyber security company Thoma Bravo bought for more than $12bn in 2021, was attempting to draw in last-minute orders from investors on Tuesday as it looked to extend debt by two years to 2030 with a new $5bn loan facility.
Investors balked at the so-called amend-and-extend deal, which was led by Goldman Sachs, demanding higher yields and tighter lender protections to offset the growing risks in the software sector, according to people familiar with the matter.
“The fear is that AI will drive more competition into the cyber security industry and eventually erode Proofpoint’s margins,” said a leveraged loan investor who passed on the deal.
Thoma had secured enough investor demand to proceed with the debt extension just ahead of a 5pm ET deadline on Tuesday, the people said. The financing package is expected to be finalised on Wednesday.
The new debt offers a yield of almost 9.3 per cent at maturity, or 4.5 percentage points above the secured overnight financing rate, compared with 3 percentage points on its existing debt, the people added.
Its current debt maturing in 2028 was trading at about 98.6 cents on the dollar on Tuesday.
Goldman Sachs and Thoma Bravo both declined to comment.
S&P upgraded Proofpoint’s credit rating by one notch to B earlier this month, citing bullish revenue forecasts and sustained deleveraging efforts.
“Cybersecurity is considered a safe haven in the software sector because the entry barrier is higher,” said a second investor. “If Proofpoint is struggling to attract lenders, the rest of the market doesn’t stand a chance.”
Private equity-backed software companies have been under intense scrutiny this year, with lenders looking for signs that the businesses are being threatened by AI companies able to replicate their products. That has vastly reduced deal activity in the sector, which was among the most active dealmaking areas in private equity over the past five years.
Investor reluctance to finance these businesses has piled pressure on private equity firms such as Thoma Bravo, which specialise in technology buyouts, as well as private credit funds and structured loan vehicles that have lent to these companies.
In June a Blackstone-led consortium took control of software group Medallia from Thoma Bravo in one of the largest wipeouts in the history of the $4tn private-equity industry.
Loans issued by junk-rated software companies have slid roughly 7 per cent in value this year, reflecting investor unease, according to Morningstar. How those businesses ultimately refinance their debts remains a key question, as a glut of Covid-era debt with low interest rates is set to mature in the next two years.