Registration: 144A/Reg S; Comments: Initial Price Talk: 5.50% coupon at 90-92 OID revised; 5.50% coupon at high 80s OID;

11/10/2020 Pinnacle Bidco plc (PureGym) (PURGYM) EUR445m 144A/Reg S sr sec notes due 02/15/25 (4.25y). NC1.25 (Jan 15, 2022) (MWC B+50bp), then at 102.75, 101.375, 100. B3/NR/B- (negative/--/negative). (Security, guarantor, covenants as per its existing 6.375% sr sec notes due 02/15/25). Via Barc (B&D)/Jefferies joint glocos and physical books/RBC/CS/Danske/ING joint books. NY law. List ISE. Semi pay May 15 and Nov 15, starts May 15, 2021. Trade date 11/10. Settles 11/17. Reg S ISIN: XS2251627514. IPT: 5.50% coupon at high 80s OID. Revised IPT: 5.50% coupon at 90-92 OID. Px talk: 5.50% coupon at 92-94 OID. Priced: 5.50% at 95.00, 6.881% YTM. +761.2bp vs DBR 0.5% Feb 2025. Books were approx EUR1.3bn at price talk. Did Investor call at 2pm UKT 11/09. 1-on-1s continued 11/10. Books closed at 5pm UKT 11/10. UOP: refinance the EUR445m sr sec bridge loan, incurred to fund the acquisition of Fitness World for approx GBP350m enterprise value (GBP233m equity value) (the acquisition closed Jan 14, 2020). Equity sponsor: Leonard Green. Biz: PureGym is the UK’s leading gym operator (Fitness World is the largest fitness operator in Denmark and also has operations in Switzerland and Poland). HQ: Leeds, UK. (Acquisition announced 12/12/19). On 09/18/20 PureGym announced it had increased its revolver to GBP145m from GBP80m and Leonard Green had invested another GBP100m in equity to improve PureGym's liquidity.