Registration: 144A/Reg S; Comments: 02/10/2021 Bellis Acquisition/Bellis Finco (Asda Group Ltd) GBP2.75bn 2-part. NY law. No reg rights. SMR at 100. Settles 02/24 (T+10 UK, T+9 US). - Bellis Acquisition Co plc GBP2.25bn sr sec notes due 02/16/26 (5y). NC2 (MWC G+50bp), then at 101.625, 100.813, 100. Special call: 10% per year the first 2 years at 103.00. Equity claw: 2y 40% at 103.25. Ba2/--/BB (stable/--/stable). Via Barc/DB jt physical books/BofA/HSBC/Lloyds/MS/Rabo joint books, Commerz as co-manager. Reg S ISIN: XS2303071992. IPT: 3.50% area. Px talk: 3.25%-3.50% (Books are over GBP5.5bn). Final terms: 3.25%. Priced: 3.25% at 100. +310.8bp vs UKT 0.125% 01/30/26. - Bellis Finco plc GBP500m sr unsec notes due 02/16/27 (6y). NC2 (MWC G+50bp), then at 102.00, 101.00, 100. Equity claw: 2y 40% at 104.00. B1/--/B+ (stable/--/stable). Via Barc/MS joint physical books/BofA/DB//HSBC/Lloyds/Rabo joint books, Commerz as co-manager. Reg S ISIN: XS2303072883. IPT: 4.50% area. Px talk: 4.00%-4.25% (Books are over GBP2.75bn). Final terms: 4.00%. Priced: 4.00% at 100. +376.8bp vs UKT 1.25% 07/22/27. Did Investor call at 4pm UKT 02/08, 1x1s 02/09-10. Books closed at 2pm UKT 02/10. (the EUR840m term loan B launched 02/03 via Barc+). UOP: along with a GBP195m sr sec 1st lien term loan A, and EUR840m sr sec 1st lien term loan B, to fund the acquisition of Asda Group Ltd by the Issa Brothers and TDR Capital from Walmart Inc for an enterprise value of GBP6.8bn on a debt-free and cash-free basis. Walmart will retain a minority stake. Closing of the acquisition is expected later this month. Biz: grocery and general merchandise retailer in the UK. HQ: Leeds, UK. (Acquisition announced 10/02/2021). Also on 02/03/21 the Issa Brothers/TDR-owned EG Group (Euro Garages) announced it will acquire Asda's forecourt business (petrol filling stations, car washes, and ancillary land) for GBP750m. The Issa Brothers and TDR also expect to sell certain distribution assets to institutional real estate investors.;