Redemption: 2024-04-30; Registration: 144A/Reg S; Redemption: 2024-04-30; Registration: 144A/Reg S; Redemption: 2024-04-30; Registration: 144A/Reg S;

04/08/2021 Organon & Co/Organon Finance 1 LLC (ORGNON) $5.575bn equivalent (up from $4.5bn equivalent) (US$/EUR) 144A/Reg S notes 3-part. Via MS (B&D)/JPM/BofA/BNP/Citi/CS/DB/GS/HSBC jt books, Santander, Barc, Mizuho, RBC, SocGen, WFS, Bancroft, CastelOak, Drexel Hamilton, Seelaus, Stern Bros as co-managers. No reg rights. List Dublin. NY law. SMR: at 100 if the merger is not completed by 09/30/21. Settles 04/22 (T+10). - US$2.1bn (up from US$2bn) 1st lien sr sec notes due 04/30/28 (7y). NC3 (MWC T+50bp) , then at 102.063, 101.031, 100. Equity claw: 3y 40% at 104.125. Ba2/BB (stable/stable). 144A CUSIP: 68622TAA9. IPT: low 4s. Px talk: 4.125%-4.25%. Launched: US$2.1bn at 4.125%. Priced: 4.125% at 100. +282bp vs 1.25% 03/31/28. - EUR1.25bn (US$1.475bn equivalent) (up from $1bn equivalent (EUR850m)) 1st lien sr sec notes due 04/30/28 (7y). NC3 (MWC B+50bp), then at 101.438, 100.719, 100. Equity claw: 3y 40% at 102.875. Ba2/BB (stable/stable). List Dublin. RegS ISIN: XS2332250880. IPT: low 3s. Px talk: 3.00% area. Launched: EUR1.25bn at 2.875%. Priced: 2.875% at 100. +344bp vs DBR 0.50% 02/15/28. - US$2bn (up from U$$1.5bn) sr notes due 04/30/31 (10y). NC5 (MWC T+50bp), then at 102.563, 101.708, 100.854, 100. Equity claw: 3y 40% at 105.125. B1/BB- (stable/stable). 144A CUSIP: 68622TAB7. IPT: mid-to-high 5s. Px talk: 5.125%-5.25%. Launched: US$2bn at 5.125%. Priced: 5.125% at 100. +348bp vs 1.125% 02/15/31. All tranche increases replace the $2bn term loan A. Roadshow 04/05-07 (investor call at 11am 04/05). Books closed: US$ at 11am NYT 04/08 (from 5pm NYT 04/07); EUR at 4pm UKT 04/08 (from 11am UKT 04/08). UOP: finance the spinoff of Merck's women's Health, biosimilars, and established brands businesses, including a $9bn cash distribution to Merck and $500m cash on the B/S. The financing also includes a US$3.885bn equivalent (up from US$3bn) 7y sr sec 1st lien term loan B split US$3bn (up from US$2bn) and EUR750m (US$885m equivalent) (down from US$1bn equivalent) via JPM+ (did lender call 03/24). The US$2bn term loan A was dropped. Biz: a science-based global pharmaceutical company that develops and delivers innovative health solutions through a portfolio of prescription therapies within women’s health, biosimilars and established brands. HQ: Jersey City, NJ. (Spin-off announced 02/05/20).