07/29/2021 PeopleCert Wisdom Issuer Plc (PEOCER) EUR300m 144A/Reg S sr sec notes due 09/15/26 (5y). NC2 (09/15/23) (MWC B+50bp), then at 102.875, 1014375, 100. Equity claw: 2y (09/15/23) 40% at 105.75. Special call: 10% per year the first 2 years at 103. B2/B/B+ (stable/stable/positive). Via MS (B&D) sole gloco and books, NBG as co-manager. No reg rights. List ISE. NY law. Settles 08/05 (T+5). Reg S ISIN: XS2370814043. Px talk: 6.00% area (+/- 0.125%). Final px: 5.75%. Priced: 5.75% at 100. +647bp vs OBL 0.00% 10/09/26. Did investor call at 11am UKT 07/29, small group meetings 07/26-29. Books closed at 11:30am UKT 07/29 (originally closing at 10am UKT 07/29). UOP: replace the GBP250m bridge loan to be entered into to fund the acquisition of Axelos for GBP388m and repay GBP2m of PeopleCert debt. FTV-PC LLC equity contribution GBP140m (20.74% stake in PeopleCert Holdings UK Ltd). Anastasios Byron Nicolaides is the group's founder, CEO and ultimate sole shareholder. The acquisition is expected to close on 07/29/21. Biz: a leading player in Education Technology within the certification of persons market. A leader in the IT and Project Management certifications markets, and a fast growing presence in the language certification market. HQ: London, UK. (Acquisition announced 07/29/21).