12/12/2023 Ephios Subco 3 Sarl (Synlab AG) (SYABGR) EUR450m (down from EUR550m +/- EUR100m) 144A/Reg S sr sec notes due 01/31/31 (7y). NC3 (MWC B+50bp), then at 103.938, 101.969, 100. Equity claw: 3y 40% at 107.875. Special call: 10% per year the first 3 years at 103. B2/B+/B+ (stable/stable/positive). Via DB sole physical books/Barc/BNP/Citi/CA/Mizuho/Natixis jt glocos/GS/HSBC/ING/LBBW/Raiffessen/Santander/SMBC Nikko/StanChart/UniCredit jt books. No red rights. List TISE. NY law. Pays June 15 and Dec 15, starting 06/15/24. Settles 12/21 (T+7). Reg S ISIN: XS2734938249. Px talk: 8.25% area. Revised px talk: 8.00% area (+/- 0.125%). EUR100m downsize moved to the term loan. Final terms: EUR450m 7.875% at par. Priced: 7.875% at 100. Roadshow 12/07-08 (investor call at 10:30am UKT 12/07). Books closed at 1:30pm UKT (from 10am UKT) 12/12. UOP: along with EUR1bn (up from EUR900m +/- EUR100m) sr sec term loan B, EUR500mm directly placed sub PIK notes and EUR40m of cash on hand, to fund the take-private transaction (the acquisition of all publicly remaining shares) of Synlab AG by its controlling shareholder Cinven at EUR10 per share (EUR1.287m tendered shares total value) bringing its ownership stake up to approx 85% from approx 43% (tender offer announced 09/29/23), and to repay its existing EUR535m term loan A due 2026. Biz: leading provider of clinical laboratory and medical diagnostic services in Europe. Equity sponsor: Cinven. HQ: Munich, Germany.