05/02/2024 Pachelbel Bidco SpA/Multiversity SpA (post merger) (MLTIVR) EUR1.1bn 144A/Reg S sr sec fixed/floater notes 2-part. B2/B (negative/stable). Via MS (B&D)/GS jt glocos and physical books/BofA/DB/CVC/UniCredit/BNP/CA jt books. No reg rights. List Lux. NY law. Settles 05/17 (T+10).
- EUR500m (down from EUR550m) sr sec fixed rate notes due 05/17/31 (7y). NC3 (05/15/27) (MWC B+50bp), then at 103.5625, 101.78125, 100. Equity claw: 3y 40% at 017.125. Special call: 10% per year the 1st 3 years at 103. Pays semi Jan 30 and July 30, starting j01/30/35. Reg S ISIN: XS2816638873. IPT: 7.25%-7.50%. Px talk: 7.25% area (+/- 12.5bp) (no revision). Final terms: EUR500m at 7.125%. Priced: 7.125% at 100. +464bp vs DBR 0% 08/15/31.
- EUR600m (up from EUR550m) sr sec FRN due 05/17/31 (7y). NC1 (05/15/25) (MWC B+50bp), then at 100. Quarterly pay on Jan 30, Juyly 30 and Oct 30, staring 10/30/24. Reg S ISIN: XS2816639095. IPT: E+450-475bp at par. Px talk: E+450bp area (+/- 12.5bp) at par. Revised px talk: E+437.5bp area (+/- 12.5bp) at par. Final terms: EUR600m E+425bp at par. Priced: 3mE+425bp, 0% floor, at 100.
Roadshow small group meetings 04/29-05/01 (investor call at 10am UKT 04/29). Books closed at 2:30pm (from 1pm and 12pm) UKT 05/02. UOP: finance the transfer of Multiversity from one CVC fund to another CVC fund (EUR3.970bn enterprise value), and EUR25m cash on the B/S. The existing EUR765m sr sec FRN will remain outstanding. Equity sponsor CVC and other LPs will contribute EUR2.2bn in equity. Biz: the leading university in the Italian online higher education market. HQ: Rome, Italy. (Fund transfer announced 04/16/2024).