05/02/2024 Bellis Acquisition Co plc (ASDA Group) (ASSDLN) GBP1.75bn 144A/Reg S sr sec notes due 05/14/30 (6y). NC2 (MWC G+50bp), then at 104.063, 102.031, 100. Equity claw: 2y 40% at 108.125. Special call: 10% per year the first 2 years at 103. B1/B+/BB (stable/stable/positive). Via Barc (B&D)/DB/JPM jt physical books/BofA/BoC/HSBC/IMI/Lloyds/MS/Natwest/Rabo/RBC/SMBC Nikko jt glocos/Citi jt books. No reg rights. List ISE. NY law. Pays April 1 and Oct 1, starting 10/01/24. Settles 05/14. Reg S ISIN: XS2811958839. IPT: low-mid 8s. Px talk: 8.25% area. Final terms: GBP1.75bn at 8.125%. Priced: 8.125% at 100. +396bp vs UKT 0.375% 10/22/30. Roadshow 04/29-30 (investor call at 12pm 04/29). Books closed at 11:30am 05/02. UOP: along with EUR1.05bn (GBP900m equivalent) sr sec term loan B 2031, and GBP368m cash on hand to refi the majority of its existing sr sec debt due 2026 (GBP740m equivalent EUR term loan B, $1.728bn of its GBP2.25bn 3.25% sr sec notes due 02/15/26, all GBP500m 4.50% sr sec notes due 02/15/26). Also extending its existing term loan A and revolver. Equity sponsor: TDR Capital 50% (the Issa brothers own the other 50%). Biz: third largest grocery retailer in the UK. HQ: Leeds, UK.