09/15/2021 Verde Bidco SpA (Itelyum Group) (ITLYUM) EUR450m 144A/Reg S sustainability-linked sr sec notes due 10/01/26 (5y). NC2 (MWC B+50bp), then at 102.313, 101.156, 100. Equity claw: 2y 40% at 104.625. Special call: 10% per year the first 2 years at at 103. B2/B (stable/stable). Via BofA (B&D)/CS/ jt glocos and physical books/IMI/UniCredit jt books. No reg rights. List Lux. NY law. Settles 10/01 (T+12). Reg S ISIN: XS2389112736. SLB step-up: 30bp step-up each for two SPTs if not met by 2025. SPT1: gross CO2e avoided emissions to increase by 25% by 2025 vs 2020, SPT2: quality of waste managed and sent to circular treatment to increase by 25% by 2025 vs 2020. Intermediate soft targets to step up call premium if notes called before target date. Price talk: 5.00%-5.25%. Revised px talk: 4.75% area (+/- 12.5bp). Priced: 4.625% at 100. +529bp vs DBR 0% 08/15/26. Roadshow 09/13-15 (investor call at 11am UKT 09/13). Books closed at 12pm UKT 09/5. UOP: along with EUR28m cash on hand, to fund the acquisition of Itelyum by Stirling Square Capital Partners Fourth Fund and Deutsche Beteiligungs from Stirling Square Capital Partners Third Fund for EUR582m equity value or a total value of EUR760m, including repaying the existing EUR178m term loan. The purchasers will contribute EUR313m in equity. Biz: waste management with a distinctive focus on recycling and regeneration activities of industrial hazardous waste. HQ: Pieve Fissiraga (Lodi), Italy. (Acquisition announced 08/13/2021).