Toucan FinCo Limited/Toucan FinCo Can Inc/Toucan FinCo US LLC (IPL) (TOUCAN) $1.325bn (up from $1.275bn) equivalent (EUR/US$) 144A/Reg S sr sec notes. B3/B- (stable/stable). Via BofA (USD B&D)/HSBC (EUR B&D) jt glocos/BMO/CIBC/MUFG/TD jt books. No reg rights. List ISE. Cash interest pays Nov 15 and May 15, starting 11/15/25. SMR at par if the acquisition does not close by 11/15/25. Settles 05/15 (T+10 US, T+9 UK).
- $975m sr sec notes due 05/15/30 (5y). NC2 (05/15/27) (MWC T+50bp), then at 104.75, 102.375, 100. Equity claw: 2y 40% at 109.50. Special call: 10% per year the first 2 years at 103. CoC at 101. 144A CUSIP: 89157UAA5. IPT: low-to-mid 9s. Price talk: 9.25%-9.50%. Launched: US$975m at 9.50%. Priced: 9.50% at 100. +580bp vs 6.125% 05/15/30.
- EUR310m ($350m equivalent, up from $300m equivalent) sr sec notes due 05/15/30 (5y). NC2 (05/15/27) (MWC B+50bp), then at 104.125, 102.0625, 100. Equity claw: 2y 40% at 108.25. Special call: 10% per year the first 2 years at 103. CoC at 101. IPT: low-to-mid 8s. Official IPT: 8.25%-8.50%. Price talk 8.25%-8.50%. Launched: EUR310m ($350m equivalent) at 8.25%-8.50%. Priced: 8.25% at 100. +631bp vs DBR 0% 02/15/30.
The $50m upsize will be used to eliminate the expected pfd equity at an indirect holding company of the parent guarantor to satisfy the financing condition in the combination agreement. The PIK pay on the first interest payment has been dropped. It is now entirely cash pay. Roadshow 04/29-05/01 (investor call at 3pm NYT / 8pm UKT 04/29). Books closed at 12:15pm NYT / 5:15pm UKT (from 11:30am NYT / 4:30pm UKT) 05/01. UOP: along with cash on hand, to refinance $992m of existing debt of IPL ($810m 6.00% sr sec notes due 2028 at 100) and SA ($137m term loan, $9m revolver and $23m other debt), and to fund a $200m equalization payment to the IPL Shareholders, in connection with the merger with Schoeller Allibert. IPL shareholders will hold 55% (MDP/CDPQ) and SA shareholders (BAM) will hold 45% of the new combined company. Equity sponsors: Madison Dearborn Prtnrs/CDPQ/Brookfield Asset Management. Closing expected in Q2/Q3 2025. Biz: The new combined entity is a leading manufacturer of sustainable rigid plastic packaging with established positions in North America and Europe, established by merging the businesses of the IPL Group and Schoeller Allibert. HQ: Dublin, Ireland. (Merger announced 04/29/25).
Netroadshow link: https://www.netroadshow.com/nrs/home/#!/?show=b2107533 (Entry code: IPLP25).