Commentary & Deal Flow

    Today’s 10 deals for $12.500bn pushed November 2025 into record territory.  November now sits at a $128.375bn total - beating out 2012 ($125.643bn) for the top spot.  This also marks the third month in a row to set a new record – something we haven’t seen since the heady COVID months in 2020. Meanwhile, 2025 also topped the $1.6 trillion mark today – only the second year to ever breach this threshold.

    September, October and November 2025 have all set new records – a monthly record trifecta.

    Sept 2025 finished at $215.050bn – coming in way above the previous record – 2024’s $184.740bn Sept total.

    Oct 2025 finished at $132.580bn – beating previous record holder 2017 ($121.362bn).

    And now November ($128.375bn) has come in above 2012’s $125.643bn record.

   It probably won’t surprise you that the last time we saw a record streak like this was 2020. That streak was 4 record months in-a-row:

   - March 2020 holds the record at $261.220bn
   - April 2020 holds the record at $292.675bn
   - May 2020 holds the record at $253.995bn
   - June 2020 holds the record at $176.979bn

   Meanwhile, 2025’s all-in total now sits at $1609.535bn – only the second year ever to breach to $1.6 trillion mark.

    * Notably, the year just crossed the $1.5 trillion mark on Nov 3 and was able to ramp up to $1.6 trillion by Nov 18 – in just 10 business days.

VOLUME MILESTONE CHART

    This week has soared past its average estimate:

    November 2025 has also beat it’s $126.232bn average – an estimate that suggested a record month might be in the cards.

On notables for today, STLD ranks as the lowest BBB 3yr coupon through 2023 (tying with LOW from 9/23/25):

Pfizer's 2yr ranks as the 5th lowest coupon through 2023; All names in this table have priced since August:

PRU ranks as the 4th lowest FABN 5yr coupon through 2023 at 4.35%, RGA is not too far behind at 4.60%:

HERE'S TODAY'S RUNDOWN:

[PFIZER] 

Pfizer Inc (PFE) exp A2/A (s/s) US$6bn SEC registered 7-part sr notes (2y FXD and/or FRN due 11/15/27, 5y FXD due 11/15/30, 7y FXD due 11/15/32, 10y FXD due 11/15/35, 30y FXD due 11/15/55 and 40y FXD due 11/15/65). MWC on FXD tranches, then 1mo par call on 5y (10/15/30), 2mos on 7y (9/15/32), 3mos on 10y (8/15/35), 6mos on 30y (5/15/55) and 6mos on 40y (5/15/65). Citi (B&D on 30s/40s)/DB/JPM (B&D on 2s, 5s, 7s, 10s)/Miz joint active books. Denoms: 2,000 x 1,000. Sales into Canada: Yes, via exemption. UOP: GCP, including the acquisition of Metsera and the refinancing of existing indebtedness. Pricing 11/18. Settle 11/21 (T+3). CUSIPs/ISINs: 2y FRN: 717081FC2/US717081FC28, 2y FXD: 717081FJ7/US717081FJ70, 5y: 717081FD0/US717081FD01, 7y: 717081FE8/US717081FE83, 10y: 717081FF5/US717081FF58, 30y: 717081FG3/US717081FG32, 40y: 717081FH1/US717081FH15. 

Announced with benchmark size, final size came in at $6bn with price progression as follows:

2y FRN - IPT Seqv; GDNC Seqv; PXD $500m 11/15/27 FRN at SOFR+50, at 100.

2y FXD - IPT T+60a; GDNC T+30#; PXD $1bn 3.875% 11/15/27 99.989 3.881% T+30. MW+5.

5y - IPT T+80 area; GDNC T+52#; PXD $1bn 4.20% 11/15/30 99.921 4.218% T+52. MW+10.

7y - IPT T+90 area; GDNC T+65#; PXD $1.25bn 4.50% 11/15/32 99.781 4.537% T+65. MW+10.

10y - IPT T+100 area; GDNC T+75#; PXD $1.25bn 4.875% 11/15/35 99.985 4.877% T+75. MW+15.

30y - IPT T+115 area; GDNC T+87.5#; PXD $500m 5.60% 11/15/55 99.655 5.624% T+87.5. MW+15.

40y - IPT T+125 area; GDNC T+100#; PXD $500m 5.70% 11/15/65 99.237 5.749% T+100. MW+15.

As for r/v, outstanding PFE was quoted as follows:

Pfizer Inc
-PFE 3.600% due 09/15/28 T+17bp (G17; $99.67) - $1bn pxd SEPT 2018
-PFE 2.625% (sust) due 04/01/30 T+41bp (G45; $94.23) - $1.25bn pxd MAR 2020
-PFE 1.700% due 05/28/30 T+41bp (G44; $90.26) - $1bn pxd MAY 2020
-PFE 1.750% (sust) due 08/18/31 T+41bp (G34; $88.18) - $1bn pxd AUG 2021
-PFE 2.700% due 05/28/50 T+73bp ($63.04) - $1.25bn pxd MAY 2020
Pfizer Investment Enterprises Pte Ltd
-PFE 5.300% due 05/19/53 T+93bp ($95.13) - $6bn pxd MAY 2023

PFE hasn't priced a deal since May 2023 which was under Pfizer Investment Enterprises. We heard the main comp to focus on was MRK given it just priced a deal in September. PFE should price alongside MRK thus f/v was pegged directly against MRK’s levels.  

Merck and Co Inc (Aa3/A+)
-MRK 4.300% due 05/17/30 T+42bp (G46; $100.83) - $750m pxd MAY 2023
-MRK 4.550% due 09/15/32 T+51bp (G54; $101.04) - $1bn pxd 09/02/25 +58
-MRK 4.950% due 09/15/35 T+68bp (G71; $101.33) - $1.75bn pxd 09/02/25 +68
-MRK 5.700% due 09/15/55 T+87bp ($101.56) - $1.25bn pxd 09/02/25 +75

*** 30yr: Sept ’55 T+87, call f/v at T+87bp. At the T+87.5bp pricing level, 30yr CONCESSION IS FLAT.

*** 40y: 30y f/v at T+87, add 10bp for IPT curve gets f/v to T+97bp. At the T+100bp pricing level, 40yr CONCESSION IS 3BP.

*** 10yr: Sept ’35 G71 points to f/v at 71bp. 30y f/v at T+87, take away 15bp for IPT curve = 72bp. Call f/v at T+72bp. At the T+75bp pricing level, 10yr CONCESSION IS 3BP.

*** 7yr: 10y f/v at T+72, take away 10bp for IPT curve gets f/v to T+62bp. At the T+65bp pricing level, 7yr CONCESSION IS 3BP.

*** 5yr: 7y f/v at T+62, take away 10bp for IPT curve gets f/v to T+52bp. At the T+52bp pricing level, 5yr CONCESSION IS FLAT.

*** 2yr: 5y f/v at T+52, take away 20bp for IPT curve gets f/v to T+32bp. At the T+30bp pricing level 2yr CONCESSION IS NEG 2BP.

COMPS AWAY:

AbbVie Inc (A3/A-)
-ABBV 4.875% due 03/15/30 T+42bp (G46; $103.03) - $1bn pxd FEB 2025
-ABBV 5.200% due 03/15/35 T+65bp (G72; $103.31) - $1bn pxd FEB 2025
-ABBV 5.600% due 03/15/55 T+78bp ($101.37) - $750m pxd FEB 2025

Novartis Capital Corp (Aa3/AA-)
-NOVNVX 4.100% due 11/05/30 T+42bp (G42; $100.03) - $1.75bn pxd 11/03/25 +45
-NOVNVX 4.600% due 11/05/35 T+59bp (G59; $99.30) - $925m pxd 11/03/25 +55
-NOVNVX 5.300% due 11/05/55 T+70bp ($98.17) - $550m pxd 11/03/25 +65

FINAL BOOKS:

$500m 2yr FRN - $3.200bn (6.40x) - PEAK $3.500bn

$1bn 2yr FXD - $3.600bn (3.60x) - PEAK $5.000bn

$1bn 5yr - $3.800bn (3.80x) - PEAK $5.500bn

$1.25bn 7yr - $4.200bn (3.36x) - PEAK $5.500bn

$1.25bn 10yr - $5.300bn (4.24x) - PEAK $7.000bn

$500m 30yr - $2.200bn (4.40x) - PEAK $6.400bn

$500m 40yr - $2.000bn (4.00x) - PEAK $4.200bn

[PROTECTIVE LIFE] 

Protective Life Corporation (PROTLI) exp Baa1/A-/A- (s/s/s) US$1.2bn 144A / Reg S w/ no reg rights 2-pt sr unsec notes (L5y due 1/15/31 and 10y due 12/15/35). MWC then 1 mos par call on L5y and 3 mos on 10y. UoP: gcp, including future acquisitions and the repayment, in whole or in part, of the Company’s outstanding term loan due 2026. Denoms: $2k x $1k. Sale into Canada: Yes - Exemption. Marketing: https://dealroadshow.com; Passcode: PLC2025. 144A CUSIP/ISIN: L5s/10s: 743674BF9/743674BG7; US743674BF93/US743674BG76. Pricing 11/18. Settle 11/24 (T+4). 

VIA WFS (B&D) on both tranches; SMBC/TD/USB as JBRs on L5y and Miz/MS/PNC as JBRs on 10y.

Announced as a benchmark, we heard initial price thoughts as  L5y T+130 area and 10y T+150 area.

Guidance came in at L5y T+105#, 10y T+125#.

Ultimately, a $1.2bn deal priced as follows:

$600m 4.70% 1/15/31 99.773 4.748% T+105. MW+20.

$600m 5.35% 12/15/35 99.803 5.375% T+125. MW+20.

 As for r/v, outstanding PROTLI was quoted as follows:
-PROTLI 4.300% due 09/30/28 T+70bp (G70; $100.1) - $400M pxd Aug 2018
-PROTLI 3.400% due 01/15/30 T+76bp (G80; $96.1) - $400M pxd Sep 2019

Protective Life Global Funding (A1/AA-/AA-)
-PROTLI 4.803% due 06/05/30 T+74bp (G76; $101.6) - $500M pxd 05/29/25 +80
-PROTLI 5.432% due 01/14/32 T+79bp (G86; $104.1) - $500M pxd Jan 2025

Looking at its GF name, most recently priced PROTLI Jun 30s G76:

** L5yr - plus 4bp for extension into Jan ‘31, new L5y f/v is T+80bp; then plus 20bp for rating and credit differential = T+100bp. At the T+105bp pricing level, L5YR CONCESSION IS 5BP.

** 10yr – L5yr T+100; plus 20bp for L5/10s curve at IPT = T+120bp f/v. At the T+125bp pricing level, 10YR CONCESSION IS 5BP.

Comps away:

Athene Holding Ltd (Baa1/A-/BBB+)
-ATH 3.500% due 01/15/31 T+103bp (G101; $94.5) - $500M pxd Oct 2020
-ATH 5.875% due 01/15/34 T+124bp (G139; $103.4) - $750M pxd Jun 2024

CNA Financial Corp (Baa2/A-/BBB+)
-CNA 5.200% due 08/15/35 T+112bp (G112; $99.9) - $500M pxd 08/05/25 +103

American Financial Group (Baa1/BBB+/N/A)
-AFG 5.250% due 04/02/30 T+38bp (G42; $104.5) - $300M pxd Mar 2020
-AFG 5.000% due 09/23/35 T+119bp (G119; $97.7) - $350M pxd 09/16/25 +108

Lincoln National Corp (Baa2/BBB+/BBB+)
-LNC 3.400% due 01/15/31 T+94bp (G92; $94.4) - $500M pxd May 2020
-LNC 5.350% due 11/15/35 T+127bp (G126; $99.8) - $500M pxd 11/03/25 +125

Corebridge Financial Inc (Baa2/BBB+/BBB+)
-CRBG 3.850% due 04/05/29 T+67bp (G76; $98.4) - $1B pxd Apr 2023
-CRBG 5.750% due 01/15/34 T+101bp (G116; $104.1) - $750M pxd Dec 2023

Unum Group (Baa2/BBB/BBB)
-UNM 5.250% due 12/15/35 T+126bp (G124; $99.1) - $300M pxd 11/06/25 +125

FINAL BOOKS:

$600m L5yr - $1.800bn (3.00x) - PEAK $2.000bn

$600m 10yr - $1.400bn (2.33x) - PEAK $1.900bn

[CENOVUS ENERGY]

Cenovus Energy Inc (CVECN) exp Baa1/BBB/BBB (n/n/s) US$1bn SEC registered 2-part sr notes (long 5y due 3/20/31 and long 10y due 3/20/36). MWC then 1mo par call on L5y (2/20/31) and 3mos on L10y (12/20/35). CIBC/GS/JPM (B&D)/Miz joint active books. Denoms: 2,000 x 1,000. Sale into Canada: Yes, via Canadian wrapper. UOP: to fund the redemption of the $750 million aggregate principal amount of 3.60% senior notes due 2027 (the “CAD 2027 Notes”) and the U.S.$373 million aggregate principal amount of 4.25% senior notes due 2027 (the “US 2027 Notes”, together with the CAD 2027 Notes, the “2027 Notes”), to fund the redemption of MEG’s U.S.$600 million aggregate principal amount of 5.875% senior notes due 2029 (the “MEG Notes”) and for general corporate purposes. NetRoadshow Presentation: Link: www.netroadshow.com/nrs/home/#!/?show=dd43ffbc (Recommended) or Visit www.netroadshow.com and enter the entry code: CVE25 (not case-sensitive)Pricing 11/18. Settle 11/20 (T+2). CUSIP / ISIN: L5y: 15135UBA6 / US15135UBA60; L10y: 15135UBB4 / US15135UBB44.

VIA CIBC/GS/JPM (B&D)/Miz joint active books.

Announced as benchmark, final size came in at $1bn With price progression as follows:

L5yr – IPT T+125a; GDNC T+100#; PXD $500m 4.65% 3/20/31 99.800 4.694% T+100. MW+15.
L10yr – IPT T+160a; GDNC T+130#; PXD $500m 5.40% 3/20/36 99.828 5.423% T+130. MW+20.

As for r/v, outstanding Cenovus was quoted as follows:

- CVECN 4.250% due 04/15/27 T+67bp (G67; $99.96) - $370m outstanding ($1.2bn orig pxd APR 2017)
- CVECN 2.650% due 01/15/32 T+75bp (G106; $88.67) - $500m pxd SEP 2021
- CVECN 3.750% due 02/15/52 T+134bp (G135; $69.92) - $750m pxd SEP 2021

* L 10yr - Jan ’32 G106;  + 15bp 7s/10s = T+121bp for 01/35 f/v + 4bp curve to 03/36 f/v = T+125bp. At the T+130bp pricing level, L10YR CONCESSION IS 5BP.
* L 5yr – L10yr f/v T+125bp, minus 35bp 5s/10s curve puts L 5yr f/v at T+90bp.  At the T+100bp pricing level, L5YR CONCESSION IS 5BP.

Comps away:

Canadian Natural Resources (Baa1/NR/BBB+)
- CNQCN 5.000% due 12/15/29 T+78bp (G84; $101.89) - $750m pxd DEC 2024
- CNQCN 5.400% due 12/15/34 T+104bp (G113; $101.67) - $750m pxd DEC 2024

Suncor Energy Inc (Baa1/NR/BBB+)
- SUCN 4.000% due 11/15/47 T+131bp ($75.56) - $750m pxd NOV 2017
- SUCN 3.750% due 03/04/52 T+124bp ($71.09) - $750m pxd MAR 2021

Coterra Energy Inc (Baa2/BBB/BBB)
- CTRA 4.375% due 03/15/29 T+78bp (G88; $99.68) - $433.17m outstanding
- CTRA 5.400% due 02/15/35 T+120bp (G128; $100.54) - $750m pxd DEC 2024
- CTRA 5.900% due 02/15/55 T+155bp ($94.79) - $750m pxd DEC 2024

Diamondback Energy Inc (Baa2/BBB/BBB+)
- FANG 5.150% due 01/30/30 T+81bp (G86; $102.38) -  $850m pxd APR 2024
- FANG 5.550% due 04/01/35 T+110bp (G117; $102.35) - $1.2bn pxd 3/6/25 + 128
- FANG 5.705% due 04/18/54 T+141bp ($94.65) - $1.5bn pxd APR 2024

Devon Energy Corp (Baa2/BBB/BBB+)
- DVN 4.500% due 01/15/30 T+88bp (G92; $99.62) - $574m outstanding
- DVN 5.200% due 0915/34 T+125bp (G135; $98.75) - $1.25bn pxd AUG 2024
- DVN 5.750% due 09/15/54 T+170bp ($91.03) - $1.0bn pxd AUG 2024

Ovintiv Inc (Baa3/BBB-/BBB-)
- OVV 6.250% due 07/15/33 T+140bp (G160; $104.34) - $600m pxd MAY 2023
- OVV 7.100% due 07/15/53 T+196bp ($105.00) - $400m pxd MAY 2023 

FINAL BOOKS:

$500m L5yr - $2.02bn (4.40x) - PEAK $3.00BN 

$500m L10yr - $2.60bn (5.20x) - PEAK $4.00BN 

[SPIRE INC] 

Spire Inc (SR) exp instrument ratings Baa3/BBB- (s/n) US$900m SEC registered 2-part fixed rate reset jr subordinated notes (30.5nc5.25 due 6/1/56 and 30.5nc10.25 due 6/1/56). First Reset Dates: June 1, 2031 and June 1, 2036. Reset Dates: The first reset date and each fifth anniversary thereafter. First Coupons: June 1, 2026. Coupon Floor: Yes. Optional Redemption: in whole or in part on one or more occasions at a price equal to 100% (i) beginning 90 days prior to and up to the first reset date and (ii) on each subsequent interest payment date thereafter. Tax Event Call: in whole, but not in part, at 100% at any time within 120 days after a Tax Event. Rating Agency Event Call: In whole, but not in part, at 102% at any time within 120 days after a Rating Agency Event. Optional Interest Deferral: up to 10 consecutive years per deferral. Denoms: 2,000 x 1,000. Sales into Canada: Yes, via exemption. UOP: to finance the acquisition of the Piedmont Natural Gas Tennessee business and for general corporate purposes. Marketing: DealRoadShow: https://dealroadshow.com - PW: SPIRE2025. Pricing 11/18. Settle 11/24 (T+4). CUSIP: 30.5NC5.25: 84857LAD3, 30nc5nc10.25: 84857LAE1. ISIN: 30.5nc5.25: US84857LAD38, 30.5nc10.25: US84857LAE11. 

VIA BMO (B&D)/JPM/WFS/Miz/MS/RBC joint books.

Announced with benchmark size, we heard initial thoughts as 30.5nc5.25 6.50% area, 30.5nc10.25 6.75% area.

Guidance came in at 30.5nc5.25 6.25%#, 30.5nc10.25 6.45%#.

Ultimately, a $900m deal priced as follows:

$450m 6.25% 6/1/56 100.00 6.25%. Back-end reset: T+255.6.

$450m 6.45% 6/1/56 100.00 6.45%. Back-end reset: T+232.7.

As for r/v, this is Spires first hybrid trade thus CONCESSION N/A.

Outstanding hybrids with floors:

Entergy Corp (Baa3/BBB-)
-ETR 5.875% due 08/15/55 nc 03/15/31 $99.80 (G219; 5.92% YTC) - $600m pxd 11/04/25 b/e +217.9
-ETR 6.100% due 06/15/56 nc 03/15/36 $100.04 (G195; 6.09% YTC) - $700m pxd 11/04/25 b/e +201.3

WEC Energy Group Inc (Baa2/BBB/BBB-)
-WEC 5.63% due 05/15/56 nc 02/15/31 $100.99 (G168; 5.41% YTC) - $600m pxd 11/03/25 b/e +190.5

NiSource Inc (Baa3/BBB-/BB+)
-NI 5.750% due 07/15/56 nc 04/15/31 $100.33 (G193; 5.67% YTC) - $1bn pxd 11/03/25 b/e +203.5

CenterPoint Energy Inc (Baa3/BBB-/BB+)
-CNP 5.950% due 04/01/56 nc 01/01/31 $100.68 (G108; 5.79% YTC) - $700m pxd 09/30/25 b/e +222.3

Alliant Energy (Baa3/BBB-)
-LNT 5.750% due 04/01/56 nc 01/01/31 $99.61 (G212; 5.83% YTC) - $725m pxd 09/23/25 b/e +207.7

American Electric Power Co Inc (Baa3/BBB-/BB+)
-AEP 5.800% due 03/15/56 nc 12/15/30 $99.53 (G220; 5.91% YTC) - $1.1bn pxd 09/23/25 b/e +212.8
-AEP 6.050% due 03/15/56 nc 12/15/35 $99.83 (G194; 6.06% YTC) - $900m pxd 09/23/25 +194.0

Sempra (Baa3/BBB-/BBB-)
-SRE 6.375% due 04/01/56 nc 01/01/31 $101.50 (G231; 6.02% YTC) - $800m pxd 08/26/25 b/e +263.2

Dominion Energy Inc (Baa3/BBB-/BBB-)
-D 6.000% due 02/15/56 nc 11/15/30 $100.47 (G219; 5.89% YTC) - $1.45bn pxd 08/04/25 b/e +226.2
-D 6.200% due 02/15/56 nc 11/15/35 $100.18 (G205; 6.18% YTC) - $1.325bn pxd 08/04/25 +200.6

NextEra Energy Capital Holdings Inc (Baa2/BBB/BBB)
-NEE 6.375% due 08/15/55 nc 05/15/30 $103.17 (G189; 5.57% YTC) - $1.5bn pxd FEB 2025 b/e +205.3
-NEE 6.500% due 08/15/55 nc 05/15/35 $105.63 (G164; 5.72% YTC) - $1bn pxd FEB 2025 b/e +197.9

Southern Co (Baa2/BBB/BBB-)
-SO 6.375% due 03/15/55 nc 12/15/34 $105.27 (G157; 5.63% YTC) - $1.8bn pxd FEB 2025 b/e +206.9

MetLife Inc (Baa1/BBB/BBB)
-MET 6.350% due 03/15/55 nc 03/15/35 $105.63 (G150; 5.57% YTC) - $1bn pxd MAR 2025 b/e +207.8

FINAL BOOK:

$450m 30.5nc5.25 Jr Sub - $1.250bn (2.78x) - PEAK $1.750bn

$450m 30.5nc10.25 Jr Sub - $2.100bn (4.67x) - PEAK $2.400bn

[STEEL DYNAMICS] 

Steel Dynamics Inc (STLD) exp Baa2/BBB/BBB+ (s/p/s) US$800m SEC registered 2-part sr notes (new 3y FXD due 12/15/28 and tap of STLD 5.25% 5/15/35 - $600m outstanding). MWC (T+20 on tap), then 1mo par call on 3y (11/15/28) and 3mos on 2035 tap (2/15/35). CoC. First Pay: 3y: 6/15/26, 2035 tap: 5/15/26. Denoms: 2,000 x 1,000. Sale into Canada: Yes - Exemption. UOP: to redeem the $400mm 5.00% Notes due 2026 and other general corporate purposes. Marketing: www.netroadshow.com Passcode: STLD2025. Pricing 11/18. Settle 11/21 (T+3). Cusip: new 3y: 858119BU3, 2035 tap: 858119BS8.

VIA BofA/JPM/MS (B&D)/WFS joint active books.

Announced as benchmark, final size came in at $800m with price progression as follows: 

3yr - IPT 90a; GDNC T+63#; PXD $650m 4.00% 12/15/28 99.401 4.209% T+63. MW+10.
‘35 Tap - IPT 120a; GDNC 93#; PXD $150m tap of 5.25% 5/15/35 at 101.443 5.053% T+93. MW+20. Total outstanding now $750m.

As for r/v, outstanding STLD was quoted as follows: 

- STLD 1.650% due 10/15/27 T+59bp (G59; $95.41) - $350m pxd OCT 2020
- STLD 3.450% due 04/15/30 T+68bp (G71; $96.27) - $600m pxd DEC 2019
- STLD 5.250% due 05/15/35 T+90bp (G94; $101.59) - $600m pxd 3/10/25 +115
- STLD 5.750% due 05/15/55 T+103bp (G103; $99.54) - $400m pxd 3/10/25 +140

* ‘35s Tap: Outstanding T+90bp.  At the T+93bp pricing level, TAP CONCESSION IS 3BP. 

* 3yr - Tap f/v T+90bp minus 30bp 3yr / 35s Tap curve = T+60bp.  At the T+63bp pricing leveL, 3YR CONCESSION IS 3BP. 

FINAL BOOKS: 

$650m 3yr - $1.80bn (2.77x) - PEAK $2.100BN

$150m 2035 tap - $900m (6.00x) - PEAK $1.30BN 

[VALE OVERSEAS LTD] 

Vale Overseas Limited. Guarantor: Vale S.A. Issuer ratings: Baa2/BBB/BBB+ (s/s/s). Exp instrument ratings: Baa3/BB+/BBB-.

144A/Reg S $750m subordinated capital long 30nc5 hybrid due 02/25/2056.

Expected Equity Credit: Moody’s Basket M (50% until 2046) / S&P Intermediate Equity Content (50% until the First Reset Date) / Fitch 50% (until 2045).

Status / Ranking: Unsecured and subordinated obligations of the Issuer, ranking: (i) junior to all Senior Indebtedness of the Issuer; (ii) pari passu among themselves and with all future Parity Securities of the Issuer; and (iii) senior only to all existing and future classes of Junior Subordinated Capital of the Issuer.

Guarantee: Unsecured and subordinated obligation of the Guarantor, ranking: (i) junior to all Senior Indebtedness of the Guarantor (including the Participativas Debentures); (ii) structurally junior to the indebtedness and other liabilities of the Guarantor’s subsidiaries; (iii) equal to all existing and future Parity Securities of the Guarantor; and (iv) senior only to all existing and future classes of Junior Subordinated Capital of the Guarantor.

Use of Proceeds: General corporate purposes, including but not limited to replenishing a part of cash on hand following the payment of the purchase price of the Participating Debentures acquired pursuant to the Optional Acquisition Offer.

First Call Date: 11/25/2030 (Year 5). First Reset Date: 02/25/2031 (Year 5.25). Interest Payment Dates: Payable semi-annually in arrears on February 25 and August 25 of each year (short first coupon).

Interest: Fixed rate of [●]% p.a. until the First Reset Date, then reset every 5 years to the 5yr UST + Initial Margin + relevant Step-up(s). Step-ups: +25bps from February 25, 2036 (the “First Step-Up Date”) / +75bps (+100bps cumulative) from February 25, 2051 (the “Second Step-Up Date”).

Optional Interest Deferral: In whole or in part at any time at the Issuer’s discretion; Cash cumulative and compounding.

Payment of Arrears of Interest: The Issuer may, in its sole discretion, elect to pay Arrears of Interest in whole or in part at any time, and any Arrears of Interest will become due and payable, in whole but not in part, on the earliest of: (i) The next Interest Payment Date in respect of which the Issuer has not elected to defer payment of all the relevant scheduled interest payment; (ii) Payment of cash dividend in respect of Junior Subordinated Capital (above the Minimum Required Dividend) or of any distribution on any Parity Security issued or guaranteed by the Issuer or Guarantor; (iii) The redemption, repayment or repurchase of Parity Securities (including the Notes) or Junior Subordinated Capital issued or guaranteed by the Issuer or Guarantor; (iv) Upon a Bankruptcy Event or Liquidation Event, all subject to customary carve-outs.

Optional Redemption: In whole or in part on (i) any day during the period commencing on and including the First Call Date and ending on and including the First Reset Date, and (ii) on any Interest Payment Date thereafter, at par plus any accrued and unpaid interest to the date of redemption and any Arrears of Interest thereon.

Make-Whole Redemption: Prior to the First Call Date, in whole or in part, at an amount equal to the higher of (i) par and (ii) the Make-Whole Amount, plus any accrued and unpaid interest to the date of redemption and any Arrears of Interest thereon.

Make-Whole Amount: The present value of remaining scheduled payments up to the First Call Date, discounted at the 5yr UST + [●] (15% of reoffer spread, capped at 50bps).

Early Redemption Events: Gross-Up Event, Substantial Repurchase Event (≥75%), each at par plus accrued interest and any Deferred Interest; Accounting Event, Rating Methodology Event, Tax Deductibility Event, each at 101% until 3 months prior to First Reset Date, at par thereafter, in each case plus accrued interest and any Deferred Interest.

Substitution or Variation: Yes, upon the occurrence of an Accounting Event, a Rating Methodology Event, a Tax Deductibility Event or a Gross-Up Event.

Replacement Language: Intention-based until the Second Step-up Date, subject to customary carve-outs.

Acceleration: There is no cross-default or cross-acceleration under the Notes; No acceleration rights outside of Bankruptcy Event or Liquidation Event. Accounting Treatment: IFRS Liability.

Denoms: $200k+$1k. Governing Law: New York Law. Listing: Euro MTF of the Luxembourg Stock Exchange. Sales Into Canada: Yes, via exemption. Documentation: Standalone Preliminary Offering Memorandum (incorporating the Guarantor’s FY2024 20-F and 9M2025 6-Ks by reference).

Marketing: URL:https://dealroadshow.com, Entry Code: VALE2056. Direct Link:https://dealroadshow.com/e/VALE2056.

CUSIP (144A / Reg S): 91911T AT0 / G9317U AD7.

ISIN (144A / Reg S): US91911TAT07 / USG9317UAD75.

Price: 11/18. Settle: 11/25 (T+5)

VIA Global coordinators: Citi (B&D), BofA, HSBC, JPM. Joint bookrunners: BTG Pactual, Morgan Stanley, MUFG, RBC, SMBC, UBS.

Announced as a benchmark size, we heard IPTs in the mid 6%s, and the issuer went straight to launch with a $750m deal at 6.125%.

Ultimately the deal priced as follows:

$750m 6.000% 02/25/56 @ 99.488. Yld 6.125%. Reset spread 243.1bp.

BOOKS: $750m 30.25nc5 Jr Sub - $2.600bn (3.47x) - PEAK $2.800bn

As for RV, there was consensus from those on and away the deal that this came 137.5bp over Vale’s senior curve, using its 3.75% 07/08/2030 as a reference to give fair value for an unsecured 5-yr at 4.75%. Hybrids from Latin America are fairly rare (only Cemex/CMPC YTD), and there’s no hard and fast rule or exact comps for the spread over senior, so CONCESSION IS N/A.

However, we’d highlight that this came exactly where syndicate bankers on and off deal had forecast. By way of comparison, Chilean CMPCCI’s $600m 6.70% 12/9/57, a non-call 7 note priced on 09/04/25, came about 135bp-140bp over its respective senior and has since tightened to 120bp over. Cemex priced its $1bn 7.20% perp nc5 at 175bp over its senior curve on 06/04/25 and this differential has since compressed to around 140bp.

The structures of all three of this year’s LatAm hybrids are comparable, but CMPC’s hybrid was Ba1/BB+/BB+, Cemex’s was BB/BB, whereas Vale’s has two IG ratings (Baa3/BB+/BBB-). This led to a strong IG/crossover bid at the top of the book.

Given Vale has had two upgrades in two months (S&P in Sept, Fitch in Oct), the rationale was not immediately obvious to some observers. But the core reason was Vale’s recent purchase of around $700m of perpetual debentures, with the new deal effectively replacing this instrument in the capital structure but via a dated instrument that also had a lower yield.

[PRICOA GLOBAL FUNDING] 

PRICOA Global Funding (PRU) exp Aa3/AA-/AA- US$500m 144A/Reg S no reg rights 5y sr secured FA-Backed due 11/25/30. Citi (B&D)/DB/Miz/WFS joint active books. Active co-mgrs: Academy, Ramirez. FA Provider: The Prudential Insurance Company of America. Denoms: 150,000 x 1,000. Sale into Canada: Yes - Exemption. UOP: to purchase a Funding Agreement from The Prudential Insurance Company of America (see Offering Circular). Pricing 11/18. Settle 11/25 (T+5). 144A Cusip: 74153WCZ0. 144A ISIN: US74153WCZ05. 

VIA Citi (B&D)/DB/Miz/WFS joint active books.
Active co-mgrs: Academy, Ramirez.

The deal was announced with benchmark size with IPT at T+95a.

Guidance came in at T+68#.

Ultimately, a $500m deal priced as follows:

PRICED: $500m 4.35% 11/25/30 99.915 4.369% T+68.

As for r/v, outstanding Pricoa Global Funding was quoted as follows:

- PRU 4.400% due 08/27/27 T+40bp (G38; $100.73) - $600m pxd AUG 2024
- PRU 4.700% due 05/28/30 T+60bp (G62; $101.71) - $650m pxd 5/20/25 +65
- PRU 4.750% due 08/26/32 T+79bp (G81; $100.44) - $600m pxd 8/19/25 +73
- PRU 5.350% due 05/28/35 T+79bp (G83; $103.30) - $600m pxd 5/20/25 +88

* PRU ‘30s G62 + 3bp curve = T+65bp.  At the T+68bp pricing level, CONCESSION IS 3BP.

Comps away:

Guardian Life Global Funding (Aa1/AA+)
- GUARDN 4.327% due 10/06/30 T+63bp (G63; $100.07) - $650m pxd 9/30/25 +60

MassMutual Global Funding (Aa3/AA+/AA+)
- MASSMU 4.550% due 05/07/30 T+63bp (G66; $100.92) - $800m pxd 5/1/25 +80
- MASSMU 5.050% due 08/26/35 T+88bp (G90; $100.39) - $600m pxd 8/19/25 +78

Met Life Global Funding I (Aa3/AA-/AA-)
- MET 4.900% due 01/09/30 T+56bp (G61; $102.44) - $500m pxd JAN 2025
- MET 5.050% due 01/08/34 T+67bp (G81; $101.85) - $550m pxd JAN 2024

Met Tower Global Funding (Aa3/AA-/AA-)
- MET 4.200% due 09/16/30 T+63bp (G63; $100.07) - $500m pxd 9/9/25 +65

New York Life Global Funding (Aa1/AA+/AAA)
- NYLIFE 4.600% due 06/03/30 T+50bp (G52; $101.72) - $500m pxd 5/27/25 +58
- NYLIFE 5.350% due 01/23/35 T+67bp (G73; $104.15) - $750m pxd JAN 2025

Northwestern Mutual Global Funding (Aa1/AA+/AAA)
- NWMLIC 4.600% due 06/03/30 T+54bp (G57; $101.52) - $400m pxd 5/27/25 +58

Pacific Life Global Funding II (Aa3/AA-/AA-)
- PACLIF 4.850% due 02/10/30 T+59bp (G63; $102.22) - $400m pxd 02/05/25 +62

FINAL BOOKS:

$500m 5yr FABN - $1.050bn (2.10x) - PEAK $1.550bn

[RGA GLOBAL FUNDING]

RGA Global Funding (RGA) exp A1/AA- (n/s) US$500m 144A/Reg S no reg rights 5y sr secured FA-Backed due 11/25/30. FA Provider: RGA Reinsurance Company ("RGA Re"). Denoms: 2,000 x 1,000. Sale into Canada: Yes - Exemption. UOP: To purchase one or more Funding Agreements from RGA Reinsurance Company. Pricing 11/18. Settle 11/25 (T+5). 144A Cusip: 76209PAK9. 144A ISIN: US76209PAK93. 

VIA JPM (B&D)/MUFG/MS/RBC joint active books.

Announced as a benchmark, we heard initial price thoughts as T+115 area.

Guidance came in at T+93#.

Ultimately, a $500m deal priced as follows:

$500m 4.60% 11/25/30 99.867 4.630% T+93. 

 As for r/v, outstanding RGA was quoted as follows:

-RGA 4.350% due 08/25/28 T+70bp (G70; $100.21) - $800M pxd 08/18/25 +65
-RGA 5.250% due 01/09/30 T+66bp (G70; $103.42) - $600M pxd Jan 2025
-RGA 5.000% due 08/25/32 T+106bp (G108; $100.44) - $700M pxd 08/18/25 +95

RGA Aug 32s G108; call new 7y f/v T+109bp; minus 10-15bp 7s/10s curve, f/v would be ~ T+97bp f/v. 

  Some said the main focus was still on VOYA, which priced yesterday at +90 and now trading at G87:

Voya Global Funding (A2/A+/N/A)
-VOYA 4.600% due 11/24/30 T+88bp (G87; $100.16) - $400M pxd 11/17/25 +90

** VOYA Nov 30s G87 and priced at +90; call new issue f/v T+89bp. At the T+93bp pricing level, CONCESSION IS 4BP.

Other comps away:
MET Life GF I (Aa3/AA-/AA-)
-MET 4.150% due 08/25/28 T+48bp (G48; $100.27) - $600M pxd 08/19/25 +45
-MET 4.900% due 01/09/30 T+57bp (G61; $102.45) - $500M pxd Jan 2025

Protective Life Global Funding (A1/AA-/AA-)
-PROTLI 4.803% due 06/05/30 T+73bp (G75; $101.61) - $500M pxd 05/29/25 +80
-PROTLI 5.432% due 01/14/32 T+76bp (G83; $104.29) - $500M pxd Jan 2025

Equitable America Global Funding (A1/A+/N/A)
-EQH 4.650% due 06/09/28 T+70bp (G70; $100.92) - $750M pxd 06/02/25 +75
-EQH 4.950% due 06/09/30 T+80bp (G82; $101.93) - $850M pxd 06/02/25 +95
-EQH 4.700% due 09/15/32 T+91bp (G92; $99.58) - $500M pxd 09/08/25 +93

Mutual Of Omaha Global Funding(A1/A+/N/A)
-MUTOMA 4.514% due 06/09/28 T+55bp (G55; $100.96) - $400M pxd 06/04/25 +68
-MUTOMA 5.000% due 04/01/30 T+79bp (G82; $102.09) - $500M pxd Mar 2025

NLG Global Funding (A1/A+/N/A)
-LIFEVT 4.350% due 09/15/30 T+93bp (G94; $98.89) - $500M pxd 09/08/25 +82

Principal Life GF II (A1/A+/N/A)
-PFG 4.250% due 08/18/28 T+57bp (G57; $100.29) - $400M pxd 08/11/25 +55

FINAL BOOKS:

$500m 5yr FABN - $1.075bn (2.15x) - PEAK $1.250bn

[GLOBAL ATLANTIC]

Global Atlantic (Fin) Co (GBLATL) exp issue ratings Baa3/BB+/BB+ (s/s/s) US$500m 144A/Reg S no reg rights $1000 par 30nc5 fixed rate reset subordinated debs due 3/1/56. Coupon Structure: fixed rate until March 1, 2031; Rate resets on March 1, 2031 and every 5th anniversary thereafter based on 5-year CMT plus the applicable spread; provided, that the interest rate during any interest reset period will not reset below the initial interest rate on the Debentures. Par call: three months prior to the initial interest reset date, and after the initial interest reset date, on any interest payment date (12/1/30). Optional Redemption: Callable in whole, but not in part, upon the occurrence of a: Tax Event at 100% (within 90 days of event); Regulatory Capital Event at 100% (within 90 days of event); Rating Agency Event at 102% (within 90 days of event). Guarantor: Global Atlantic Limited (Delaware). Denoms: 2,000 x 1,000. Sales into Canada: Yes - Exemption. Pricing 11/18. Settle 11/26 (T+6). 144A CUSIP: 37959GAH0. 144A ISIN: US37959GAH02. 

VIA BNP/BofA/MS/SMBC/WFS (B&D) joint active books.

Announced with benchmark size, we heard initial thoughts as 7.25%-7.375%.

Went straight to launch at $500m 30nc5 at 7.25%.

Ultimately, a $500m deal priced as follows:

$500m 7.25% 3/1/56 100.00 7.25%. Back-end reset: T+355.0.

As for r/v, this is GBLATL’s first trade with a floor thus CONCESSION N/A. There were too many variables with curve, b/e, and what the floor is worth to accurately peg a nic against their outstanding so we’re sticking with n/a.

outstanding GBLATL was quoted as follows:

-GBLATL 7.950% due 10/15/54 nc 07/15/29 $104.00 (G309; 6.70% YTC) - $600m pxd JUN 2024 b/e +360.8

COMPS AWAY:

American National Group Inc (NR/BB+/BB+)
-ANGINC 7.000% due 12/01/55 nc 12/01/30 $100.80 (G310; 6.81% YTC) - $500m pxd 08/19/25 b/e +318.3 (with floor)

Athene Holding Ltd (Baa2/BBB/BBB-)
-ATH 6.875% due 06/28/55 nc 03/28/35 $98.69 (G300; 7.07% YTC) - $600m pxd JUN 2025 b/e +258.2

Equitable Holdings Inc (Baa2/BBB)
-EQH 6.700% due 03/28/55 nc 12/28/34 $103.93 (G208; 6.13% YTC) - $500m pxd MAR 2025 b/e +239.0

Reinsurance Group of America Inc (Baa2/BBB+/BBB-)
-RGA 6.650% due 09/15/55 nc 06/15/35 $103.00 (G214; 6.23% YTC) - $700m pxd FEB 2025 b/e +239.2

Corebridge Financial Inc (Baa3/BBB-/BBB-)
-CRBG 6.375% due 09/15/54 nc 09/15/34 $100.75 (G225; 6.26% YTC) - $750m pxd SEPT 2024 b/e +264.6
Corebridge Financial Inc (Ba1/BBB-/BBB-)
-CRBG 6.875% Perp nc 12/01/30 $101.31 (G286; 6.56% YTC) - $500m pxd 11/13/25 b/e +318.1

Seniors:

Global Atlantic Fin Co (Baa2/BBB/BBB)
-GBLATL 7.950% due 06/15/33 T+146bp (G165; $114.09) - $650m pxd JUN 2023

*** Jun ‘33 G165, take away 2bp gets new issue L7y at 163bp. Take away another 15bp for L7y/L5y curve = 148bp. Take away another 3bp for high $ gets L5y f/v at T+145bp.

*** UST at 3.71%, plus 145bp = 5.15%. At the 7.25% pricing level, the Sr-Sub Differential is 210bp.

Athene Holding Ltd (Baa1/A-/BBB+)
-ATH 5.875% due 01/15/34 T+122bp (G137; $103.40) - $600m pxd DEC 2023

Corebridge Financial Inc (Baa2/BBB+/BBB+)
-CRBG 5.750% due 01/15/34 T+99bp (G114; $104.10) - $750m pxd DEC 2023

American National Group (NR/BBB/BBB)
-ANGINC 6.000% due 07/15/35 T+180bp (G183; $100.56) - $700m pxd JUN 2025 

FINAL BOOK:

$500m 30.5nc5 FRR Sub - $1.150bn (2.30x) - PEAK $1.250bn

[CLECO]

Cleco Power LLC (CNL) exp A3/A-/BBB+ (s/s/p) US$350m (no grow) 144A/Reg S no reg rights long 10y FXD sr notes due 1/15/36. MWC then 3mos par call (10/15/35). Denoms: 2,000 x 1,000. Sale into Canada: Yes - Exemption. UOP: General limited liability company purposes, including the repayment of borrowings under the Company’s revolving credit agreement. Marketing: URL: www.dealroadshow.com / Entry Code: CLECO25. Direct Link: https://dealroadshow.com/e/CLECO25. Pricing 11/18. Settle 11/21 (T+3). 144A CUSIP / ISIN: 185508AJ7 / US185508AJ70. 

VIA CACIB (B&D)/JPM/SMBC joint active books. 

Announced as $350m no grow, we heard initial price thoughts as T+145 area.

Went straight to launch at T+120.

Ultimately, a $350m deal priced as follows:

$350m 5.30% 1/15/36 99.777 5.327% T+120. MW+20.

As for r/v, this is a re-debut by Cleco, which last priced a 2-year that matured in 2023; other outstandings were issued in / before 2016. CONCESSION IS N/A.

Comps away:

Jersey Central Power (A3/BBB/A)
-FE 5.150% due 01/15/36 T+93bp (G92; $101.0) - $500M pxd 9/2/25 +90

NY State Electric (Baa1/A-/A-)
-AGR 5.050% due 08/15/35 T+91bp (G93; $100.5) - $300M pxd 8/4/25 +88

Appalachian Power Co (Baa1/BBB+/A-)
-AEP 5.650% due 04/01/34 T+84bp (G97; $104.9) - $400M pxd Mar 2024

Ohio Power (Baa1/BBB+/A-)
-AEP 5.650% due 06/01/34 T+95bp (G105; $104.3) - $350M pxd May 2024

Public Service of Oklahoma (Baa1/BBB+/A-)
-AEP 5.450% due 01/15/36 T+109bp (G110; $102.0) - $800M pxd 6/23/25 +115

FINAL BOOKS:

$350m L10yr - $1.500bn (4.29x) - PEAK $1.600bn

[NEW MANDATES & MARKETING]

– Goldman Sachs Private Credit Corp. has asked Wells Fargo Securities, BofA Securities, Morgan Stanley, SMBC Nikko, and Truist Securities to arrange a series of fixed income investor calls to be conducted on Tuesday, November 18th.  An electronic presentation has been made available. An offering of 144A/Reg S (with Registration Rights) senior unsecured notes (expected to be rated Baa3 (Stable) by Moody’s / BBB- (Stable) by S&P / BBB- (Stable) by Fitch*) may follow, subject to market conditions.

Wells Fargo Securities is coordinating logistics.

Company Participants:

David Miller – Co-CEO

Vivek Bantwal – Co-CEO

Tucker Greene – President & Chief Operating Officer

Stanley Matuszewski – Chief Financial Officer and Treasurer

Steven Colombo – Managing Director, Americas Head of Fund Finance & DCM

Doug Levine – Vice President, Fund Finance & DCM

Schedule for Tuesday, November 18th, 2025:

Call #1: 11:30am-12:30pm ET; Pre-Registration Link: https://evercall.co/oacc/50172

Call #2: 1:00pm-2:00pm ET; Pre-Registration Link: https://evercall.co/oacc/27269

– SMBC Aviation Capital Limited (“SMBC AC”), rated A- (stable) (S&P) and BBB+ (stable) (Fitch), and its wholly-owned subsidiary SMBC Aviation Capital Finance DAC, have asked SMBC Nikko, BofA Securities, Citigroup, Credit Agricole CIB, Goldman Sachs International, and RBC Capital Markets to organize a series of fixed income investor calls to occur Tuesday, Nov 18th. An electronic presentation will be made available.

SMBC Nikko will be coordinating logistics.

Investor Presentation Details:

Direct Link: https://dealroadshow.com/e/SMBCAC2025

OR

Link: https://dealroadshow.com

Passcode: SMBCAC2025

SMBC Aviation Capital Limited will be represented by:
Peter Barrett – Chief Executive Officer
Aisling Kenny – Chief Financial Officer

Call Schedule for Tuesday, November 18th:

Call #1: 12:30-1:15am ET / 1:30-2:15pm HKT / Registration Link: https://evercall.co/oacc/31312

Call #2: 11:00-11:45am ET / 4:00-4:45pm GMT / Registration Link: https://evercall.co/oacc/51247

Call #3: 12:00-12:45pm ET / 5:00-5:45pm GMT / Registration Link: https://evercall.co/oacc/46738

Call #4: 1:00-1:45pm ET / 6:00-6:45pm GMT / Registration Link: https://evercall.co/oacc/87429

About SMBC Aviation Capital:

SMBC Aviation Capital forms part of the wider Sumitomo family aircraft financing group and is one of the world’s leading aircraft operating lease companies. In operation since 2001, it is one of the largest operating lessors globally, with an owned and serviced fleet valued at $32.9 billion as of September 30, 2025, comprising 488 owned and 260 serviced aircrafts.

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