Commentary & Deal Flow

Cyprium Corp / Cyprium Holdings Luxembourg Sarl (Versigent) $1.6bn (up from $1.5bn) 144A/Reg S sr notes 2-part. Ba2/BB-/BB+ (stable/stable/stable). Via BofA/Citi/JPM/DB/GS jt books, BNP, PNC, SocGen, USB, Santander, Scotia, StanChart, UniCredit as co-managers. No reg rights. Modified investment-grade style covenant package with limitations on liens, non-guarantor debt, and sale leasebacks.

    - $800m (from $650m minimum) due 2031 (5y). NC2 (MWC T+50bp) (50%,25%,100). Equity claw: 2y 40%. CoC at 101. Denoms: 2kx1k. IPT: low-mid 6s. Price talk: 6.25% area.

    - $800m (from $650m minimum) due 2034 (8y). NC3 (MWC T+50bp) (50%,25%,100). Equity claw: 3y 40%. CoC at 101. Denoms: 2kx1k. IPT: +25bp vs 5y tranche. Price talk: 6.50% area.

$100m upside for GCP. Roadshow 03/04 (originally ending 03/05) (investor call at 11am 03/04). Books close at 4pm 03/04. Pricing 03/04 afternoon (originally pricing 03/05). UOP: along with a $500m sr sec term loan ($500m sr sec revolver), to fund a approx $1.943bn cash dividend to Aptiv PLC (APTV) as part of the spinoff, and $400m (up from $300m) cash on the B/S for GCP.  Biz: sub of Versigent Limited, the recently formed holding company for Aptiv's Electrical Distribution Systems biz that Aptiv is spinning off to shareholders. The proceeds will be placed in escrow pending completion of the spin off. The spin off is expected to be completed on 04/01/26. Biz: Versigent is a global leader in the design, development and manufacture of automotive low voltage (LV) and high voltage (HV) electrical architecture, primarily for OEMs that manufacture increasingly software-defined, electrified and feature-rich vehicles. HQ: Schaffhausen, Switzerland. (Spinoff announced 01/11/25).