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. Settles 03/18 (T+10).

    - $800m (from $650m minimum) due 04/15/31 (5y). NC2 (04/15/28) (MWC T+50bp). then at 103.063 04/15/28, 101.531 04/15/2, 100 04/15/30. Equity claw: 2y 40% at 106.125. SMR at 100 if the spinoff has not ocurred by 04/30/26. CoC at 101. Pays April 15 and Oct 15, starting 10/15/26. Denoms: 2kx1k. 144A CUSIP: 23292NAA6; 144A ISIN: US23292NAA63. IPT: low-mid 6s. Price talk: 6.25% area. Priced: 6.125% a 100. +244bp vs 4.125% 03/31/31.

    - $800m (from $650m minimum) due 04/15/34 (8y). NC3 (04/15/29) (MWC T+50bp), then at 103.188 04/15/29, 101.594 04/15/30, and 100 04/15/31. Equity claw: 3y 40%. SMR at 100 if the spinoff has not ocurred by 04/30/26. CoC at 101. Pays April 15 and Oct 15, starting 10/15/26. Denoms: 2kx1k. 144A CUSIP: 23292NAB4; 144A ISIN: US23292NAB47. IPT: +25bp vs 5y tranche. Price talk: 6.50% area. Priced: 6.375% at 100. +244bp vs 4.00% 02/15/34.

$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).