Commentary & Deal Flow

IPTs: PerpNC5.25: 7.375%a PerpNC10.25: 8.000%a

• Issuer: OCP S.A.
• Issuer LEI: 213800D26TAPVTCVWG40
• Issuer Ratings: Baa3/BBB-/BB+ (Moody's/S&P/Fitch)
• Expected Issue Ratings: Ba2/BB (Moody's/S&P)
• Expected Equity Credit (M / S): Basket M (50% equity credit) / Intermediate (50%) Equity Content until the First Reset Date
• Format: 144A / Reg S
• Ranking of the Notes: Direct, unsecured and subordinated and last-ranking obligations of the Issuer (senior to claims only in respect of Junior Obligations) and shall at all times rank pari passu and without any preference among themselves and with claims in respect of Parity Obligations
• Pricing Date: 15-Apr-26
• Settlement Date: 22-Apr-26 (T+5)
• Structure:
• • PerpNC5.25
  • PerpNC10.25
• First Call Date:
• • PerpNC5.25: 22-Apr-31
  • PerpNC10.25: 22-Apr-36
• First Reset Date:
• • PerpNC5.25: 22-Jul-31
  • PerpNC10.25: 22-Jul-36
• Size:
• • PerpNC5.25: US$ Benchmark
  • PerpNC10.25: US$ Benchmark
• IPTs:
• • PerpNC5.25: 7.375% area
  • PerpNC10.25: 8.000% area
• Optional Interest Deferral: The Issuer may, at any time and at its sole discretion, elect to defer (in whole but not in part) any Interest Payment that is otherwise scheduled to be paid on an Interest Payment Date, subject to the mandatory restriction following non-payment of interest. Deferred Interest Payments shall be cumulative and compounding.
• Payment of Deferred Interest: The Issuer may pay outstanding Deferred Interest (in whole but not in part) at any time Restriction following non-payment of interest – In respect of each Series, if on any Interest Payment Date, the Issuer elects to defer payment of interest pursuant to the relevant Condition 5.4, the Issuer shall not: (i) declare or pay, or (in the case of the Issuer's board of directors) recommend the declaration or payment of, any distribution or dividend in respect of any Junior Obligations or any Parity Obligations; or (ii) repurchase, redeem or otherwise acquire any Junior Obligations or any Parity Obligations In each case subject to customary carve-outs, and until the earliest date on which (x) all Arrears of Interest in respect of such Series has been paid in full; or (y) all outstanding Notes of such Series have been redeemed or purchased and cancelled in full; or (z) the Issuer is permitted to do so by a resolution passed by the Noteholders, in accordance with the relevant Condition 13.5
• Optional Redemption Dates: Callable at par from the First Call Date until (and incl.) the First Reset Date and on any Interest Payment Date thereafter (each such date a “Par Call Date”) Make-Whole Redemption option at the Make-Whole Redemption Amount at any time other than on a Par Call Date In each case including accrued and unpaid interest up to the Redemption Date, along with any outstanding Arrears of Interest (if applicable)
• Special Event Redemptions: Withholding Tax Event, Change of Control Event (500bps step-up if not called) and Substantial Repurchase Event (≥75%) each at par; Tax Deductibility Event, Accounting Event and Rating Methodology Event each at 101% prior to the First Call Date, at par on or after the First Call Date
• Change of Control Step-Up Margin: +500bps if not redeemed following the occurrence of a Change of Control Event
• Make-Whole Redemption Amount: The higher of (i) 100% and (ii) the sum of the present values of the principal and scheduled interest payments on the Notes until the next par call date, discounted at the sum of the Benchmark Rate (US Treasuries) and [•]bps (NB: 15% of the initial credit spread at pricing, rounded up to the nearest 5bps and capped at 50bps)
• Substitution and Variation: If a Tax Deductibility Event, a Withholding Tax Event, an Accounting Event or a Rating Methodology Event has occurred, the Issuer may, as an alternative to an early redemption of the Notes, (i) exchange the Notes into new securities, or (ii) vary the terms of the Notes, subject to customary conditions (including terms not being prejudicial to the interests of the Holders)
• Replacement Intention: Intention-based (non-binding) and subject to limited carve-outs with regards to the relevant Rating Agency criteria
• Events of Default: No events of default However, each Noteholder may institute such proceedings as it may think fit to enforce any term or condition binding on the Issuer under the Notes
• Negative Pledge: None
• Denominations: US$200k x 1k
• Governing Law: English Law (with subordination and relevant provisions relating to Noteholder rights governed by Moroccan law)
• Listing: Euronext Dublin (Global Exchange Market)
• Clearing: Euroclear / Clearstream / DTC
• Joint Lead Managers: BNP Paribas, Citi, J.P. Morgan
• Billing & Delivery: J.P. Morgan
• Timing: Global Books Open, Today's business
• Stabilisation: FCA/ICMA