Commentary & Deal Flow

OCP S.A. (OCPMR) exp instrument ratings Ba2/BB (Moody's/S&P - s/s), issuer ratings Baa3/BBB-/BB+ (s/s/s), US$1.5bn 144A/Reg S 2-pt subordinated notes (PerpNC5.25, 7/22/31 first reset and PerpNC10.25, 7/22/36 first reset). MWC then par call from first call date to first reset date and on any interest payment date thereafter (4/22/31 on PerpNC5.25 and 4/22/36 on PerpNC10.25). 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 first call date, at par on or after first call date. BNP/Citi/JPM (B&D) joint active books. Ranking: 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. Expected Equity Credit: Basket M (50% equity credit) / Intermediate (50%) Equity Content until the First Reset Date. Optional Interest Deferral: Cumulative and compounding; mandatory restriction following non-payment of interest. Substitution and Variation: Following Tax Deductibility Event, Withholding Tax Event, Accounting Event or Rating Methodology Event, subject to customary conditions. Replacement Intention: Intention-based (non-binding) and subject to limited carve-outs. Events of Default: None. Governing Law: English Law (with subordination and relevant provisions relating to Noteholder rights governed by Moroccan law). Listing: Euronext Dublin (Global Exchange Market). First Pay: 4/30/26. Denominations: 200,000 x 1,000. Pricing 04/15. Settle 04/22 (T+5).

IPTs: PerpNC5.25 7.375% area and PerpNC10.25 8.000% area.

GUIDANCE: PerpNC5.25 6.875-7.00%, PerpNC10.25 7.50-7.625%.

YIELD SET: PerpNC5.25 at 6.75%, PerpNC10.25 at 7.375%.

LAUNCHED: $1bn PerpNC5.25 at 6.75%, $500m PerpNC10.25 at 7.375%.

PRICED:
$1bn PerpNC5.25, 6.75% at 100. Back-end reset: T+274.6.
$500m PerpNC10.25, 7.375% at 100. Back-end reset: T+296.5.