Commentary & Deal Flow

Launched: 5NC2: US$300m @ 12.75% - Final Books > US$345m excl JLM
Yield set at: 5NC2: 12.75% - Books > US$380m (excl JLM int), size expect US$300m
IPTs: 5NC2: Mid/High 12%s

• Issuer: Aragvi Finance International DAC
• Guarantors: Certain material subsidiaries of the Group representing approximately 82.2% of the Group's Adjusted EBITDA for the year ended 31-Dec-25 and approximately 86.6% of the Group's total net assets as at 31-Dec-25
• Format: Regulation S / Rule 144A
• Status: Guaranteed Senior Secured Notes
• Security Type: First ranking pledges and mortgages over substantially all of the Moldovan and Ukrainian movable and immovable assets. The Noteholders, the holders of the 2029 Notes and the other Secured Creditors (as defined in the Intercreditor Agreement) will share in the benefit of the Security constituted by the Security Documents, upon and subject to the provisions of the Intercreditor Agreement and the Security Documents
• Issuer Ratings: B/B+ (S&P/Fitch)
• Expected Issue Ratings: B/B+ (S&P/Fitch)
• Currency and Size: US$300m
• Settlement Date: 26-May-26
• Tenor: 5NC2
• Maturity: 26-May-31
• Call Structure: Par + 50% coupon from 26-May-28, Par + 25% coupon from 26-May-29, Par from 26-May-30 onwards
• Other Optional Redemption: Prior to 26-May-28: Make whole call (T+50bp), Equity claw (40%)
• Coupon: FXD, S/A, 30/360
• Change of Control Put: 100%
• Listing: Vienna MTF
• Delivery: Euroclear, Clearstream and DTC
• Governing Law: English Law
• Denominations: US$200k x 1k
• Use of Proceeds: (i) to finance the purchase of up to U.S.$200m in aggregate principal amount of the 2029 Notes tendered and accepted for purchase in accordance with the terms and conditions of the Tender Offer and Consent Solicitation and for the payment of any early consent and transaction fees in connection therewith, all pursuant to the Tender Offer and Consent Solicitation, (ii) for the payment of fees and expenses related to issue of the Notes and refinancing of the 2029 Notes and (iii) to reduce trade finance indebtedness
• Joint Global Coordinators and Joint Bookrunners: Citi (B&D), ING, Oppenheimer
• Joint Bookrunners: Raiffeisen Bank International, UniCredit
• Timing: Books closed, Allocs and Pricing to follow
• Tender Offer Update: The Withdrawal and Early Participation Deadline has been extended to 5pm NYC time, 20-May-26. Acceptance Codes introduced to prioritise acceptance in the tender for Noteholders subscribing for New Notes
• ISIN: XS3367725754 / US03851RAE45
• Stabilisation: FCA/ICMA Stabilisation applies
• Netroadshow Link: www.netroadshow.com/nrs/home/#!/?show=f7985655