Commentary & Deal Flow

Piriced: 5.5yr: 4.25% at 100

Spread: +163bp
Benchmark: DBR 0% 15-Feb-32

Final terms: €1.1bn at 4.25% coupon/yield
Price talk: 4.25-4.50%
IPTs: 5.5NC2: 4.50-4.75%

• Issuer: Zegona Finance plc
• Ticker: ZEGLN
• Distribution: Rule 144A/Regulation S (without U.S. registration rights)
• Security Description: €1,100,000,000 4.250% Senior Secured Notes due 2032
• Size: €1.1bn (up from €750m)
• Maturity Date: 15-Jan-32
• Tenor: 5.5 years
• Coupon: 4.250% per annum
• Issue Price: 100.000%, plus accrued and unpaid interest, if any, from the Issue Date
• Yield to Maturity: 4.250%
• Spread to Benchmark: +163 bps
• Benchmark: DBR 0% 15-Feb-32
• Interest Payment Dates: Semi-annually in arrears on January 15 and July 15 of each year, commencing on 15-Jan-27
• Interest Record Dates: The Business Day immediately preceding the relevant Interest Payment Date
• Interest Calculation: 30/360
• Identification Numbers:
• • Rule 144A Global Notes:
  • • ISIN: XS3430526189
    • Common Code: 343052618
  • Regulation S Global Notes:
  • • ISIN: XS3430526346
    • Common Code: 343052634
• Redemption Provisions:
• • First Call Date: 15-Jul-28
  • Make Whole Call: At any time prior to the First Call Date, greater of 1% of principal amount and make-whole with a discount rate of the Bund Rate plus 50 bps.
  • Equity Claw: At any time prior to the First Call Date, up to 40% of the original aggregate principal amount of the Notes (including the aggregate principal amount of any additional Notes issued) with the net cash proceeds from certain equity offerings at a redemption price equal to 104.250% of the principal amount of the Notes so redeemed, plus accrued and unpaid interest and Additional Amounts, if any, to, but excluding, the applicable redemption date, provided that at least 50% of the original aggregate principal amount of the Notes (including any additional Notes) issued under the Indenture remains outstanding (unless all Notes are redeemed substantially concurrently).
  • Redemption Prices:
  • • On or after:
    • 15-Jul-28: 102.1250%
    • 15-Jul-29: 101.0625%
    • 15-Jul-30 and thereafter: 100.0000%
  • Special Redemption: At any time prior to the First Call Date, up to 10% of the original aggregate principal amount of the Notes (including the aggregate principal amount of any additional Notes issued) during each calendar year commencing on the Issue Date at a redemption price equal to 103% of the principal amount of the Notes so redeemed, plus accrued and unpaid interest and Additional Amounts, if any, to, but excluding, the applicable redemption date.
• Tender Offers: In connection with any tender offers for any series of Notes, if holders of not less than 90% in aggregate principal amount of the outstanding Notes of such series validly tender and do not withdraw such Notes in such tender offer and the Issuer, or any third party making such a tender offer in lieu of the Issuer, purchases all of such Notes validly tendered and not withdrawn by such holders, the Issuer or such third party will have the right to redeem the Notes of such series that remain outstanding in whole, but not in part, following such purchase at a price equal to the price offered to each other holder of Notes of such series (excluding any early tender or incentive fee).
• Change of Control: Upon the occurrence of certain events defined as constituting a change of control, the Issuer may be required to offer to repurchase all outstanding Notes at a purchase price equal to 101% of the aggregate principal amount thereof, plus accrued and unpaid interest and Additional Amounts, if any, to, but excluding, the date of such repurchase.
• Corporate Ratings: Ba2 (stable) / BB (positive) / BB+ (stable) (Moody's/S&P/Fitch)
• Issue Ratings: Ba2/BB/BBB- (Moody's/S&P/Fitch)Use of Proceeds: Proceeds, along with EUUR100m cash on hand, EUR1.283bn (vs minimum EUR750m) TLB-4 and a new EUR1.35bn (vs EUR1.25bn) TLA-1, will be used to refinance the company's existing EUR1.665bn TLB-3, EUR1.32bn 6.75% sr sec notes due 15-Jul-29 (callable at 103.375 15-Jul-26, and US$810m 8.625% sr sec notes due 15-Jul-29 (callable at 104.313 15-Jul-26), and pay costs, fees and expenses incurred in connection with the Transactions.
• Denominations: Minimum denominations of €100,000 and integral multiples of €1,000 in excess thereof.
• Trade Date: 25-Jun-26
• Settlement Date: 14-Jul-26 (T+12)
• Delivery: Euroclear / Clearstream
• Listing: Application will be made to list the Notes on the Official List of the Luxembourg Stock Exchange and to admit the Notes to trading on the Euro MTF market thereof.
• Governing Law: New York
• Underwriters:
• • Joint Global Coordinators and Joint Physical Bookrunners: BNP Paribas, Crédit Agricole CIB, Deutsche Bank (B&D), Goldman Sachs Bank Europe SE, UniCredit
  • Joint Global Coordinators and Joint Bookrunners: BBVA, DNB Carnegie, ING, Natixis, Santander
  • Joint Bookrunners: AXIA, Banco Sabadell, Barclays, Citigroup, IMI – Intesa Sanpaolo, J.P. Morgan, Mediobanca, MUFG, RBC Capital Markets, SMBC
• Business: Leading integrated provider of broadband, mobile and TV in Spain. HQ: Madrid, Spain
• TOE: Thursday June 25, 05:50 PM UKT / 06:50 PM CET
• FTT: Friday June 26, 07:30 AM UKT / 08:30 AM CET
• Books closed: 25-June-26 at 4pm UKT /5pm CET (from 2:30pm UKT / 3:30pm CET)
• Pricing: Thursday, 25-Jun-26 (originally pricing 26-Jun-26)
• Loan Commitment Deadline: Moved to 25-Jun-26 at 4pm UKT (from 10am UKT 26-June-26)
• Marketing:
• • Global Investor Call Registration Link: https://www.netroadshow.com/events/login/1PeTHmoj7tnRK3uXvxlrJ59XusxpKowoRzZZZ
  • Netroadshow Code: ZEGONA26
  • Direct Access Link: www.netroadshow.com/nrs/home/#!/?show=700b80a0
  • Investor Call Tuesday, 23-Jun-26, at 12:00 UKT / 13:00 CET
• Target Market: Manufacturer target market (MiFID II / UK MiFIR product governance) is eligible counterparties and professional clients only (all distribution channels). No PRIIPs key information document / DISC disclosure document has been prepared as not available to retail in EEA or the UK
• Advertisement: This communication is an advertisement and does not constitute a prospectus for the purposes of Regulation (EU) 2017/1129 and underlying legislation. The Offering Memorandum, when published, will be available on the website of the Luxembourg Stock Exchange at: https://www.bourse.lu