Commentary & Deal Flow

IPTs: Long 4yr: MS+170a 7yr: MS+200a

• Issuer: DFMG Holding GmbH (Ticker: "FUNKGR", Country: GER)
• Issuer LEI: 529900E3V0VHTY0WV642
• Guarantors: As defined in the Preliminary Prospectus
• Issuer Rating: BBB- (stable outlook) by Fitch / BBB (stable outlook) by Kroll
• Expected Issue Ratings: BBB by Fitch / BBB+ by Kroll
• Status: Senior, unsubordinated, secured
• Format: Reg S (Cat 2), Bearer form; Temporary Global Note, exchangeable for a Permanent Global Note
• Settlement: 15-Oct-26 (T+5)
• Tenor:
  • Long 4yr: Long 4yr
  • 7yr: 7yr
• Size:
  • Long 4yr: €500m Exp.
  • 7yr: €500m Exp.
• Maturity:
  • Long 4yr: 15-May-31
  • 7yr: 15-Oct-33
• IPTs:
  • Long 4yr: MS+170a
  • 7yr: MS+200a
• Par Call:
  • Long 4yr: 2m
  • 7yr: 3m
• Coupon:
  • Long 4yr: Fixed, Annual, Act/Act (ICMA), short first, following unadjusted
  • 7yr: Fixed, Annual, Act/Act (ICMA), following unadjusted
• ISIN / Common Code:
  • Long 4yr: XS3491316769 / 349131676
  • 7yr: XS3491317148 / 349131714
• Documentation: Standalone Prospectus / Euro MTF Lux Listing / English Law / CoC / Clean-up Call (80%) / Make Whole Call / Tax Call
• Denomination: €100,000 and any integral multiple thereof
• Selling Restrictions: As per Preliminary Prospectus
• Use of Proceeds: The net proceeds of the issue of the Notes will be used for the refinancing of existing bank debt, including the Initial Facilities Agreement, and general corporate purposes
• Security Package: Secured by security interests in the share capital of the Issuer and the Guarantors, material bank accounts of the Issuer and the Guarantors, (interest) hedging receivables of the Issuer against certain hedge counterparties, receivables owed by the Issuer and deriving from shareholder loans by GD Towers Holding GmbH (the Parent) and intercompany loan receivables as well as master lease agreement payment receivables by the Issuer and the Guarantors
• Financial Covenants: (i) Leverage (Total Net Debt / pre IFRS adj. EBITDA) < 10.5x (ii) and ICR (pre IFRS adj. EBITDA / Net Finance Charges) > 2.0x
• Restricted Payment Lock Up Test: (i) Leverage < 8.5x (ii) ICR > 2.5x
• Target Market: Manufacturer target market (MiFID II and UK MiFIR product governance) is eligible counterparties and professional client only (all distribution channels). No EU PRIIPs key information document or CCI product summary has been prepared as the Notes will not be made available to retail investors in the European Economic Area or in the United Kingdom.
• Joint Active Bookrunners: BNP Paribas (B&D), BBVA, Crédit Agricole CIB
• Clearing: Euroclear Bank SA/NV / Clearstream Banking SA
• Marketing: Visit https://dealroadshow.finsight.com and enter passcode DFMG2026
• Advertisement: The final standalone prospectus, when published, will be available at https://www.luxse.com/
• Stabilisation: Relevant stabilisation regulations including ICMA/FCA will apply
• Timing: Today's business