Commentary & Deal Flow

+++Postponed: Due to recent adverse market conditions Circet and ICG have decided to postpone the transaction. Circet and ICG extends thanks to all the lenders for supporting the company. The company will continue to monitor the market in an opportunistic manner.+++

• Issuer: Circet Oversight SAS
• Ticker: CIRDEV
• Size: EUR500m
• Format: 144A/Reg S
• Security: Senior Secured Notes (7y)
• Price Progression:
  • IPT: Mid-high 7s
• Issue Ratings: B1 / B+ (stable/sable)
• Optional Redemption: NC3 (MWC B+0bp) (50%,25%,par)
• Equity claw: 3y 40%
• Special call: 10% per year the first 3 years at 103
• Change of Control: CoC at 101
• Listing: TISE
• Law: New York
• Denominations: 100kx1k
• Joint Global Coordinators and Physical Bookrunners: BNP Paribas (B&D), DB
• Joint Global Coordinators: BofA, CACIB, JPM, NTX, NOM
• Joint Bookrunners: Citi, GS, HSBC, MUFG, NatWest, RBC, SocGen
• Settles: T+10
• UOP: fund recap of the renewed partnership between Circet's management and ICG plc. Along with up to EUR2.1bn and minimum USD500m TLBs (total deal size EUR3bn equivalent, including the sr sec notes), to repay existing debt in connection with the renewed partnership with ICG; EUR75m to pre-fund already signed M&A, and EUR177m for GCP. Circet's management will rollover its existing equity and acquire new equity for a total stake of EUR1.736bn (51%), ICG will rollover a portion of its existing equity from its current Fund VII to its newly raised Fund IX and Co-Investment Fund for a new equity stake in Circet of EUR1.63bn (49%).
• Biz: Global leader in telecom, digital and energy network infrastructure services across Europe and the United States
• HQ: Sollies-Pont, France

Marketing:

• Investor Call: GIC 12-October at 10:30am UKT / 11:30am CEST
• Fixed income investor meetings: 1-on-1's 12-October to 13-October
• Pricing: was originally schedule for 14-October

NetRoadshow Link:https://www.netroadshow.com/nrs/home/#!/?show=67319314(Access code: circet2026) GIC Registration Link:https://www.netroadshow.com/events/login/1PeTHmohQuJCFOVAh4cubvZuZAEJrcolCTZkG