Commentary & Deal Flow

+++Adds SMR details+++

Respighi HoldCo SpA (Recordati SpA) (RECIM) EUR6.05bn equiv (US$/EUR) 144A/Reg S sr sec notes 5-part. B1/B+/BB- (stable/stable/stable). Via GS (B&D EUR FRN)/DB (B&D EUR fixed)/JPM (B&D US$) jt glocos and physical books, Barc/BBVA/BNP/BofA/BPER Banca/Citi/CA/HSBC/ING/IMI/Jefferies/KKR/Mediobanca/Mizuho/MS/Natixis/Nomura/SMBC/UBS/UniCredit jt books. No reg rights. List Lux. NY law. SMR at 100 if the acquisition is not completed by 12/31/27. Settles 11/05 (T+5).

- EUR2.45bn (up from EUR2.05bn) sr sec FRN due 10/31/33 (7y). NC1 (10/31/27) (MWC B+50bp), then at 100 10/31/27. CoC at 101. Denoms: 100kx1k. Pays January 31, April 30, July 31 and October 31, starting 01/31/27. 144A ISIN: XS3557914598. Reg S ISIN: SIN: XS3557914242. IPT: E+400bp area (+/- 1/8) at par. Price talk: E+400bp area (+/- 1/8) at par. Launched: EUR2.45bn E+387.5bn at par. Priced: 3mE+387.5bp at 100.

 -EUR2bn total fixed rate 2-part. Via DB left lead (B&D). Consisting of:  

- EUR1.25bn (from EUR500m minimum) sr sec notes due 10/31/31 (5y). NC2 (10/31/28) (MWC B+50bp), then at 103.188 10/31/28, 101.594 10/31/29, 100 10/31/30. Equity claw: 2y 40% at 106.375. IPO call for all or a portion of the notes at 102. Special call: 10% per year the 1st 2 years at 103. CoC at 101. Denoms: 100kx1k. Pays April 30 and October 31, starting 04/30/27. 144A ISIN: XS3557916882; Reg S ISIN: XS3557916452. IPT: High 6s. Price talk: 6.50% area. Launched: EUR1.25bn at 6.375%. Priced: 6.375% at 100. +322bp vs 0% DBR due 08/15/31.

- EUR750m (from EUR500m minimum) sr sec notes due 10/31/33 (7y). NC3 (10/31/29) (MWC B+50bp), then at 103.438 10/31/29, 101.719 10/31/30, 100 10/31/31. Equity claw: 3y 40% at 106.875. IPO call for all or a portion of the notes at 102. Special call: 10% per year the 1st 3 years at 103. CoC at 101. Denoms: 100kx1k. Pays April 30 and October 31, starting 04/30/27. 144A ISIN: XS3537352091; Reg S ISIN: XS3536238697. IPT: Low 7s. Price talk: 7.00% area. Launched: EUR750m at 6.875%. Priced: 6.875% at 100. +362bp vs 3.3% DBR due 11/15/33.

-US$1.79bn (approx EUR1.6bn) (down from EUR2.0bn equivalent) total fixed rate 2-part. Via JPM left lead (B&D). Consisting of:

- $950m (approx EUR850m) (from EUR500m minimum equiv) sr sec notes due 10/31/31 (5y). NC2 (10/31/28) (MWC T+50bp), then at 103.813 10/31/28, 101.906 10/31/29, 100 10/31/30. Equity claw: 2y 40% at 107.625. IPO call for all or a portion of the notes at 102. Special call: 10% per year the 1st 2 years at 103. CoC at 101. Denoms: 200kx1k. Pays April 30 and October 31, starting 04/30/27. 144A CUSIP: 76091TAC0. 144A ISIN: US76091TAC09. IPT: High 7s. Price talk: 7.75% area. Launched: US$950m at 7.625%. Priced: 7.625% at 100. +281bp vs 5% UST due 09/30/31.

- $840m (approx EUR755m) (from EUR500m minimum equiv) sr sec notes due 10/31/33 (7y). NC3 (10/31/29) (MWC T+50bp), then at 103.938 10/31/29, 101.969 10/31/30, 100 10/31/31. Equity claw: 3y 40% at 107.875. IPO call for all or a portion of the notes at 102. Special call: 10% per year the 1st 3 years at 103. CoC at 101. Denoms: 200kx1k. Pays April 30 and October 31, starting 04/30/27. 144A CUSIP: 76091TAA4. 144A ISIN: US76091TAA43. IPT: Low 8s. Price talk: 8.00% area. Launched: US$840m at 7.875%. Priced: 7.875% at 100. +298bp vs 5% UST due 09/30/33.

Did roadshow (1x1s) 10/26-10/29 (investor call at 2:30pm UKT/3:30pm CET/10:30am NYT 10/26). Books closed at 11am NYT / 3pm UKT 10/29. Re-confirms were due by 12:30pm NYT / 4:30pm UKT 10/29. UOP: fund the acquisition of Recordati for EUR53.00 per share (EUR11bn total) (Rossini has tendered its approx 47% shareholding), by CVC and Groupe Bruxelles Lambert (GBL) and others (ADIA, CPP, PSP, StepStone, AlpInvest, MGG Strategic, CapSol), including refinancing Recordati's outstanding debt (EUR1.733bn net debt) and funding EUR200m opening cash on B/S. Equity Sponsors: CVC (72%), GBL (25%) +others (4%). Sponsor equity EUR7.23bn, including EUR1.53bn holdco PIK notes. Closing is expected in Q4 2026. Biz: Recordati is a well-established international pharmaceuticals group involved in the research, development, production and marketing of medicines, with a strong Pan-European footprint and global Rare Diseases business. HQ: Milan, Italy. (Acquisition announced 03/25/2026).

Tax certification required to receive interest income free from Italian Substitute Tax (i.e. withholding), if the conditions for tax exemption are met.
Netroadshow direct link: https://www.netroadshow.com/events/login/1PeTHmohVkstjEZBkuXW0UgTufnCvQ4NlD99s

Target market: MiFID II / MiFIR PROFESSIONALS / ECPS-ONLY / NO PRIIPS KID – Manufacturer Target Market (MiFID II / MiFIR Product Governance) is eligible counterparties and professional clients only (all distribution channels). No PRIIPS Key Information Document (KID) has been prepared as not available to retail in EEA or the UK.

Netroadshow GIC details direct link: https://www.netroadshow.com/events/login/1PeTHmohVkstjEZBkuXW0UgTufnCvQ4NlD99s

TOE: 6PM UKT, October 29, 2026. EUR FTT: 8AM UKT, October 30, 2026