Commentary & Deal Flow

PeopleCert Wisdom Issuer Plc EUR300m 144A/Reg S sr sec notes due 2026 (5y). NC2 (MWC B+50bp) (50%,25%,par). Equity claw: 2y 40%. Special call: 10% per year the first 2 years at 103. B2/B/B+ (stable/stable/positive). Via MS (B&D) sole gloco and books, NBG as co-manager. No reg rights. List ISE. NY law. Px talk: 6.00% area (+/- 0.125%).

Final px: 5.75%.

Did investor call at 11am UKT Mon, small group meetings followed. Books close at 11:30am UKT today (originally closing at 10am UKT today. Pricing today UK afternoon. UOP: replace the GBP250m bridge loan to be entered into to fund the acquisition of Axelos for GBP388m and repay GBP2m of PeopleCert debt. FTV-PC LLC equity contribution GBP140m (20.74% stake in PeopleCert Holdings UK Ltd). Anastasios Byron Nicolaides is the group's founder, CEO and ultimate sole shareholder. The acquisition is expected to close on 07/29/21. Biz: a leading player in Education Technology within the certification of persons market. A leader in the IT and Project Management certifications markets, and a fast growing presence in the language certification market. HQ: London, UK. (Acquisition announced 07/29/21).