Commentary & Deal Flow

Grifols Escrow Issuer SAU (Grifols SA) (GRFSM) EUR2bn equivalent (EUR/USD) 144A/Reg S sr notes 7yNC3 2-part. B3/B/B+ (negative/negative/stable). Via BofA sole. No reg rights. List Dublin. NY law. SMR at 100 if the acquisition of Tiancheng's stake is not completed by 12/15/21.

- EUR1.4bn sr notes due 2028 (7y). NC3 (MWC). Equity claw: 3y 40%. On or prior to the consummation of the acquisition, up to EUR500m (Capped Redemption) of the notes (linked to the take-up of the Biotest VTO) at par plus AI up to the date of the redemption. IPT: 4% area. Px talk 3.75%-4.00%. Launched: EUR1.4bn at 3.875%.

- US$705m sr notes due 2028 (7y). NC3 (MWC). Equity claw: 3y 40%. On or prior to the consummation of the acquisition, up to EUR500m (Capped Redemption) of the notes (linked to the take-up of the Biotest VTO) at par plus AI up to the date of the redemption. IPT: low-mid 5s. Px talk: 4.75%-5.00%. Launched: $705m at 4.75%.

Did investor calls at 9:45am UKT and 11:45am NYT yesterday (also previously did a series of fixed income calls that started 09/21). Books closed at 3:30pm UKT / 10:30am NYT today. Final commitments due 12pn NYT, 5pm UKT today. Pricing today. UOP: to finance the acquisition of Biotest AG for EUR43 per ordinary share and EUR37 per pfd share, or about EUR1.9bn cash (EUR1.086bn for Tiancheng's stake and EUR810m for the public shares), and EUR100m for GCP. The acquisition will first be completed by the purchase of the equity interest owned by Tiancheng Intl Investment Ltd in Biotest (89.88% ordinary shares and 1.08% pfd shares of Biotest) and then a tender offer for the remaining publicly owned ordinary and pfd shares of Biotest. Biz: a global healthcare company and industry leader in the production of plasma-derived medicines and transfusion medicine. HQ: Barcelona, Spain. (Acquisition announced 09/17/21).