Commentary & Deal Flow

Modulaire Group (MODULA) approx EUR1.478bn (down from EUR1.618bn) (EUR/GBP) 144A/Reg S sustainability-linked 3-part. Via BofA (B&D sr sec)/GS (B&D sr unsec)/MS jt glocos and physical books/JPM/Santander/HSBC/ING/SocGen jt books. List ISE. NY law. Sustainability performance target (SPT): Reduce Scope 1 & 2 GHG Emissions in metric tons of CO2 equivalent by 10% by 12/31/25 vs a 2020 baseline. The EUR140m EUR sr sec notes downsize was switched to the term loan B.

- BCP V Modular Services Finance II PLC EUR750m (down from approx EUR890m (or the originally announced EUR1.183bn less the GBP250m tranche)) sr sec notes due 2028 (7y). NC3 (MWC B+50bp) (50%,25%,par). Equity claw: 3y 40%. Special call: 10% per year the first 3 years at 103. B2/B/B+ (stable/stable/stable). SLB coupon rachet: failure to meet the 2025 SPT will result in a semi-annual coupon increase by 15bp for each coupon payment starting Oct 2026 and a corresponding increase in call premium if notes are called. Prior to 2025 SPT test, intermediate targets to step up call premium by 75bp if the notes are called. IPT: 4.75% area. Px talk: 4.75% area. Final terms: EUR750m at 4.75%.

- BCP V Modular Services Finance II PLC GBP250m sr sec notes due 2028 (7y). NC3 (MWC G+50bp) (50%,25%,par). Equity claw: 3y 40%. Special call: 10% per year the first 3 years at 103. B2/B/B+ (stable/stable/stable). SLB coupon rachet: failure to meet the 2025 SPT will result in a semi-annual coupon increase by 15bp for each coupon payment starting Oct 2026 and a corresponding increase in call premium if notes are called. Prior to 2025 SPT test, intermediate targets to step up call premium by 75bp if the notes are called. IPT: 5.75% area. Px talk: 6.00%-6.25%. Final terms: GBP250m at 6.125%.

- BCP V Modular Services Finance PLC EUR435m sr unsec notes due 2029 (8y). NC3 (MWC B+50bp) (50%,25%,par). Equity claw: 3y 40%. Caa1/CCC+/CCC+ (stable/stable/stable). SLB coupon rachet: failure to meet the 2025 SPT will result in a semi-annual coupon increase by 12.5bp for each coupon payment starting Oct 2026 and a corresponding increase in call premium if notes are called. Prior to 2025 SPT test, intermediate targets to step up call premium by 87.5bp if the notes are called. IPT: 6.75% area. Px talk: 6.75% area. Final terms: EUR435m at 6.75%.

Did investor call at 12pm UKT Mon. Books close at 3:30pm (originally closing at 2:30pm) today. Pricing today UK afternoon. UOP: along with EUR1.26bn (up from EUR1.12bn) term loan B via MS+, to fund the acquisition of Modulaire Group by Brookfield Business Partners and other institutional partners from TDR Capital for US$5bn (EUR4.3bn) (EUR140m of the EUR sr sec notes was switched to the term loan B). The deal will be funded with EUR$1.55bn of equity. Brookfield will provide EUR500m (30% ownership interest) with the rest funded by other institutional partners. Closing is expected in Q4 2021. Biz: provides modular, office, remote accommodations, portable storage and other infrastructure services in Europe, Australia, New Zealand and China. HQ: London. (Acquisition announced 06/27/2021).