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 on the sr sec tranches; JPM/Santander jt books on the sr unsec tranche. List ISE. NY law. SMR at 100 if the acquisition is not completed by 05/15/22. 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. Settles 10/21 (T+10).

- 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 11/30/28 (7y). NC3 (MWC B+50bp), then at 102.375, 101.1875, 100. Equity claw: 3y 40% at 104.75. 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. Reg S ISIN: XS2387447025. IPT: 4.75% area. Px talk: 4.75% area. Final terms: EUR750m at 4.75%. Priced: 4.75% at 100. +515bp vs DBR 0% 11/15/28.

- BCP V Modular Services Finance II PLC GBP250m sr sec notes due 11/30/28 (7y). NC3 (MWC G+50bp), then at 103.0625, 101.53125, 100. Equity claw: 3y 40% at  106.125. 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. Reg S ISIN: XS2397447538. IPT: 5.75% area. Px talk: 6.00%-6.25%. Final terms: GBP250m at 6.125%. Priced: 6.125% at 100. +534bp vs UKT 1.625% 10/11/28.

- BCP V Modular Services Finance PLC EUR435m sr unsec notes due 11/30/29 (8y). NC3 (MWC B+50bp), then at 103.375, 101.6875, 100. Equity claw: 3y 40% at 106.75. Special call: 10% per year the first 3 years at 103. 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. Reg S ISIN: XS2397448346. IPT: 6.75% area. Px talk: 6.75% area. Final terms: EUR435m at 6.75%. Priced: 6.75% at 100. +710bp vs DBR 0% 08/15/29.

Did investor call at 12pm UKT Mon. Books closed at 3:30pm (originally closing at 2:30pm) today. 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).