Commentary & Deal Flow

+++Corrects currency on the total size: GBP815m (not EUR815m)+++

Castle UK Finco PLC (Miller Homes) (MLRHOM) GBP815m equivalent (GBP/EUR) 144A/Reg S sr notes 2-part. B1/B+/BB- (stable/stable/stable). Via HSBC (B&D GBP tranche)/Barc (B&D EUR tranche) jt glocos/CS/DB/GS/Lloyds/RBC/StanChart jt books. No reg rights. New York Law. List ISE.

- GBP TBA sr sec fixed rate notes due 2029 (7y). NC3 (MWC G+50bp) (50%,25%,par). Equity claw: 3y 40%. Special call: 10% per year the first 3 years at 103. IPT: mid-high 7s. Price talk: 8.00%-8.25% yield.

- EUR TBA sr sec FRN due 2028 (6y). NC1 (MWC B+5bp) (then par). Equity claw: 1y 40%. Floats/pays quarterly vs 3mE (0% floor). IPT: E+525bp (0% floor) at 98.00 OID. Px talk: E+525bp (0% floor) at 97.00-98.00 OID.

Roadshow Mon-Weds (investor call at 1pm UKT Mon). Books close at 8:30am UKT tomorrow. Pricing tomorrow. UOP: repay EUR815m bridge loan incurred to fund the LBO of Miller Homes By Apollo from Bridgepoint, management sellers an EBT and other third party sellers for GBP1.2bn total consideration (GB856m share consideration and GBP357m repayment of Miller Homes' debt. Apollo conributed GBP496m in equity and management rolled over GBP31.6m in equity. Biz: one of the largest privately owned UK housebuilders, focusing on family homes in attractive geographic regions outside of London and the South East of the UK (Midlands & South, North, and Scotland). HQ: Edinburgh, Scotland (The acquisition was announced 12/24/21 and closed 03/31/22).