Commentary & Deal Flow

Fiber Bidco SpA (Fedrigoni) (FEDRIG) EUR56.349m (EUR9m and EUR10m of incremental fixed and FRN notes have also been privately placed) 144A/Reg S add-on to its 11% sr sec notes due 10/25/27 (5y). NC2 (10/25/24) (MWC B+50bp), then at 105.50, 102.75, 100. Equity claw: 2y 40% at 111.00. B2/B/BB- (stable/stable/stable). Via GS (B&D)/IMI/MS/Santander/Nomura/UniCredit/BPER Banca jt books. No reg rights. List Lux. NY law. The additional notes will initially not be fungible with the original EUR300m notes priced 10/14/22 (Reg S ISIN XS2548508881) until (A) the acquisition closing date, with respect to the 144A notes, and (B) until the later of the acquisition closing date and the 40th day following the issue date, with respect to the Reg S notes. Settles 11/09 (T+7). Temporary Reg S ISIN: XS2553240396. Price talk: 101.00-101.50. Final terms: 11% add-on at 101.25.

Priced: 11% add-on at 101.25, yield 10.673%. +870bp vs DBR 0% 11/15/27.

Books closed at 2:30pm UKT today. FTT at 7:45am UKT tomorrow (11/01). UOP: along with the EUR572,662,656 (EUR725m total with the exchange notes) FRN due 10/25/27 and the EUR300m 11% fixed rate notes due 10/25/27 priced 10/14/22, to fund the acquisition of Fedrigoni by a joint venture between Bain Capital and BC Partners for EUR2.03bn, refinance Fedrigoni's (Fabric BC Spa (FBRICC)) existing notes (EUR450m sr sec FRN due 11/30/24 (callable at 100) and EUR225m sr sec FRN due 08/31/26 (callable at 100) for a net price of EUR482m net of cash on hand and notes exchanged by current holders into new notes with substantially the same terms as the new FRN, and fund the EUR21m acquisition of UNIFOL (closed 10/25) and EUR71m acquisition of Zuber (closing expected 11/22), and EUR40m for GCP. Bain and minority shareholders will provide a EUR308m vendor loan. BC Partners will provide EUR640m in equity. BC Partners will purchase a 45.6% stake from Bain, while Bain will rollover EUR640m in equity, retaining a 45.6% stake. Management/Family will own the remaining 8.8%. Biz: a supplier of premium sustainable fibre-based customised labels and luxury packaging. HQ: Verona, Italy. (Acquisition was announced 07/26/2022).