Commentary & Deal Flow

Villa Dutch Bidco BV/Finco BV (House of HR) (HOUSEH) EUR415m (up from EUR300m) 144A/Reg S sr sec1st lien notes due 2029 (7y). NC3 (MWC B+50bp) (50%,25%,par). Equity claw: 3y 40%. Special call: 10% per year the 1st 3 years at 103. B2/B (stable/stable). Via JPM (B&D)/Barc/SocGen jt books. No reg rights. NY law. List ISE. Settle (T+5) 12/20. IPT: 10.75%-11% yield (9% coupon). EUR115m upsize to repay the bridge loan in full. Px talk: 10.75%-11% yield (9% coupon). Revised px talk: 10.625% area yield (9% coupon).

Final terms 9.00% at 92.826, yield 10.50%.

Virtual roadshow yesterday and today (investor call at 11am UKT yesterday). Books closed at 12pm UKT today. Pricing today UK afternoon. UOP: fully repay the EUR415m bridge loan incurred along with EUR1.02bn sr sec 1st lien term loan B, EUR114m drawn on a EUR125m delayed draw sr sec 1st lien term loan and EUR310m sr sec 2nd lien term loan, to fund the acquisition of a 55% stake in the House of HR by Bain from Naxicap for EUR2.667bn, including the repayment of existing debt, fund the acquisition of ABM for EUR66m (acquisition announced 10/25/22, closing expected Dec 2025), EUR156m fees and expenses, and EUR63m cash on the B/S. Naxicap and House of HR's founders retained ownership of about 21.2% and managers about 23.8% of the new company. Shareholders contributed around EUR1.bn in equity (EUR597m new sponsor equity, EUR488m existing House of HR shareholder rollover equity, and EUR18.1m ABMI shareholders rollover equity). Biz: European staffing services provider. HQ: Roeselare, Belgium. (The House of HR acquisition was announced 05/28/2022 and completed 11/03/2022). This deal at EUR425m size was originally in the market in late September (roadshow began 09/26), but was postponed 10/05/22 due to market conditions.