Commentary & Deal Flow

Worldpay (GTCRWM) approx $2.918bn (up from $2.867bn) equivalent (US$/GBP) 144A/Reg S sr sec 1st lien notes 2-part. Ba3/BB/BBB- (stable/stable/stable). Via JPM (left and B&D on the US$ tranche)/GS (left and B&D on the GBP tranche)/Citi/WFS/DB/UBS/FITB/BMO/Capone/Citizens/LLoyds/MUFG/Stifel/TSI jt books. No reg rights. Pays Jan 15 and July 15 starting 07/15/24. SMR at 100 if the acquisition does not close by 07/05/24. Settles 10/04 (T+10).

- GTCR W-2 Merger Sub LLC (Worldpay) $2.175bn (up from $2bn) sr sec 1st lien notes due 01/15/31 (7.25y). NC3.25 (01/15/27) (MWC T+50bp), then at 103.75, 101.875, 100. Equity claw: 3.25y 40% at 107.50. Special call: 10% per year the first 3 years at 103. 144A CUSIP: 36268NAA8. IPT high 7s. Px talk: 7.50%-7.625%. Launched: $2.175bn at 7.50%. Priced: 7.50% at 100 +313bp vs 5.375% 02/15/31.

- GTCR W-2 Merger Sub LLC/GTCR W-2 Dutch Finance Sub BV (Worldpay) GBP600m (approx $743m) (down from GBP700m (approx US$867m equivalent)) sr sec 1st lien notes due 01/15/31 (7.25y). NC3.25 (01/15/27). (MWC G+50bp), then at 104.25, 102.125, 100. Equity claw: 3.25y 40% at 108.50. Special call: 10% per year the first 3 years at 103. List ISE. NY law. Reg S ISIN: IXS269611389. PT high 8s. Px talk: 8.50%-8.625%. Launched: GBP600m at 8.50%. Priced: 8.50% at 100. +436bp vs UKT 4.75% 12/07/30.

Additional $375m upsize ($175m $ bond upsize and TLB $200m upsize) proceeds to decrease equity check by $250m and make up for the $125m decrease in the sterling tranche. No change in ratings. Did investor call at 10am NYT / 3pm UKT Mon. Books closed at 5pm NYT yesterday for US investors / 10am UKT today for European investors. (Term loan lender call was 09/13, group calls 09/14-15). UOP: along with $5.733bn (up from $5.533bn and $4.4bn) ($5.2bn (up from $5bn) and EUR500m ($533m equivalent)) term loan B (and $1bn revolver) (US$8.4bn total debt, US9.4bn total with the revolver), to fund the acquisition of a 55% majority/controlling stake in Worldpay from Fidelity National Information Services Inc (FIS) by GTCR for $13.4bn in cash. This values Worldpay at $18.5bn, including $1bn of contingent consideration based on future performance. FIS will maintain a 45% minority interest in Worldpay. GTCR will contribute $5.085bn (down from $5.335bn) in equity. GTCR will also invest up to $1.25bn in additional growth capital to pursue inorganic growth opportunities. Closing is expected by Q1 2024. Biz: provides merchant payment processing systems. HQ: London, UK. (Acquisition announced 07/06/2023). This transaction replaced the previously planned spinoff of Worldpay that was announced in February.