Commentary & Deal Flow

ams-OSRAM AG (AMSSW) approx EUR1bn (up from EUR800m) equivalent (EUR/US$) 144A/Reg S 5.25yNC2.25 sr notes 2-part. B2/BB-/BB- (stable/negative/stable). No reg rights. List ISE. NY law. Settles 11/30 (T+9, US biz days). SMR at 100 if the rights issue has not been completed by 01/31/24. EUR200m upsize for GCP, including repayment of debt upon maturity. This brings forward ams OSRAM plan for additional debt instruments of around EUR200m in a mix of debt instruments, such as unsecured notes, bi-lateral debt facilities, or other instruments, subject to market conditions in 2024 to complete the financing package (repay other debt and GCP).

- EUR625m due 03/30/29 (5.25y). NC2.25 (03/30/26) (MWC B+50bp), then at 105.25, 102.625, 100. Equity claw: 2.25y 40% at 110.50. Via HSBC (B&D)/DB/UBS jt physical books/Commerz/UniCredit jt glocos/CA/Erse/LBBW/MS/RBI jt books. Reg S ISIN: XS2724532333. IPT: 11.00% area. Px talk: 10.75%-11.00%. Final terms: EUR625m 10.50% at 99.034, yield 10.75%. Priced: 10.50% at 99.034, yield 10.75%. +830bp vs 0.25% 02/15/29.

- US$400m due 03/30/29 (5.25y). NC2.25 (03/30/26) ((MWC T+50bp), then at 106.125, 103.063, 100. Equity claw: 2.25y 40% at 112.25. Via UBS(B&D)/DB/HSBC jt physical books/Commerz/UniCredit jt glocos/CA/Erse/LBBW/MS/RBI jt books. 144A CUSIP: 03217CAB2. IPT: 12.50% area. Px talk: 12.50% area (+/-0.125%). Final terms: US$400m 12.25% at 99.087, yield 12.50%. Priced: 12.25% at 99.087, yield 12.50%. +803bp vs 2.375% 03/31/29.

Virtual roadshow Mon-Weds (investor call at 4pm UKT/11am NYT Mon). Books closed at 3pm UKT / 10am NYT today. UOP: to fund its new financing plan to strengthen its B/S and improve its credit profile, along with a EUR800m rights offering via HSBC/MS/UBS (shareholder approval for the capital increase was granted 10/20/23), and a EUR400m asset-level financing - the Malaysia SLB (OSRAM Opto Semiconductors (Malaysia) Sdn Bhd EUR400m sale leased back of the Group's new LED focused semiconductor production facility in Malaysia (Kulim II)), and the sale of a manufacturing facility in Asia for EUR50m, to redeem in full its existing EUR1.274bn equivalent notes (EUR850m 6% sr notes due 07/31/25 (callable at 101.50) and US$450m sr notes due 07/31/25 (callable at 101.75)), to repay EUR226m certain of the Group's bank facilities, and EUR400m for GCP, including repaying other financial debt when it comes due. (EUR200m upsize for GCP, including repayment of debt upon maturity. This brings forward ams OSRAM plan for additional debt instruments of around EUR200m in a mix of debt instruments, such as unsecured notes, bi-lateral debt facilities, or other instruments, subject to market conditions in 2024 to complete the financing package (repay other debt and GCP)). AMS intends to achieve an investment grade profile by 2026. Biz: global leader in sensor products, providing high-performance sensing technologies with a strategic focus on optical, image and audio sensing solutions for use across a variety of communications, consumer, automotive, industrial and medical end-markets. HQ: Premstaetten, Austria. (Refinancing plan announced 09/27/2023).