Commentary & Deal Flow

Ephios Subco 3 Sarl (Synlab AG) (SYABGR) around EUR550m (+/- EUR100m) 144A/Reg S sr sec notes due 01/31/31 (7y). NC3 (MWC B+50bp) (50%,25%,par). Equity claw: 3y 40%. Special call: 10% per year the first 3 years at 103. B2/B+/B+ (stable/stable/positive). Via DB sole physical books/Barc/BNP/Citi/CA/Mizuho/Natixis jt glocos/GS/HSBC/ING/Raiffessen/Santander/SMBC Nikko/StanChart/UniCredit jt books. No red rights. List TISE. NY law. Px talk: 8.25% area.

Revised px talk: 8.00% area (+/- 0.125%).

Roadshow 12/07-08 (investor call at 10:30am UKT 12/07). Books close at 1:30pm UKT (from 10am UKT) today. Pricing today. UOP: along with EUR900m (+/- EUR100m) equivalent sr sec term loan B, EUR500mm directly placed sub PIK notes and EUR40m of cash on hand, to fund the take-private transaction (the acquisition of all publicly remaining shares) of Synlab AG by its controlling shareholder Cinven at EUR10 per share (EUR1.287m tendered shares total value) bringing its ownership stake up to approx 85% from approx 43% (tender offer announced 09/29/23), and to repay its existing EUR535m term loan A due 2026. Biz: leading provider of clinical laboratory and medical diagnostic services in Europe. Equity sponsor: Cinven. HQ: Munich, Germany.