Commentary & Deal Flow

Rossini Sarl (ROSINI) EUR1.85bn 144A/Reg S sr sec notes fixed/floater 2-part. B3/B/B (stable/stable/stable). Via DB (D&B) physical books/GS/JPM jt glocos/BNP/BPER/CA/CVC/Jefferies/KKR/MedioBanca/Natixis/ SocGen/UniCredit jt books. No reg rights. List Lux. NY law. CoC at 101 (Total Net Look Through Leverage Ratio).

- EUR1bn fixed rate notes due 12/31/29 (5.5y). NC2 (MWC B+50bp) (50%,25%,par). Equity claw: 2y 40%. Price talk: 7.00%-7.25% at par. Final terms: EUR1bn 6.75% at par.

- EUR850m FRN due 12/31/29 (5.5y). NC1 (MWC B+50bp) (par). 0% floor. Price talk: 3mE+400-425bp at par. Final terms: EUR850m 3mE+387.5bp at par.

Roadshow small group meetings (virtual) 07/08-10 (investor call on 07/08 at 10am UKT). Books close at 4pm UKT (from 12:30pm UKT) 07/11. Pricing 07/11 UK afternoon. UOP: along with EUR37m cash on hand and EUR250m shareholder PIK loan from CVC to TopCo (outside the restricted group), to redeem its existing EUR650m 6.75% sr sec notes due 10/30/25 at 100 and EUR650m sr sec FRN due 10/30/25 at 100, and redeem the existing DP notes (EUR797m deferred and structurally subordinated long-term notes due 2025 issued by Rossini Investments, Rossini Sarl's direct parent company to Recordati shareholders' as part of the acquisition of Recordati). Equity sponsors: CVC (61.50%)/PSP Investments/StepStone/Alpinvest. Biz: Rossini Sarl directly owns 52.5% of Recordati SpA, a well-established international specialty pharmaceutical company dedicated to the development, manufacturing and marketing of pharmaceuticals for specialty and primary care as well as of orphan drugs for the treatment of rare and ultra-rare diseases. HQ: Luxembourg. https://www.netroadshow.com/ev...;confId=68228