Commentary & Deal Flow

Stonegate Pub Co Financing 2019 plc GBP/EUR 144A/Reg S sr sec notes fixed/floating two-part. Expect B3/B+ (negative/stable). Via Barc (B&D)/DB/NatWest jt glocos and physical books/BNP/GS/Lloyds/Rabo jt books. No reg rights. List ISE. NY law.

- GBP1,644,688,000 (GBP329,948,000 marketed amount) fixed rate notes due 07/31/29 (5y). NC2(07/31/25) (MWC G+50bp), then at 105.375, 102.6875, 100. Equity claw: 2y 40% at 110.75. Price 10.75% at 100.

- EUR469,981,000 (EUR403,679,00 marketed amount) FRN due 07/31/29 (5y). NC2 (07/31/25) (MWC B+50bp), then at 105.375, 100. Equity claw: 2y 40% at 106.625. Price E+662.5bp at 100.

Roadshow 07/29-30 (investor call at 11am 07/29). UOP: alongside GBP532m cash from balance sheet, GBP250m shareholder funding and new GBP150m 2L facility, to redeem GBP2.152bn existing notes (GBP1.235bn 8.25% fixed rate notes, GBP500m 8.00% fixed rate notes, GBP452m (EUR496m)FRN), redeem GBP140m Class A Unique notes, GBP150m part-repayment of RCF (GBP248m outstanding at closing), GBP400m discharge of existing 2L facility, GBP74m accrued interest, redemption premiums and hedging liabilities, and pay transaction related fees and expenses. Equity sponsor: TDR capital. Biz: largest pub company in the UK. HQ: Luton, UK.

The notes are fully backstopped by an ad hoc group of Stonegate Pubs sr sec notes due 2025 noteholders (holding approx. 54% of the sr sec notes). The marketed amounts are the amount available to new investors beyond what the ad hoc investor group is looking to retain. Netroadshow: https://www.netroadshow.com/ev...;confId=69273.