Commentary & Deal Flow

Techem Verwaltunsgesellschaft 675 mbH (Techem) (TCHEN) EUR750m 144A/Reg S add-on to its 5.375% sr sec notes due 07/15/29 (4.75y). NC1.5 (04/30/26) (MWC T+50bp), then at 102.6875, 101.34375, 100. Equity claw: 1.5y 40% at 105.375. IPO claw: 1.5y up to 100% at 102. Special call: 10% per year the first 1.5 years at 103. Expect B2/B+/B+ (stable/negative/stable). Via GS (B&D)/UBS jt glocos and jt physical books/JPM/SMBC/BNP/CA/Natwest/UniCredit/Commerz/Natixis/DB/LBBW jt books. No reg rights. List ISE. NY law. Pays April 30 and Oct 30, starting 04/30/25. SMR at 100 if the acquisition is not completed by 09/30/25. Initially issued via a temporary note with the proceeds initially be placed in escrow. Once the acquisition is completed the notes will become fungible with the original EUR500m issue priced 04/10/24 (Original Reg S ISIN: XS2767865853). Investor call at 10:30pm UKT 10/28. Pricing 10/30. UOP: to fund the acquisition of Techem by TPG and GIC from Partners Group, CDPQ, OTPP for EUR2.325bn upfront consideration and EUR1.6bn deferred consideration payable 0/30/27; and to repay Techem's sr unsec notes due July 2026. The sponsors will contribute upfront equity of EUR2.069bn. Biz: a leading global energy management and services provider (energy and water metering) to the real estate sector and private homeowners. HQ: Eschborn, Germany. (Acquisition announced 09/30/24).

Netroadshow link (slides only): https://www.netroadshow.com/nrs/home/#!/?show=64486250amp;source=gmail&ust=1730192217001000&usg=AOvVaw2puilhOWGDbB-KW4s_8GTW">https://www.netroadshow.com/nrs/home/#!/?show=64486250. Deal Entry code: Techem_2024.

GIC preregistration link: https://www.netroadshow.com/events/login?show=d13b11b8&confId=73057