Commentary & Deal Flow

Efesto Bidco SpA/Efesto US LLC (Forgital Group) (EBIDCO) US$ (EUR760m equivalent in US$) 144A/Reg S sr sec notes due 2032 (7y). NC3 (MWC T+50bp) (50%,25%,par). Equity claw: 2y 40%. Special call: 10% per year the 1st 3 years at 103. B3/B-/B (positive/positive/stable). Via RBC (B&D) gloco/Barc/MS/UBS/BNP/CA/DB jt books. No reg rights. SMR at 100 if the acquisition is not completed by 12/31/25. CoC at 101 (Removed: subject to a total net leverage ratio of 5.5x). Settles T+10. IPT: mid 7s.

Price talk: 7.50% area.

Did investor call 11am 01/28. Books close at 10am 01/31. Pricing 01/31. UOP: along with cash on hand, to fund the LBO of Forgital Group by Stonepeak from Carlyle for EUR1.5bn, including repaying Forgital existing debt (F-Brasile SPA US$505m 7.125% 1st lien notes due 08/15/26, callable at 100). Stonepeak will contribute EUR795m in equity. Closing expected mid 2025. Biz: An industrial manufacturing company that produces forged and ring-rolled components for use in the aerospace, defense and industrial markets. HQ: Velo d'Astico, Italy (Acquisition announced 12/16/24).