Commentary & Deal Flow

Efesto Bidco SpA/Efesto US LLC (Forgital Group) (EBIDCO) US$825m (up from EUR760m equivalent in US$, approx US$790m) 144A/Reg S sr sec notes due 02/15/32 (7y). NC3 (02/15/28) (MWC T+50bp), then at 103.75, 101.875, 100. Equity claw: 3y 40% at 107.50. 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 02/14 (T+10). 144A CUSIPS: 28201XAB1 (X Receipt); 28201XAC9 (N Receipt). IPT: mid 7s. Price talk: 7.50% area. US$35m upsize to support EUR/USD hedging requirements with respect to the M&A timline, and US15m reduction to the sponsor's equity contribution. Launched: US$825m 7.50% at par.

Priced: 7.50% at 100. +307bp vs 1.875% 02/15/32.

Did investor call 11am 01/28. Books closed at 10am 01/31. Reconfirms were due by 2:30pm 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 EUR780m (down from 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).