Commentary & Deal Flow

TeamSystem SpA (TITANL) EUR1.75bn (up from EUR1.2bn) 144A/Reg S sr sec notes 2-part. B2/B-/B (stable/stable/stable). Via BoA (B&D FRN)/JPM (B&D fixed) jt physical books/ Barc/BNP/DB/GS/IMI/MedioBanca/MS/Nomura/UBS/UniCredit jt books. No reg rights. List Lux. NY law.

- EUR TBD (EUR300m minimum) sr sec notes due 2031 (6y). NC2 (MWC B+50bp) (50%, par). Equity claw: 2y 40%. IPO call: 2y 100% at 102. CoC at 101. Special call: 10% per year the first 2 years at 103. Denoms: 100x1. IPT: mid 5s. Price talk: 5.25%-5.50%.

- EUR TBD (EUR300m minimum) FRN due 2032 (7y). NC1 (MWC B+50bp) (par). CoC at 101. Denoms: 100x1. IPT: E+high 300s at par. Price talk: E+350-375bp at par.

Roadshow 06/16-17 (investor call at 10am UKT 06/16). Books closed 10am UKT 06/18. Reconfirm by 11am UKT 06/18. Pricing 06/18 UK afternoon. UOP: to fully redeem (up from EUR300m) its EUR850m FRN due 02/15/28 (callable at 100), pay EUR175m of contingent and deferred consideration related to M&A, EUR45m fund/prefund M&A, fund a EUR350m distribution to shareholders, EUR2260m cash on the B/S, and repay EUR45m drawn on its revolver (EUR550m upsize to fully redeem its FRN due 2028). Also along with a private placement of EUR350m holdco sr pay-if-you-want PIK toggle FRN due 2033, which will be used to pay a distribution to shareholders. Equity sponsors: Hellman & Friedman (69%), Silver Lake (12%), Luxinva (10%) and CaptialG (3%). Biz: a leading provider of business software solutions to businesses and accountants in Italy, Spain, and Turkey. HQ: Pesaro, Italy.