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Issuer / Ticker Banco BPM S.p.A (“BAMIIM)
Issuer Ratings Ba2/BBBL (Moody’s, DBRS)
Exp. Issue Ratings B2/BB (Moody’s/DBRS)
Ranking Subordinated Notes (Tier 2 eligible), direct, unsecured ranking after unsubordinated unsecured creditors (including depositors) of the Issuer, at least pari passu with all other subordinated obligations of the Issuer which do not rank junior or senior to such Series of Subordinated Notes and in priority to shareholders and claims of creditors holding instruments more subordinated than the Notes (including without limitation instruments qualifying as Tier 1 capital)
Format RegS Bearer (no communications with or into the U.S., no sales into Canada)
Size EUR 500m (expected)
Maturity / Call Structure 10NC5
Settlement Date 21 September 2017 (T+5) Call Date 21 September 2022
Maturity 21 September 2027
Issuer Call One time optional call on 21 September 2022 (Year 5) (the Optional Redemption Date) at par in whole but not in part, subject to the prior approval of the Relevant Authority
IPTs 4.625% area
Coupon Initially set at [ ]% per annum; reset over the 5-year mid-swap rate on the Optional Redemption Date plus the initial margin. Payable annually in arrear
Use of Proceeds General Corporate Purposes
Special Event Redemption Callable at any time at par in whole but not in part for tax reasons or upon the occurrence of a Regulatory Event subject to the prior approval of the Relevant Authority
Regulatory Call A Regulatory Event means that as a result of a change (or pending change which is reasonably certain to occur) in Italian law or Applicable Banking Regulations or any change (or pending change which is reasonably certain to occur) in the official application or interpretation thereof, the Notes cease, or would be reasonably likely to cease, to qualify either in whole or in part as Tier 2 Capital of the Issuer for the purposes of (1) the capital adequacy requirements of the Relevant Authority or (2) any regulation, directive or other binding rules, standards or decisions adopted by the institutions of the European Union
Tax Call A tax call will be deemed to occur if on the occasion of the next payment due under the Notes, the Issuer has or will become obliged to pay additional amounts as a result of any change in, or amendment to, the laws or regulations of a Tax Jurisdiction or any change in the interpretation of such laws or regulations, which change or amendment becomes effective on or after the date on which agreement is reached to issue the first Tranche of the Notes and such obligation cannot be avoided by the Issuer taking reasonable measures available to it
Set Off Holders will unconditionally and irrevocably waive any right of set-off, counterclaim, abatement or other similar remedy which it might otherwise have under the laws of any jurisdiction in respect of such Note
Bail-in power / PONV The Subordinated Notes may be subject to Loss Absorption Requirement as required under the BRRD, as implemented in Italy. Non-viability loss absorption is also applicable
Denominations €100k + €1k
Listing/Docs Luxembourg Stock Exchange
Governing Law English, except for subordination and Loss Absorption Requirement which is governed by Italian law
Joint Bookrunners Banca Akros, Barclays, Citi, GS, JPM, SG CIB
ISIN TBD
Timing Today's business
Issuer Ratings Ba2/BBBL (Moody’s, DBRS)
Exp. Issue Ratings B2/BB (Moody’s/DBRS)
Ranking Subordinated Notes (Tier 2 eligible), direct, unsecured ranking after unsubordinated unsecured creditors (including depositors) of the Issuer, at least pari passu with all other subordinated obligations of the Issuer which do not rank junior or senior to such Series of Subordinated Notes and in priority to shareholders and claims of creditors holding instruments more subordinated than the Notes (including without limitation instruments qualifying as Tier 1 capital)
Format RegS Bearer (no communications with or into the U.S., no sales into Canada)
Size EUR 500m (expected)
Maturity / Call Structure 10NC5
Settlement Date 21 September 2017 (T+5) Call Date 21 September 2022
Maturity 21 September 2027
Issuer Call One time optional call on 21 September 2022 (Year 5) (the Optional Redemption Date) at par in whole but not in part, subject to the prior approval of the Relevant Authority
IPTs 4.625% area
Coupon Initially set at [ ]% per annum; reset over the 5-year mid-swap rate on the Optional Redemption Date plus the initial margin. Payable annually in arrear
Use of Proceeds General Corporate Purposes
Special Event Redemption Callable at any time at par in whole but not in part for tax reasons or upon the occurrence of a Regulatory Event subject to the prior approval of the Relevant Authority
Regulatory Call A Regulatory Event means that as a result of a change (or pending change which is reasonably certain to occur) in Italian law or Applicable Banking Regulations or any change (or pending change which is reasonably certain to occur) in the official application or interpretation thereof, the Notes cease, or would be reasonably likely to cease, to qualify either in whole or in part as Tier 2 Capital of the Issuer for the purposes of (1) the capital adequacy requirements of the Relevant Authority or (2) any regulation, directive or other binding rules, standards or decisions adopted by the institutions of the European Union
Tax Call A tax call will be deemed to occur if on the occasion of the next payment due under the Notes, the Issuer has or will become obliged to pay additional amounts as a result of any change in, or amendment to, the laws or regulations of a Tax Jurisdiction or any change in the interpretation of such laws or regulations, which change or amendment becomes effective on or after the date on which agreement is reached to issue the first Tranche of the Notes and such obligation cannot be avoided by the Issuer taking reasonable measures available to it
Set Off Holders will unconditionally and irrevocably waive any right of set-off, counterclaim, abatement or other similar remedy which it might otherwise have under the laws of any jurisdiction in respect of such Note
Bail-in power / PONV The Subordinated Notes may be subject to Loss Absorption Requirement as required under the BRRD, as implemented in Italy. Non-viability loss absorption is also applicable
Denominations €100k + €1k
Listing/Docs Luxembourg Stock Exchange
Governing Law English, except for subordination and Loss Absorption Requirement which is governed by Italian law
Joint Bookrunners Banca Akros, Barclays, Citi, GS, JPM, SG CIB
ISIN TBD
Timing Today's business