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Issuer....................Banco Comercial Português S.A.
Issuer ratings............B1/BB-/BB-/BB(H) (Moody’s/S&P/Fitch/DBRS)
Expected issue ratings....B3/B-/B+/BB(L) (Moody’s/S&P/Fitch/DBRS)
Instrument................10NC5 Subordinated Tier Format....................Book-entry Notes registered with Interbolsa. RegS Registered. CRD IV/CRR compliant. RegS Compliance Category 2 (no communication with or into the US, no sales into Canada)
Status....................Direct, unconditional, unsecured and subordinated obligations of the Issuer that will rank: (i) at least pari passu with other Tier 2 instruments, (ii) in priority to (1) the Issuer’s Tier 1 instruments, (2) the Issuer’s undated or perpetual subordinated instruments, (3) all classes of share capital and (4) all other obligations which rank junior to the Notes and (iii) subordinated to Senior Creditors of the Issuer, as defined in the Terms and Conditions of the Notes
Settlement Date...........7 December 2017
Maturity Date.............7 December 2027
Optional Redemption Date..7 December 2022, subject to the prior approval of
the Relevant Authority
Coupon....................[ ]% (Fixed, Annual, ACT/ACT). One time reset after year 5 to prevailing 5Y MS + initial margin
Currency / Size...........EUR 300M (expected)
IPTs......................4.75-5% area
Optional redemption for
regulatory reasons........The Issuer may, subject to the prior approval of the
Relevant Authority, redeem the Notes at any time, in
whole but not in part, at par together with any
accrued and unpaid interest thereon upon a Capital
Event (all or any part of the Notes are not eligible
for inclusion in the Tier 2 capital of the Issuer or
the Group)
Optional redemption for
taxation reasons..........The Issuer may, subject to the prior approval of the
Relevant Authority, redeem the Notes at any time, in
whole but not in part, at par together with any
accrued and unpaid interest thereon in case of a
change in the tax treatment of the Notes (additional
amounts, interest payment tax deductibility)
Waiver of Set-off.........Applicable
Events of Default.........If (i) default is made for a period of 14 days or more
in the payment of any principal or interest due, any
Noteholder may institute proceedings for the
winding-up of the Issuer, but may take no other action
in respect of such default; (ii) any order or an effective resolution is passed for the winding-up or dissolution of the Issuer, then Noteholders are entitled to require Notes to become immediately due and payable.
For the avoidance of doubt investors should note that
the provisions of the Notes do not give any Noteholder
the right to accelerate the future scheduled payment
of interest or principal other than in the case of
winding-up or dissolution of the Issuer (other than
for the purposes of an amalgamation, merger or
reconstruction on terms previously approved by an
Extraordinary Resolution of the Noteholders).
Accordingly, the Issuer shall not be obliged to pay
any sum or sums sooner than the same would otherwise
have been payable by it (other than in such a winding
up or dissolution). However, nothing in the event of default provision shall be deemed to prevent any Noteholder from instituting proceedings for the winding-up of the Issuer (in accordance with
and to the extent permitted by law at the relevant
time) and/or proving in any winding-up of the Issuer
following any default for 14 days or more in any
payment obligations of the Issuer pursuant to or
arising from the Notes.
Loss Absorption...........Contractual acknowledgement of bail-in powers
under BRRD as implemented in Portugal
Denominations.............EUR 100,000
Documentation.............EUR 25,000,000,000 Euro Note Programme offering circular dated as of 17 November 2017 and Supplemented on 23 November 2017
Listing...................Irish Stock Exchange
Applicable Law............English law, save that the form and transfer of the
Notes, creation of security over the Notes and the
Interbolsa procedures for the exercise of rights under
the Notes are governed by, and shall be construed in
accordance with, Portuguese law. The subordination condition is also governed by Portuguese law.
Joint-Lead Managers.......Goldman Sachs International (B&D) / Millennium BCP / SG CIB / UBS Investment Bank
ISIN......................[]
Timing....................Books open - today's business
Issuer ratings............B1/BB-/BB-/BB(H) (Moody’s/S&P/Fitch/DBRS)
Expected issue ratings....B3/B-/B+/BB(L) (Moody’s/S&P/Fitch/DBRS)
Instrument................10NC5 Subordinated Tier Format....................Book-entry Notes registered with Interbolsa. RegS Registered. CRD IV/CRR compliant. RegS Compliance Category 2 (no communication with or into the US, no sales into Canada)
Status....................Direct, unconditional, unsecured and subordinated obligations of the Issuer that will rank: (i) at least pari passu with other Tier 2 instruments, (ii) in priority to (1) the Issuer’s Tier 1 instruments, (2) the Issuer’s undated or perpetual subordinated instruments, (3) all classes of share capital and (4) all other obligations which rank junior to the Notes and (iii) subordinated to Senior Creditors of the Issuer, as defined in the Terms and Conditions of the Notes
Settlement Date...........7 December 2017
Maturity Date.............7 December 2027
Optional Redemption Date..7 December 2022, subject to the prior approval of
the Relevant Authority
Coupon....................[ ]% (Fixed, Annual, ACT/ACT). One time reset after year 5 to prevailing 5Y MS + initial margin
Currency / Size...........EUR 300M (expected)
IPTs......................4.75-5% area
Optional redemption for
regulatory reasons........The Issuer may, subject to the prior approval of the
Relevant Authority, redeem the Notes at any time, in
whole but not in part, at par together with any
accrued and unpaid interest thereon upon a Capital
Event (all or any part of the Notes are not eligible
for inclusion in the Tier 2 capital of the Issuer or
the Group)
Optional redemption for
taxation reasons..........The Issuer may, subject to the prior approval of the
Relevant Authority, redeem the Notes at any time, in
whole but not in part, at par together with any
accrued and unpaid interest thereon in case of a
change in the tax treatment of the Notes (additional
amounts, interest payment tax deductibility)
Waiver of Set-off.........Applicable
Events of Default.........If (i) default is made for a period of 14 days or more
in the payment of any principal or interest due, any
Noteholder may institute proceedings for the
winding-up of the Issuer, but may take no other action
in respect of such default; (ii) any order or an effective resolution is passed for the winding-up or dissolution of the Issuer, then Noteholders are entitled to require Notes to become immediately due and payable.
For the avoidance of doubt investors should note that
the provisions of the Notes do not give any Noteholder
the right to accelerate the future scheduled payment
of interest or principal other than in the case of
winding-up or dissolution of the Issuer (other than
for the purposes of an amalgamation, merger or
reconstruction on terms previously approved by an
Extraordinary Resolution of the Noteholders).
Accordingly, the Issuer shall not be obliged to pay
any sum or sums sooner than the same would otherwise
have been payable by it (other than in such a winding
up or dissolution). However, nothing in the event of default provision shall be deemed to prevent any Noteholder from instituting proceedings for the winding-up of the Issuer (in accordance with
and to the extent permitted by law at the relevant
time) and/or proving in any winding-up of the Issuer
following any default for 14 days or more in any
payment obligations of the Issuer pursuant to or
arising from the Notes.
Loss Absorption...........Contractual acknowledgement of bail-in powers
under BRRD as implemented in Portugal
Denominations.............EUR 100,000
Documentation.............EUR 25,000,000,000 Euro Note Programme offering circular dated as of 17 November 2017 and Supplemented on 23 November 2017
Listing...................Irish Stock Exchange
Applicable Law............English law, save that the form and transfer of the
Notes, creation of security over the Notes and the
Interbolsa procedures for the exercise of rights under
the Notes are governed by, and shall be construed in
accordance with, Portuguese law. The subordination condition is also governed by Portuguese law.
Joint-Lead Managers.......Goldman Sachs International (B&D) / Millennium BCP / SG CIB / UBS Investment Bank
ISIN......................[]
Timing....................Books open - today's business
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