Obbligazioni perpetue e subordinate Tutto quello che avreste sempre voluto sapere sulle obbligazioni perpetue... - Cap. 3 (17 lettori)

russiabond

russiabond

Contadino della finanza
si sale piano

ora ...superati i 104
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bia06

bia06

Listen other's viewpoint avoid conflicts & wars.
Si, oggi. Eccola:

Issuer:Banco Santander, S.A. (the "Bank")
Issuer Rating:A2 Stable /A Stable /A- Stable (Moody’s/S&P/Fitch)
Instrument Rating:Ba1 (Moody’s) (expected)
LEI:5493006QMFDDMYWIAM13
Instrument:Non-Step-Up Non-Cumulative Contingent Convertible Perpetual Preferred Tier 1 Securities (the “Preferred Securities”)
Ranking:Unless previously converted into ordinary shares of the Bank (“Common Shares”) pursuant to Condition 5 of the terms of the Preferred Securities, the payment obligations of the Bank under the Preferred Securities constitute direct, unconditional, unsecured and subordinated obligations (créditos subordinados) of the Bank according to Article 281.1. of the Insolvency Law and, in accordance with Additional Provision 14.3 of Law 11/2015, but subject to any other ranking that may apply as a result of any mandatory provision of law (or otherwise), upon the insolvency of the Bank for so long as the obligations of the Bank in respect of the Preferred Securities constitute Additional Tier 1 Instruments rank (a) pari passu among themselves and with (i) all other claims in respect of any outstanding Additional Tier 1 Instruments and (ii) any other subordinated obligations (créditos subordinados) which by law and/or by their terms, to the extent permitted by Spanish law, rank pari passu with the Bank's obligations under Additional Tier 1 Instruments; (b) junior to (i) any unsubordinated obligations (créditos ordinarios) of the Bank, (ii) any obligations of the Bank in respect of Tier 2 Instruments and (iii) any other subordinated obligations (créditos subordinados) which by law and/or by their terms, to the extent permitted by Spanish law, rank senior to the Bank's obligations under Additional Tier 1 Instruments; and (c) senior to (i) any claims for the liquidation amount of the Common Shares and (ii) any other subordinated obligations (créditos subordinados) of the Bank which by law and/or by their terms, to the extent permitted by Spanish law, rank junior to the Bank's obligations under Additional Tier 1 Instruments.
Maturity:Perpetual NC8
Currency:Euro (“EUR”)
Size:Benchmark
Timing:Today’s business.
Settlement Date:21 September 2021 (T+4)
First Call Date:21 March 2029
First Reset Date:21 September 2029 (year 8)
IPTs:4.00% area (coupon)
Distributions:[●]% Fixed per annum, payable quarterly in arrear, fully discretionary, non-cumulative distributions. Distribution will reset on the First Reset Date and every 5 years thereafter at the prevailing EUR 5Y MS + [●]bp Initial Margin
Distribution Payment Dates:21 March, 21 June, 21 September and 21 December in each year, commencing on 21 December 2021
Day Count Fraction:ACT/ACT, Unadjusted
Business Day Convention:Following Business Day
Payment Business Days:TARGET2
Liquidation Preference:EUR 200,000 + 200,000 per Preferred Security
Distribution Restrictions:The Bank has full discretion to cancel Distributions in whole or in part at any time that it deems necessary or desirable and for any reason. Distributions in any financial year shall be made only out of Available Distributable Items.
Distributions in any financial year of the Bank will be cancelled, made partially, or not be made, (i) if the Bank has insufficient Available Distributable Items to make Distributions on the Preferred Securities scheduled for payment in the then current financial year and any equivalent payments scheduled to be made in the then current financial year in respect of any other Parity Securities then outstanding and CET1 capital securities, in each case excluding any portion of such payments already accounted for in determining the Available Distributable Items; and/or (ii) if required by the Regulator to cancel in whole or in part, in accordance with Applicable Banking Regulations. No payment will be made on the Preferred Securities (whether by way of a repayment of the Liquidation Preference, the payment of any Distribution or otherwise) if and to the extent that such payment would cause a breach of any regulatory restriction or prohibition on payments on Additional Tier 1 Instruments pursuant to Applicable Banking Regulations (including, without limitation, any such restriction or prohibition relating to any Maximum Distributable Amount applicable to the Bank and/or the Group).

Distributions on the Preferred Securities will be non-cumulative. Accordingly, if any Distribution (or part thereof) is not made on the relevant Distribution Payment Date in respect of the Preferred Securities then the right of the Holders to receive the relevant Distribution (or part thereof) will be extinguished and the Bank will have no obligation to pay such Distribution (or part thereof), whether or not any future Distributions on the Preferred Securities are paid.
Issuer Optional Call:All, and not some only, of the Preferred Securities may be redeemed at the option of the Bank on (i) any calendar day during the six-month period commencing on (and including) 21 March 2029 to (and including) the First Reset Date and (ii) any Distribution Payment Date thereafter, at the Redemption Price, subject to the prior consent of the relevant Regulator and in accordance with Articles 77 and 78 of CRR, Article 29 of the Commission Delegated Regulation (EU) 241/2014 and/or any other Applicable Banking Regulations.
Redemption Price:100% of the Liquidation Preference, plus, if applicable, where not cancelled, an amount equal to the accrued and unpaid Distributions for the then current Distribution Period to (but excluding) the date fixed for redemption.
Early Redemption upon a Capital Event:Upon the occurrence of a Capital Event, the Preferred Securities are also redeemable on or after the Closing Date at the option of the Bank, in whole but not in part, at any time, at the Redemption Price, in accordance with Articles 77 and 78 of CRR, Article 29 of the Commission Delegated Regulation (EU) 241/2014 and/or any other Applicable Banking Regulations then in force.

Capital Event means a change in Spanish law, Applicable Banking Regulations or any change in the application or official interpretation thereof that results or is likely to result in any of the outstanding aggregate Liquidation Preference of the Preferred Securities ceasing to be included in, or counting towards, the Group’s or the Bank’s Tier 1 Capital.
Early Redemption upon a
Tax Event:		Upon the occurrence of a Tax Event, the Preferred Securities may further be redeemed on or after the Closing Date at the option of the Bank, in whole but not in part, at any time, at the Redemption Price, in accordance with Articles 77 and 78 of CRR, Article 29 of the Commission Delegated Regulation (EU) 241/2014 and/or any other Applicable Banking Regulations then in force.

Tax Event means that as a result of any change in the laws or regulations of Spain or in the official interpretation or administration of any such laws or regulations which becomes effective on or after the date of issue of the Preferred Securities (a) the Bank would not be entitled to claim a deduction in computing taxation liabilities in Spain in respect of any Distribution to be made on the next Distribution Payment Date or the value of such deduction to the Bank would be materially reduced, or (b) the Bank would be required to pay additional amounts as provided in Condition 11, or (c) the applicable tax treatment of the Preferred Securities changes in a material way and was not reasonably foreseeable at the Closing Date.
Substitution and Variation:Subject to receiving consent from the Regulator, upon the occurrence of a Tax Event or a Capital Event, the Bank may at any time without the consent of the Holders, either (a) substitute new preferred securities for the Preferred Securities whereby such new preferred securities shall replace the Preferred Securities or (b) vary the terms of the Preferred Securities, so that, in either case, the Preferred Securities remain or, as appropriate, so that they become, Qualifying Preferred Securities.
Qualifying Preferred Securities:Preferred securities issued by the Bank where such securities: (i) have terms that are not materially less favourable to the Holders, as reasonably determined by the Bank, than the terms of the Preferred Securities; (ii) subject to (i) above, shall (1) rank at least equal to the ranking of the Preferred Securities, (2) have the same currency, the same (or higher) Distribution Rates and the same Distribution Payment Dates as those from time to time applying to the Preferred Securities, (3) have the same redemption rights as the Preferred Securities provided that (if and only to the extent required in order for the Preferred Securities to qualify, or continue to qualify, as additional tier 1 capital of the Bank and/or the Group pursuant to the Applicable Banking Regulations) the optional redemption rights provided in Condition 6.2.1 may be disapplied; (4) comply with the then current requirements of Applicable Banking Regulations in relation to additional tier 1 capital; (5) preserve any existing rights under the Preferred Securities to any accrued interest which has not been paid in respect of the period from (and including) the Distribution Payment Date last preceding the date of substitution or variation, subject to Condition 3, and (6) are assigned (or maintain) at least the same credit ratings as were assigned to the Preferred Securities immediately prior to such variation or substitution; and (iii) are listed on a recognised stock exchange if the Preferred Securities were listed immediately prior to such variation or substitution.
Trigger Event for Equity Conversion:If, at any time, the CET1 ratio of the Bank or the Group calculated in accordance with Applicable Banking Regulations is less than 5.125%, as determined by the Bank or the Regulator.
Conversion:The Preferred Securities are mandatorily and irrevocably convertible in whole but not in part, into newly issued Common Shares at the Conversion Price in the event of the occurrence of the Trigger Event.
Conversion Price:If the Common Shares are (a) then admitted to trading on a Relevant Stock Exchange, the Conversion Price will be the higher of: (i) the Current Market Price of a Common Share, (ii) the Floor Price and (iii) the nominal value of a Common Share at the time of conversion (being EUR0.50 on the Settlement Date) or (b) not then admitted to trading on a Relevant Stock Exchange, the Conversion Price will be the higher of (ii) and (iii) above.

The Floor Price is subject to certain anti-dilution adjustments.
Floor price:EUR 2.0080 per Common Share, 66% of the closing share price on 10 September 2021.
Pre-emptive Rights:The Preferred Securities do not grant Holders preferential subscription rights in respect of any possible future issues of preferred securities or any other securities by the Bank or any subsidiary.
Point of Non Viability:Statutory, see Risk Factors. Contractual recognition, see condition 9.
Waiver of Set-Off:No Holder may at any time exercise any right of, or claim for, deduction, set-off, netting, compensation, retention or counterclaim arising directly or indirectly under or in connection with the Preferred Securities against any right, claim, or liability the Bank has or may have or acquire against such Holder, directly or indirectly, howsoever arising. Each Holder shall be deemed to have waived all rights of, or claims for, deduction, set-off, netting, compensation, retention or counterclaim arising directly or indirectly under or in connection with the Preferred Securities to the fullest extent permitted by applicable law in relation to all such actual and potential rights, claims and liabilities.
Bail-inBy its subscription and/or purchase and holding of the Preferred Securities, each holder acknowledges, accepts, consents to and agrees to be bound by the effect of the exercise of the Spanish Bail-in Power by the Relevant Resolution Authority, as provided in Condition 9.
Risk Factors:Investors should read the Risk Factors included in the preliminary Offering Circular relating to the Preferred Securities dated 15 September 2021 and the final Offering Circular to be dated on or about 16 September 2021.
Listing:Global Exchange Market of Euronext Dublin
Applicable Law:Spanish Law
Form:Reg S Bearer
Documentation:Stand-alone. Preliminary Offering Circular dated 15 September 2021 and final Offering Circular which is expected to be approved by Irish Stock Exchange plc, trading as Euronext Dublin on or around 16 September 2021
Selling Restrictions:There are restrictions on the offer, sale and transfer of the Preferred Securities in several jurisdictions including the United States, the United Kingdom (“UK”), Spain, Italy, Switzerland, Canada, Hong Kong, Singapore and others. Regulation S, category 2 restrictions under the Securities Act apply; TEFRA C is applicable. The Preferred Securities are not and will not be eligible for sale in the United States under Rule 144A of the Securities Act.
Joint Lead Managers:Barclays, BNP Paribas, Citi, Deutsche Bank, HSBC (B&D), Santander and UniCredit
Target Market:Manufacturer target market (MIFID II and UK MiFIR product governance) is eligible counterparties and professional investors only (all distribution channels). Negative target market: Retail investors.

No packaged retail and insurance-based investment products (PRIIPs or UK PRIIPs) key information document (KID) has been prepared as the securities will not be available to retail investors in the EEA or the UK. No sales to retail investors in the UK.
ISIN:XS2388378981


Ventodivino ha scritto:
Avevo letto stamane che Santander stava collocando un AT1 in area 4%.
Se qualcuno sapesse di piu'...
Clicca per allargare...
 
bia06

bia06

Listen other's viewpoint avoid conflicts & wars.
Per Vento:

Banco Santander raised €1bn via a PerpNC8 AT1 bond at a yield of 3.625%, 37.5bp inside initial guidance of 4% area. The bonds have expected ratings of Ba1 (Moody's). The AT1s are callable on and anytime from 21 March 2029 to and including its first reset date of 21 September 2029, and every coupon payment date thereafter. If not called, the coupon resets every 5 years at 5Y mid swaps + 376bp. The AT1s have a trigger event if the CET1 ratio of the bank falls below 5.125%. :)
 
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