Intesa completes tender offers for subordinated notes, senior notes

By Jennifer Chiou

New York, July 27 - Intesa Sanpaolo SpA said it completed its tender offers for several series of subordinated notes and senior notes that it issued or guarantees.

The offers ended at 5 p.m. ET on July 26. They launched on July 18.

All in all, the company obtained tenders for €3,296,912,194 equivalent of the subordinated notes and €3,103,031,060 equivalent of the senior notes.

Intesa said that it will accept €1,147,594,344 equivalent of the subordinated notes for an aggregate purchase price of €1 billion as well as €507.32 million of the senior notes at a purchase price of €500 million.

Settlement is anticipated for Aug. 2.

Intesa said that it will pay the following for the subordinated notes with a priority acceptance level of 1:

• 82, or €176,956,000, for the €215.8 million of tenders for the €1.25 billion 8.047% tier 1 fixed-to-floating perpetual notes issued by Intesa with interest of Euribor plus 410 basis points; the principal amount upon issue was €795.8 million;

• 84, or €222,096,000, for the €264.4 million of tenders for the €1.5 billion 8.375% tier 1 fixed-to-floating perpetual notes issued by Intesa with interest of Euribor plus 687.1 bps; the principal amount upon issue was €1,006,250,000; and

• 90, or €219,555,000, for the €243.95 million of tenders for the €1 billion of 9.5% tier 1 fixed-rate resettable perpetual notes issued by Intesa with interest of five-year mid market swap rate plus 757 bps; the principal amount upon issue was €722.1 million.

As announced, in the case of the tier 1 notes, the principal amount upon issue was less the notes purchased and canceled in February. As of July 17, the purchaser and its subsidiary Banca IMI beneficially owned about €284.05 million, or the equivalent, principal amount of subordinated notes.

The purchase price for the subordinated notes with a priority acceptance level of 2 will be as follows:

• 80, or €17.6 million, for the €178.75 million of tenders for the €500 million 3.75% lower tier 2 fixed-to-floating callable notes due 2020 issued by Sanpaolo IMI SpA (now Intesa Sanpaolo SpA) with interest of Euribor plus 89 bps;

• 84, or £117,683,160, for the £140,099,000 of tenders for the £165 million 5.625% lower tier 2 fixed-to-floating callable notes due 2024 issued by Sanpaolo with interest of sterling Libor plus 112.5 bps;

• 93, or €49,197,000, for the €293.9 million of tenders for the €1.5 billion 5% lower tier 2 notes due 2019 issued by Intesa;

• 92.5, or €43,336,250, for the €212.15 million of tenders for the €1.25 billion 5.15% lower tier 2 notes due 2020 issued by Intesa; and

• 98.5, or €121,056,500, for the €501.85 million of tenders for the €1.25 billion 6.625% upper tier 2 notes due 2018 issued by Intesa.

The company was going to pay the following for the subordinated notes with a priority acceptance level of 3:

• 96.5 for the £250 million 6.375% lower tier 2 fixed-to-floating notes due November 2017 issued by Intesa with interest of sterling Libor plus 135 bps;

• 86 for the €750 million lower tier 2 floaters due 2018 issued by Sanpaolo with interest of Euribor plus 25 bps until Feb. 20, 2013 and at Euribor plus 85 bps after that;

• 91 for the €1 billion 5.75% lower tier 2 fixed-to-floating notes due 2018 issued by Intesa with interest of Euribor plus 198 bps; and

• 86.5 for the €500 million 4.375% lower tier 2 fixed-to-floating callable notes due 2018 issued by Sanpaolo with interest of Euribor plus 100 bps.

Senior notes

The purchase price for the senior notes with a priority acceptance level of 1 will be as follows:

• 98.45, or €5,103,648, for the €15,655,000 of tenders for the €1.25 million floaters due 2013 issued by Sanpaolo with interest of Euribor plus 10 bps;

• 98.3, or €8,945,300, for the €29.05 million of tenders for the €1 billion floaters due 2013 issued by Banca Intesa SpA (now Intesa Sanpaolo) with interest of Euribor plus 17.5 bps;

• 100.35, or €124,634,700, for the €394 million of tenders for the €1.5 billion 4% notes due 2013 issued by Intesa Sanpaolo Bank Ireland plc and guaranteed by Intesa;

• 99.75, or €59,251,500, for the €193.7 million of tenders for the €800 million 3.5% notes due 2013 issued by Intesa;

• 102.25, or €94,018,875, for the €308.9 million of tenders for the €1.25 million 5.375% notes due 2013 issued by Intesa Sanpaolo;

• 94.5, or €19,703,250, for the €69.15 million of tenders for the €1 billion floaters due 2014 issued by Intesa with interest of Euribor plus 12 bps;

• 95.45, or €103,754,150, for the €361.3 million of tenders for the €2 billion floaters due May 2014 issued by Intesa with interest of Euribor plus 110 bps;

• 92.45, or €19,771,357, for the €73,325,000 of tenders for the €1.1 billion floaters due October 2014 issued by Banca Intesa with interest of Euribor plus 20 bps;

• 97.1, or €38,063,200, for the €113.95 million of tenders for the €1 billion 3.375% notes due 2015 issued by Intesa; and

• 97.85, or €26,761,975, for the €88.2 million of tenders for the €650 million 3.875% notes due 2015 issued by Banca Intesa.

The purchase price for the senior notes with a priority acceptance level of 2 was to be as follows:

• 86.65 for €500 million floaters due 2015 issued by Banca Intesa with interest of Euribor plus 17.5 bps;

• 97.3 for €1.2 billion 4.125% notes due 2016 issued by Intesa;

• 94.6 for €1.5 billion 3.75% notes due 2016 issued by Intesa;

• 82.4 for €750 million floaters due 2016 issued by Banca with interest of Euribor plus 17.5 bps;

• 98.95 for €1 billion 5% notes due 2017 issued by Intesa;

• 80.5 for €1.25 billion floaters due 2017 issued by Intesa with interest of Euribor plus 15 bps;

• 97.7 for €1.45 billion 4.75% notes due 2017 issued by Intesa;

• 91.6 for €1.5 billion 4% notes due 2018 issued by Intesa;

• 89.1 for €1.5 billion 4.125% notes 2020 issued by Intesa; and

• 84.65 for €350 million 5.25% notes due 2022 issued by Intesa.

At July 17, the purchaser and its subsidiary Banca IMI beneficially owned about €957,715,385, or the equivalent, principal amount of senior notes.

The dealer managers were Banca IMI SpA (attn: debt capital markets, e-mail dcm.fig@bancaimi.com or call +39 02 7261 5362), Goldman Sachs International (attn: Liability Management, e-mail liabilitymanagement.eu@gs.com or call +44 20 7774 4799), HSBC Bank plc (attn: Liability Management, e-mail liability.management@hsbcib.com or call +44 20 7992 6237), J.P. Morgan Securities plc (attn: Liability Management, e-mail emea_lm@jpmorgan.com or call +44 20 7777 3548) and Societe Generale (attn: Liability Management, e-mail liability.management@sgcib.com or call +44 20 7676 7579).

Lucid Issuer Services Ltd. (attn: Sunjeeve Patel/David Shilson/Thomas Choquet/Paul Kamminga, +44 20 7704 0880 or e-mail: intesa@lucid-is.com) was the tender agent.

The financial services company is based in Turin, Italy.

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