Novo Banco cancels proposals for 12 series of notes; tenders still on

By Wendy Van Sickle

Columbus, Ohio, July 28 – Novo Banco SA terminated its proposals announced July 9 related to several series of notes, according to a notice.

The company announced the proposals along with tender offers for 12 series of notes, which have not been canceled. Meetings for the notes will still take place, but holders will not be voting on the extraordinary resolution.

Under the proposals, the company was seeking approval of an extraordinary resolution that would allow for modifications to the terms and conditions to allow the issuer to redeem all of the securities remaining following completion of the offer.

Tender offers

Novo Banco continues to offer to purchase notes from the following securities, listed with their early purchase prices, which are 1% higher than the late purchase price for the first four series and 1.5% higher for all the other series – the late purchase price is also the mandatory redemption amount:

• €64,201,000 outstanding of the €150 million series 3 fixed-rate notes due January 2043 (ISIN: XS0869315241) for an early purchase price of 99.5;

• €131,226,000 outstanding of €150 million series 4 fixed-rate notes due January 2043 (ISIN: XS0877741479) for an early purchase price of 99.5;

• €96,919,000 outstanding of €150 million series 3 fixed-rate notes due February 2043 (ISIN: XS0888530911) for an early purchase price of 99.5;

• €70,009,000 outstanding of €150 million series 6 fixed-rate notes due March 2043 (ISIN: XS0897950878) for an early purchase price of 99.5;

• €8,895,000 nominal amount outstanding, €1,836,539 amortized amount outstanding, of €300 million series 57 zero-coupon notes due July 2044 (ISIN: XS0439764191), issued by NB Finance Ltd. which replaced BES Finance Ltd. as original issuer, for an early purchase price of 36;

• €63.09 million nominal amount outstanding, €11,804,798 amortized amount outstanding, of €400 million series 20 zero-coupon notes due April 2046 (ISIN: XS1058257905) for an early purchase price of 32.65;

• €274,356,000 nominal amount outstanding, €44,947,671 amortized amount outstanding, of €400 million of series 18 zero-coupon notes due April 2048 (ISIN: XS1053939978) for an early purchase price of 30.55;

• €212,652,000 nominal amount outstanding, €33,686,163 amortized amount outstanding, of €300 million series 7 zero-coupon notes due October 2048 (ISIN: XS0972653132) for an early purchase price of 29.5;

• €258,567,000 nominal amount outstanding, €39,918,389 amortized amount outstanding, of €400 million series 12 zero-coupon notes due February 2049 (ISIN: XS1034421419) for an early purchase price of 29.45;

• €257,202,000 nominal amount outstanding, €34,630,144 amortized amount outstanding, of €400 million series 13 zero-coupon notes due February 2051 (ISIN: XS1038896426) for an early purchase price of 26.8;

• €112,485,000 nominal amount outstanding, €15,119,940 amortized amount outstanding, of the series 14 zero-coupon notes due March 2051 (ISIN: XS1042343308) for an early purchase price of 26.7; and

• €297,335,000 nominal amount outstanding, €37,120,000 amortized amount outstanding, of €400 million series 19 zero-coupon notes due April 2052 (ISIN: XS1055501974) for an early purchase price of 25.5.

Interest will also be paid.

As reported, to be eligible for the full purchase price, tendering security holders could not attend the relevant noteholders’ meeting or have any representation at the meeting.

Tenders may be scaled in relation to the maximum purchase amount.

Rationale

The bank received notice on June 16 that it will be required to comply with the minimum requirement on a consolidated bases at the level of 14.64% of total risk exposure amount by Jan. 1, 2022 and 22.78% of total risk exposure amount from Jan. 1, 2026 onwards.

While the securities were all issued under Portuguese law, banks are strongly encouraged to continue their efforts to introduce recognition clauses to existing contracts or replace instruments without such clauses to achieve further progress towards resolvability.

The bank intends to replace the securities with new notes to comply with the requirements for 2021 and optimize its cost and funding structure.

New notes

The bank intends to offer new euro-denominated senior preferred notes.

Tendering securityholders may be given preference in the allocation of the new notes.

Securityholders who deliver voting-only instructions will not be given any preference.

Details

The deadline for tender instructions was 11 a.m. ET on July 16.

The early settlement announcement date was July 19.

The early settlement date was July 26.

The offers were set to expire at 11 a.m. ET on July 28. Results will be announced as soon as possible, the issuer said.

Settlement for the offers is Aug. 4.

Dealer managers for the offer are Credit Suisse Securities Sociedad de Valores SA (+44 0 20 7883 8763, liability.management@credit-suisse.com), Deutsche Bank AG (+44 0 20 7545 8011), J.P. Morgan AG (+44 0 20 7134 2468, liability_management_EMEA@jpmorgan.com) and Nomura Financial Products Europe GmbH (+44 0 20 7103 2454, liability.management@nomura.com).

The tender agent is Lucid Issuer Services Ltd. (+44 20 7704 0880, novobanco@lucid-is.com, https://deals.lucid-is.com/novobanco).

Novo Banco is a bank based in Lisbon.

© 2015 Prospect News.
All content on this website is protected by copyright law in the U.S. and elsewhere. For the use of the person downloading only.
Redistribution and copying are prohibited by law without written permission in advance from Prospect News.
Redistribution or copying includes e-mailing, printing multiple copies or any other form of reproduction.