Hamburg Commercial gives results of adjourned noteholder meetings

By Marisa Wong

Los Angeles, April 4 – Hamburg Commercial Bank AG announced the results of the adjourned meetings held as a part of its Feb. 13 consent solicitation for 18 series of notes.

The bank was soliciting consents from its subordinated noteholders to maintain the eligibility of the notes as tier 2 instruments.

Meetings were originally held on March 14 for holders of each series to vote on an extraordinary resolution to amend the terms and conditions of the notes. The quorum was not met for three of the March 14 meetings, and those meetings were adjourned to April 4.

The issuer announced on Tuesday that the adjourned meetings were all quorate.

The extraordinary resolution was passed at two of the meetings: for the $25 million subordinated floating-rate notes due Feb. 19, 2031 (ISIN: XS0124807099) issued by Landesbank Schleswig-Holstein Girozentrale and the $22.73 million subordinated floating-rate notes due Jan. 5, 2040 (ISIN: XS0122825754) issued by Landesbank Schleswig-Holstein Girozentrale.

However, the extraordinary resolution was not passed at the meeting for the €92 million subordinated floating-rate notes due Jan. 22, 2041 (ISIN: XS012266723) issued by Hamburgische Landesbank – Girozentrale.

The issuer will implement the proposed changes for the February 2031 notes and the 2040 notes but not the 2041 notes.

The consent fee, payable to holders who voted in favor of the extraordinary resolution relating to the February 2031 notes and the 2040 notes prior to the consent fee deadline, noon ET on March 31, will be paid on April 6.

Prior results

The results of the March 14 meetings were as follows:

• Regarding the €20 million subordinated fixed-rate notes issued by Hamburgische Landesbank – Girozentrale due June 29, 2029 (ISIN: XS0098835761) the meeting was quorate and the extraordinary resolution was passed;

• Regarding the €64 million subordinated floating-rate notes issued by Landesbank Schleswig-Holstein Girozentrale due January 2030 (ISIN: XS0105720881) the meeting was quorate and the extraordinary resolution was passed;

• Regarding the €70 million subordinated floating-rate notes issued by Hamburgische Landesbank – Girozentrale due October 2030 (ISIN: XS0119368222) the meeting was quorate but the extraordinary resolution was not passed;

• Regarding the €50 million subordinated floating-rate notes issued by Hamburgische Landesbank – Girozentrale due October 2030 (ISIN: XS0119368495) the meeting was quorate and the extraordinary resolution was passed;

• Regarding the €50 million subordinated floating-rate notes issued by Hamburgische Landesbank – Girozentrale due October 2030 (ISIN: XS0119436326) the meeting was quorate and the extraordinary resolution was passed;

• Regarding the €50 million subordinated floating-rate notes issued by Hamburgische Landesbank – Girozentrale due November 2030 (ISIN: XS0120017974) the meeting was quorate but the extraordinary resolution was not passed;

• Regarding the €50 million subordinated floating-rate notes issued by Hamburgische Landesbank – Girozentrale due November 2030 (ISIN: XS0120635809) the meeting was quorate but the extraordinary resolution was not passed;

• Regarding the $18.4 million subordinated floating-rate notes issued by Landesbank Schleswig-Holstein Girozentrale due December 2030 (ISIN: XS0122546442) the meeting was quorate and the extraordinary resolution was passed;

• Regarding the €5 million subordinated floating-rate notes issued by Hamburgische Landesbank – Girozentrale due December 2030 (ISIN: XS0123007279) the meeting was quorate and the extraordinary resolution was passed;

• Regarding the €35 million subordinated fixed-rate notes issued by Hamburgische Landesbank – Girozentrale due Dec. 6, 2030 (ISIN: XS0121146137) the meeting was quorate and the extraordinary resolution was passed;

• Regarding the $25 million subordinated floating-rate notes issued by Landesbank Schleswig-Holstein Girozentrale due February 2031 (ISIN: XS0124807099) the meeting was not quorate;

• Regarding the €16 million subordinated floating-rate notes issued by Hamburgische Landesbank – Girozentrale due February 2031 (ISIN: XS0121531122) the meeting was quorate, but the extraordinary resolution was not passed;

• Regarding the €20 million subordinated floating-rate notes issued by Hamburgische Landesbank - Girozentrale due July 2031 (ISIN: XS0133159227) the meeting was quorate, but the extraordinary resolution was not passed;

• Regarding the €50 million subordinated fixed-rate notes issued by Hamburgische Landesbank – Girozentrale due April 26, 2038 (ISIN: XS0096688881), of which there is €42.5 million outstanding, the meeting was quorate and the extraordinary resolution was passed;

• Regarding the €86 million subordinated floating-rate notes issued by Landesbank Schleswig-Holstein Girozentrale due November 2039 (ISIN: XS0104723266), of which there is €80 million outstanding, the meeting was quorate and the extraordinary resolution was passed;

• Regarding the $22.73 million subordinated floating-rate notes issued by Landesbank Schleswig-Holstein Girozentrale due January 2040 (ISIN: XS0122825754) the quorum required for holding the meeting was not satisfied;

• Regarding the €80 million subordinated floating-rate notes issued by Hamburgische Landesbank – Girozentrale due October 2040 (ISIN: XS0119502994) the meeting was quorate and the extraordinary resolution was passed; and

• Regarding the €92 million subordinated floating-rate notes issued by Hamburgische Landesbank - Girozentrale due January 2041 (ISIN: XS0122667230) the quorum required for holding the meeting was not satisfied.

Accordingly, the issuer proceeded with implementation of the proposal for the 2029 notes, the January 2030 notes, the Oct. 25, 2030 notes II, the Oct. 30, 2030 notes, the December 2030 notes, the Dec. 1, 2030 notes, the Dec.6, 2030 notes, the 2038 notes, the 2039 notes and the October 2040 notes.

A consent fee of 0.5% of the outstanding principal amount, payable to eligible noteholders who voted in favor of the extraordinary resolution relating to the 2029 notes, the January 2030 notes, the Oct. 25, 2030 notes II, the Oct. 30, 2030 notes, the December 2030 notes, the Dec. 1, 2030 notes, the Dec. 6, 2030 notes, the 2038 notes, the 2039 notes and the October 2040 notes prior to the consent fee deadline, was paid on March 17.

The consent fee was previously amended to be payable to noteholders who delivered consent instructions in favor of the relevant extraordinary resolution by 11 a.m. ET on March 10. The consent fee deadline had been extended from 11 a.m. ET on Feb. 24. A later consent fee deadline was set for the adjourned meetings.

The structuring adviser and solicitation agent is UBS AG London Branch (+44 20 7568 1121, ol-liabilitymanagement-eu@ubs.com).

The solicitation agents are CaixaBank, SA (+34 91 700 56 09 / 10, 1st.caixabank.lm@caixabank.com) and Landesbank Baden-Wurttemberg (+49 711 127 28682, EMTN@LBBW.de).

The tabulation agent is Kroll Issuer Services Ltd. (+44 20 7704 0880, https://deals.is.kroll.com/hcob).

Landesbank Schleswig-Holstein Girozentrale is a bank based in Kiel, Germany. Hamburg Commercial is a commercial bank with headquarters in Hamburg and Kiel.

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