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NIBC Bank N.V. - Tender Offer (Dec 2023) - Launch

NIBC Bank N.V. announces a tender offer for its outstanding €100,000,000 euro fixed/floating rate perpetual debt securities (ISIN: XS0249580357) and its outstanding U.S.$100,000,000 CMS linked perpetual debt securities (ISIN: XS0215294512)

05 DECEMBER 2023


Full announcements, including disclaimers and restrictions available via NIBC Bank N.V.


NIBC Bank N.V. (formerly known as NIBC Capital Bank N.V.) (the "Issuer") has today launched invitations to holders of its outstanding (i) €100,000,000 Euro Fixed/Floating Rate Perpetual Debt Securities (ISIN: XS0249580357) (the "EUR Notes") and/or (ii) U.S.$100,000,000 CMS Linked Perpetual Debt Securities (ISIN: XS0215294512) (the "USD Notes" and together with the EUR Notes, the "Notes") to tender any and all such Notes for purchase by the Issuer for cash (each such invitation an "Offer" and, together, the "Offers").

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SUMMARY OF THE OFFERS



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"RATIONALE FOR THE OFFERS


The Issuer is making the Offers in order to provide liquidity to the holders of the EUR Notes and USD Notes while optimising its funding and liquidity position.


The Offer in respect of the USD Notes also provides holders of the USD Notes with the opportunity to reduce their U.S. Dollar LIBOR exposures.


INTENTION FOR FUTURE CONSENT SOLICITATION OF USD NOTES


Following the Settlement Date and ahead of the next interest payment date (being 24 March 2024) the Issuer intends to invite any remaining holders of the USD Notes to consent to certain modifications to the Conditions of the USD Notes to replace the current U.S. Dollar LIBOR swap rate used in the determination of the interest rate for such USD Notes following the cessation of the publication of such U.S. Dollar LIBOR swap rate on 30 June 2023.


The methodology for changes proposed in the intended consent solicitation will be in line with the ARRC recommendations for contracts linked to the USD LIBOR ICE Swap Rate, as published on 8 June 2022. Therein, a fallback formula is given for calculating a replacement rate. The proposals will also include appropriate updates to the fallback language in the USD Notes, and technical adjustments for day count conventions and payment frequencies.


The Issuer may consider offering a modest work fee to holders of the USD Notes participating in the consent solicitation. 


If the consent is not passed, the ultimate contractual fallback under the terms of the USD Notes is that the rate of interest will be the same as the rate determined in relation to the preceding interest determination date."


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****PREVIOUS OFFER BELOW****


 

NIBC Bank N.V. announces final results of the tender offer for its outstanding senior non-preferred unsecured notes due 2024 - XS1978668298

17 NOVEMBER 2023


Full announcements, including disclaimers and restrictions available via NIBC Bank N.V. 


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"The Issuer confirms that the New Financing Condition is satisfied and hereby announces that it will accept all validly tendered Notes pursuant to the Offer for purchase in cash as set out in the table below.


The final results of the Offer are as follows:


The Offer remains subject to the conditions and restrictions set out in the Tender Offer Memorandum.


Payment of the Purchase Consideration and the Accrued Interest Payment in respect of the Notes accepted for purchase by the Issuer pursuant to the Offer will occur on the Settlement Date which is expected to be 20 November 2023.


All Notes purchased pursuant to the Offer will be cancelled."


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NIBC Bank N.V. announces any and all tender offer on the senior non-preferred notes due 2024 - XS1978668298


09 NOVEMBER 2023


Full announcements, including disclaimers and restrictions available via NIBC Bank N.V.


"NIBC Bank N.V. (the "Issuer") has today launched its invitation to holders of its outstanding EUR 500,000,000 2.000 per cent. Senior Non-Preferred Unsecured Notes due 9 April 2024 (issued in one tranche of EUR 300,000,000 on 9 April 2019 and one tranche of EUR 200,000,000 issued on 10 June 2020, which tranches were then consolidated to form a single series) (ISIN: XS1978668298) (the "Notes") to tender any and all such Notes for purchase by the Issuer for cash (such invitation, the "Offer"). The Offer is being made subject to applicable law and regulation, on the terms and subject to the conditions and the offer and distribution restrictions described in the tender offer memorandum dated 9 November 2023 (the "Tender Offer Memorandum")."


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Summary of the Offer


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"Rationale for the Offer


The Issuer is making the Offer in order to provide liquidity to the holders of the Notes while optimising its funding and liquidity position. The Offer also provides the holders of the Notes with an opportunity to sell their Notes ahead of their maturity date and to receive, at the sole and absolute discretion of the Issuer, priority in the allocation of the New Notes as further described below.


Notes purchased by the Issuer pursuant to the Offer will be cancelled and will not be re-issued or re-sold."


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...(U.S. Toll Free), 1-212-430-3774 (Banks and Brokers)."

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