Banca Monte dei Paschi extends consent bid for preferreds by one day

By Susanna Moon

Chicago, Nov. 23 – Banca Monte dei Paschi di Siena SpA extended the consent solicitation for the noncumulative guaranteed trust preferred securities issued by Antonveneta Capital Trust I, Antonveneta Capital Trust II and MPS Capital Trust II until 11 a.m. ET on Nov. 24.

The latest extension was announced in a company notice.

The bank said on Nov. 22 that it extended the solicitation to 11 a.m. ET on Nov. 23 from 11 a.m. ET on Nov. 22.

The trust agreements currently require that if the bank or any of its subsidiaries purchases the securities in a tender offer, the tender offer must be available to all holders. The proposed amendment would permit the bank to make a tender offer to only some eligible holders.

In order to amend the trust agreement of a series of trust preferreds, consents are needed from the holders of a majority of that series of trust preferreds.

Tender offer

On Nov. 14, the bank announced plans to launch tender offers for €4,288,791,663 of subordinated securities, including those subject to the consent solicitation, around the end of November.

In the tender offers, the cash amount due to holders will be mandatorily applied to subscriptions for new ordinary shares.

One tender offer will be made available only in Italy and directed toward holders who are not qualified investors under Consob Regulation No. 11971, except for the upper tier II notes, which will be for all holders.

The second tender offer will be made exclusively to holders who are classified as qualified investors under Consob Regulation No. 11971 or who reside in or outside Italy, excluding holders who are U.S. persons and who are located in the United States.

The purchase prices will be as follows:

• 85% of par for Antonveneta Capital Trust I’s €54.42 million outstanding liquidation preference 80,000 noncumulative floating-rate guaranteed trust preferred securities guaranteed by Banca Monte;

• 85% of par for MPS Capital Trust I’s €241,133,000 of outstanding 7.99% noncumulative trust preferred securities guaranteed by Banca Monte;

• 85% of par for Antonveneta Capital Trust II’s €106,503,000 of outstanding noncumulative floating-rate guaranteed trust preferred securities guaranteed by Banca Monte;

• 20% of par for MPS Capital Trust II’s €28,622,000 of outstanding noncumulative floating-rate guaranteed convertible FRESH preferred securities guaranteed by Banca Monte;

• Par for Banca Monte’s €2,062,267,663 of outstanding tasso variabile subordinated upper tier 2 2008-2018;

• Par for Banca Monte’s €368,269,000 of outstanding subordinated floating-rate notes due 2017;

• Par for Banca Monte’s €103,973,000 of outstanding subordinated lower tier 2 floating-rate notes due 2018;

• Par for Banca Monte’s €76.3 million of outstanding subordinated 10NC5 lower tier 2 notes due October 2018;

• Par for Banca Monte’s €500 million lower tier 2 subordinated 7% notes due 2019;

• Par for Banca Monte’s €368,656,000 of outstanding lower tier 2 subordinated 5% notes due 2020; and

• Par for Banca Monte’s €378,648,000 of outstanding lower tier 2 subordinated 5.6% notes due 2020.

The bank is also evaluating the possibility to launch an offer for the €1 billion floating-rate exchangeable FRESH bonds due Dec. 30, 2099 issued by Mitsubishi UFJ Investor Services & Bank (Luxembourg) SA.

The tender offers were approved by the company’s board of directors on Nov. 14 and are part of a plan that also includes an up to €5 billion capital increase, the deconsolidation of the group’s non-performing loan portfolio through a securitization transaction and a distribution to the bank’s shareholders of securities representing the junior notes issued in the context of the securitization.

The tender offers are contingent on the settlement date being no later than Dec. 31 and the successful outcome of the capital increase.

The tabulation agent for the consent solicitation is Lucid Issuer Services Ltd. (+44 20 7704 0880 or bmps@lucid-is.com).

The Siena, Italy-based bank has appointed J.P. Morgan Securities plc and Mediobanca – Banca di Credito Finanziario SpA as the joint global coordinators of the tender offers. Banco Santander, SA, Citigroup Global Markets Ltd., Credit Suisse Securities (Europe) Ltd., Deutsche Bank AG, London Branch, Goldman Sachs International, Merrill Lynch International and MPS Capital Services Banca per le Imprese SpA will be the dealer managers for the institutional offer, and Lucid Issuer Services will be the tender agent for the institutional offer.

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