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Published on 11/13/2015 in the Prospect News Distressed Debt Daily and Prospect News Liability Management Daily.

Eurobank Ergasias wraps tender offer for 20 series of securities

By Susanna Moon

Chicago, Nov. 13 – Eurobank Ergasias SA said it completed the tender offer for the outstanding tier two securities issued by the bank, the outstanding tier one securities issued by ERB Hellas Funding Ltd. and the outstanding senior securities issued by ERB Hellas plc and ERB Hellas (Cayman Islands) Ltd.

Investors had tendered €191,037,000 of the bank’s €266,845,000 callable step-up subordinated floating-rate instruments due 2017. The purchase price is 80% of the outstanding principal amount plus accrued interest.

Investors also had tendered the following amount of tier one securities issued by ERB Hellas Funding:

• €294,000 of the €2,131,000 series A CMS-linked noncumulative guaranteed non-voting preferred securities;

• €875,000 of the €4,629,000 series B fixed-to-floating-rate noncumulative guaranteed non-voting preferreds;

• €31,413,000 of the €50,359,000 series C 6% noncumulative guaranteed non-voting preferreds; and

•€900,000 of the €21 million series D 8.25% noncumulative guaranteed non-voting exchangeable preferred securities.

For each of these securities, the purchase price is 50% of the liquidation preference.

In addition, investors tendered the following amount of senior securities issued by ERB Hellas or ERB Hellas (Cayman Islands):

• €251,825,000 of the €294,790,000 of 4Ό% instruments due 2018 with a tender price of par;

• None of the €5 million one coupon invest I instruments due 2017 with a tender price of 107.2;

• None of the €35 million range accrual instruments due 2016 with a tender price of par;

• €5.25 million of the €6.17 million inflation capped floating-rate instruments due 2016 with a tender price of par;

• All of the €12.6 million one coupon invest IV instruments due 2017 with a tender price of 117;

• All of the €22.1 million one coupon profit lock II instruments due 2017 with a tender price of 148;

• All of the €18 million profit lock gold instruments due 2016 with a tender price of 122.6;

• All of the €40.9 million one coupon invest III instruments due 2017 with a tender price of 146.6;

• €200,000 of the €4.2 million autocallable Pegasus (EUR) instruments linked to the performance of the Dow Jones Euro Stoxx 50, S&P 500 and Nikkei 225 indexes due 2018 with a tender price of 79;

• €125,000 of the €4,881,000 fixed-rate putable instruments due 2019 with a tender price of par;

• €150,000 of the €5,982,000 fixed-rate putable instruments due 2019 with a tender price of par;

• None of the €18,472,000 fixed-rate putable instruments due 2019 with a tender price of par;

• All of the €31 million coupon temple instruments due 2016 with a tender price of 168.2;

• All of the €33 million one coupon invest II instruments due 2017 with a tender price of 150.6; and

• None of the $450,000 10-year callable range accrual instruments due 2017 with a tender price of 97.7.

For the securities with a tender price of par, the payment will also include accrued interest. For the other securities the price is relative to the nominal amount.

Holders who participate will not receive cash. Instead, the cash they would have received will be used to purchase new ordinary shares of the bank on their behalf.

The price for the new shares will be the same as the price at which new shares will be issued to investors participating in the bank’s share capital increase. That price will be established through a bookbuilding process.

The tender offer ended at 11 a.m. ET on Nov. 11 with settlement slated for Nov. 13, and the new shares will be issued Nov. 25.

The bank said the tender offer and capital increase will address the potential shortfall in its capital requirement that may be identified by the comprehensive assessment of the Greek banking sector being conducted by the Single Supervisory Mechanism. The bank expects to seek government aid if it does not generate enough common equity tier 1 capital to address the capital requirement.

The bank noted that under European Union state aid rules, it will not be entitled to benefit from state aid without mandatory burden-sharing being imposed on equity, hybrid capital and subordinated creditors.

The dealer managers are BNP Paribas (+44 20 7595 8668 or liability.management@bnpparibas.com), HSBC Bank plc (+44 20 7992 6237 or liability.management@hsbcib.com), Mediobanca – Banca di Credito Finanziario SpA (+39 02 8829984 or MB_Liability_Management_FIG@mediobanca.com) and Merrill Lynch International (+44 207 996 5698 or christopher.dodman@baml.com). Deutsche Bank AG, London Branch (44 20 7547 5000 or xchange.offer@db.com) is the offer agent.

Eurobank Ergasias is a bank based in Athens.


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