Hamburg Commercial gets votes for one class of floaters, adjourns meetings for other three

By Marisa Wong

Los Angeles, Oct. 11 – Hamburg Commercial Bank AG announced results of its Sept. 12 consent solicitation for four classes of notes issued by Landesbank Schleswig-Holstein Girozentrale, according to a notice.

The four classes of subordinated floating-rate notes are the $18.4 million notes due Dec. 29, 2030 (ISIN: XS0122546442), $25 million notes due Feb. 19, 2031 (ISIN: XS0124807099), $143 million notes due March 21, 2031 (ISIN: XS0126551695) and $22.73 million notes due Jan. 5, 2040 (ISIN: XS0122825754).

Noteholder meetings were held on Oct. 11, starting at 6 a.m. ET. The meeting for the 2030 notes was held first, followed by the meeting for the February 2031 notes, then the meeting for the March 2031 notes and finally the meeting for the 2040 notes.

The extraordinary resolution passed at the meeting for holders of the March 2031 notes. That meeting’s quorum was met, and 100% of the votes cast were in favor of the proposals, according to a notice on Monday. The consent fee for eligible holders of the March 2031 notes will be paid on Oct. 14.

However, the quorum was not met at any of the other three meetings. The meetings for the 2030 notes, February 2031 notes and 2040 notes will be adjourned to Nov. 2.

The consent fee deadline and expiration of the consent solicitation have also been extended for those three classes to 11 a.m. ET on Oct. 31.

The deadline for receiving the consent fee had been 11 a.m. ET on Sept. 23, and the consent solicitations had originally been set to expire at 11 a.m. ET on Oct. 7.

As reported, the company is inviting holders of the notes to consent, by way of extraordinary resolutions at separate noteholder meetings, to some amendments to the terms and conditions of each class to (i) include new fallback provisions relating to the replacement of Libor with SOFR; and (ii) include a new condition 19 (recognition of bail-in) relating to the recognition by noteholders of the resolution powers of the relevant resolution authority in relation to the notes, specifically to maintain the eligibility of each class as tier 2 instruments under the CRR and as MREL eligible liabilities.

The quorum required at each original meeting was one or more persons representing in the aggregate at least 75% nominal amount of the notes outstanding. At the adjourned meetings, the quorum is one or more persons representing a majority of the notes.

To be passed at a meeting, the extraordinary resolution requires a majority in favor consisting of at least 75% of the votes cast.

The company is offering a 0.5% consent fee. Payment will be no later than five business days after the meetings.

UBS AG London Branch (+44 20 7568 1121; ol-liabilitymanagement-eu@ubs.com) is the solicitation agent.

Kroll Issuer Services Ltd. (attn.: Owen Morris / Harry Ringrose; +44 20 7704 0880; hcob@is.kroll.com; https://deals.is.kroll.com/hcob) is the tabulation agent.

Deutsche Bank AG, London Branch (DAS-EMEA@list.db.com) is the issue agent.

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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