Hamburg Commercial seeks consents to amend four classes of floaters

By Marisa Wong

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

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 meeting is one or more persons representing in the aggregate at least 75% nominal amount of the notes outstanding. If a meeting is adjourned, the quorum will drop down to 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.

The deadline for receiving the consent fee is 11 a.m. ET on Sept. 23.

The consent solicitations expire at 11 a.m. ET on Oct. 7.

The meetings will be held on Oct. 11, starting at 6 a.m. ET. The meeting for the 2030 notes will be 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. Results will be announced soon after that.

Execution and delivery of a supplemental agency agreement is expected to be on or around Oct. 11.

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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