Hamburg Commercial announces results of consent solicitation meetings

By Mary-Katherine Stinson

Lexington, Ky., March 15 – Hamburg Commercial Bank AG announced the results of meetings held as a part of the bank’s consent solicitation for 18 series of notes, according to a notice.

The bank was soliciting consents from its subordinated noteholders to maintain the eligibility of the notes as tier 2 instruments.

Meetings were held starting at 6 a.m. ET on March 14 at the offices of Mayer Brown International in London, as previously reported.

Quorums were needed at each of the meetings. Meetings could be adjourned for lack of a quorum.

The notes listed in the consent solicitation, along with their results, are as follows:

• Regarding the €20 million subordinated fixed-rate notes issued by Hamburgische Landesbank - Girozentrale due June 29, 2029 (ISIN: XS0098835761) the meeting was quorate and the extraordinary resolution was passed;

• Regarding the €64 million subordinated floating-rate notes issued by Landesbank Schleswig-Holstein Girozentrale due January 2030 (ISIN: XS0105720881) the meeting was quorate and the extraordinary resolution was passed;

• Regarding the €70 million subordinated floating-rate notes issued by Hamburgische Landesbank - Girozentrale due October 2030 (ISIN: XS0119368222) the meeting was quorate but the extraordinary resolution was not passed;

• Regarding the €50 million subordinated floating-rate notes issued by Hamburgische Landesbank - Girozentrale due October 2030 (ISIN: XS0119368495) the meeting was quorate and the extraordinary resolution was passed;

• Regarding the €50 million subordinated floating-rate notes issued by Hamburgische Landesbank - Girozentrale due October 2030 (ISIN: XS0119436326) the meeting was quorate and the extraordinary resolution was passed;

• Regarding the €50 million subordinated floating-rate notes issued by Hamburgische Landesbank - Girozentrale due November 2030 (ISIN: XS0120017974) the meeting was quorate but the extraordinary resolution was not passed;

• Regarding the €50 million subordinated floating-rate notes issued by Hamburgische Landesbank - Girozentrale due November 2030 (ISIN: XS0120635809) the meeting was quorate but the extraordinary resolution was not passed;

• Regarding the $18.4 million subordinated floating-rate notes issued by Landesbank Schleswig-Holstein Girozentrale due December 2030 (ISIN: XS0122546442) the meeting was quorate and the extraordinary resolution was passed;

• Regarding the €5 million subordinated floating-rate notes issued by Hamburgische Landesbank - Girozentrale due December 2030 (ISIN: XS0123007279) the meeting was quorate and the extraordinary resolution was passed;

• Regarding the €35 million subordinated fixed-rate notes issued by Hamburgische Landesbank - Girozentrale due Dec. 6, 2030 (ISIN: XS0121146137) the meeting was quorate and the extraordinary resolution was passed;

• Regarding the $25 million subordinated floating-rate notes issued by Landesbank Schleswig-Holstein Girozentrale due February 2031 (ISIN: XS0124807099) the meeting was not quorate;

• Regarding the €16 million subordinated floating-rate notes issued by Hamburgische Landesbank - Girozentrale due February 2031 (ISIN: XS0121531122) the meeting was quorate, but the extraordinary resolution was not passed;

• Regarding the €20 million subordinated floating-rate notes issued by Hamburgische Landesbank - Girozentrale due July 2031 (ISIN: XS0133159227) the meeting was quorate, but the extraordinary resolution was not passed;

• Regarding the €50 million subordinated fixed-rate notes issued by Hamburgische Landesbank - Girozentrale due April 26, 2038 (ISIN: XS0096688881), of which there is €42.5 million outstanding, the meeting was quorate and the extraordinary resolution was passed;

• Regarding the €86 million subordinated floating-rate notes issued by Landesbank Schleswig-Holstein Girozentrale due November 2039 (ISIN: XS0104723266), of which there is €80 million outstanding, the meeting was quorate and the extraordinary resolution was passed;

• Regarding the $22.73 million subordinated floating-rate notes issued by Landesbank Schleswig-Holstein Girozentrale due January 2040 (ISIN: XS0122825754) the quorum required for holding the meeting was not satisfied;

• Regarding the €80 million subordinated floating-rate notes issued by Hamburgische Landesbank - Girozentrale due October 2040 (ISIN: XS0119502994) the meeting was quorate and the extraordinary resolution was passed; and

• Regarding the €92 million subordinated floating-rate notes issued by Hamburgische Landesbank - Girozentrale due January 2041 (ISIN: XS0122667230) the quorum required for holding the meeting was not satisfied.

A consent fee of 0.5% of the outstanding principal amount, payable to eligible noteholders who voted in favor of the extraordinary resolution relating to the 2029 notes, the January 2030 notes, the Oct. 25, 2030 notes II, the Oct. 30, 2030 notes, the December 2030 notes, the Dec. 1, 2030 notes, the Dec. 6, 2030 notes, the 2038 notes, the 2039 notes and the October 2040 notes prior to the consent fee deadline, will be paid on March 17.

A consent fee of 0.5% of the outstanding principal amount will now be payable to noteholders who delivered consent instructions in favor of the relevant extraordinary resolution by the expiration deadline of the consent solicitation, which was 11 a.m. ET on March 10. The consent fee deadline had been extended from 11 a.m. ET on Feb. 24.

Accordingly, the issuer will proceed with implementation of the proposal for the 2029 notes, the January 2030 notes, the Oct. 25, 2030 notes II, the Oct. 30, 2030 notes, the December 2030 notes, the Dec. 1, 2030 notes, the Dec.6, 2030 notes, the 2038 notes, the 2039 notes and the October 2040 notes and arrange for the relevant supplemental agency agreement relating to each class to be executed by the relevant parties.

Since the relevant quorum for each of the meetings related to the 2031 notes, the 2040 notes and the 2041 notes has not been satisfied, the meetings were each adjourned. Adjourned meetings have been called at and from 7 a.m. ET on April 4 at the offices of Mayer Brown International LLP in London.

The consent fee deadline and expiration deadline in respect of the adjourned meeting notes is extended to 12 p.m. ET (noon) on March 31. Eligible Noteholders who deliver and do not subsequently revoke a valid consent instruction in favor of the extraordinary resolution by the deadline will also be paid the consent fee.

Payment of the consent fee is expected five business days after the relevant meeting.

The structuring adviser and solicitation agent is UBS AG London Branch (+44 20 7568 1121, ol-liabilitymanagement-eu@ubs.com).

The solicitation agents are CaixaBank, SA (+34 91 700 56 09 / 10, 1st.caixabank.lm@caixabank.com) and Landesbank Baden-Wurttemberg (+49 711 127 28682, EMTN@LBBW.de).

The tabulation agent is Kroll Issuer Services Ltd. (+44 20 7704 0880, https://deals.is.kroll.com/hcob).

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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