UniCredit S.p.A
Industry: Banks
Country: Italia
Notes: Non-Cumulative Temporary Write-Down Deeply Subordinated Fixed Rate Resettable EUR Notes
Maturity: Perpetual (maturity linked to corporate duration of Unicredit S.p.A)
Pricing date: [3] September 2014
Settlement: [10] September 2014 (T+5)
Size: EUR Benchmark
IPT: 6.75% area
Optional call: • At Year 7, [10] September 2021, (the First Call Date) or at any interest payment date thereafter
• Redemption price will be equal to the prevailing principal amount
• Redemption subject to regulatory approval
Ranking: Subordinated, ranking junior to all indebtedness pari passu with other Tier 1 securities and senior to share capital
Coupons: • Fixed Rate of [ ]% per annum until the First Call Date and thereafter reset every 5 years to the then 5-Year Mid-Swap Rate + [Initial Spread] (non step)
• Non-cumulative and in each case payable semi-annually
Coupon Payment Dates: [10] March and [10] September of each year according to the Business Day Convention, starting [10] March
Optional Cancellation: • The Issuer may decide in its sole discretion, to cancel any payment of interest on any interest payment date on a non-cumulative basis
• No dividend pusher / no dividend stopper
Mandatory Cancellation: Mandatory Cancellation upon (i) insufficient Available Distributable Items; (ii) distributions exceeding Maximum Distributable Amount or (iii) a Loss Absorption Event
Early Redemption: • Tax Call (deductibility or additional amounts) at any time at the Prevailing Principal Amount
• Regulatory Call (Loss of recognition as AT1 in whole or in part) at any time at the Prevailing Principal Amount, in each case, subject to regulator approval
Loss Absorption Event: • If CET1 Ratio of the Group or Issuer at any time has fallen below 5.125 per cent or the then minimum trigger specified in the relevant regulation to Additional Tier 1 instruments (excluding any guidelines or policies of non-mandatory application), then the Issuer shall cancel any interest accrued and reduce the then outstanding principal amount by the amount required to remedy the trigger breach taking into consideration other instruments with similar write down triggers
• The principal of the Notes may not be reduced to less than one cent and following a write down, coupons will be based on the Prevailing Principal
Discretionary Reinstatement: If the Issuer or if permitted the Group records a net profit, the Issuer may, in its full discretion and subject to the Maximum Distributable Amount, increase the Prevailing Principal Amount Amount of the Notes on a pro-rata basis with similar AT1 instruments, the aggregate of write-up amount and interest payments (since end of previous financial year) sum not exceeding the Maximum Write-Up Amount
Listing: Luxembourg
Governing Law: English Law; except subordination clause governed by Italian Law
Denomination: EUR 200,000 + EUR 1,000 thereafter
Expected Rating: BB- (Fitch)
U.S. Selling Restrictions: The Notes may be offered and sold outside the United States to non U.S. persons in reliance on Regulation S under the Securities Act
Joint Bookrunners: BofAML, CA-CIB, CS, DB, UniCredit
5Y CDS SUB 117 b.p.