Hamburg Commercial Bank AG announces bond tender offer17 Jun 2020
*** HAMBURG COMMERCIAL BANK AG announces bond tender offers ***
NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED STATES OF AMERICA AND THE DISTRICT OF COLUMBIA (THE "UNITED STATES") OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS DOCUMENT.
Hamburg, 17 June 2020 – HAMBURG COMMERCIAL BANK AG (the "Company") hereby announces invitations to Noteholders of any of its EUR 500,000,000 0.25% Notes due 2020 (ISIN DE000HSH5W21) (the "2020 Notes") and its EUR 850,000,000 0.375% Notes due 2023 (ISIN DE000HSH5Y29) (the "2023 Notes"), to tender their Notes for repurchase by the Company at the Repurchase Price plus any accrued interest on the Notes until (but excluding) the settlement date (each such solicitation, a "Solicitation", and together, the "Solicitations").
The Solicitations are being made on the terms and subject to the conditions set out in the tender offer memorandum dated 17 June 2020 (the "Tender Offer Memorandum").
Summary of the Solicitations
Description of the Notes / ISIN / Outstanding principal amount / Maximum Acceptance Amount / Repurchase Price / Interpolated Reference Rate / Repurchase Spread
EUR 500,000,000 0.25% Notes due 2020 / DE000HSH5W21 / EUR 500,000,000 / Any and all / EUR 1,003 per specified denomination of EUR 1,000 per Note / n.a. / n.a.
EUR 850,000,000 0.375% Notes due 2023 / DE000HSH5Y29 / EUR 850,000,000 / 350,000,000 / TBD / 2023 Notes Interpolated Reference Rate / +1 bps
The Solicitations are being made as part of the Company's liquidity management and to optimize its financial structure. The Solicitation of the 2020 Notes is not subject to a maximum acceptance amount. The Solicitation of the 2023 Notes is subject to a maximum acceptance amount of EUR 350,000,000.
The Company is under no obligation to accept any offers of Noteholders to sell their Notes. The acceptance of Notes validly tendered is at the sole discretion of the Company. Please refer to the Tender Offer Memorandum which includes full details of the Solicitations and the terms and conditions of the Solicitations. Capitalized terms used and not otherwise defined in this announcement have the meaning given to them in the Tender Offer Memorandum.
17 June 2020: Launch Date
24 June 2020, at 5.00 p.m. (CEST): Expiration Deadline
At or around 10.00 a.m. (CEST) on 25 June 2020: Announcement of Indicative Results (in case of the 2023 Notes)
At or around 2.00 p.m. (CEST) on 25 June 2020: Pricing Time and Pricing Date (in case of the 2023 Notes)
As early as practicable after the Pricing Time on the Pricing Date: Announcement of results
26 June 2020: Expected Settlement Date
Noteholders are advised to check with their bank, securities broker or other intermediary through which they hold their Notes whether such intermediary applies different deadlines for any of the events specified above, and then to allow for such deadlines if such deadlines are prior to those set out above. The deadlines set by any intermediary or the Clearing System may be earlier than the relevant deadlines above.
BNP Paribas (+33 (0) 1 55 77 78 94, [email protected])
Commerzbank Aktiengesellschaft (+49 69 136 59920, [email protected])
Tender Agent: Lucid Issuer Services Limited (+44 20 7704 0880, [email protected])
This notice must be read in conjunction with the Tender Offer Memorandum. Noteholders are advised to read the Tender Offer Memorandum carefully for full details of, and information on, the procedures for participating in the respective Solicitation. None of the Company, the Dealer Managers, the Tender Agent or any of their respective directors, employees or affiliates makes any representation or recommendation whatsoever regarding the Solicitations, or any recommendation as to whether Noteholders should tender Notes in the Solicitations. If any Noteholder is in any doubt as to the action it should take, it is recommended to seek its own advice, including as to any tax consequences, from its tax adviser, stockbroker, bank manager, solicitor, accountant or other independent adviser.
Subject to applicable law and as provided for in the Tender Offer Memorandum, the Company may, in its sole discretion, extend, re-open, amend and/or terminate a Solicitation at any time.
The Solicitations are not being made in the United States or to any U.S. person and are also restricted in other jurisdictions, as more fully described in the Tender Offer Memorandum.