Book size: 1400; First Pay: 2027-02-16; Registration: Reg S Only; Comments: EUR500m 5yr cpn fxd 3.00% at 99.461, yld 3.118%. Spread: MS+63bps. DBR 0 02/15/31 + 76.1bps (Spot 88.98) HR 105%. Clean-up Call: 75%. LEI: 815600E4E6DCD2D25E30;
Deal Comments
Social Bond
Reoffer: 5yr: MS+63bp / 99.461 / 3.118%
Benchmark: 5yr: DBR 0 15-Feb-31 @ 88.98 / B+76.1 / HR 105%
Final Books in excess of €1.4bn. Peak book in excess of €1.75bn.
Book Update: Books in excess of €1.75bn
IPTs: 5yr: MS+95a
Issuer: Banco BPM S.p.A. (Ticker: BAMIIM)
Issuer LEI: 815600E4E6DCD2D25E30
Issuer Ratings: Baa1(st)/BBB(pos)/BBB(st)/BBB high(st) (Moody's/S&P/Fitch/DBRS)
Expected Issue Ratings: Baa1/BBB/BBB+/BBB high (Moody's/S&P/Fitch/DBRS)
Notes: EUR Fixed Rate Senior Preferred Notes
Format: Reg S (Cat2), Dematerialised
Status: Senior Preferred Notes
Issue Size: €500m
Pricing Date: 09-Feb-26
Issue Date: 16-Feb-26 (T+5)
Maturity Date: 16-Feb-31
Final Spread: MS+63bps
Reoffer: 99.461 / 3.118%
Benchmark: DBR 0 15-Feb-31 + 76.1bps (Spot 88.98) HR 105%
Coupon: 3.00%
Bail-in Acknowledgement: Each Noteholder acknowledges and agrees to be bound by the exercise of any Bail-In Power by the Relevant Authority
Waiver of Set-Off: Each Noteholder unconditionally and irrevocably waives any right of set-off, netting, counterclaim, abatement or other similar remedy which it might otherwise have under the laws of any jurisdiction in respect of such Notes, as set out in the Terms and Conditions of the Dematerialised Notes
Interest Payment Dates: 16 February in each year starting 16-Feb-27 up to and including the Maturity Date
Use of Proceeds: An amount equivalent to the net proceeds of the notes will be allocated to finance or refinance, in whole or in part, Eligible Social Loans as defined within the Issuer’s Green, Social & Sustainability Bond Framework dated November 2023 available on the Issuer's website at https://gruppo.bancobpm.it/media/dlm_uploads/BancoBPM_Green_Social_and_Sustainability_Bonds_Framework_2023.pdf
SPO: from ISS-Corporate available at https://gruppo.bancobpm.it/media/dlm_uploads/BancoBPM_Second-Party-Opinion_ISS-ESG_2023.pdf
ESG Investor Presentation: https://gruppo.bancobpm.it/media/dlm_uploads/Investor-Presentation-Social-SP-Bond.pdf
Issuer Call due to MREL Disqualification Event: Redeemable at any time at the option of the Issuer upon a MREL Disqualification Event, in whole but not in part, subject to certain conditions set out in the Terms and Conditions of the Dematerialised Notes (including prior permission of the Relevant Authority)
Modification: Upon a MREL Disqualification Event, an Alignment Event, and/or to ensure the effectiveness and enforceability of the Bail-in Power, the Issuer may modify the terms of all (but not some only) of the Notes, subject to certain conditions set out in the Terms and Conditions of the Dematerialised Notes (including prior permission of the Relevant Authority)
Clean-up Redemption Call: Applicable (75%)
Listing: Luxembourg Stock Exchange’s Regulated Market
Clearing: Monte Titoli
Denominations: EUR 100k + 1k
Selling Restrictions: The Notes may only be offered and sold outside the United States to non U.S. persons in reliance on Regulation S under the Securities Act. Further selling restrictions are incorporated in the section “Subscription and Sale” of the Base Prospectus. TEFRA not applicable
Governing Law: Italian Law
Documentation: The Issuer’s €25bn EMTN Programme dated 16-May-25 and supplemented on 17-Sep-25, 23-Dec-25 and 06-Feb-26
ISIN: IT0005695454
ESG Advisor: Crédit Agricole CIB
Joint Lead Managers: Banca Akros, BBVA, Crédit Agricole CIB (B&D), Deutsche Bank, Mediobanca, Nomura, Santander
Target Markets: Manufacturer target market (EU MiFID II and UK MiFIR product governance) is eligible counterparties and professional clients only (all distribution channels). No EU PRIIPs or UK PRIIPs key information document has been prepared as not available to retail in EEA or the UK.
Advertisement: The Base Prospectus and any supplements are available at: https://gruppo.bancobpm.it/en/investor-relations/debt-instruments/international-issues/ and the Final Terms, when published, will be available on the website of the regulated market at: https://www.bourse.lu/programme/Programme-BcBPM/14434
Timing: Priced
ToE: 14.46 UKT / 15.46 CET
FTT: 15.05 UKT / 16.05 CET