Book size: 2100; First Pay: 2027-03-09; Registration: Reg S Only; Comments: EUR600m Hybrid Green PNC7 cpn fxd 3.95% at 100, yld 3.95%. MWC: B+25bps. First Reset Date: 3/9/2033. CoC: Yes. Tax Call: Yes. LEI: 5493004PZNZWWBOUV388;
Deal Comments
Reoffer: PerpNC7: DBR+149bp / 100 / 3.950%
Benchmark: PerpNC7: DBR 2.3 15-Feb-33 @ 98.987 / 2.460%
Final books > €2.1bn. Peak book in excess of €5.4bn.
Launched: PerpNC7: €600m @ 3.950% - Books in excess of €5.4bn.
IPTs: PerpNC7: 4.500% area
Issuer: Iberdrola Finanzas S.A.U. (Ticker: IBESM; Country: ES)
Guarantor: Iberdrola S.A.
Senior Rating (M/S/F): Baa1 (stable) / BBB+ (stable) / A- (stable)
Expected Issue Rating (M/S/F): Baa3 / BBB- / BBB
Exp. Equity Content (M/S/F): Basket M (50%) / 50% until the First Reset Date / 50% exp.
Status/Subordination of the Notes: Direct, unsecured, subordinated obligations of the Issuer senior only to Junior Obligations of the Issuer
Status/Subordination of the Guarantee: Direct, unsecured, subordinated obligations of the Guarantor senior only to Junior Obligations of the Guarantor
Form and Denominations: Reg S / Bearer form / €100k + €100k
Maturity / Call: Perpetual NC7
First Call Date: 9-Dec-32
First Reset Date: 9-Mar-33
Currency / Size: €600m
Reoffer: 100.00 / 3.950% / DBR 2.3 15-Feb-33 + 149.0bps (98.987 / 2.460%)
MWC: B+25bps
Settlement: 9-Mar-26 (T+7)
Optional Redemption: 3-month par call from the First Call Date until (and including) the First Reset Date. Call option at par on any Interest Payment Date thereafter. At the Make-Whole Amount (present value of remaining cash flows to the Optional Redemption Date discounted at Bunds + Redemption Margin (15% reoffer spread, capped at +50bp)) at any time other than (i) during the period from and including the First Call Date to and including the First Reset Date and (ii) on any subsequent Interest Payment Date
Interest Payment Dates: 9 March in each year, commencing on 9-Mar-27
Interest: 3.950% annual fixed until First Reset Date. Then reset every 5 years at 5yr Mid-swaps + relevant margin (incl. relevant step ups), subject to Benchmark Discontinuation provisions
Margins: 142bps from the First Reset Date to the First Step-up Date (the initial margin). 1st Step-Up - Additional +25 bps from 9-Mar-38 (5 years after the First Reset Date). 2nd Step-Up - Additional +75 bps (+100bps cumulative) from 9-Mar-53 (20 years after the First Reset Date)
Day Count Fraction: ACT/ACT
Interest Deferral: Optional deferral (in whole or in part) at any time, cumulative, compounding, subject to settlement at the Issuer’s option at any time (in whole or in part), and mandatory settlement (in whole but not in part) upon payment of discretionary dividends on ordinary shares (other than in respect of any dividend declaration made exclusively in Ordinary Shares of the Guarantor), discretionary repurchase of Junior or Parity Obligations, the next Interest Payment Date on which the Issuer does not defer interest in whole, redemption of the Securities, or the winding-up, dissolution or liquidation of the Issuer or the Guarantor
Special Redemption Events: Upon the occurrence of a Withholding Tax Event, Change of Control, Substantial Purchase Event (≥75 % repurchased): at par. Upon the occurrence of an Accounting Event, Capital Event, Tax Event: 101% prior to 9-Dec-32, at par thereafter
Change of Control: 500bps step-up upon the occurrence of a Change of Control Call Event, and if the Securities are not called at par
Substitution and Variation: At any time the Issuer may, upon the occurrence of a Tax Event, a Withholding Tax Event, an Accounting Event or a Capital Event, exchange the Subordinated Notes for new subordinated notes and/or vary the terms of the Subordinated Notes
Replacement Language: Intent based, with customary carve-outs
Use of Proceeds: 100% of the net proceeds of the issue of the Subordinated Notes will be on-lent or deposited with another member or members of the Iberdrola Group and used to finance or refinance, in whole or in part, environmentally sustainable activities under Article 3 of Regulation (EU) 2020/852, as detailed in the Issuer’s European Green Bond Factsheet. None of the Green Bond Specific factsheet and External Review is incorporated in, or forms part of, the Base Prospectus. Green Bond Specific Factsheet External Review - https://www.iberdrola.com/shareholders-investors/investors/fixed-income/information-related-to-green-finance
Governing law: English law, except securities status/subordination and guarantee status/subordination governed by Spanish Law
Documentation: Pursuant to the €40,000,000,000 Programme for the Issuance of Debt Instruments dated 2-Jun-25
Denominations: €100k x 100k
Listing: Luxembourg Stock Exchange (regulated market)
Global Coordinators: BNP Paribas, HSBC
Green Structuring Advisor: BNP Paribas
Active Bookrunners: BBVA, BNP Paribas, Commerzbank, HSBC (B&D), Natixis, Santander, SMBC, UniCredit
Issuer LEI: 5493004PZNZWWBOUV388
Guarantor LEI: 5QK37QC7NWOJ8D7WVQ45
ISIN: XS3307259237
Stabilisation: Relevant stabilisation regulations including FCA/ICMA apply
Target Market: Manufacturer target market (MIFID II and UK MiFIR) is Eligible Counterparties and Professional clients only (all distribution channels). No EU PRIIPs key information document (KID) or UK PRIIPS KID has been prepared as not available to retail in EEA or in the UK
Selling Restrictions: Regulation S (Cat 2), TEFRA D rules apply, no communications with or into the U.S. No sales to EEA or UK retail
Advertisement: The final terms, when published, will be available at www.luxse.com and www.iberdrola.com
TOE / FTT: TOE: 16:42 UKT / FTT: 07:30 UKT tomorrow, 27-Feb-26
Guarantor(s)
Iberdrola SA
Use of Proceeds
To finance or refinance, in whole or in part, environmentally sustainable activities