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by Chris Reich
Sep 22, 2025 5:49 AM ET
Turkiye Is Bankasi AS (ISCTR), exp issue ratings B by Fitch (issuer ratings Ba3/BB- (s/s) by Moody's/Fitch), US$500m (no grow) 144A/Reg S 10.5nc5.5 fixed rate reset Basel III-compliant Tier 2 notes due 4/2/36. BofA/FADB/HSBC/Mashreq/Miz/StanChart (B&D) joint books. Coupon: From (and including) the Issue Date to (but excluding) the Reset Date at a fixed rate of ●% per annum. From (and including) the Reset Date to (but excluding) the Maturity Date, the Notes will bear interest at the rate per annum equal to the aggregate of (i) the Reset Margin and (ii) the CMT Rate. Interest on the Notes will be payable semi-annually in arrear on each Interest Payment Date (i.e., 2 April and 2 October in each year, commencing 2 April 2026 (long first coupon)) up to (and including) the Maturity Date. Listing: Euronext Dublin Global Exchange Market. Governing Law: English law (save for the provisions of Condition 3 (including as referred to in Condition 6) of the terms and conditions of the Notes, which will be governed by, and construed in accordance with, Turkish law). Denoms: USD200,000 x USD1,000. UOP: gcp. Netroadshow: URL: www.netroadshow.com / Entry Code: IsbankSep25. Direct Link: www.netroadshow.com/nrs/home/#!/?show=7ab9810c (Recommended). Pricing 9/22. Settle 9/29 (T+5). 144A ISIN: US900151AN19. IPTs: 7.875% area.
OTHER:
Issuer Call | The Issuer may, having given not less than 30 nor more than 60 days’ notice to the Noteholders (which notice will be irrevocable and will specify the date fixed for redemption), redeem all, but not some only, of the Notes, subject (if required by applicable law) to having obtained the prior approval of the BRSA, on any Payment Business Day from (and including) 2 January 2031 to (and including) the Reset Date, in each case at their respective then Prevailing Principal Amount together with all interest accrued and unpaid to (but excluding) the date of redemption. |
Reset Date | 2 April 2031 |
Coupon | From (and including) the Issue Date to (but excluding) the Reset Date at a fixed rate of ●% per annum. From (and including) the Reset Date to (but excluding) the Maturity Date, the Notes will bear interest at the rate per annum equal to the aggregate of (i) the Reset Margin and (ii) the CMT Rate. Interest on the Notes will be payable semi-annually in arrear on each Interest Payment Date (i.e., 2 April and 2 October in each year, commencing 2 April 2026 (long first coupon)) up to (and including) the Maturity Date |
Reset Margin | ●% per annum |
Other Optional Early Redemption Events: (i) a Tax Event; or (ii) a Capital Disqualification Event | Subject to the certain conditions (including the prior approval of the BRSA, if required by applicable law) and upon giving the required notice, the Issuer may redeem the Notes on any Payment Business Day at their respective then Prevailing Principal Amount together with all interest accrued and unpaid to (but excluding) the date of redemption upon the occurrence of (i) a Tax Event; or (ii) a Capital Disqualification Event (full or partial exclusion from the Tier 2 Capital of the Issuer) |
Substitution or Variation instead of Redemption | If at any time a Tax Event or a Capital Disqualification Event has occurred that then allows the Issuer to redeem the Notes, the Issuer may, instead of giving notice to redeem the Notes, but subject to compliance with Applicable Banking Regulations (including, if applicable, the prior approval of the BRSA) and upon giving the required notice, at any time (without any requirement for the consent or approval of the Noteholders) either substitute all (but not some only) of the Notes for Qualifying Tier 2 Securities or vary the terms of the Notes so that they remain or become (as applicable) Qualifying Tier 2 Securities. |
Non-Viability/Write-Down of the Notes | The Notes are subject to loss absorption upon the occurrence of a Non-Viability Event (as may be determined by the BRSA), which may result in permanent write-down of the whole or part of the Notes in conjunction with loss absorption by Junior Loss-Absorbing Instruments, taking into account: (a) the absorption of losses by all Junior Loss-Absorbing Instruments to the maximum possible in accordance with the provisions thereof and to the maximum extent allowed by law and (b) the pro-rata write-down with any other Parity Loss-Absorbing Instruments, as further described in the Final Offering Circular. |