Commentary & Deal Flow

IPTs: PNC5.5: 5.25%-5.375%

• Issuer: Abertis Infraestructuras Finance B.V.
• Guarantor: Abertis Infraestructuras, S.A. (Ticker: ABESM; Country: ES)
• Issuer / Guarantor LEI: 5493007WHKI5H75YJ358 / 549300GKFVWI02JQ5332
• Status/Ranking of the Notes: Unsecured and subordinated obligations of the Issuer and Guarantor (senior only to Junior Obligations of the Issuer and Guarantor) and shall at all times rank pari passu and without any preference among themselves
• Guarantor Ratings: Baa3 (Stable) / BBB- (Stable) / BBB (Stable) (Moody's / S&P / Fitch)
• Expected Instrument Rating: BB / BB+ (S&P / Fitch)
• Expected Rating Agency Equity Credit: Intermediate (50%) until the First Reset Date / 50% (S&P / Fitch)
• Form: Reg S, bearer form (TEFRA D), NGN
• Maturity: Perpetual
• First Call Date: 29-Jul-31 (3-month par call prior to First Reset Date)
• First Reset Date: 29-Oct-31
• Size: €500m (WNG)
• IPTs: 5.250%-5.375%
• Settlement Date: 29-Apr-26 (T+6)
• Interest Payment Date: 29 October in each year commencing on 29-Oct-26 (short first coupon)
• Coupon / Interest Rate: Fixed Rate of [•]% payable annually until the First Reset Date; From the First Reset Date and every 5-years thereafter resets at the relevant EUR 5 Year Mid Swap Rate + initial credit spread + relevant step-ups, when applicable
• First Step-up: 25bps on 29-Oct-36
• Second Step-up: Further 75bps (100bps cumulative) on 29-Oct-51 (20 years after the First Reset Date)
• ISIN: XS3315415243
• Par Call Option: The Issuer may redeem the Notes in whole, but not in part, on any date during the Relevant Period, or on any Interest Payment Date thereafter, at their principal amount (together, if appropriate, with accrued interest to (but excluding) the relevant redemption date and any outstanding Arrears of Interest)
• Relevant Period: The period commencing on (and including) the First Call Date and ending on (and including) the First Reset Date
• Optional Interest Deferral: At issuer’s discretion, in whole or in part. Deferred interest payments shall be cumulative and compounding. Optional Interest Deferral applies
• Payment of Arrears of Interest: Arrears of Interest may be satisfied at the option of the Issuer, in whole or in part, at any time. Mandatory Settlement of Arrears of Interest in whole, but not in part, upon: (i) discretionary distribution or redemption of Junior Obligations or Parity Obligations, (ii) the next Interest Payment Date where the Issuer pays interest in full, (iii) redemption of the Notes, or (iv) winding-up, subject to customary carve-outs
• Make-Whole Redemption: Make-Whole call at any time (except during the Relevant Period, or on any Interest Payment Date thereafter) at the higher of: i) par; and ii) sum of the remaining cash flows to First Call Date (if prior to the Relevant Period) or to the next Interest Payment Date, discounted at Bunds + Redemption Margin (15% reoffer spread capped at 50bps)
• Special Redemption Events: Accounting Event, Capital Event or Tax Event at 101% before the First Call Date, at par thereafter. Withholding Tax Event at par
• Other Call Options: Change of Control Call Option, Clean Up Call Option (75%), at par
• Change of Control Step Up Margin: 5% if not redeemed following the occurrence of a Change of Control Event
• Substitution/Variation: If a Tax Event, a Withholding Tax Event, an Accounting Event or a Capital Event has occurred, the Issuer may (i) exchange the Notes into new Notes, or (ii) vary the terms of the Notes, subject to customary conditions
• Replacement Language: Intention based (non-binding); subject to customary carve outs
• Documentation: EMTN Programme dated 4-Mar-26
• Listing / Denominations: Euronext Dublin (Regulated Market) / EUR 100k x 100k
• Governing law: English Law, except for Conditions 4(a) and 4(b) (Dutch law) and Conditions 4(d) and 4(e) (Spanish law)
• Use of Proceeds: General corporate purposes including the refinancing of existing debt within the group
• Target Market: MiFID II / UK MiFIR – Eligible Counterparties and Professional clients only (all distribution channels). No EEA PRIIPs key information document (KID) or UK PRIIPs or CCI product summary has been prepared as not available to retail in EEA or in the UK
• Selling Restrictions: See “Subscription and Sale” section of the Base Prospectus
• Global Coordinators: BNP PARIBAS (B&D), J.P. Morgan
• Joint Bookrunners: BBVA, BNP PARIBAS, Crédit Agricole CIB, Deutsche Bank, Goldman Sachs Bank Europe SE, HSBC , J.P. Morgan, ING, MUFG, Natixis, Santander, Societe Generale, UniCredit
• Timing: Today's Business
• Stabilization: Relevant stabilisation regulations including FCA/ICMA apply
• Advertisement: This communication is an advertisement for the purposes of Regulation (EU) 2017/1129 and underlying legislation. It is not a prospectus. The EMTN Base Prospectus dated 4-Mar-26 and the Final Terms will be available on the website of the Irish Stock Exchange