Commentary & Deal Flow

IPTs: 10.5NC5.5: 7.375-7.500% area

• Issuer: RiverStone International Holdings Limited
• LEI: 213800EETGVXSO5OQO08
• Notes: Fixed Rate Resettable Subordinated Notes due 2036
• Size: US$150m (exp.)
• Rating: Unrated
• Status and Subordination: The Notes constitute direct, unsecured and subordinated obligations of the Issuer which will at all times rank pari passu without preference among themselves.The rights and claims of the Noteholders are subordinated on an Issuer Winding-Up in accordance with Condition 2(b) (Subordination) and the provisions of the Trust Deed.
• Solvency Condition: All payments (other than payments made to the Trustee acting on its own account under the Trust Deed) will be mandatorily deferred unless the Issuer is solvent at the time for payment and immediately thereafter, as more fully set out in the Conditions.
• Initial Price Thoughts (IPTs): 7.375-7.500% area
• Pricing Date: 23-Apr-26
• Settlement Date: 30-Apr-26 (T+5)
• Maturity Date: 13-Dec-36
• Reset Date: 13-Dec-31
• Early Redemption at the Option of the Issuer: The Issuer may, subject to certain conditions, at its option redeem all of the Notes at any time in the period from (and including) 13-Sep-31 to (but excluding) the Reset Date at their principal amount together with Arrears of Interest (if any) and any other accrued and unpaid interest to (but excluding) the date of redemption.
• Interest: From (and including) the Issue Date to (but excluding) the Reset Date at the rate of [•] per cent. per annum. From (and including) the Reset Date, the sum of the then-prevailing CMT Rate on the Reset Determination Date plus [•] per cent per annum.
• Interest Payment Dates: 13 June and 13 December (in arrear) in each year, commencing on 13-Jun-26 (representing a short first interest period) (subject as provided under "Regulatory Deficiency Interest Deferral" below).
• Issue Price: 100.00%
• Reference Benchmark: US Treasury 3.875% due 31-Mar-31 (ISIN: US91282CQG95)
• Regulatory Deficiency Interest Deferral: The Issuer is required to defer any payment of interest on each Interest Payment Date (i) in respect of which a Regulatory Deficiency Interest Deferral Event has occurred and is continuing or would occur and/or (ii) on which such payment could not be made in compliance with the Solvency Condition, as more fully set out in the Conditions.
• Deferral of Redemption Date: No Notes shall be redeemed at any time, including on the Maturity Date by the Issuer unless otherwise permitted by the Relevant Regulator pursuant to the Conditions, or purchased pursuant to Condition 6(h) (Purchase) if (i) a Regulatory Deficiency Redemption Deferral Event has occurred and is continuing or would occur; (ii) the Solvency Condition would not be satisfied on or immediately after such date or (iii) the Relevant Regulator does not consent or objects to the redemption or such redemption otherwise cannot be effected in compliance with the Relevant Rules on such date, all as more fully set out in the Conditions.
• Redemption upon certain specified events relating to taxation, a Capital Disqualification Event or a Rating Methodology Event: The Issuer may, subject to certain conditions, at any time elect to redeem the Notes at their principal amount together with Arrears of Interest (if any) and any other accrued and unpaid interest to (but excluding) the date of redemption, upon certain specified events relating to taxation, a Capital Disqualification Event or a Rating Methodology Event.
• Substitution/Variation: The Issuer may, subject to certain conditions, at any time elect to substitute all (but not some only) of the Notes for, or vary the terms of the Notes so that they become or remain (as applicable), Qualifying Tier 2 Securities or Rating Agency Compliant Securities if, immediately prior to the giving of the relevant notice to Noteholders, certain specified events relating to taxation, a Capital Disqualification Event or a Rating Methodology Event has occurred and is continuing.
• Preconditions to early redemption, substitution, variation or purchases: Any redemption, substitution, variation or purchase of the Notes, is subject to the Issuer having complied with the Relevant Rules including (to the extent then required by the Relevant Regulator or the Relevant Rules) on notification to, or consent or non-objection from, the Relevant Regulator and such redemption, substitution, variation or purchase being otherwise permitted under the Relevant Rules (on the basis that the Notes are intended to qualify as Tier 2 Capital of the Issuer and/or the Insurance Group under the Relevant Rules).
• Clean-up call: Subject to certain conditions, at the option of the Issuer if, at any time after the Issue Date, 75 per cent. or more of the aggregate principal amount of the Notes originally issued (including for these purposes any Further Notes) has been purchased or otherwise acquired by the Issuer or any of its Subsidiaries and cancelled pursuant to the Conditions.
• Substitution of the Issuer: The Conditions require that the Trustee shall agree with the Issuer, without the consent of the Noteholders to the substitution in place of the Issuer of: (a) any person or entity (provided that the Notes are guaranteed by the Issuer (or any previous Substituted Obligor (as defined herein)) on a subordinated basis ranking at least on an equivalent basis with the ranking of the Notes immediately prior to such substitution); and/or (b) (i) any successor in business of the Issuer (or any previous substitute or successor in business) or (ii) if the Issuer is or ceases to be the Insurance Group Parent Entity, the Insurance Group Parent Entity; and/or (c) RiverStone International Limited or any direct or indirect parent company of RiverStone International Limited, in the circumstances and subject to the conditions described in Condition 14 (Substitution of Issuer).
• Documentation: Standalone Offering Circular in preliminary form dated 23-Apr-26 (the “Preliminary Offering Circular”).
• Governing Law: English Law, save that the provisions of Condition 2 (Status of the Notes) relating to the subordination of the Notes and set-off and the related provisions contained in the Trust Deed are governed by, and shall be construed in accordance with, the laws of Jersey.
• Contractual recognition of, and amendments for, Statutory Loss Absorption Powers: By its acquisition of any Note (or any interest in any Note), each holder of any Note (or any interest in any Note) (and the Trustee on their behalf) will acknowledge and accept to be bound by the exercise of Statutory Loss Absorption Powers (as defined in the Conditions) and any amendment or variation of the terms of the Notes or any redemption, write-down, conversion, substitution, variation, purchase, cancellation, transfer, suspension of rights or other action (as applicable) in relation to the Notes required to give effect to, or resulting from the exercise of, the Statutory Loss Absorption Powers.
• Form / Listing / Denoms: Registered form / London ISM / US$200k + US$1k
• Day-Count Fraction: 30/360
• Business Days: London and New York
• Selling Restrictions: As per the Preliminary Offering Circular
• Use of Proceeds: The net proceeds of the issue of the Notes will be used by the Issuer to fund the general business and commercial activities of the Insurance Group (including, but not limited to, the repayment of existing indebtedness of the Insurance Group).
• ISIN: XS3334205112
• Sole Lead Manager: Morgan Stanley
• Co-Managers: Barclays, Lloyds Bank Corporate Markets, Scotiabank
• PRIIPs/DISC: No PRIIPs Regulation key information document or FCA Product Disclosure Sourcebook disclosure document has been prepared as the Notes are not available to retail investors in the EEA or the UK.
• UK MiFIR Product Governance: Solely for the purposes of the manufacturer’s product approval processes, the manufacturer has concluded that: (i) the target market for the Notes is eligible counterparties and professional clients only; and (ii) all channels for distribution of the Notes to eligible counterparties and professional clients are appropriate.
• NetRoadshow: FINAL LINK: www.netroadshow.com/nrs/home/#!/?show=5e5bddbe (Recommended)ORVisit www.netroadshow.com and enter the entry code: Portrush2026 (not case-sensitive)