Commentary & Deal Flow

Book Update: Books above €1bn

IPTs: PerpNC Dec-31: 6.750%a

• Issuer: Landesbank Hessen-Thüringen Girozentrale (“Helaba“)
• BBG Ticker: HESLAN Corp <GO>
• Issuer LEI: DIZES5CFO5K3I5R58746
• Issuer Credit Ratings: Aa2 / A+ (Moody’s / Fitch, both stable)
• Expected Instrument Rating: Baa3 (hyb) (Moody’s)
• Notes: Perpetual Resettable Additional Tier 1 Write-down Non-cumulative Notes of 2026 The Notes are intended to qualify as own funds instruments in the form of AT1 instruments as defined in Art. 52 CRR or any successor provision thereof
• Format: Reg S only, Bearer
• Term/Maturity: Perpetual, with no scheduled maturity date
• Size: €250mn (WNG)
• IPTs: 6.750% p.a. Coupon
• Specified Denomination: €200,000 (the “Initial Nominal Amount”)
• Status of the Notes: Unsecured and subordinated obligations of the Issuer, ranking pari passu among (i) themselves, (ii) with all other subordinated obligations of the Issuer in form of AT1 Instruments and (iii) other obligations of the Issuer that rank pari passu with AT1 Instruments. In the event of dissolution, liquidation or institution of insolvency proceedings against the assets of the Issuer or composition or other public or private proceedings instituted against the Issuer in relation to the resolution and/or for the avoidance of the insolvency of the Issuer, the obligations under the Notes shall be fully subordinated to the Senior Ranking Obligations of the Issuer. “Senior Ranking Obligations” means (i) all unsubordinated obligations of the Issuer (including, but not limited to, obligations of the Issuer under its non-preferred senior debt instruments) within the meaning of § 46f(6) sent. 1 of the German Banking Act (KWG), (ii) the obligations of the Issuer subordinated by law as specified in § 39(1) nos. 1-5 of the German Insolvency Code (InsO), (iii) contractually subordinated obligations of the Issuer in the rank of § 39(2) InsO which, at the relevant point in time, are not or in its entirety no longer own funds instruments within the meaning of Article 4 (1) No. 119 CRR of the Issuer, (iv) all obligations of the Issuer under tier 2 instruments and other instruments of the Issuer which, pursuant to their terms and conditions or mandatory provisions of law, rank pari passu with, or senior to, tier 2 instruments unless already captured in (i), (ii) or (iii) above, and (v) any other subordinated obligations of the Issuer which rank senior pursuant to mandatory provisions of law.
• Issue Date: 13-May-26 (T+5)
• Optional Redemption Dates: In whole but not in part, at the option of the Issuer upon giving notice of redemption in accordance with the Terms and Conditions of the Notes, taking into account any write-down together with interest accrued up to (but excluding) the date fixed for redemption (subject to any cancellation of interest), subject to the conditions to redemption and repurchase including the prior consent of the competent authority, with effect as of 19-Dec-31 and subsequently every 5 years as of the relevant Interest Payment Date
• Reset Dates: 19-Dec-31 (the "First Reset Date") and each fifth anniversary of the immediately preceding Reset Date
• Interest Payment Dates: 19 December in each year, commencing 19-Dec-26 (short first coupon)
• Interest Convention: Act/Act (ICMA), following unadjusted
• Rate of Interest: Rate of Interest for the period from and including 13-May-26 to but excluding 19-Dec-31 will be a fixed rate of [●] per cent. per annum; thereafter, the applicable Rate of Interest will be reset at five-year intervals on each Reset Date on the basis of the then prevailing 5-year mid-market swap rate for euro swap transactions plus the initial credit spread of [●] bps, subject to certain benchmark replacement provisions.
• Redemption for Regulatory Reasons: In whole but not in part, at the option of the Issuer upon giving notice of redemption in accordance with the terms and conditions, taking into account any write-down together with interest accrued up to (but excluding) the date fixed for redemption (subject to any cancellation of interest), subject to the conditions to redemption and repurchase including the prior consent of the competent authority, at any time, for regulatory reasons if there is a change in the regulatory classification of the Notes so that the Issuer (i) will not be able to fully recognize the Notes as additional tier 1 capital pursuant to the CRR for purposes of the capital adequacy of the Issuer or the Issuer's group, or (ii) will otherwise be subject to a less favourable regulatory capital treatment with respect to the Notes than as of the Issue Date
• Redemption for Reasons of Taxation: In whole but not in part, at the option of the Issuer upon giving notice of redemption in accordance with the terms and conditions, taking into account any write-down together with interest accrued up to (but excluding) the date fixed for redemption (subject to any cancellation of interest), subject to the conditions to redemption and repurchase including the prior consent of the competent authority, at any time, if there is a change in the tax treatment of the Notes after the Issue Date and such change will be materially prejudicial to the Issuer (in particular, but without limitation, with respect to the tax deductibility of the interest payable on the Notes or the obligation to pay Additional Amounts (as specified in the Terms and Conditions))
• Trigger Event: Occurs if, at any time, the common equity tier 1 capital ratio pursuant to Article 92(1)(a) CRR or any successor provision of the Issuer or the group of the Issuer falls below 5.125 per cent., all as more fully set out in § 5 (9)(a) of the Terms and Conditions
• Current Nominal Amount: With respect to any Note: (i) at the Issue Date, the Initial Nominal Amount of such Note and (ii) thereafter, the then outstanding nominal amount of such Note as reduced by any write-downs (to the extent not reinstated for by write-ups)
• Redemption Amount: With respect to any Note: Unless previously redeemed in whole or in part or repurchased and cancelled, the Current Nominal Amount of such Note, if applicable as reduced by write-downs (to the extent not made up for by write-up(s))
• Write-down: Temporary write-down of the Current Nominal Amount and Redemption Amount of the Notes upon occurrence of a Trigger Event
• Write-up: The Current Nominal Amount and the Redemption Amount of each Note may be written up again in each of the financial years of the Issuer subsequent to the occurrence of such write-down until the full Initial Nominal Amount has been reached, as further specified in the Terms and Conditions
• Statutory resolution measures: Applicable
• Use of Proceeds: The purpose of the issuance of the Notes is to raise bank regulatory own funds in the form of additional tier 1 capital. The net proceeds from the issuance of the Notes will be used for general corporate and financing purposes of the Issuer
• Governing Law: German law
• Listing: Frankfurt Stock Exchange (regulated market)
• Documentation: Helaba Additional Tier 1 Notes Programme dated 29-Apr-26, amended by the 1st supplement dated 04-May-26 (the “Programme”), which will be published and available under www.luxse.com and https://www.helaba.com/int/programmes
• Business Days: T2 and Frankfurt am Main
• ISIN: DE000HEL4BJ3
• Sole Structuring Advisor and Global Coordinator: Deutsche Bank
• Joint Bookrunners: Deutsche Bank, Natixis and UBS Investment Bank
• Joint Lead Manager (no books): Helaba
• Selling Restrictions: General, US (Reg. S), EEA, UK, Italy, Japan, Singapore, all as per Programme prospectus, Switzerland. Prohibitions of sales to retail clients in the EEA and UK apply
• Target Market: MiFID II professionals/ECPs-only / No PRIIPs KID; UK MiFIR professionals/ECPs-only / No disclosure document required by the FCA Product Disclosure Sourcebook (DISC) / FCA CoCo restriction / No sales to retail clients (as defined in COBS 3.4) in the EEA or the UK.
• Stabilisation: FCA/ICMA
• Advertisement: This announcement is an advertisement for the purposes of Regulation (EU) 2017/1129 and underlying legislation. It is not a prospectus. The Base Prospectus is and the Final Terms, when published, will be available at https://www.luxse.com
• Timing: Books open, today's business