Commentary & Deal Flow

Book Update: Books >€2bn+

IPTs: 30NC10:MS+175/180bp

• Issuer: Covéa Coopérations
• LEI: 969500K59WA6SGV1YD65
• Ticker: COVEAC
• Instrument: €750m Subordinated Fixed to Floating Rate Notes
• Status: Direct, unconditional, unsecured and ordinary subordinated Obligations and the Notes rank and will rank pari passu without any preference among themselves and pari passu with any other Ordinary Subordinated Obligations. The ordinary subordinated Obligations will at all times rank (i) junior to any present and future Unsubordinated Obligations, Senior Subordinated Obligations and other Obligations (including without limitation 1st Ranking Senior Subordinated Notes) expressed to rank senior to Ordinary Subordinated Obligations, if any, (ii) pari passu with any other present and future Ordinary Subordinated Obligations and (iii) in priority to any present and future prêts participatifs granted to the Issuer, titres participatifs issued by the Issuer, Deeply Subordinated Obligations and any class of share capital, whether represented by ordinary shares or preference shares (actions de préférence), issued by the Issuer. The Notes are subject to a dynamic ranking clause in certain circumstances.
• Issuer Financial Strength Ratings: Aa3 (Stable) by Moody’s, A+ (Stable) by S&P and A+ (Superior) (Stable) by A.M. Best
• Expected Notes Ratings: A2 (hyb) by Moody’s and A- by S&P
• Issue Size: €750m (WNG)
• IPTs: MS+ 175-180bps
• Settlement Date: 10-Jun-26 (T+5)
• First Call Date: 10-Jun-36
• Maturity Date: 10-Jun-56
• Interest: Fixed rate of [●]% per annum until the First Call Date, payable annually in arrear on 10 June, beginning from (and including) the Issue Date to (but excluding) the First Call Date, subject to Optional and Mandatory Interest Deferral in accordance with the Conditions. Resets at the First Call Date and every 3 months thereafter to the sum of the then prevailing 3-month Euribor rate + the Margin (re-offer spread +100 bps)
• Interest Deferral: The Issuer may, at its option, elect to defer payment of interest (in whole or in part) on any Interest Payment Date other than a Compulsory Interest Payment Date or Mandatory Deferral Interest Payment Date
• Compulsory Interest Payment Dates: The Issuer shall, on each Compulsory Interest Payment Date, pay interest in respect of the Notes accrued to that date in respect of the Interest Period ending on such Compulsory Interest Payment Date, together with all Arrears of Interest at such time.
• Mandatory Deferral Interest Payment Date: Issuer will be obliged to defer payment (in whole or in part) of the interest accrued to that date upon the occurrence of (i) a Regulatory Deficiency (non-compliance of the Issuer and/or Groupe Covéa with SCR and/or MCR), or (ii) as required by the Relevant Supervisory Authority, or (iii) the Issuer admits it is, or is declared, unable to meet its liabilities as they fall due
• Arrears of Interest: Arrears of Interest may, subject to the Conditions to Settlement, at the option of the Issuer, be paid in whole or in part at any time and must be paid on the earliest of (i) the next Interest Payment Date which is a Compulsory Interest Payment Date or (ii) the date of any redemption of the Notes in accordance with the provisions relating to redemption of the Notes or (iii) the date upon which a judgment is made for the voluntary or judicial liquidation of the Issuer. The arrears of interest shall not themselves bear interest
• Optional Redemption: The Issuer may redeem the Notes outstanding in whole, but not in part on the First Call Date, and on any Interest Payment Date thereafter, at the principal amount of the Notes together with any accrued and unpaid interest, subject to Prior Approval of the Relevant Supervisory Authority and the Conditions to Redemption and Purchase
• Special Event Redemption: Callable at any time upon a (i) Gross-Up Event, (ii) Withholding Tax Event, (iii) Tax Deductibility Event, (iv) Capital Disqualification Event, (v) Rating Methodology Event, (vi) Accounting Event, (vii) Clean-up Redemption (75% or more of the Notes issued has been purchased and cancelled), subject to the Prior Approval of the Relevant Supervisory Authority and the Conditions to Redemption and Purchase
• Conditions to Redemption and Purchase: The Notes may not be redeemed or purchased if (i) a Regulatory Deficiency has occurred and is continuing (or would occur) except if (a) the Relevant Supervisory Authority has exceptionally waived the suspension of redemption or purchase (b) the Notes have been exchanged for or converted into another basic own funds item of at least the same quality and (c) the Minimum Capital Requirement of the Issuer and/or Groupe Covéa is complied with after the redemption or purchase, or (ii) an Insolvent Insurance Affiliate Winding-up has occurred and is continuing. In addition, certain other conditions to redemption apply in accordance with Solvency II Regulations
• Inapplicability Period: The Issuer may waive, at any time and in its sole discretion, its right to redeem the Notes under any of Conditions 6.3 (Redemption for Taxation Reasons), 6.4 (Optional Redemption for Regulatory Reasons), 6.5 (Optional Redemption for Rating Reasons), 6.6 (Optional redemption following an Accounting Event) and 6.7 (Clean-up Redemption) for a (definite or indefinite) period of time to be determined by the Issuer (an “Inapplicability Period”) by notice to the Noteholders in accordance with Condition 12 (Notices)of the Information Memorandum
• Variation or Substitution of the Notes: If an Accounting Event, a Capital Disqualification Event, a Rating Methodology Event or an event pursuant to which the Issuer has the right to redeem the Notes pursuant to Redemption for Taxation Reasons (and subject to the occurrence of a Redemption Alignment Event) occurs, the Issuer may, at any time, without any requirement for the consent or approval of the Noteholders, vary the Conditions or substitute all (and not some only) of the Notes for other Notes, so that the varied Notes or the substituted Notes, as the case may be, become Qualifying Securities
• Regulatory Deficiency: Non-compliance with Issuer/Group SCR or MCR requirements, or any applicable capital requirements for internationally active insurance groups. If the Relevant Supervisory Authority has requested that the Issuer must take specified action in relation to payments under the Notes. If the Issuer admits it is, or is declared, unable to meet its liabilities as they fall due with its immediately disposable assets
• Events of Default: None
• Waiver of Set-Off: No Noteholder may at any time exercise or claim any Waived Set-Off Rights against any right, claim, or liability the Issuer has or may have or acquire against such Noteholder
• Form of the Notes: Dematerialised Reg S bearer form (au porteur)
• Acknowledgement of Statutory Loss Absorption Powers: Applicable
• Format: Reg S, Bearer
• Business Days: Paris, T2
• Governing Law / Listing: French law / Euronext Growth
• Denomination: €100k
• Clearing Systems: Euroclear France, Clearstream Banking SA and Euroclear Bank SA/NV
• Selling Restrictions: US, EEA, UK, Belgium, Canada, Singapore, Italy (as further described in the Preliminary Information Memorandum)
• Documentation: Preliminary Information Memorandum dated 1-Jun-26
• Use of Proceeds: General financing purposes of Groupe Covéa
• ISIN / Common Code: FR0014018VQ8 / 339702365
• Joint Global Coordinators: J.P. Morgan and Natixis
• Joint Bookrunners: Barclays, J.P. Morgan and Natixis
• Target Market: Manufacturer target market (EU MIFID II product governance) is eligible counterparties and professional clients only (all distribution channels). No EEA PRIIPs key information document (KID) or disclosure document required by the FCA Product Disclosure Sourcebook has been prepared as not available to retail in the EEA or the UK
• Advertisement: The Information Memorandum will be published on the website of Euronext Growth and the website of Groupe Covéa
• Timing: Books open. Today's business