Commentary & Deal Flow

Launched: PerpNC7.5: €700m @ 6.125% - Books > €2.4bn
IPTs: PerpNC7.5: 6.50%

• Issuer: BNP Paribas Cardif
• LEI: 969500VRSFWX7S1P2M29
• ISIN: FR00140196B5
• Issuer Rating: A (S&P)
• Instrument: Perpetual Fixed Rate Resettable Callable Restricted Tier 1 Notes
• Expected Issue Rating: BBB- (S&P)
• Settlement: 19-Jun-26 (T+7)
• First Call Date: 19-Dec-33
• Maturity: Perpetual NC7.5
• Size: €700m
• Ranking: Direct, unconditional, unsecured and Deeply Subordinated Obligations of the Issuer, ranking:
• 1. pari passu without any preference among themselves and with any Deeply Subordinated Obligations of the Issuer outstanding from time to time so long as any such Deeply Subordinated Obligations continues to constitute tier 1 own funds regulatory capital of the Issuer and/or the Group,
  2. Junior to Unsubordinated Obligations, First Ranking Senior Subordinated Obligations, Senior Subordinated Obligations, Ordinary Subordinated Obligations, any prêts participatifs granted to the Issuer, any Deeply Subordinated Obligations that no longer constitute tier 1 own funds regulatory capital of the Issuer, and any other obligations expressed to rank senior to Deeply Subordinated Obligations, and
  3. in priority to any existing and future equity securities.
     If the Notes are no longer treated as Tier 1 own funds regulatory capital, their rank will, subject to certain conditions, change, and the Notes will become either Senior Notes, First Ranking Senior Subordinated Notes, Senior Subordinated Notes or Ordinary Subordinated Notes of the Issuer.
• Coupon: Fixed rate of 6.125% until the First Resettable Note Reset Date, payable semi-annually in arrear on 19 June and 19 December in each year, commencing on 19 December 2026. Resets at the First Resettable Note Reset Date and every 5 years thereafter to the previous Reset Date
• Reset Dates: 19-Dec-33, the “First Resettable Note Reset Date” and every fifth anniversary thereafter
• Reset Rate of Interest: A rate per annum equal to the greater of (i) the sum of the relevant 5-year Mid-Swap Rate plus the Margin, such sum semi-annualised, as determined by the Calculation Agent and (ii) zero
• Optional Issuer Redemption: The First Resettable Note Reset Date, or every Reset Date thereafter, subject to the Conditions to Redemption, Purchase and Replacement which includes the Prior Approval of the Relevant Supervisory Authority
• Interest Cancellation: Optional Interest Cancellation at the discretion of the issuer at any time (in whole or in part). Mandatory Interest Cancellation (in whole or in part) in case of (i) non-compliance by the Issuer and/or the Group with the Solvency Capital Requirements and/or Minimum Capital Requirement (ii) cancellation required by the Relevant Supervisory Authority in accordance with applicable regulations, or (iii) insufficient Issuer’s Distributable Items. All cancelled interest payments are non-cumulative
• Early Redemption: The Issuer may redeem the Notes (in whole only) at the Base Call Price for (i) Tax Events (Withholding tax, Gross up, Tax deductibility), (ii) a Rating Event, (iii) a Capital Disqualification Event (Replacement Solicitation and Redemption provision will apply), (iv) an Accounting Event or (v) if the conditions for a Clean-up Call are satisfied (i.e. 75% or more of the aggregate principal amount of the Notes issued on the Issue Date are purchased and cancelled). Any such redemption is subject to the Prior Approval of the Relevant Supervisory Authority and to the Conditions to Redemption, Purchase and Replacement
• Variation and Substitution: If a Capital Disqualification Event, a Rating Event, an Accounting Event, or a Tax 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 Equivalent Securities.
• Trigger Event:
• 1. The SCR ratio of the Issuer or the Group is equal to or less than 75% or
  2. The MCR ratio is equal to or less than 100% or
  3. The SCR ratio is less than 100% but higher than 75% for a continuous period of 3 months from the date when non-compliance with the SCR was first observed
     each on the Issuer or the Group basis
• Write-down: Upon the occurrence of Trigger Event (a) or (b), the Prevailing Principal Amount of the Notes will be written down to EUR 0.01. Upon the occurrence of Trigger Event (c):
• • If the SCR Ratio of the Issuer and/or the Group can be restored to 100%, the Prevailing Principal Amount of the Notes will be written down by the amount necessary to restore the SCR Ratio of the Issuer and/or the Group to 100%, or any amount that would be required by the Applicable Supervisory Regulations
  • If the SCR Ratio of the Issuer and/or the Group cannot be restored, by the amount necessary to ensure that, on a linear basis, the Prevailing Principal Amount is fully written down when 75% coverage of the SCR of the Issuer and/or the Group is reached
• Discretionary Reinstatement: The Notes may be written up at the Issuer's discretion to the extent permitted by the Applicable Supervisory Regulations at the relevant time, subject to certain conditions including sufficient Distributable Items, continued Solvency Capital Requirement compliance, no administrative procedure ongoing for the Issuer and/or the Group and such write up occurring no later than ten (10) years from the date of the last write-down
• Denomination: €100k + 100k
• Listing / Docs: Euro MTF / BNP PARIBAS Cardif EMTN Programme dated 15-May-26 and supplemented on 05-Jun-26
• Clearing System: Euroclear France, Euroclear and Clearstream
• Business Day: T2 Business Day
• Form of the Notes: Reg S only, Bearer
• Selling Restrictions: Australia, United States, the European Economic Area (PRIIPs Regulation), France, the United Kingdom, Singapore, Switzerland, Canada, Italy, Belgium, Japan, Hong Kong, PRC
• Governing Law: French law
• Sole bookrunner: BNP Paribas
• Target Market: Manufacturer target market (EEA MiFID II product governance) is eligible counterparties and professional clients only (all distribution channels). No EU PRIIPs or key information document (KID) or UK disclosure document has been prepared as not available to retail in EEA, the UK or elsewhere. No sales to retail clients in the UK.
• Timing: Today’s business
• Books Subject: 12:20 UKT / 13:20 CET