Commentary & Deal Flow

IPTs: PerpNC5.5: 4.750-4.875% Annual Yield

• Issuer: Swisscom Finance B.V. (Ticker: SCMNVX; Country: NL)
• Issuer LEI: 549300L41E8X8K71RV25
• Guarantor: Swisscom Ltd. (Country: CH)
• Guarantor LEI: 5493005SL9HHOXS3B739
• Guarantor Ratings: A2 (stable) by Moody’s / A- (stable) by S&P
• Expected Issue Ratings: Baa2 by Moody’s / BBB- by S&P
• Expected Equity Credit: Basket M (50%) from Moody's / Intermediate Equity Content (50%, until the First Reset Date) from Standard & Poor’s
• Format: Reg S (Cat 2), Bearer, TEFRA D applicable
• Status of the Securities: Direct, unsecured and subordinated obligations of the Issuer, which rank pari passu and without any preference or priority among themselves. The rights and claims of the Holders and Couponholders against the Issuer in respect of or arising under the Securities and the Coupons, as applicable, will rank (a) junior to the claims of all holders of Senior Obligations of the Issuer, (b) pari passu with the claims of holders of all Parity Obligations of the Issuer and (c) senior to the claims of holders of all Junior Obligations of the Issuer for as long as they remain outstanding
• Status of the Guarantee: Direct, unsecured and subordinated obligations of the Guarantor, which rank pari passu and without any preference or priority among themselves. The rights and claims of the Holders and Couponholders against the Guarantor in respect of or arising under the Guarantee will rank (a) junior to the claims of all holders of Senior Obligations of the Guarantor, (b) pari passu with the claims of holders of all Parity Obligations of the Guarantor and (c) senior to the claims of holders of all Junior Obligations of the Guarantor for so long as they remain outstanding
• Waiver of set-off: Subject to applicable law, no Holder or Couponholder may exercise, claim or plead any right of set-off, compensation or retention in respect of any amount owed to it by the Issuer and/or the Guarantor in respect of, or arising under or in connection with the Securities, the Coupons or the Guarantee, and each Holder and Couponholder shall, by virtue of its holding of any Security or Coupon, be deemed to have waived all such rights of set-off, compensation or retention
• Maturity / Call: Perpetual NC5.5
• Currency / Size: €500,000,000 (WNG)
• Settlement Date: 27-Aug-26 (T+5)
• First Reset Date: 27-Feb-32 (year 5.50)
• Maturity Date: Perpetual, no final maturity
• Optional Redemption: The Issuer may redeem all, but not some only, of the Securities on any “Optional Par Redemption Date” (being (i) any Business Day from (and including) the First Optional Par Redemption Date (27-Nov-31) to (and including) the First Reset Date and (ii) each Interest Payment Date thereafter, at 100 per cent. of their principal amount together with any accrued and unpaid interest up to (but excluding) the redemption date (including any accrued but unpaid Deferred Interest)
• Interest: Fixed rate of [•]% per annum, payable annually in arrear until (but excluding) the First Reset Date; thereafter reset every 5 years to the then applicable 5-year EUR Mid-Swap Rate plus the initial margin and the relevant Coupon step-up
• Interest Payment Dates: 27 February in each year, commencing 27-Feb-27 (short first)
• First Step-up Date: 27-Feb-37 (Year 10.5)
• First Step-up Margin: + 25 bps
• Second Step-up Date: 27-Feb-52 (Year 25.5)
• Second Step-up Margin: + 75 bps (100 bps cumulative)
• Change of Control: + 500 bps step-up if not redeemed following a Change of Control Event
• Optional Interest Deferral: The Issuer may, at its discretion, elect to defer all or part of any Interest Payment on a cumulative and compounding basis
• Optional Payment of Deferred Interest: Deferred Interest may be paid at the option of the Issuer in whole or in part at any time
• Mandatory Payment of Deferred Interest: The Issuer shall pay any accrued but unpaid Deferred Interest, in whole but not in part, on the first to occur of the following dates:
  1. the date which is 10 Business Days following the occurrence of a Compulsory Payment Event (which is (a) any discretionary payment of any distribution, dividend or other payment on any Junior Obligations or Parity Obligations of the Issuer or the Guarantor by the Issuer, the Guarantor or any Subsidiary of the Issuer or the Guarantor, or (b) any discretionary redemption, purchase, repayment, cancellation, reduction or acquisition of any Junior Obligations or Parity Obligations of the Issuer or the Guarantor by the Issuer, the Guarantor or any Subsidiary of the Issuer or the Guarantor (and in respect of both (a) and (b), subject to certain customary exceptions));
  2. the next scheduled Interest Payment Date if the Issuer pays interest in full on the Securities on such date;
  3. the date on which the Securities are redeemed, repaid (including on a winding-up) or repurchased;
• Make-whole Redemption: The Issuer may redeem all, but not some only, of the Securities on any Business Day other than an Optional Par Redemption Date at the Make-whole Redemption Amount (higher of: (i) par; and (ii) present value of remaining cash flows to Make-Whole Redemption Date, discounted at bunds + Make-Whole Margin [15% reoffer spread capped at 50bps])
• Early Redemption Events: Upon the occurrence of a Substantial Repurchase Event (75%), a Withholding Tax Event or a Change of Control Event at 100% Upon the occurrence of a Rating Capital Event , an Accounting Event, or a Tax Deductibility Event at 101% prior to the First Optional Par Redemption Date, 100% on or after the First Optional Par Redemption Date
• Replacement Language: Intention-based (non-binding) and subject to customary carve-outs
• Use of Proceeds: The net proceeds from the issuance of the Securities will be used by the Issuer for general corporate purposes including to refinance existing indebtedness of the Group
• Day Count Fraction: ACT/ACT (ICMA)
• Denominations: €100,000 + €1,000
• Governing law: English Law except for (i) Status of the Securities and the Coupons and Subordination of the Securities and the Coupons which shall be governed by Dutch law and (ii) Status and Subordination of the Guarantee and Set-off which shall be governed by Swiss law
• Documentation: Stand-alone documentation (Preliminary Prospectus dated 20-Aug-26)
• Listing: Luxembourg Stock Exchange (regulated market)
• Global Coordinator & Structuring Advisor: Deutsche Bank (B&D)
• Active Bookrunners: BBVA / BNP PARIBAS / BofA Securities / Deutsche Bank / UBS Investment Bank
• Target Market/EU PRIIPs/UK CCI: Manufacturer target market (MIFID II / UK MiFIR product governance) is eligible counterparties and professional clients only (all distribution channels). No EU PRIIPs key information document (KID) or UK disclosure document required by the FCA Product Disclosure Sourcebook (DISC) will be prepared as not available to retail in the EEA or the UK
• Selling Restrictions: The Securities have not been and will not be registered under the U.S. Securities Act of 1933, as amended and may be offered and sold only outside the United States of America to Non-U.S. Persons in Offshore Transactions in reliance on Regulation S under the Securities Act and as further set out in the Preliminary Prospectus dated 20-Aug-26
• Sales into Canada: Sales into Ontario, Alberta, British Columbia only, subject to compliance with applicable law
• Advertisement: The final offering document relating to the Securities, when published, will be available on the company’s website