Commentary & Deal Flow

IPTs: 30.25NC5.25: 4.875%a 30.5NC8.5: 5.375%a

• Issuer: TenneT GmbH & Co KG
• Ticker: TENNGR
• Country: DE
• Issuer LEI: 894500W0C55HJG1HFU36
• Issuer Ratings: Moody’s: Baa1 (stable), S&P: BBB+ (stable), Fitch: BBB+ (stable)
• Exp. Instrument Ratings (Moody's / Fitch): Moody’s: Baa2 / Fitch: BBB
• Expected Equity Credit: S&P Intermediate Equity Content (50%) until respective First Reset Dates / Moody’s Basket M (50%) / Fitch (50%)
• Status & Subordination: Unsecured and subordinated obligations of the Issuer ranking:
  (a) senior to any present or future securities or other instruments of the Issuer (or issued by a Subsidiary and guaranteed by or otherwise assumed by the Issuer) under which obligations rank or are expressed to rank junior to the Notes, and any shares or partnership interests of any class of the Issuer ("Junior Obligations");
  (b) pari passu among themselves and with any present or future securities or other instruments of the Issuer (or issued by a Subsidiary and guaranteed by or otherwise assumed by the Issuer) under which obligations rank or are expressed to rank pari passu with the Notes ("Parity Obligations"); and
  (c) junior to all Senior Obligations of the Issuer, so that in the event of the winding-up, dissolution, liquidation or insolvency of the Issuer, or in the event of composition or other proceedings for the avoidance of insolvency of the Issuer, no amounts shall be payable in respect of the Notes until the claims of all creditors of such Senior Obligations of the Issuer shall have first been satisfied in full. For the avoidance of doubt "Senior Obligations" means (i) all present and future unsubordinated obligations of the Issuer within the meaning of § 38 InsO; (ii) all present and future statutorily subordinated obligations of the Issuer within the meaning of § 39(1) nos. 1–5 InsO; and (iii) all other present and future subordinated obligations of the Issuer which rank senior to the obligations of the Issuer under the Notes pursuant to mandatory statutory provisions or as expressly provided for by the terms of the relevant instrument. Senior Obligations include the Shareholder Loan and Project Related Loan Agreements from TenneT Netherlands B.V.

All as defined in the Base Prospectus. Prohibition of set-off by Noteholders.

• Form of Notes: EuGB, Reg S, Bearer, Cat 2; Classical Global Note; Notes are initially represented by a Temporary Global Note which is exchangeable for a Permanent Global Note
• Size:
  • 30.25NC5.25: € Benchmark
  • 30.5NC8.5: € Benchmark
• Term:
  • 30.25NC5.25: 30.25NC5.25
  • 30.5NC8.5: 30.5NC8.5
• Maturity:
  • 30.25NC5.25: 3-Dec-56
  • 30.5NC8.5: 3-Mar-57
• ISIN:
  • 30.25NC5.25: XS3457412750
  • 30.5NC8.5: XS3457412834
• Par Call:
  • 30.25NC5.25: During the period starting 3 months prior to First Reset Date and ending on the First Reset Date and on any Interest Payment Date thereafter
  • 30.5NC8.5: During the period starting 3 months prior to the First Reset Date and ending on the First Reset Date and on any Interest Payment Date thereafter
• Settlement Date:
  • 30.25NC5.25: 3-Sep-26 (T+7)
  • 30.5NC8.5: 3-Sep-26 (T+7)
• First Optional Redemption Date:
  • 30.25NC5.25: 3-Sep-31
  • 30.5NC8.5: 3-Dec-34
• First Reset Date:
  • 30.25NC5.25: 3-Dec-31
  • 30.5NC8.5: 3-Mar-35
• Day Count Fraction: Act/Act (ICMA)
• Business Day Convention: Unadjusted following
• Business Days for Payments: T2 and Clearing System
• Interest (p.a.):
  • 30.25NC5.25: [•]% fixed rate until the First Reset Date. Rate reset on the First Reset Date and every 5 years thereafter to the then prevailing Reference Rate + Initial Spread + relevant Step-up, payable annually in arrear on 3-Dec of each year, commencing on 3-Dec-26 (short first coupon)
  • 30.5NC8.5: [•]% fixed rate until the First Reset Date. Rate reset on the First Reset Date and every 5 years thereafter to the then prevailing Reference Rate + Initial Spread + relevant Step-up, payable annually in arrear on 3-Mar of each year, commencing on 3-Mar-27 (short first coupon)
• First Step-Up Date:
  • 30.25NC5.25: 3-Dec-36
  • 30.5NC8.5: 3-Mar-40
• Second Step-Up Date:
  • 30.25NC5.25: 3-Dec-51
  • 30.5NC8.5: 3-Mar-55
• Step-ups: 25 bps on First Step-up date, additional 75 bps (100 bps cumulative) on Second Step-up date
• Change of Control Step-up margin: 500 bps step-up if the Issuer does not elect to redeem the Notes following a Change of Control Event.
• Interest Deferral: Cash cumulative optional deferral on any interest payment date. Deferred interest will not bear interest.
• Deferred Interest Payment: The Issuer may pay Deferred Interest Payments, in whole or in part, at any time. Mandatory Settlement of Deferred Interest Payment (whole but not in part) on (i) a Compulsory Settlement Event, (ii) the next scheduled Interest Payment Date if the Issuer elects to pay interest on the Notes, (iii) upon payment of a dividend on any Parity Obligation, (iv) discretionary payment on any Parity Obligation, (v) the fifth anniversary of initial deferral, (vi) the date on which the Notes are redeemed or (vii) the Issuer becomes subject to winding-up (all subject to customary carve-outs).
• Compulsory Settlement Event: Compulsory Settlement Event in accordance with § 3(7)(d) of the Terms and Conditions of the Notes, means any of the following events: (i) the ordinary shareholder meeting or general meeting (as applicable) of the Issuer resolves on the payment of any dividend, other distribution or other payment on any share of any class or partnership interests of the Issuer; (ii) the Issuer or any Subsidiary pays any dividend, interest, other distribution or other payment in respect of any Junior Obligations; or (iii) the Issuer or any Subsidiary redeems, repurchases or otherwise acquires (in each case directly or indirectly) any Junior Obligations; in each case subject to the carve-outs set out in § 3(7)(d) of the Terms and Conditions (including for mandatory payments, stock option programmes and Intra-Group Payments).
• Special Event Redemption: (a) At par (plus accrued and deferred interest) at any time if the minimal outstanding aggregate principal amount of the Notes is equal to or less than 25%, Change of Control Event, Gross-up Event; (b) At 101% prior to the First Optional Redemption Date and at par thereafter (plus accrued and deferred interest) upon a Rating Agency Event, Income Tax Deduction Event.
• Make-Whole Call Option: Make-Whole call until the First Optional Redemption Date (remaining cash flows to be discounted at government benchmark plus the Make-Whole Redemption Margin, being set at the lower of (i) 15% re-offer spread vs government benchmark rounded up to the nearest 5bps and (ii) 50bps).
• Replacement Provision: Intention-based (non-binding) and subject to customary carve-outs
• Specified Denomination: €100,000 + €100,000
• Documentation: Issued under the base prospectus dated 13-Apr-26 as supplemented on 3-Jul-26 and 20-Aug-26 (the “Base Prospectus”) relating to the TenneT GmbH & Co. KG’s EUR 35,000,000,000 Debt Issuance Programme (the “Programme”)
• Listing: Luxembourg Stock Exchange (Regulated Market) and expected to be displayed on LGX (Luxembourg Green Exchange)
• Governing Law: German Law
• Use of Proceeds: The Notes are designated as "European Green Bonds" or "EuGB" in accordance with Regulation (EU) 2023/2631 (the "EU Green Bond Regulation"). An amount equal to the gross proceeds of the issuance of the Notes will be applied by the Issuer to finance or refinance the project(s) described in the Issuer's European Green Bond Factsheet dated 16-Apr-26. The Notes are issued (i) in accordance with the EU Green Bond Regulation, and the European Green Bond Factsheet of the Issuer as assessed by the Pre-Issuance Review, and (ii) in compliance with the ICMA Green Bond Principles (2025), and the Green Finance Framework of the Issuer as assessed by the Second Party Opinion. The European Green Bond Factsheet, Pre-Issuance Review, Green Finance Framework and Second Party Opinion are available on the Issuer's website at: https://www.tennet-ir.eu/en/green-financing. None of these documents or web pages form part of the offer.
• Target Market: Manufacturer target market (EU MiFID II product governance and UK MiFIR product governance rules) is professional clients and eligible counterparties (all distribution channels). No EEA 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 investors in EEA, the UK or elsewhere.
• Selling Restrictions: As per the selling restrictions in the Base Prospectus. Reg S (Cat 2), TEFRA D (no communication with/into the US), Canada – offers/sales into Ontario only, subject to compliance with applicable law.
• Joint Hybrid Structurer: Deutsche Bank, ING
• Sole Sustainability Structurer: ING
• Active Bookrunners: Crédit Agricole CIB, Deutsche Bank, ING (B&D), Mizuho, Morgan Stanley, Santander
• Marketing: URL: http://www.netroadshow.com Entry Code: TenneTGermany26 Direct Link: www.netroadshow.com/nrs/home/#!/?show=8e60cd01
• Advertisement: This communication is an advertisement for the purposes of Regulation (EU) 2017/1129 and underlying legislation. It is not a prospectus. The Base Prospectus and any supplement thereto are and the Final Terms, when published, will be available at: https://www.luxse.com/programme/Programme-TenneTGCo-KG/25031.
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