Commentary & Deal Flow

IPTs: 20NC10: MS+170bp area

• Issuer: Swiss Life Finance II AG (Liechtenstein)
• Guarantor I: Swiss Life AG
• Guarantor II: Swiss Life Holding AG
• LEI: 549300YS5BXPRDMWHH23
• Instrument: Callable Subordinated Capital Securities
• Guarantor I Rating: A+ (S&P / stable)
• Guarantor II Rating: A- (S&P / stable)
• Expected Issue Rating: A- (S&P)
• Format: Reg S (Cat. 2), uncertificated securities (Wertrechte), Tier 2
• Status: The Bonds constitute direct, subordinated and unsecured obligations of the Issuer, guaranteed (on a subordinated basis by the Guarantors – see "Status of the Guarantees" below), ranking junior to claims of any Issuer Senior Creditors, pari passu with the claims of the holders of any Issuer Parity Instruments and senior to the claims of the holders of any Issuer Junior Instruments
• Status of the Guarantees: Subordinated guarantees issued by Guarantors I and II, respectively
• Size: €600m (WNG)
• Ranking: Subordinated Capital Securities
• Settlement Date: 10-Sep-26 (T+5)
• First Reset Date: 10-Sep-36, annual thereafter
• Maturity: 10-Sep-46
• Coupon Structure: [•]% per annum, payable annually in arrear on 10 September each year, commencing on 10-Sep-27 until (and including) the First Reset Date, then resets every 5 years at the Subsequent Fixed Interest Rate
• Subsequent Fixed Interest Rate: Sum of 5y EUR mid-market swap rate plus Initial Margin plus 100bps step-up
• Optional Redemption: At the First Reset Date and on any Interest Payment Date thereafter, in whole but not in part, at par plus any accrued interest plus any Deferred Interest, subject to further conditions
• Special Early Redemption: Upon the occurrence of a Tax Event, a Rating Agency Event or a Regulatory Event at par plus any accrued interest plus any Deferred Interest, subject to further conditions
• Clean-Up Redemption: At any time after the Issue Date at par plus any accrued interest plus any Deferred Interest, if 80% or more of the initial aggregate principal amount of the Bonds has been redeemed, or purchased and cancelled, subject to further conditions
• Optional Deferral of Interest Payments: Interest payments on the Bonds are deferrable, in whole but not in part, at the option of the Issuer on an Optional Interest Payment Date, subject to prior notice to bondholders and no Compulsory Interest Payment Event having occurred in relation to a distribution, redemption, repayment, repurchase or any other acquisition for purposes of cancellation of junior or parity securities of the Issuer or a Guarantor in the preceding 6 months
• Solvency Deferral of Interest: Mandatory deferral if (i) a Guarantor does not have appropriate funds to cover the Required Solvency Margin, (ii) Issuer and/or a Guarantor has reasonable grounds for concerns to be unable to pay its debt owed to its creditors as they fall due, (iii) Issuer and/or a Guarantor has reasonable grounds for concern to be overindebted, or (iv) upon FINMA request (all constituting a "Solvency Event")
• Business Days: Zurich, Vaduz, T2
• Business Day Method / Day Count: Following (unadjusted), 30/360
• Selling Restrictions: The Bonds are subject to restrictions on their offering, sale and delivery both generally and specifically, inter alia, in the United States and to U.S. persons, the European Economic Area and the United Kingdom, as set out in the Preliminary Prospectus
• Documentation: Preliminary Prospectus dated 2-Sep-26
• Governing Law: Swiss Law (except for Issuer's subordination clause which is governed by Liechtenstein law)
• Denominations: €100k + 1k
• Clearing Systems / Listing: SIX SIS Ltd / SIX Swiss Exchange
• Use of Proceeds: The net proceeds of the Bonds will be used for general corporate purposes, including potential future debt refinancing
• Joint Lead Managers: Deutsche Bank, Natixis and UBS (B&D)
• Target Market: Manufacturer target market (MiFID II product governance) is eligible counterparties and professional clients only (all distribution channels). No EU PRIIPs key information document (KID) and no disclosure document required by the FCA Product Disclosure Sourcebook ("DISC") has been prepared as not available to retail in EEA, the UK or elsewhere
• Timing: Today's business