Commentary & Deal Flow

Reoffer: 3yr: MS+65bp / 99.672 / 3.993% 15NC5: MS+165bp / 99.515 / 4.987%
Benchmark: 3yr: OBL 2 ½ 29 #190 @ 98.42 / B+92.2bp / HR 102% 15NC5: OBL 2.9 31 #194 @ 98.95 / B+185.8bp / HR 97%

Tranche 1 (3yr): Final Books in excess of €2.5bn (excl. JLM)
Tranche 2 (15NC5): Final Books in excess of €3.2bn (excl. JLM)

Launched:
3yr: €500m @ MS+65bp - Books in excess of €2.4bn (excl. JLM)
15NC5: €500m @ MS+165bp - Books in excess of €3bn (excl. JLM)
Book Update: Combined Orderbooks above €3.5bn (excl. JLM)
IPTs: 3yr: MS+95a 15NC5: MS+200a

• Issuer: Mapfre, S.A.
• Ticker: MAPSM
• Issuer LEI: 95980020140005693107
• Instrument:
  • 3yr: EUR Fixed Rate Senior Notes
  • 15NC5: EUR Fixed Rate Reset Tier 2 Notes
• Issuer Credit Rating: A (S&P, Stable) / A (Fitch, Stable)
• Expected Issue Rating:
  • 3yr: A (S&P)
  • 15NC5: BBB+ (S&P)
• Status of the Notes:
  • 3yr: The payment obligations of the Issuer under the Notes on account of principal constitute direct, unconditional, unsubordinated and unsecured obligations (créditos ordinarios) of the Issuer.
  • 15NC5: Tier 2 Notes (Condition 3(d) of the terms and conditions of the Tier 2 Notes of the Base Prospectus applies).
• Form of the Notes: Reg S, Cat 2, Dematerialized book-entry form (anotaciones en cuenta), registered with Iberclear.
• Aggregate Nominal Amount: EUR 500mn (each tranche)
• Spread:
  • 3yr: MS+65bps and OBL 2 ½ 29 #190 + 92.2bps (98.42%) HR: 102%
  • 15NC5: MS+165bps and OBL 2.9 31 #194 + 185.8bps ( 98.95%) HR 97%
• Reoffer:
  • 3yr: 99.672% (3.993% yld)
  • 15NC5: 99.515 % ( 4.987% yld)
• Settlement Date / Issue Date: 12-Nov-26 (T+6)
• Scheduled Maturity Date:
  • 3yr: 12-Nov-29
  • 15NC5: 12-Nov-41 (subject to Condition 6(b) (Deferral of Redemption and Purchase) and Condition 6(c) (Conditions to Redemption, Substitution, Variation and Purchase))
• Redemption Basis:
  • 15NC5: Subject to any purchase and cancellation or early redemption, the Notes will be redeemed on the Scheduled Maturity Date at 100% of their Outstanding Principal Amount.
• Redemption Amount:
  • 3yr: 100% of Nominal Amount
• Issuer Call Option:
  • 15NC5: On the First Reset Date and on the Second Reset Date, the Issuer may elect to redeem all, but not some only, of the Notes at 100% of their Outstanding Principal Amount together with any accrued and unpaid interest (subject to Condition 6(b) (Deferral of Redemption and Purchase) and Condition 6(c) (Conditions to Redemption, Substitution, Variation and Purchase)).
• Residual Maturity Call Option:
  • 3yr: At any time from (and including) 12-Aug-29 (3 months prior to the Scheduled Maturity Date) to (but excluding) the Scheduled Maturity Date, the Issuer may elect to redeem all, but not some only, of the Notes at 100% of the nominal amount together with any accrued and unpaid interest.
• Interest Basis:
  • 15NC5: Fixed Rate Reset Notes.
• Reset Dates:
  • 15NC5: 12-Nov-31 (the “First Reset Date”) and 12-Nov-36 (the “Second Reset Date”)
• Coupon:
  • 3yr: 3.875 %. Interest payable annually in arrear every 12 November, commencing on 12-Nov-27 until the Scheduled Maturity Date.
  • 15NC5: 4.875% Fixed, annual, payable in arrear, following unadjusted, from (and including) the Issue Date to (but excluding) the First Reset Date. On the First Reset Date, interest resets at the 5-year Euro Mid-Swap Rate + 165bp (the “First Margin”), applicable from (and including) the First Reset Date to (but excluding) the Second Reset Date. [Note: First Margin - Equal to the Reoffer Spread vs 5 yr Mid-swap Rate at Pricing Date] On the Second Reset Date, interest resets at the 5-year Euro Mid-Swap Rate + 265bp (the “Subsequent Margin”), applicable from (and including) the Second Reset Date to (but excluding) the Scheduled Maturity Date. [Note: Subsequent Margin to equal the First Margin + 100bp]
• Interest Payment Dates: 12 November in each year up to and including the Scheduled Maturity Date, commencing on 12-Nov-27
• Day Count Fraction:
  • 3yr: Act / Act (ICMA)
  • 15NC5: Actual / Actual (ICMA)
• Business Day Convention: Following, unadjusted
• Additional Business Centres:
  • 15NC5: Not Applicable
• Reset Reference Rate:
  • 15NC5: 5yr Euro Mid-swap Rate
• Mandatory deferral of Interest:
  • 15NC5: If any of the following Regulatory Deficiency Interest Deferral Events has occurred and is continuing or would occur if payment of interest were made: (i) any event (including any breach of any Regulatory Solvency Capital Requirement or any Regulatory Minimum Capital Requirement applicable to the Issuer or all or part of the Group) which under Solvency II and/or under the Relevant Rules means that the Issuer must defer or suspend payment of interest, (ii) the Relevant Regulator prohibiting the Issuer from making payments of interest, or (iii) the Issuer being unable to meet regularly its due and payable liabilities.
• Arrears of Interest:
  • 15NC5: Cash cumulative, non-compounding. Arrears of Interest may, subject to Regulatory Deficiency Interest Deferral Event not occurring / continuing, be paid in whole or in part at any time at the option of the Issuer upon not less than 14 days' notice. Arrears of Interest must be paid in full upon (i) the next Interest Payment Date which is not a Mandatory Interest Deferral Date and on which the scheduled payment of interest is made or is required to be made, (ii) the date on which a Winding-Up of the Issuer occurs, or (iii) the date of any redemption or purchase of the Notes.
• Mandatory deferral of Redemption:
  • 15NC5: If any of the following Regulatory Deficiency Redemption Deferral Events has occurred and is continuing or would occur if redemption or purchase were made: (i) any event (including any breach of any Regulatory Solvency Capital Requirement or any Regulatory Minimum Capital Requirement applicable to the Issuer or the Group, or upon an Insolvent Insurer Winding-Up) which under Solvency II and/or under the Relevant Rules means that the Issuer must defer or suspend, in full or in part, repayment or redemption of the Notes, (ii) the Relevant Regulator prohibiting the Issuer from making payments of principal, or (iii) the Issuer being unable to meet regularly its due and payable liabilities.
• Early Redemption Events:
  • 15NC5: The Notes may be redeemed prior to their Scheduled Maturity Date in the case of a Tax Event, following a Capital Disqualification Event, in the case of a Clean-Up Call Option (75% threshold) and following a Ratings Methodology Event Redemption of the Notes is subject to compliance with Condition 6(b) and 6(c), as applicable, and may be suspended or postponed in certain circumstances.
• Redemption Due to Tax Event:
  • 3yr: If a Tax Event has occurred (i.e., as a result of a change in the applicable laws or regulations the Issuer is no longer entitled to claim a deduction in respect of any payments relating to the Notes or the amount of such deduction is materially reduced), then the Issuer may, having given not less than 15 nor more than 30 days’ notice to the Holders, elect to redeem at any time all, but not some only, of the Notes at 100% of the nominal amount, together with any accrued and unpaid interest.
  • 15NC5: If a Tax Event has occurred (i.e., as a result of a change in the applicable laws or regulations the Issuer is no longer entitled to claim a deduction in respect of any payments relating to the Notes or the amount of such deduction is materially reduced), then the Issuer may, having given not less than 15 nor more than 30 days’ notice to the Holders, elect to redeem at any time all, but not some only, of the Notes at 100% of their Outstanding Principal Amount, together with any accrued and unpaid interest.
• Clean-up Call Option:
  • 3yr: If 75% or more of the aggregate principal amount of the Notes has been purchased by the Issuer or any of the subsidiaries of its Group and/or redeemed, the Issuer may, having given not less than 15 nor more than 30 days’ notice to the Holders, redeem all, but not some only, of the Notes at 100% of the nominal amount together with any accrued and unpaid interest.
  • 15NC5: If 75% or more of the aggregate principal amount of the Notes has been purchased by the Issuer or any of the subsidiaries of its Group and/or redeemed, the Issuer may, having given not less than 15 nor more than 30 days’ notice to the Holders, redeem all, but not some only, of the Notes at 100% of their Outstanding Principal Amount, together with any accrued and unpaid interest.
• Redemption Due to Ratings Methodology Event:
  • 15NC5: If a Ratings Methodology Event has occurred, then the Issuer may, having given not less than 15 nor more than 30 days’ notice to the Holders, elect to redeem at any time all, but not some only, of the Notes at 100% of their Outstanding Principal Amount, together with any accrued and unpaid interest.
• Redemption Due to Capital Disqualification Event:
  • 15NC5: If a Capital Disqualification Event has occurred (i.e., as a result of (or a change in the interpretation by any court or authority entitled to do so of) the Relevant Rules, the Notes (in whole or in part) have ceased to be eligible to qualify for inclusion in own funds as Tier 2 Capital), then the Issuer may, having given not less than 15 nor more than 30 days’ notice to the Holders, elect to redeem at any time all, but not some only, of the Notes at 100% of their Outstanding Principal Amount, together with any accrued and unpaid interest.
• Substitution and Variation:
  • 15NC5: If a Tax Event, a Capital Disqualification Event or a Ratings Methodology Event has occurred, then the Issuer may, having given not less than 15 nor more than 30 days' notice to the Holders but without any requirement for the consent or approval of the Holders, at any time either substitute all (but not some only) of the Notes for, or vary the terms of all (but not some only) the Notes so that they remain or, as appropriate, become, Qualifying Tier 2 Securities.
• Events of Default:
  • 3yr: In accordance with Condition 6 of the Senior Notes in the Base Prospectus.
• Documentation: Issuer’s EUR 5,000,000,000 EMTN Programme Base Prospectus dated 22-Oct-26, approved by and registered with the Spanish Securities Market Commission (CNMV) (the “Base Prospectus”).
• Listing: AIAF (Spanish regulated Fixed Income Securities Market)
• Clearing System: Iberclear
• Specified Denominations: EUR 100,000 x 100,000
• ISIN:
  • 3yr: ES0324244013
  • 15NC5: ES0224244147
• Common Code:
  • 3yr: 356363205
  • 15NC5: 356363264
• Governing Law: Spanish law
• Use of Proceeds: The Issuer intends to apply the net proceeds from the sale of the Notes to repay outstanding amounts under the Acquisition Facility related to the completed acquisition of Safety Insurance Group, Inc., and for general corporate purposes, including the refinancing of maturing debt.
• Global Coordinators: Citi (B&D), Deutsche Bank.
• Joint Lead Managers: Barclays, BBVA, BofA Securities, BNP Paribas, Citi, Crédit Agricole CIB, Deutsche Bank, Morgan Stanley and Santander.
• Fees: The Banks will be paid a fee by the Issuer in respect of the placement of the securities. Details of the fee may be made available to investors on request from your usual sales contract.
• Target Market/PRIIPS/CCI: Manufacturers' target market (MiFID II product governance / UK MiFIR product governance) is eligible counterparties and professional investors only (all distribution channels). No PRIIPs key information document (KID) has been prepared for the EEA and no disclosure document required by the FCA Product Disclosure Sourcebook document (DISC) has been prepared for the UK, as the Notes are not intended to be offered, sold or otherwise made available to retail investors in the EEA nor intended to be offered, sold, distributed or otherwise made available to retail investors (as defined for UK MiFIR purposes) in the UK.
• Selling Restrictions: As per the Base Prospectus. Regulation S, Category 2. TEFRA Not applicable.
• Advertisement: This communication is an advertisement for the purposes of Regulation (EU) 2017/1129 and underlying legislation. It is not a prospectus for the purposes of the Prospectus Regulation. A copy of the Base Prospectus may be obtained by eligible investors from the Joint Lead Managers and is available on the Issuer’s corporate website (www.mapfre.com) and on the website of the CNMV (www.cnmv.es). The final terms relating to the Notes to which this Term Sheet relates will be prepared and made available to the public in accordance with the Prospectus Regulation (the “Final Terms”). The Final Terms (when published) will be, available on the Issuer’s corporate website (www.mapfre.com) and on the website of the CNMV (www.cnmv.es).
• Timing: Priced TOE: 14:25 UKT FTT: 14:55 UKT