Related Issuers
by Chris Reich
Feb 25, 2025 1:16 PM ET
Akbank TAS (AKBNK), exp B (Fitch), US$ benchmark 144A/Reg S 10.5NC5.5 fixed rate reset Sustainability Tier 2 subordinated notes due 9/4/35. 3mo par call, tax changes call, regulatory / capital disqualification call. ADCB/Citi (B&D)/HSBC/JPM/SMBC/StanChart joint books. Coupon: Fixed until Sept. 4, 2030. If not redeemed, coupon refixes at 5Y CMT +margin. Issuer Call: Callable from June 4, 2030 until Sept. 4, 2030. UOP: The net proceeds from the offering of the Notes are intended to be used towards the financing and/or refinancing of certain Sustainable Projects in accordance with the Sustainable Finance Framework. Marketing: https://www.netroadshow.com/nrs/home/#!/?show=d41b8fff (Recommended) OR https://www.netroadshow.com | entry code: Aqua25 Pricing 2/25. Settle 3/4.
IPTs: 8.25% area.
LAUNCHED: $500m 10.5nc5.5 Sust. at 7.875%.
PRICED: $500m 7.875% 9/4/35 100.00 7.875%. Back-end reset: 5y CMT +372.6 (interp benchmark yield: 4.149%).
OTHER:
| Non-Viability/Write-Down of the Notes: | The Notes are subject to loss absorption upon the occurrence of a Non-Viability Event (as may be determined by the BRSA) which may result in permanent write-down of the whole or part of the Notes in conjunction with loss absorption by junior obligations, taking into account under the terms of the notes the absorption of losses by all junior obligations to the maximum extent possible or otherwise allowed by law and the pro-rata write-down with any other parity loss-absorbing instruments. Non-Viability Event means the determination by the BRSA that, upon the incurrence of a loss by the Issuer (on a consolidated or non-consolidated basis), the Issuer has become, or it is probable that the Issuer will become, Non-Viable. Non-Viable means, in the case of the Issuer, where the Issuer is at the point at which the BRSA may determine pursuant to Article 71 of the Banking Law (No. 5411) that: (i) its operating license is to be revoked and the Issuer liquidated or (ii) the rights of all of its shareholders (except to dividends), and the management and supervision of the Issuer, are to be transferred to the Savings Deposit Insurance Fund of Turkiye on the condition that losses are deducted from the capital of existing shareholders. |
| Optional Early Redemption | Issuer Call as specified above and upon the occurrence of a Tax Event or Capital Disqualification Event, in each case subject (if required by applicable law) to having obtained the prior approval of the BRSA |
| Substitution or Variation instead of Redemption | If a Tax Event or a Capital Disqualification Event occurs, the Issuer may, at its sole discretion, instead of redeeming the Notes, but subject to compliance with applicable Turkish law (including, to the extent so required, the prior approval of the BRSA), substitute all (but not some only) of the Notes for, or vary the terms of the Notes accordingly, provided that they remain or, as appropriate, so that they become, Qualifying Tier 2 Securities |
| Listing | An application has been made to Euronext Dublin to admit the Notes to listing on the Official List and trading on GEM |
| Clearing System | Euroclear / Clearstream, DTC |
| Use of Proceeds | The net proceeds from the offering of the Notes are intended to be used towards the financing and/or refinancing of certain Sustainable Projects in accordance with the Sustainable Finance Framework |
| Denominations | USD 200,000 and integral multiples of USD 1,000 in excess thereof |
| Governing Law | The Notes (except for the provisions of Condition 3 (including as referred to in Condition 6) which will be governed by, and construed in accordance with Turkish law), the Agency Agreement, the Deed Poll and the Deed of Covenant and any non-contractual obligations arising out of or in connection with any of them will be governed by, and construed in accordance with, English law. |