Related Issuers
by Chris Reich
Jun 24, 2025 3:23 PM ET
Turkiye Garanti Bankasi AS (GARAN), exp issue ratings B2/B+ by Moody's/Fitch (issuer ratings Ba3/BB- (p/s) by Moody's/Fitch)), US$500m 144A/Reg S 10.5NC5.5 fixed rate resettable Basel III compliant Tier 2 notes due 1/8/36. Issuer call date: 1/8/31. BBVA/JPM/Merrill Lynch Intl (B&D) as JGCs/JBrs. BNP/ENBD/FADB/MUFG/StanChart as JLMs/JBRs. Coupon: From (and including) the Issue Date to (but excluding) the Reset Date Issuer Call Date the Notes will bear interest at the fixed rate of % per annum, payable semi-annually in arrear, on 8 January and 8 July in each year (each an “Interest Payment date”) commencing on 8 January 2026 (long first coupon). From (and including) the Reset Date Issuer Call Date to (but excluding) the Maturity Date the Notes will bear interest at a fixed rate per annum equal to the sum of the CMT Rate and the Reset Margin, payable semi-annually in arrear on each Interest Payment Date. Issuer Call: The Issuer may redeem all, but not some only, of the Notes on any date in the period from (and including) 8 October 2030 to (and including) 8 January 2031 (the “Reset Date”) at their respective then prevailing principal amount together with interest accrued to (but excluding) the date of redemption call date, subject (if required by applicable law) to the prior approval of the BRSA. Investor Presentation: URL: https://dealroadshow.com / Entry Code: Garanti2025; Direct Link: https://dealroadshow.com/e/Garanti2025. Pricing 6/24. Settle 7/1 (T+5). Rule 144A: ISIN US900148AH05.
IPTs: 8.75% area.
LAUNCHED: $500m 10.5nc5.5 at 8.25%.
PRICED: $500m 8.125% 1/8/36 99.451 8.25%. Back-end reset margin: T+432.5.
OTHER:
Redemption upon a Capital Disqualification Event or for tax reasons | The Issuer may redeem all, but not some only, of the Notes on any Payment Business Day at their respective then prevailing principal amount together with interest accrued to (but excluding) the date of redemption, upon the occurrence of a Capital Disqualification Event (full or partial regulatory disqualification), or subject (if required by applicable law) to the prior approval of the BRSA, for tax reasons (additional amounts, withholding tax and loss of deductions for interest or where value of deductions is reduced (a “Tax Event”). |
Substitution or Variation instead of Redemption | If at any time a Capital Disqualification Event or a Tax Event occurs, the Issuer may instead of redeeming the Notes either substitute all (but not some only) of the Notes for Qualifying Tier 2 Securities, or vary the terms of the Notes accordingly, provided that they remain or, as appropriate, so that they become, Qualifying Tier 2 Securities (including having terms not materially less favourable to a Noteholder than the terms of the Notes). |
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. 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. If a Non-Viability Event occurs then the Issuer will reduce the then Prevailing Principal Amount of each outstanding Note by the relevant Write-Down Amount in the manner described in the terms and conditions of the Notes. Non-Viable means 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 licence 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 Turkey on the condition that losses are deducted from the capital of existing shareholders. |
Listing | Euronext Dublin Regulated Market |
Use of Proceeds | General Corporate Purposes |
Minimum Denominations | USD 200,000 and integral multiples of USD 1,000 thereafter |
Governing law | English law and, in respect of subordination, Turkish law |