Societe Generale gives early consent results, adds bail-in conditions

By William Gullotti

Buffalo, N.Y., May 26 – Societe Generale released early but partial consent solicitation results, pertaining to two of the six series of notes in its May 16 consent solicitation, according to a notice on Friday.

As previously reported, the issuer is seeking to introduce a contractual recognition of bail-in clause to the conditions of each of the relevant notes.

As of 5 p.m. ET on May 25, the issuer received adequate written consent to approve the proposal from holders of the following two series of notes:

• $1 billion subordinated 4.25% notes due Aug. 19, 2026 (ISIN: US83368JKF65, USF43628C650); and

• $500 million subordinated 5.625% notes due Nov. 24, 2045 (ISIN: US83367TBT51, USF8586CBU56).

According to the notice, Societe Generale received consents in favor from holders representing a majority consisting of more than 50% in aggregate principal amount of the outstanding notes, consequently deeming the proposal approved.

Although four other series of notes were involved in the consent solicitation, no updates were provided.

As previously reported and under other separate proposed written resolutions, the company is seeking to amend the following:

• ¥10 billion 2.5% subordinated notes due Dec. 16, 2026 (ISIN: XS1530901658); and

• $50 million 5.4% subordinated notes due July 23, 2035 (ISIN: XS1265349909).

In addition, Societe Generale issued a notice of meeting for each of the following:

• $500 million 5.1% subordinated notes due June 27, 2036; and

• A$150 million 4.875% subordinated notes due Oct. 13, 2026.

For the two series that approved the proposal by the early consent deadline, the execution of the supplemental agency agreement is expected to occur May 31.

As previously reported, meetings for the 4.25% notes due 2026, 5.625% notes due 2045, 5.1% dollar notes due 2036 and 4.875% notes due 2026 will be held on June 16. If necessary, adjourned meetings for any of those four series will be held on July 10.

The quorum required at each initial meeting will be one or more persons representing at least 50% of the principal amount of the notes outstanding.

The majority required at each meeting to pass the extraordinary resolution will be a majority of not less than 75% of the votes cast.

The meetings for the two approving series of notes will still be held, but the proposal will not be considered or voted on.

The company indicated that the previously reported 0.25% early consent fee, payable to consenting noteholders from any series who provided written consent by the early voting deadline, is expected to be paid June 5.

As previously reported, the expiration deadline or voting deadline is 11 a.m. ET on June 13, which is three days prior to the scheduled noteholder meetings.

Societe Generale (+33 1 42 13 32 40; liability.management@sgcib.com) is the solicitation agent.

The fiscal and principal paying agent is Societe Generale Luxembourg SA.

The information and tabulation agent is D.F. King (212 269-5550 or 800 549-6697, +44 20 7920 9700, +852 3953 7208; SGCIB@dfkingltd.com; https://sites.dfkingltd.com/SGCIB).

The investment banking company is based in Paris.

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