DNB Bank meetings adjourn for lack of quorum; two votes fail in change to SOFR

By Mary-Katherine Stinson

Lexington, Ky., Aug. 24 – DNB Bank ASA gave the results of separate holder meetings for proposed amendments to three securities, according to multiple announcements.

As previously reported, two securities originally issued by Den norske Creditbank were to be voted upon, namely the:

• $215 million outstanding primary capital perpetual floating-rate notes (ISIN: LU0001344653), which had an original issue size of $280 million; and

• $150 million outstanding primary capital perpetual floating-rate notes (ISIN: GB0042636166), or the 1986 DNC notes, which had an original issue size of $300 million.

Both notes list Law Debenture Trust Corp. plc as trustee and Citibank, NA as principal paying agent.

The other series subject to amendment was the $200 million outstanding perpetual floating-rate notes, or the 1986 Bergen Bank notes, that were originally issued by Bergen Bank A/S (ISIN: GB0040940875). The series also lists Law Debenture Trust as trustee, but Bank of New York Mellon London Branch as principal paying agent.

Meeting results

Meetings started at 4 a.m. ET on Aug. 24, with one meeting starting as soon as the previous meeting finished.

For the Creditbank notes, including the 1986 DNC notes, the quorum required two-thirds of the principal amount outstanding of the series.

In the case of the $215 million outstanding primary capital perpetual floating-rate notes, the meeting was adjourned due to a lack of a quorum.

The adjourned meeting will be held at 4 a.m. ET on Sept. 21 at the issuer’s offices in Oslo.

For the Bergen notes, for the meeting to be quorate, representation was needed from noteholders representing 75% of the notes.

In the cases of the 1986 DNC notes and the 1986 Bergen Bank notes, the resolutions were not passed in each separate meeting. Therefore, the resolutions will not implemented.

Proposals

As previously reported, for the second series of Creditbank notes and the Bergen notes, six-month Libor would have been changed to daily compounded SOFR with a 42.826 basis points adjustment rate. Payments would be semiannual.

For the first series of Creditbank notes, three-month Libor would be changed to daily compounded SOFR plus a 26.161 bps adjustment. Payments would be quarterly.

Details

The consent solicitations expired at 4 a.m. ET on Aug. 22.

BNP Paribas is the solicitation agent (+33 1 55 77 78 94, liability.management@bnpparibas.com).

The tabulation agent is Kroll Issuer Services Ltd. (+44 20 7704 0880, dnbbank.com@is.kroll.com).

No consent fee will be paid in connection with the consent solicitation.

The financial services company is based in Oslo.

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