DNB Bank fails to get votes to change 1985 DNC notes to SOFR

By Mary-Katherine Stinson

Lexington, Ky., Sept. 21 – DNB Bank ASA reported it failed to get the necessary votes to transition its $215 million outstanding primary capital perpetual floating-rate notes (ISIN: LU0001344653) to SOFR, according to a notice.

The notes, which had an original issue size of $280 million, are also known as the 1985 DNC notes.

The bank was proposing to transition the notes to daily compounded SOFR plus a 26.161 basis points adjustment from three-month Libor. Payments would be quarterly.

At the adjourned meeting of noteholders held on Sept. 21, the extraordinary resolution was not passed. Therefore, the proposals will not be implemented.

The original meetings for the three securities included in the consent solicitation started at 4 a.m. ET on Aug. 24.

For the Creditbank notes, including the 1985 DNC notes, the quorum required was two-thirds of the principal amount outstanding of the series, which was not met. Therefore, the Aug. 24 meeting was adjourned due to lack of a quorum.

Background

As previously reported on July 24, the bank was hosting separate holder meetings for proposed amendments to three securities.

In addition to the 1985 DNC notes, the other securities originally issued by Den norske Creditbank to be voted upon were as follows:

• $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.

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 bps adjustment rate. Payments would be semiannual.

Details

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

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

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

No consent fee was paid in connection with the consent solicitation.

The financial services company is based in Oslo.

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