Swiss Re launches any-and-all tender offer for 4.25% notes, capped offer for five series

By Marisa Wong

Los Angeles, Oct. 2 – Swiss Re Finance (Luxembourg) SA is offering to purchase for cash any and all of its $1 billion outstanding 4.25% perpetual subordinated fixed-spread callable notes (ISIN: XS2049422343) guaranteed by Swiss Reinsurance Co. Ltd., according to multiple press release releases.

Swiss Re Finance is offering to purchase the dollar-denominated 4.25% notes at a fixed price of $965 per $1,000 principal amount.

Capped offer

In addition, Swiss Re Finance is offering to purchase for cash notes from five series, up to a nominal amount of $1.5 billion (equivalent) less the aggregate nominal amount of 4.25% notes tendered and accepted for purchase under the any-and-all tender offer (assuming that 4.25% notes tendered under guaranteed delivery procedures would be delivered).

Under the capped offer, Swiss Re Finance will accept notes in the following order of priority:

• First, dollar-denominated 6.05% non-step-up callable notes due Feb. 15, 2056 with a first call date on Feb. 15, 2031 (ISIN: XS1389124774) issued by Argentum Netherlands BV (formerly known as Demeter Investments BV), with $400 million principal amount outstanding, tendered on or before the early tender date for purchase at a fixed price of $930 per $1,000 principal amount;

• Second, to the extent the capped offer maximum amount has not been exceeded, euro-denominated 2.534% guaranteed subordinated fixed-rate reset step-up callable notes due April 30, 2050 with a first call date on April 30, 2030 (ISIN: XS1963116964) issued by Swiss Re Finance and guaranteed by Swiss Reinsurance, with €750 million principal amount outstanding, tendered on or before the early tender date for purchase at a price to be calculated based on the interpolated swap rate and a fixed spread of 145 basis points;

• Third, to the extent the offer cap has not been exceeded, dollar-denominated 5.524% perpetual fixed-spread callable notes with a first call date on Aug. 15, 2022 and next callable on Aug. 15, 2027 (ISIN: XS1640851983) issued by Argentum Netherlands, with $750 million principal amount outstanding, tendered on or before the early tender date for purchase at a fixed price of $930 per $1,000 principal amount;

• Fourth, to the extent the offer cap has not been exceeded, dollar-denominated 5% subordinated fixed-rate reset step-up callable notes due April 2, 2049 with a first call date on April 2, 2029 (ISIN: XS1973748707, US87089NAA81) issued by Swiss Re Finance and guaranteed by Swiss Reinsurance, with $1 billion outstanding, tendered on or before the early tender date for purchase at a price based on the 4.375% U.S. Treasury due Aug. 31, 2028 and a fixed spread of 115 bps;

• Fifth, to the extent the offer cap has not been exceeded, dollar-denominated 5.75% fixed-to-floating rate non step-up callable notes due Aug. 15, 2050 with a first call date on Aug. 15, 2025 (ISIN: XS1261170515) issued by Argentum Netherlands, with $700 million outstanding, tendered on or before the early tender date for purchase at a price based on the 5% U.S. Treasury due Aug. 31, 2025 and a fixed spread of 180 bps;

• Sixth, to the extent the offer cap has not been exceeded, dollar-denominated 6.05% notes tendered after the early tender date for purchase at a price equal to the total consideration for the 6.05% notes listed above less the early tender payment of $30 per $1,000 principal amount; and

• Seventh, to the extent the offer cap has not been exceeded, euro-denominated 2.534% notes tendered after the early tender date for purchase at a price equal to the total consideration for the 2.534% notes listed above less the early tender payment of €30 per €1,000 principal amount;

• Eighth, to the extent the offer cap has not been exceeded, dollar-denominated 5.524% notes tendered after the early tender date for purchase at a price equal to the total consideration for the 5.524% notes listed above less then early tender payment of $30 per $1,000 principal amount;

• Ninth, to the extent the offer cap has not been exceeded, dollar-denominated 5% notes tendered after the early tender date for purchase at a price equal to the total consideration for the 5% notes listed above less then early tender payment of $30 per $1,000 principal amount; and

• Finally, to the extent the offer cap has not been exceeded, dollar-denominated 5.75% notes tendered after the early tender date for purchase at a price equal to the total consideration for the 5.75% notes listed above less then early tender payment of $30 per $1,000 principal amount.

Under the capped offer, all notes tendered on or before the early tender date will be accepted in priority to notes tendered after the early deadline. If notes tendered on or before the early deadline would cause the capped offer maximum amount to be exceeded, then no notes tendered after the early deadline will be accepted.

To determine whether the offer cap has been reached at any given time, amounts that are not already in dollars will be converted into dollars using an exchange rate of €1.00 to U.S.$1.0585.

Details

For each offer, in addition to the purchase price, the company will also pay accrued interest.

The any-and-all tender offer will expire at 5 p.m. ET on Oct. 6, which is also the withdrawal deadline.

Settlement of the any-and-all offer is expected to be on Oct. 12.

When the company announces the results of the any-and-all offer, the company will also announce the capped offer maximum amount.

The early tender date under the capped offer is 5 p.m. ET on Oct. 16, which is also the withdrawal deadline.

Settlement of early tendered capped offer notes will be on Oct. 18.

The capped offer will expire at 5 p.m. ET on Oct. 31.

Final settlement of the capped offer is expected to be on Nov. 2.

The purpose of the offers is to proactively manage the group’s subordinated debt portfolio and to reduce its future interest expense.

The dealer managers are BofA Securities Europe SA (+33 1 877 01057; 888 292-0070 or 980 387-3907; DG.LM-EMEA@bofa.com) and HSBC Bank plc (+44 20 7992 6237; 888 HSBC-4LM or 212 525-5552; liability.management@hsbcib.com).

The information and tender agent is D.F. King (+44 20 7920 9700; 212 269-5550 or 800 848-2998; swissre@dfkingltd.com; https://sites.dfkingltd.com/swissre).

The Swiss Re group is a reinsurance company based in Zurich.

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