Swiss Re wraps oversubscribed tender offer for five series of notes

By Mary-Katherine Stinson

Lexington, Ky., Nov. 1 – Swiss Re Finance (Luxembourg) SA concluded the cash tender for five series of notes, up to a capped maximum amount of $1,131,200,000, according to a notice.

As the offer was oversubscribed as of the early tender date on Oct. 16, resulting in no more tenders being accepted after that date, the totals were unchanged from the previous announcement.

As previously reported, the company accepted early tenders for three of the series in full without proration, early tenders of one of the series subject to a scaling factor and none of the early tenders of the remaining series.

Specifically, Swiss Re Finance accepted the following tendered amounts, with the notes listed in order of acceptance priority:

• All $376,994,000 tendered of the $400 million outstanding 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) at a fixed price of $930 per $1,000 principal amount, leaving $23,006,000 principal amount outstanding;

• All €211.5 million tendered of the €750 million outstanding 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 Co. Ltd. at a price of €872.22 per €1,000 principal amount, calculated based on the interpolated swap rate and a fixed spread of 145 basis points, leaving €538.5 million principal amount outstanding;

• All $295,785,000 tendered of the $750 million outstanding 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 at a fixed price of $930 per $1,000 principal amount, leaving $454,215,000 principal amount outstanding;

• $234.2 million of the $377.8 million tendered, with a scaling factor of 68.42% applied, of the $1 billion outstanding 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 at a price of $954.47 per $1,000 principal amount, based on the 4.375% U.S. Treasury due Aug. 31, 2028 and a fixed spread of 115 bps, leaving $765.8 million principal amount outstanding; and

• None of the $475,242,000 tendered of the $700 million outstanding 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. Pricing for this series was supposed to be based on the 5% U.S. Treasury due Aug. 31, 2025 and a fixed spread of 180 bps.

As previously announced, the capped maximum amount was set equal to $1.5 billion (equivalent) less the aggregate nominal amount of 4.25% perpetual notes tendered and accepted for purchase under the concurrent any-and-all tender offer.

Pricing for the 2.534% notes and 5% notes was determined at 10 a.m. ET on Oct. 17.

Settlement for the early tendered notes under the capped offer occurred on Oct. 18.

The capped offer expired at 5 p.m. ET on Oct. 31. Final settlement had been slated for Nov. 2, but no additional notes were accepted for purchase.

Any-and-all offer

Also on Oct. 2, Swiss Re Finance had begun an offer 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.

As of the expiration of the any-and-all offer at 5 p.m. ET on Oct. 6, holders had tendered $368.8 million, or 36.88%, of the outstanding 4.25% notes. The company accepted for purchase all of the tendered notes, leaving $631.2 million principal amount outstanding.

None of the 4.25% notes were tendered under guaranteed delivery procedures.

Swiss Re Finance purchased the 4.25% notes at a fixed price of $965 per $1,000 principal amount. Settlement of the any-and-all offer was on Oct. 12.

Given the results of the any-and-all offer for the 4.25% notes, the company then set the capped maximum amount for the concurrent capped tender offer.

Details

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

The purpose of the offers was 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 87 70 10 57; 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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