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Published on 1/12/2024 in the Prospect News Liability Management Daily.

NIBC Bank launches consent solicitation for CMS-linked perpetuals

By Mary-Katherine Stinson

Lexington, Ky., Jan. 12 – NIBC Bank NV launched a consent solicitation related to its $100 million outstanding CMS-linked perpetual debt securities (ISIN: XS0215294512), according to multiple notices.

The bank is asking holders to consent to the execution of the supplemental trust deed to modify the terms and conditions as follows: that the interest rate will be determined by reference to the SOFR spread adjusted swap rate, beginning on the interest payment date expected to be on March 24, as opposed to being calculated using the Libor swap rate and to enact new fallback provisions relating to the SOFR ICE swap rate. Because of those changes, a contractual recognition of the bail-in clause and consequential amendments to the trust deed because of the new fallback provision are included.

The issuer will pay a consent fee to eligible security holders that submit valid electronic voting instructions to the tabulation agent by11 a.m. ET on Jan. 31. The consent fee will be an amount equal to 50% of the principal amount of the securities subject to the electronic voting instruction.

A security holders meeting will be held at the offices of Clifford Chance LLP in Amsterdam at 4 a.m. ET on Feb. 5 for the purpose of considering passing the extraordinary resolution. Notice has been delivered to holders and published on NIBC's website at https://nibc.com/.

Implementation of the proposed amendments is expected to occur on Feb. 12.

If the extraordinary resolution is passed, it will be binding on all security holders subject to the satisfaction of the eligibility condition, regardless of their participation.

NatWest Markets NV (+44 20 7085 6124, NWMLiabilityManagement@natwestmarkets.com) is the sole solicitation agent.

Kroll Issuer Services Ltd. is the tabulation agent (+44 20 7704 0880, nibc@is.kroll.com, https://deals.is.kroll.com/nibc).

The bank is based in The Hague. It was formerly known as NIBC Capital Bank NV.


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