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Published on 5/26/2011 in the Prospect News Liability Management Daily.

Banco Popolare holders tender €659.1 million of floaters for exchange

By Angela McDaniels

Tacoma, Wash., May 26 - Banco Popolare received tenders for €659.1 million of notes in its exchange offer for €1.3 billion of three series of subordinated lower tier 2 notes, according to a bank news release.

The offer began on May 18 and ended at 11 a.m. ET on May 25.

Holders tendered:

• €242.2 million of the bank's €500 million of subordinated lower tier 2 callable step-up floating-rate notes due June 2016. The bank noted that it will not exercise the call option for these notes on June 15;

• €65.6 million of the bank's €250 million of subordinated lower tier 2 callable step-up floating-rate notes due November 2016; and

• €351.3 million of the bank's €550 million subordinated lower tier 2 callable step-up floating-rate notes due February 2017.

All of the notes were accepted and will be canceled after they are exchanged.

Holders will receive new 6.375% 10-year debt securities with the same level of subordinated issued by Banco Popolare under its euro medium-term note program. The notes have no call option.

The exchange ratio is 0.984797 for the floaters due June 2016, 0.979760 for the floaters due November 2016 and 0.969685 for the floaters due 2017.

The bank will also pay accrued interest up to but excluding the settlement date, which is expected to be May 31.

For each series of notes, the exchange ratio equals its exchange price divided by the new issue price of the new notes. The exchange price is 97.75% for the notes due 2016 and 96.25% for the notes due 2017.

The new issue price is 99.259. The spread over the 10-year euro mid-swap rate is 332.8 basis points for the new notes.

The Verona, Italy-based bank will issue a total of €660.69 million of the new notes, including €40,722,000 principal amount that it sold for cash. The exchange offer was conditioned on a minimum of €300 million of new notes being issued through the exchange offer and the cash offering.

The joint dealer managers are Merrill Lynch International (44 207 995 3715/2324) and UBS Ltd. (44 207 567 0525). Banca Aletti & C. SpA (39 02 8818 1779) is co-manager. The exchange agent is Lucid Issuer Services Ltd. (44 020 7704 0880).

Issuer:Banco Populare
Issue:Subordinated lower tier 2 notes
Amount:€660,693,000
Maturity:May 31, 2021
Coupon:6.375%
Price:99.259
Spread:332.8 bps over 10-year euro mid-swap rate
Call option:None
Pricing date:May 26
Settlement date:May 31

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