Allen & Overy advises Credito Emiliano on the tender offer on Senior Non-Preferred notes and on new social bond

Credito Emiliano S.p.A. announced a tender offer for cash (the “Offer”) to holders of its “EUR500,000,000 1.50% Fixed to Floating Rate Callable Senior Non-Preferred” notes due October 2025. The Offer aims at purchasing up to EUR200 million in aggregate principal amount of Notes, although the Offeror reserves the right, in its sole discretion, to accept less than such amount for purchase pursuant to the Offer.

The Offer was made as part of Credito Emiliano’s pro-active management of its liabilities and the terms and conditions of the Offer are contained in the Tender Offer Memorandum dated 18 September 2023. In Italy, the Offer on the Notes is being carried out as an exempted offer pursuant to the Financial Services Act and to CONSOB Issuers Regulation.

Credito Emiliano additionally announced the issuance of a Social Senior Preferred fixed-to-floating rate bond for a total nominal amount of EUR500 million, due on 26 March 2030. The bond will pay an annual coupon of 4.875% until the optional redemption date (26 March 2029). Starting from the optional redemption date, should the issuer not call the bond, the coupon will be paid on a quarterly basis and determined on the basis of three-month Euribor, increased by 160 bps. The new bond is issued under Credito Emiliano’s EUR5 billion Euro Medium Term Note (EMTN) Programme, and the notes have been listed on the Dublin Stock Exchange, Euronext Dublin, regulated market.

The social bond was issued from Credem’s Green, Social and Sustainability Bond Framework. The net proceeds will be used to support social activities, by financing and/or refinancing loans to small and medium enterprises operating in economically disadvantaged areas, to support female entrepreneurship and to support activities linked to the healthcare system.

A&O’s team advising Credito Emiliano was led by partner Cristiano Tommasi and Craig Byrne, head of the Italian International Capital Markets practice, supported by senior associate Sarah Capella, associates Elisabetta Rapisarda and Alessandro Negri, and by trainee Paolo Martellone. Counsel Elia Ferdinando Clarizia assisted on the tax aspects of the deal.