Intesa Sanpaolo Perp6.5 EUR Benchmark AT1 - IPT 6.625% area
Issuer: Intesa Sanpaolo S.p.A. (ISPIM)
Notes: Additional Tier 1 EUR Notes
Issuer Ratings: Baa1 (stable) / BBB (positive) / BBB (stable) / BBBH (stable)
by Moody's / S&P / Fitch / DBRS
Exp. Issue Ratings: Ba3 / BB- / BB- / BBL
Form: RegS only Bearer, NGN
Status of the Notes / Ranking: Unsecured, subordinated obligations of the Issuer that will rank pari passu without any preference among the Notes and:
(A) for so long as the Notes qualify, in whole or in part, as Additional Tier 1 Capital: (i) pari passu with Parity Securities; (ii) in priority to Junior Securities; and (iii) junior to all depositors of the Issuer, unsubordinated creditors and subordinated indebtedness (other than Parity Securities and Junior Securities)
(B) if the Notes cease to qualify as Additional Tier 1 Capital and for so long as they qualify as Tier 2 Capital: (i) pari passu with Tier 2 Capital; (ii) in priority to Junior Securities and any Additional Tier 1 Capital; (iii) junior to all depositors of the Issuer, unsubordinated creditors and subordinated indebtedness which rank senior to the Notes
(C) if the Notes do not qualify as Additional Tier 1 Capital and Tier 2 Capital: (i) pari passu with any other subordinated instruments that have ceased to qualify as own fund items; (ii) in priority to Junior Securities and any other own fund items; (iii) junior to all depositors of the Issuer, unsubordinated creditors and subordinated indebtedness which rank senior to the Notes
Nominal Amount: EUR Benchmark
IPTs: 6.625% area
Settlement Date: 30 March 2022 (T+5)
Maturity: Perpetual (maturity linked to corporate duration of Intesa Sanpaolo S.p.A.)
First Reset Date: 30 September 2028
Optional Redemption Date: The Notes may be redeemed, in whole but not in part, at the option of the Issuer on (i) any business day during the six-month period commencing on (and including) 30 March 2028 to (and including) the First Reset Date and (ii) any Interest Payment Date thereafter, at the prevailing Outstanding Principal Amount, and subject to the prior consent of the Relevant Authority in accordance with Relevant Regulations
Coupon: Fixed rate of [•]% per annum, non-cumulative, payable semi-annually, until the First Reset Date and thereafter reset every 5 years to the aggregate of the Margin plus the then 5-Year Mid-Swap Rate calculated on an annual basis and then converted to a semi-annual rate
Interest Payment Dates: 30 March and 30 September in each year, commencing on 30 September 2022
Discretionary Interest Payments: Interest on the Notes will be due and payable only at the sole discretion of the Issuer, and the Issuer shall have sole and absolute discretion at all times and for any reason to cancel (in whole or in part) for an unlimited period and on a non-cumulative basis any interest payment that would otherwise be payable on any Interest Payment Date
Restriction on Interest Payments: Interest payments will be cancelled in full or in part as applicable (i) upon insufficient Distributable Items of the Issuer, (ii) if, when aggregated with other relevant distributions, would cause the Maximum Distributable Amount then applicable to the Issuer or the Group to be exceeded or (iii) if required by the Relevant Authority
Day Count Fraction: Actual/Actual ICMA
Stabilisation: FCA / ICMA
Business Days Convention: TARGET2 / London
Use of Proceeds: General funding purposes and to improve the regulatory capital structure of the Group
Early Redemption Events: Callable at their Outstanding Principal Amount together with accrued interest in whole or in part upon a Tax Event (loss of tax deductibility and payment of additional amounts) or in whole but not in part upon a Regulatory Event (exclusion in whole or in part from Additional Tier 1 capital of the Issuer and/or the Group or reclassification as a lower quality form of Own Funds), subject to the prior approval of the Relevant Authority and satisfaction of the conditions for redemption
Trigger Event: If, at any time, the transitional CET1 Ratio of the Issuer on a solo basis, or the Group on a consolidated basis is less than 5.125 per cent
Write-Down upon Trigger Event: If a Trigger Event has occurred at any time, then the Issuer shall write down the Outstanding Principal Amount of the Notes, on a pro rata basis with the write-down or conversion of other Loss Absorbing Instruments, by the relevant Write-Down Amount
Write-up: Following a positive Net Income and positive Consolidated Net Income, the Issuer may at its discretion reinstate and write-up the Outstanding Principal Amount, pro rata with other Equal Trigger Temporary Written Down Instruments and subject to compliance with the reinstatement limit pursuant to applicable banking regulations
Waiver of Set-Off: Any right of set-off is waived.
Each holder of a Note or a Coupon unconditionally and irrevocably waives any right of set-off, counterclaim, abatement or other similar remedy which it might otherwise have, subject to applicable law, in respect of such Note or Coupon
Acknowledgement of the Italian Bail-In Power: Each holder acknowledges, accepts, consents to and agrees to be bound by (a) the effects of the exercise of the Italian Bail-in Power by the Relevant Authority, and (b) the variation of the Conditions, as deemed necessary by the Relevant Authority, to give effect to the exercise of the Italian Bail-in Power by the Relevant Authority
Events of Default: The Events of Default, being events upon the occurrence of which the Notes shall become immediately due and payable, are limited to circumstances in which Intesa Sanpaolo becomes subject to compulsory winding-up (liquidazione coatta amministrativa) pursuant to Articles 80 and following of Italian Legislative Decree number 385 of 1 September 1993, as amended and supplemented from time to time (the “Italian Banking Act”) or voluntary winding-up (liquidazione volontaria) in accordance with Article 96-quinquies of the Italian Banking Act, otherwise than for the purposes of an Approved Reorganisation or on terms previously approved by the Noteholders, as set out in Condition 11 (Enforcement Event)
Modification: The Issuer may vary the terms of the Notes so that they remain or become Qualifying Securities upon a Tax Event, Regulatory Event or in order to ensure the effectiveness and enforceability of Acknowledgement of the Italian Bail-in Power, subject to prior approval of the Relevant Authority (if required) and certain conditions such as, other than in respect of the effectiveness and enforceability of Acknowledgement of the Italian Bail-in Power, the terms being not materially less favourable to Noteholders
Documentation: Standalone. Preliminary Prospectus dated 23 March 2022
Advertisement: This communication is an advertisement. The final Prospectus relating to the Notes, when available, will be published on
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Distribution: The Notes have not been, nor will they be, registered under the Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except in certain transactions exempt from the registration requirements of the Securities Act
Selling Restrictions: EU (only PR exempt offering),UK, US Regulation S (no communications with or into the U.S.), no sales into Canada or Japan; see further the Preliminary Prospectus dated 23 March 2022
Listing: Luxembourg Stock Exchange’s Regulated Market
Clearing Systems: Clearstream and Euroclear
ISIN Code: [•]
Governing Law: Italian Law
Min Denomination: €200,000 and integral multiples of €1,000 in excess thereof, up to (and including) €399,000.
Joint Lead Managers: BNP Paribas, BofA Securities, Citi, Deutsche Bank, IMI-Intesa Sanpaolo (B&D), Morgan Stanley, UBS Investment Bank
EU MiFID II and UK MiFIR Target Market / EU and UK PRIIPs: Manufacturer target market (EU MiFID II and UK MiFIR product governance) is eligible counterparties and professional clients only (all distribution channels). No EU PRIIPs or UK PRIIPs key information document has been prepared as not available to retail in EEA or the UK.
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