UBS Announces Cash Tender Offers for Debt Securities
Ad hoc announcement pursuant to Article 53 of the SIX Exchange Regulation Listing Rules
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Acceptance Priority Level(1) |
Title of Security |
CUSIP/ISIN |
Issuer |
First Par Call Date(2) |
Maturity Date |
Principal Amount Outstanding
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Reference Security(3) |
Fixed Spread
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Bloomberg Reference Page |
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1 |
7.500% Senior Notes due 2028 |
22550L2M2 / US22550L2M24 |
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N/A |
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3.50% UST due |
20 bps |
FIT1 |
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2 |
5.000% Senior Notes due 2027 |
22550L2K6 / US22550L2K67 |
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N/A |
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3.50% UST due |
10 bps |
FIT1 |
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3 |
9.016% Fixed Rate/Floating Rate Senior Callable Notes due 2033 |
144A: 225401BB3 / US225401BB38
Reg S: H3698DDW1 / USH3698DDW14 |
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4.25% UST due |
40 bps |
FIT1 |
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4 |
6.537% Fixed Rate/Floating Rate Senior Callable Notes due 2033 |
144A: 225401AZ1 / US225401AZ15;
Reg S: H3698DDS0 / USH3698DDS02 |
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4.25% UST due |
40 bps |
FIT1 |
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5 |
7.750% Fixed Rate Reset Senior Callable Notes due 2029 |
Reg S ISIN: CH1214797172 |
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€3,000 |
0.50% DBR due |
65 bps |
FIT GE1-3 |
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6 |
6.442% Fixed Rate/Floating Rate Senior Callable Notes due 2028 |
144A: 225401AV0 / US225401AV01;
Reg S: H3698DDN1 / USH3698DDN15 |
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3.75% UST due |
50 bps |
FIT4 |
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7 |
4.282% Senior Notes due 2028 |
144A: 225401AC2 / US225401AC20;
Reg S: H3698DAR5 / USH3698DAR55 |
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4.00% UST due |
30 bps |
FIT4 |
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(1) |
Subject to the satisfaction or waiver of the conditions of the Offers described in the Offer to Purchase, if the Maximum Purchase Condition is not satisfied with respect to every series of Notes, the relevant Offeror will accept Notes for purchase in the order of their respective acceptance priority level specified in the table above (each, an “Acceptance Priority Level,” with 1 being the highest Acceptance Priority Level and 7 being the lowest Acceptance Priority Level). It is possible that a series of Notes with a particular Acceptance Priority Level will not be accepted for purchase even if one or more series with a higher or lower Acceptance Priority Level are accepted for purchase. |
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(2) |
For each series of Notes in respect of which a par call date is indicated, the calculation of the applicable Total Consideration (as defined below) will be performed to the par call date. For each series of Notes in respect of which a par call date is not indicated, the calculation of the applicable Total Consideration will be performed to the maturity date. See Annex A to the Offer to Purchase for an overview of the calculation of the Total Consideration with respect to the Notes. |
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(3) |
The total consideration for each series of Notes (such consideration, the “Total Consideration”) payable per each |
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(4) |
Originally issued by |
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(5) |
Originally issued by |
The Offers are made as part of UBS’s proactive management of its funding and total loss-absorbing capacity, among other factors, to optimize interest expense. Independently of the Offers,
The Offers are scheduled to expire at
The Initial Settlement Date for an Offer of any Notes validly tendered at or prior to the Expiration Date (and not validly withdrawn at or prior to the Withdrawal Date), and accepted for purchase by the applicable Offeror, will be promptly after the Expiration Date. The Initial Settlement Date is expected to be the second business day after the Expiration Date (expected to be
The Guaranteed Delivery Settlement Date for an Offer of any Notes validly tendered after the Expiration Date and at or prior to the Guaranteed Delivery Date pursuant to the Guaranteed Delivery Procedures, and accepted for purchase by the applicable Offeror, will be promptly after the Guaranteed Delivery Date. The Guaranteed Delivery Settlement Date is expected to be the first business day after the Guaranteed Delivery Date (expected to be
In addition to the applicable Total Consideration, Holders whose Notes are accepted for purchase will receive a cash payment equal to the accrued and unpaid interest on such Notes from and including the immediately preceding interest payment date for such Notes to, but excluding, the Initial Settlement Date. The Accrued Coupon Payment in respect of Notes accepted for purchase will be calculated in accordance with the terms of such Notes. For the avoidance of doubt, interest will cease to accrue on the Initial Settlement Date for all Notes accepted in the Offers and Holders whose Notes are tendered pursuant to the Guaranteed Delivery Procedures and are accepted for purchase will not receive payment in respect of any interest for the period from and including the Initial Settlement Date.
The applicable Offeror’s obligation to complete an Offer with respect to a particular series of Notes validly tendered is conditioned on the satisfaction of conditions described in the Offer to Purchase, including that the aggregate Total Consideration (converted into
If the Maximum Purchase Condition is not satisfied with respect to each series of Notes, the Offerors will accept Notes for purchase in the order of their respective Acceptance Priority Level.
The Offerors reserve the right, but are under no obligation, to (x) waive the Maximum Purchase Condition with respect to one or more Offers and accept all Notes of the series sought in such Offer, and of any series of Notes sought in Offers with a higher Acceptance Priority Level, validly tendered and not validly withdrawn, or (y) skip any Offer for Notes that would have caused the Maximum Purchase Consideration to be exceeded and purchase all Notes of a given series in an Offer having a lower Acceptance Priority Level so long as the Offerors are able to purchase the full amount of validly tendered and not validly withdrawn Notes in such Offer without exceeding the Maximum Purchase Consideration.
It is possible that an Offer with a particular Acceptance Priority Level will result in the Maximum Purchase Consideration being exceeded and therefore the series of Notes sought in such Offer will not be accepted for purchase even if one or more series of Notes with a higher or lower Acceptance Priority Level are accepted for purchase. None of the Offers is conditioned on the consummation of any of the other Offers.
The Offerors reserve the right, but are under no obligation, to increase the Maximum Purchase Consideration or waive the Maximum Purchase Condition, in their sole discretion subject to applicable law, with or without extending the Withdrawal Date. No assurance can be given that the Offerors will increase the Maximum Purchase Consideration or waive the Maximum Purchase Condition. If Holders tender more Notes in the Offers than they expect to be accepted for purchase based on the Maximum Purchase Consideration and the Offerors subsequently accept more of such Notes tendered than such Holders expected as a result of an increase in the Maximum Purchase Consideration, such Holders may not be able to withdraw any of their previously tendered Notes. Accordingly, Holders should not tender any Notes that they do not wish to be accepted for purchase. If a given series of Notes is accepted for purchase pursuant to the Offers, all Notes of that series that are validly tendered will be accepted for purchase. No series of Notes will be subject to proration pursuant to the Offers.
A complete description of the terms and conditions of the Offers is set out in the Offer to Purchase. Before making a decision with respect to the Offers, Holders should carefully consider all of the information in the Offer to Purchase.
The Offerors have retained
Holders are advised to check with any bank, securities broker or other intermediary through which they hold Notes as to when such intermediary would need to receive instructions from a beneficial owner in order for that beneficial owner to be able to participate in, or withdraw their instruction to participate in, an Offer before the deadlines specified in the Offer to Purchase. The deadlines set by any such intermediary and the applicable Clearing System for the submission and withdrawal of tender instructions may be earlier than the relevant deadlines specified above.
Disclaimer
This press release is neither an offer to purchase nor a solicitation of an offer to sell the Notes or any other securities. The Offers are made only by and pursuant to the terms of the Offer to Purchase and only to such persons and in such jurisdictions as is permitted under applicable law. The information in this press release is qualified by reference to the Offer to Purchase. None of
In making a decision regarding the Offers, Holders must rely on their own examination of the Offerors and the terms of the Offers, including the merits and risks involved. Holders should not consider any information in the Offer to Purchase to be legal, business or tax advice. Holders should consult their own counsel, accountant and other advisors as to legal, tax, business, financial and related aspects of an acceptance of the Offers. This release may contain statements that constitute “forward-looking statements,” within the meaning of applicable securities laws. While these forward-looking statements represent UBS’s judgments and future expectations concerning the development of
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