BNP Paribas SA
Indicative
Full Lot
Indicative price as of 19 Aug 2025, 12:00am
Bond Issuer
BNP Paribas SA
Guarantor
-
Announcement Date
12 Aug 2015
Issue Date
19 Aug 2015
Maturity Date
Perpetual
Years to Maturity / Next Call
Perpetual / 0.358
Modified Duration
-
Issue / Reoffer Price
100.000
Issue / Reoffer Yield
7.375
Coupon Type
Variable
Annual Coupon Rate
7.375
Coupon Frequency
Semi Annually
Seniority
Junior Subordinated
Capital Structure
Junior Subordinated
Reference Rate
Reset Date: 19 Aug 2025 and every 5 year thereafter
Reset rate: prevailing 5-Year Mid-Swap Rate + Initial Margin (5.150%)
ISIN
USF1R15XK367
CUSIP
UV5159024
Bond Currency
USD
Total Issue Size
1,500,000,000
Min. Investment Quantity (Nominal)
USD 200,000
Incremental Quantity (Nominal)
USD 1,000
Bond Type
High Yield Corporate
Bond Sector
Financials
Bond Sub Sector
Banks
Issuer Credit Rating (S&P/ Fitch)
***/ A+
Bond Credit Rating (S&P/ Fitch)
***/ BBB
Shariah Compliant
No
Exchange Listed
Others
Write-Down
The Prevailing Outstanding Amount of the Notes will be written down if the Issuer’s CET 1 Ratio on a consolidated basis falls below 5.125 per cent. (all as defined in Condition 2 (Interpretation) in “Terms and Conditions of the Notes”). Holders may lose some or all of their investment as a result of a Write-Down.
Consent to Bail-In
By its acquisition of the Notes, each Holder acknowledges, accepts, consents and agrees to be bound by the effect of the exercise of the Bail-In Power (as defined in Condition 18 (Bail-In Power)) by a Relevant Resolution Authority (as defined in Condition 18 (Bail-In Power)). This is in addition to the terms of the Notes that provide for a Write- Down of the principal amount as described above under “Write- Down.” The Bail-In Power may be exercised by the Relevant Resolution Authority even if the CET1 Ratio of the Group remains above the relevant threshold levels. In addition, if the Bail-In Power is exercised, the Issuer will not have the ability to institute a reinstatement of the principal amount of the Notes upon a Reinstatement.
Noncumulative Cancellation
The Issuer may elect at its full discretion to cancel (in whole or in part) the Interest Amount otherwise scheduled to be paid on an Interest Payment Date notwithstanding it has Distributable Items or the Maximum Distributable Amount is greater than zero.
Interest Amounts on the Notes will be non-cumulative. Accordingly, if any Interest Amounts (or part thereof) is not paid in respect of the Notes as a result of any election of the Issuer to cancel such Interest Amount pursuant to this paragraph (i) or of the limitations on payment set out in paragraph (ii) below, then (x) the right of the Noteholders to receive the relevant Interest Amount (or part thereof) in respect of the relevant Interest Period will be extinguished and the Issuer will have no obligation to pay such Interest Amount (or part thereof) accrued for such Interest Period or to pay any interest thereon and (y) it shall not constitute an event of default in respect of the Notes or a breach of the Issuer’s obligations or duties or a failure to perform by the Issuer in any manner whatsoever, and it shall not entitle Noteholders to petition for the insolvency or dissolution of the Issuer.
Mandatory cancellation
The Issuer will cancel the payment of an Interest Amount (in whole or, as the case may be, in part) if the Relevant Regulator notifies in writing the Issuer that, in accordance with the Relevant Rules, it has determined that the Interest Amount (in whole or in part) should be cancelled based on its assessment of the financial and solvency situation of the Issuer.
In any case, the maximum Interest Amounts (including any additional amounts payable pursuant to Condition 9 (Taxation)) that may be payable (in whole or, as the case may be, in part) under the Notes will not exceed an amount that:
− when aggregated together with any interest payment or distributions which have been paid or made or which are required to be paid or made on other own funds items in the then current financial year (excluding any such interest payments on Tier 2 Capital instruments and/or which have already been provided for, by way of deduction, in the calculation of Distributable Items), is higher than the amount of Distributable Items (if any) then available to the Issuer; and
− when aggregated together with other distributions of the kind referred to in Article 141(2) of the CRD IV (or, if different, any provision of French law transposing or implementing Article 141(2) of the CRD IV, as amended or replaced), would cause the Maximum Distributable Amount (if any) then applicable to be exceeded
The Issuer may (at its option but subject to Condition 7.8 (Conditions to Redemption and Purchase) below), subject to having given no less than thirty (30) nor more than forty-five (45) calendar days’ prior notice to the Noteholders in accordance with Condition 16 (Notices) (which notice shall be irrevocable) and the Fiscal Agent, redeem the then outstanding Notes, on the relevant Optional Redemption Date in whole, but not in part, at their Original Principal Amount (provided that if at any time a Write-Down Notice has been given and/or the Notes have been Written Down pursuant to Condition 6.1 (Write-Down), the Issuer shall not be entitled to exercise its option under this Condition 7.2 until the principal amount of the Notes so Written Down has been fully reinstated pursuant to Condition 6.3 (Reinstatement)), together with all interest accrued to (but excluding) the relevant Optional Redemption Date (if any).
"First Call Date” means the Interest Payment Date falling on or about August 19, 2025.
Following the occurrence of a Special Event, the Issuer may, as an alternative to an early redemption of the Notes, at any time, without the consent of the Holders and subject to (i) receiving any consent required from, the Relevant Regulator, and (ii) having given no less than fifteen (15) nor more than forty-five (45) calendar days’ notice to the Fiscal Agent and the Holders (in accordance with Condition 16 (Notices)) either (x) substitute new notes for the Notes whereby such new notes shall replace the Notes or (y) vary the terms of the Notes, so that the Notes may become or remain Compliant Securities. If the Issuer has given a notice to the Holders of substitution or variation of the Notes, and, after giving such notice but prior to the date of such substitution or variation, as applicable, the Issuer determines that a Trigger Event has occurred, the Issuer shall, in consultation with the Relevant Regulator, determine whether or not the proposed substitution or variation, as applicable, will proceed and, if so, whether any amendments to the terms and/or timing of such substitution or variation, as applicable, will be made. “Special Event” means any of a Tax Event or a Capital Event.
Optional Redemption upon the occurrence of a Capital Event
Upon the occurrence of a Capital Event, the Issuer may (at its option but subject to Condition 7.8 (Conditions to Redemption and Purchase) below) at any time subject to having given no less than thirty (30) nor more than forty-five (45) calendar days’ notice to the Noteholders in accordance with Condition 16 (Notices) (which notice shall be irrevocable) and the Fiscal Agent, redeem the then outstanding Notes in whole, but not in part, at their Prevailing Outstanding Amount, together with all interest accrued to the date fixed for redemption (if any).
“Capital Event” means the determination by the Issuer, that as a result of a change in the Relevant Rules becoming effective on or after the Issue Date, which change was not reasonably foreseeable 20 by the Issuer as at the Issue Date, it is likely that all or part of the aggregate outstanding nominal amount of the Notes will be excluded from the own funds of the Group or reclassified as a lower form of own funds of the Group.