Commerzbank AG
Indicative
Full Lot
Indicative price as of 09 Apr 2025, 12:00am
Bond Issuer
Commerzbank AG
Guarantor
-
Announcement Date
02 Jul 2019
Issue Date
09 Jul 2019
Maturity Date
Perpetual
Years to Maturity / Next Call
Perpetual / 0.518
Modified Duration
-
Issue / Reoffer Price
100.000
Issue / Reoffer Yield
7.009
Coupon Type
Variable
Annual Coupon Rate
7.000
Coupon Frequency
Annually
Seniority
Junior Subordinated
Capital Structure
Junior Subordinated
Reference Rate
Reset Date: 09 Apr 2025 and every 5 years thereafter
Reset Rate: USD SOFR Spread-Adj. ICE Swap Rate 5Y + initial Spread (5.228%)
ISIN
XS2024502960
CUSIP
AZ4604312
Bond Currency
USD
Total Issue Size
1,000,000,000
Outstanding Issue Size
476,400,000
Min. Investment Quantity (Nominal)
USD 200,000
Incremental Quantity (Nominal)
USD 200,000
Bond Type
High Yield Corporate
Bond Sector
Financials
Bond Sub Sector
Banks
Issuer Credit Rating (S&P/ Fitch)
***/ W.R
Bond Credit Rating (S&P/ Fitch)
***/ N.R
Shariah Compliant
No
Exchange Listed
Others
Trigger Event
Upon the occurrence of a Trigger Event, the Current Nominal Amount of each Note shall be reduced by the amount of the relevant write-down.
A "Trigger Event" occurs if, at any time, the common equity tier 1 capital ratio pursuant to Article 92(1)(a) CRR of the Issuer (the "Common Equity Tier 1 Capital Ratio"), determined on either (i) a consolidated basis or (ii) an individual basis, falls below 5.125 per cent. (the "Minimum CET1 Ratio"), provided that (i) while the Trigger Event in respect of the Minimum CET1 Ratio determined on a consolidated basis may occur at any time, (ii) a Trigger Event in respect of the Minimum CET1 Ratio determined on an individual basis shall only occur if the Issuer should, in the future pursuant to the Applicable Supervisory Regulations or an administrative order, be required to comply with the prudential requirements on an individual basis as well and, for this purpose, to determine the Minimum CET1 Ratio on an individual basis. Whether a Trigger Event has occurred shall be determined by the Issuer, the competent authority or any agent appointed for such purpose by the competent authority, and such determination will be binding on the Holders.
For the avoidance of doubt, a Trigger Event may be determined at any time and may occur on more than one occasion.
Write-down
Upon the occurrence of a Trigger Event, a write-down shall be effected pro rata with all of the Issuer's other AT1 Instruments which provide for a write-down (whether permanent or temporary) or a conversion into common equity tier 1 capital instruments upon the occurrence of such Trigger Event. If upon the occurrence of a Trigger Event other AT1 Instruments are also subject to a write-down or are subject to conversion into common equity tier 1 capital instruments, where the respective conditions provide for a trigger event on a level for the Common Equity Tier 1 Capital Ratio at or above the Minimum CET1 Ratio (together with the Notes the "Relevant AT1 Instruments"), any such write-down or conversion will occur in such order of application or ratio as required in accordance with the Applicable Supervisory Regulations.
Interest Payments are entirely discretionary and subject to the fulfillment of certain conditions. If the Issuer elects to cancel an Interest Payment or is legally prevented to pay interest, such deferral will be non-cumulative, i.e. the Issuer will be under no obligation to compensate for such non-payment at any later point in time. There will be no circumstances under which an Interest Payment will be compulsory for the Issuer.
The Notes accrue Interest Payments in accordance with their Terms and Conditions. However, pursuant to the Terms and Conditions of the Notes, no Interest Payments will accrue or be payable by the Issuer on any Interest Payment Date if (but only to the extent that):
(i) the Issuer, in its sole discretion, elects to cancel all or part of any payment of interest which would otherwise fall due for payment on such interest payment date; or
(ii) such payment of interest together with (1) the amount of a write-up, if any, to be effected as of the relevant Interest Payment Date, (2) any additional Distributions (as defined below, see "2.2.4 Interest Payments depend, among other things, on the Issuer's Available Distributable Items.") that are scheduled to be made or have been made on the same day or that have been made by the Issuer on other Tier 1 Instruments (as defined below, see "2.2.4 Interest Payments depend, among other things, on the Issuer's Available Distributable Items.") in the then-current financial year of the Issuer and (3) the total amount of write-ups, if any, on any other AT1 Instruments which shall be effected as of the relevant Interest Payment Date or have been effected in the then-current financial year of the Issuer would exceed the Available Distributable Items (as defined below, see "2.2.4 Interest Payments depend, among other things, on the Issuer's Available Distributable Items."), provided that, for such purpose, the Available Distributable Items shall be increased by an amount equal to what has been accounted for as expenses for Distributions in respect of Tier 1 Instruments (including payments of interest on the Notes) in the determination of the profit on which the Available Distributable Items are based (see also "2.2.4 Interest Payments depend, among other things, on the Issuer's Available Distributable Items." below);
(iii) a competent authority orders that all or part of the relevant payment of interest be cancelled or another prohibition of Distributions is imposed by law or an authority or any other restriction to make Distributions exists under the Applicable Supervisory Regulations (including, but not limited to, the calculation of, and the compliance with, the Maximum Distributable Amount) (see also "2.2.5 Interest Payments may be excluded and cancelled for regulatory reasons." below); or
(iv) the Issuer is over-indebted within the meaning of § 19 InsO or illiquid within the meaning of § 17 InsO on the relevant Interest Payment Date or to the extent that the relevant payment of interest would result in an overindebtedness or illiquidity of the Issuer.
"Optional Redemption Date" means the First Call Date and each Interest Payment Date thereafter.
"First Call Date" means 9 April 2025.