HSBC - Corporate Bond Covenants - The Guide.PDF

100916_28253 Corporate Bond Covenant Guide - Remus Negoita A4_F:Layout 1

9/17/2010

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European Credit Research September 2010

Philippe Landroit is a fixed income credit analyst who covers the Autos, Consumer Services and Industrials sectors. He began his investment banking career in 1999 and joined HSBC in May 2002. Philippe gained his Chartered Financial Analyst (CFA) designation in 2003.

Corporate Bond Covenants

Philippe Landroit, CFA Analyst HSBC Bank Plc +44 20 7991 6864 [email protected]

Corporate Bond Covenants The Guide

Paul Lee Analyst HSBC Bank Plc +44 20 7991 5912 [email protected] Paul Lee is a fixed income analyst covering the Consumer Goods and Retail sectors. He began his investment banking career with HSBC in 2006, having completed his Masters degree from the University of Cambridge in 2004.

Laura Maedler is a fixed income analyst covering the Telecoms sector. She began her investment banking career in 2006 working in M&A Advisory and joined HSBC in January 2010. Laura completed her Masters degree at the University of Edinburgh in 2005.

European Credit Research

Laura Maedler Analyst HSBC Bank Plc +44 20 7991 6790 [email protected]

Remus Negoita Analyst HSBC Bank Plc +44 20 7991 5975 [email protected] Remus joined HSBC Global Research in September 2007 after receiving a Masters from the University of Paris Pantheon-Assas. He currently focuses on the Autos and Industrials sectors.

Rodolphe Ranouil, CFA Analyst HSBC Bank Plc +44 20 7991 6855 [email protected] Rodolphe Ranouil, covers utilities, energy and infrastructure credits. He began his career with CCF in 1997 and joined the Paris credit research team in 1999. He relocated to London in 2001. Rodolphe earned his Chartered Financial Analyst (CFA) designation in 2003.

Zoe D Vu Analyst HSBC Bank Plc +44 20 7991 5915 [email protected] Zoe joined the European credit research team in September 2009 after initially joining Global Research in September 2008 on the graduate programme. She worked in the EMEA Equity Research team covering Utilities and Global Economics team prior to her current role. Zoe has a bachelor’s degree in Investment and Financial Risk Management from Cass Business School, London.

*Employed by a non-US affiliate of HSBC Securities (USA) Inc, and is not registered/qualified pursuant to FINRA regulations.

By Philippe Landroit, Paul Lee, Laura Maedler, Remus Negoita, Rodolphe Ranouil and Zoe D Vu

September 2010

Disclosures and Disclaimer This report must be read with the disclosures and analyst certifications in the Disclosure appendix, and with the Disclaimer, which forms part of it

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European Credit Research Corporate Bond Covenants September 2010

Contents Preface Autos, Industrials & Infrastructure Aerospace & Defence, Auto Parts, Capital Goods Autos Building Materials & Construction Chemicals and Pharma Diversified Industrials & Business Services Infrastructure Metals & Mining Oil & Gas Paper Property Transport

Consumer, Retail & Tobacco Food and Beverages Consumer Services Personal & Household goods Retail Tobacco

3

Telecoms & Media Media & Technology Telecoms

5 7 35 67 87 125 149 171 187 207 211 225

235 237 261 275 283 315

Utilities Electric Gas Water

329 331 353

399 401 489 511

Hybrids

561

Glossary

585

Company Index

591

Disclosure appendix

601

Disclaimer

603

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Preface This is the latest edition of our corporate bond covenants guide, first published in 2004. The guide has grown to provide a summary of the key terms and conditions for almost 1,200 euro- and sterlingdenominated bonds issued by around 250 companies across all nonfinancial sectors. The focus is on investment grade benchmark bonds (over EUR500m/GBP100m) although we made an allowance for some smaller, unrated or sub-investment grade issues which in our view may be of particular interest to investors. A separate section of the guide includes hybrid bonds. The information provided herein should not be substituted for investors' own due diligence, i.e. a full review of all terms and conditions of bond prospectuses (including supplements), offering circulars or other appropriate documentation should be undertaken before making an investment decision. September 2010

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Autos, Industrials & Infrastructure

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Aerospace & Defence, Auto Parts, Capital Goods

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Alstom Bond Coupon

Maturity

4%

Issuer

Guarantor

Out amt

Type

23 Sep 2014 Alstom SA

None

EUR750m

Senior unsecured

4.125%

01 Feb 2017 Alstom SA

None

EUR750m

Senior unsecured

4.5%

18 Mar 2020 Alstom SA

None

EUR750m

Senior unsecured

Call Non-callable except for taxation reasons Negative pledge Yes. Relevant debt covers bonds listed or traded on a regulated securities market. Put Put at 101% of the principal amount on a change of control (one or more individuals or institutions, acting alone or in concert, who did not previously control the issuer, acquiring control of the issuer – ie holding directly or indirectly through companies controlled by the person(s) concerned more than 50% of the voting rights attached to the issuer’s shares) Covenants None Other Events of default include cross-default of the issuer or any of its principal subsidiaries (>5% or more of the consolidated group revenues) on financial debt of at least EUR35m (excludes project finance indebtedness) Source: Company data, HSBC

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Areva Bond Coupon

Maturity

3.875%

Issuer

Guarantor

Out amt

Type

23 Sep 2016 AREVA SA

None

EUR1250m

Senior unsecured issued under the company’s EUR5bn EMTN programme

4.375%

06 Nov 2019 AREVA SA

None

EUR750m


4.875%

23 Sep 2024 AREVA SA

None

EUR1000m


Call Non-callable except for taxation reasons Negative pledge Negative pledge covers the relevant indebtedness of the issuer, defined as any bonds, notes, debentures, loan stock or other quoted/listed securities Put None Covenants None Other Events of default include cross-default of the issuer or a material subsidiary (>5% of group assets or revenues) on indebtedness in excess of EUR35m Source: Company data, HSBC

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Atlas Copco Bond Coupon

Maturity

Issuer

4.75%

05 Jun 2014 Atlas Copco

Guarantor

Out amt

Type

None

EUR600m

Senior unsecured

Call Non-callable except for taxation reasons Negative pledge Yes, but excludes bank debt/permitted security interests. Limitation on sale and leaseback transactions Put Yes, put at par on put event defined as a change of control resulting in a rating downgrade to non-investment grade, or a full rating notch downgrade if the ratings are already non-investment grade Covenants None Other Events of default include cross-default of issuer/material subsidiary on indebtedness in excess of USD40m Source: Company data, HSBC

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BAE Systems Bond Coupon

Maturity

Issuer

10.75%

24 Nov 2014 BAE Systems plc

Guarantor

Out amt

Type

None

GBP100m

Senior unsecured

Call Callable at higher of par or UKT 12% 2013/2017 + standard UK tax call Negative pledge See covenants for limit on secured indebtedness Put None Covenants Limitation on secured and unsecured borrowings (net borrowings not to exceed 150% of adj. share capital and reserves, secured borrowings not to exceed 50% of adj. share capital and reserves – other adjustments) + restrictions on disposals of assets (gross value of assets disposed of not to exceed 30% of gross value of group assets) Other Events of default include cross-default of issuer/principal subsidiary (>15% of adj. share capital and reserves or turnover or group PBT) on indebtedness in excess of 1% of adj. share capital and reserves Source: Company data, HSBC

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EADS Bond Coupon

Maturity

4.625%

5.5%

Issuer

Guarantor

Out amt

Type

12 Aug 2016 EADS Finance BV

EADS NV

EUR1000m


25 Sep 2018 EADS Finance BV

EADS NV

EUR500m


Call Non-callable except for taxation reasons Negative pledge Yes, but excludes bank debt/project finance debt/securitisation debt/acquisition debt/existing securirty Put None Covenants None Other Events of default include cross-acceleration of issuer/guarantor/material subsidiaries (>60% of consolidated assets) on indebtedness in excess of EUR100m (for 2018 bond) / EUR150m (for 2016 bond) Source: Company data, HSBC

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Finmeccanica Bond Coupon

Maturity

8.125%

8%

Issuer

Guarantor

Out amt

Type

03 Dec 2013 Finmeccanica Finance Finmeccanica SpA SA

EUR1000m

Senior unsecured issued under the company’s EUR2.5bn EMTN programme


GBP400m


Call Non-callable except for taxation reasons Negative pledge Yes, excludes bank debt/securitisation, covers issuer, guarantor or material subsidiary. Relevant indebtedness covers any bond, note, debenture, or similar instrument that is, or is capable of being, listed, quoted or traded on any stock exchange or in any securities market and OTC market. Material subsidiary is defined as any company with excess of 50% of issued share capital owned by Finmeccanica or 10% of consolidated gross revenues and assets. Put None Covenants None Other Events of default include cross-default of issuer, guarantor or any material subsidiary on indebtedness in excess of EUR25m. Material subsidiary is defined as any company with excess of 50% of issued share capital owned by Finmeccanica or 10% of consolidated gross revenues and assets. Source: Company data, HSBC

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Finmeccanica Bond Coupon

Maturity

5.75%

Issuer

Guarantor

Out amt

Type


EUR500m


5.25%

21 Jan 2022 Finmeccanica Finance Finmeccanica SpA SA

EUR600m


4.875%

24 Mar 2025 Finmeccanica Spa

EUR500m


None

Call Non-callable except for taxation reasons. Negative pledge Yes, excludes bank debt/securitisation, covers issuer, guarantor or material subsidiary. Relevant indebtedness covers any bond, note, debenture, or similar instrument that is, or is capable of being, listed, quoted or traded on any stock exchange or in any securities market and OTC market. Material subsidiary is defined as any company with excess of 50% of issued share capital owned by Finmeccanica or 10% of consolidated gross revenues and assets. Put None Covenants None Other Events of default include cross-default of issuer, guarantor or any material subsidiary on indebtedness in excess of EUR25m. Material subsidiary is defined as any company with excess of 50% of issued share capital owned by Finmeccanica or 10% of consolidated gross revenues and assets. Source: Company data, HSBC

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GKN Bond Coupon

Maturity

Issuer

7%

14 May 2012 GKN Holdings plc

Guarantor

Out amt

Type

None

GBP201m

Senior unsecured

Call Non-callable except for tax reasons Negative pledge Yes, but excludes bank debt Put None Covenants None Other Events of default include cross-default of issuer/principal subsidiaries (> 10% of profits on ordinary activities before tax and exceptionals or of net assets) on indebtedness in excess of the greater of GBP15m or 1% of adjusted capital and reserves. Source: Company data, HSBC

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GKN Bond Coupon

Maturity

Issuer

6.75%

28 Oct 2019 GKN Holdings plc

Guarantor

Out amt

Type

None

GBP350m

Senior unsecured

Call Callable at higher of par or UKT 8% 2021 + standard UK tax call Negative pledge Yes, but excludes bank debt Put None Covenants None Other Events of default include cross-default of issuer/principal subsidiaries (> 10% of profits on ordinary activities before tax and exceptionals or of net assets) on indebtedness in excess of the greater of GBP15m or 1% of adjusted capital and reserves. Source: Company data, HSBC

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Metso Bond Coupon

Maturity

Issuer

10 Jun 2014 Metso Corporation 7.25% Step up (See ‘Other’)

Guarantor

Out amt

Type

None

EUR300m

Senior unsecured issued under the company’s EUR1.5bn EMTN programme.

Call Non-callable except for taxation reasons Negative pledge Yes, excludes bank debt/securitisation. Relevant indebtedness covers any bond, note, debenture, or similar instrument that is, or is capable of being, listed, quoted or traded on any stock exchange or in any securities market and OTC market. Put Put at par on a put restructuring event (defined as acquiring more than 50% of share capital or voting rights) resulting in a rating downgrade to non-investment grade or a rating withdrawal or a one-notch downgrade if already non-investment grade. Covenants None Other Events of default include cross-default of issuer/material subsidiary on indebtedness in excess of EUR15m. Material subsidiary is defined as a subsidiary of the issuer whose total assets or net sales are not less than 5% of the consolidated total assets or net sales, respectively. Coupon steps up by 125bp if rating is downgraded to noninvestment grade by Moody’s or S&P or if the bond ceases to be rated by at least two rating agencies, and steps down if upgraded back to investment grade by both Moody’s and S&P. Source: Company data, HSBC

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Michelin Bond Coupon

Maturity

Issuer

Guarantor

Out amt

6.5%

16 Apr 2012 Michelin Luxembourg Compagnie Financiere EUR500m SCS Michelin

Type Senior unsecured

Call Non-callable except for taxation reasons. Negative pledge Yes, but excludes bank debt. Put None Covenants None Other Events of default include cross-default of issuer/guarantor on indebtedness in excess of EUR10m. Source: Company data, HSBC

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Michelin Bond Coupon

Maturity

Issuer

Guarantor

Out amt

24 Apr 2014 Michelin Luxembourg Compagnie Financiere EUR750m 8.625% Step up SCS Michelin (See ‘Other’)

Type Senior unsecured issued under the company’s EUR2bn EMTN programme.

Call Non-callable except for taxation reasons. Negative pledge Yes, excludes bank debt/securitisation. Relevant indebtedness covers any bond, note, debenture, or similar instrument that is, or is capable of being, listed, quoted or traded on any stock exchange or in any securities market and OTC market. Put Put at par on a put restructuring event (defined as acquiring more than 50% of share capital or voting rights) resulting in a rating downgrade to non-investment grade or a rating withdrawal or a one-notch downgrade if already non-investment grade. Covenants None Other Events of default include cross-default of issuer/guarantor on capital indebtedness in excess of EUR50m. Coupon steps up by 125bp if rating is downgraded to non-investment grade, steps down if upgraded back to investment grade. Source: Company data, HSBC

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Robert Bosch Bond Coupon

Maturity

3.75%

Issuer

Guarantor

Out amt

Type

12 Jun 2013 Robert Bosch GmbH None

EUR700m

Senior unsecured issued under the company’s EUR3bn EMTN programme.

4.375%

19 May 2016 Robert Bosch GmbH None

EUR750m


5.125%

12 Jun 2017 Robert Bosch GmbH None

EUR600m


5%

06 Aug 2019 Robert Bosch GmbH None

EUR300m


Call Non-callable except for taxation reasons. Negative pledge Yes, but only covers capital market indebtedness. Capital market indebtedness is defined as obligation for the repayment of money in the form of bonds, notes, or any other similar securities that are or intended to be quoted, listed or traded on any stock exchange. Put None Covenants None Other Events of default include cross-default of issuer on capital market indebtedness in excess of EUR25m Source: Company data, HSBC

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Rolls Royce Bond Coupon

Maturity

Issuer

7.375%

14 Jun 2016 Rolls Royce plc

Guarantor

Out amt

Rolls Royce Group plc GBP200m

Type Senior unsecured issued under the company’s GBP600m EMTN programme

Call Non-callable except for taxation reasons. Negative pledge Yes, but excludes bank debt/sterling debenture stock. Put Yes, put at par if restructuring event (change of control/disposals within 36 months represent more than 50% of group operating profit) leads to rating downgrade to non-investment grade. Covenants None Other Events of default include cross-default of issuer/guarantor on indebtedness in excess of GBP20m or, if greater, 2% of consolidated net worth. Source: Company data, HSBC

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Maturity

Issuer

4.5%

16 Mar 2011 Rolls Royce plc

Guarantor

Out amt

Rolls Royce Group plc EUR750m

Type Senior unsecured issued under the company’s GBP1.25bn EMTN programme

Call Non-callable except for taxation reasons Negative pledge Yes, but excludes bank debt/sterling debenture stock Put None Covenants None Other Events of default include cross-default of issuer/guarantor on indebtedness in excess of GBP20m or, if greater, 2% of consolidated net worth. Source: Company data, HSBC

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Maturity

Issuer

6.75%

30 Apr 2019 Rolls-Royce plc

Guarantor

Out amt

Rolls-Royce Group plc GBP500m

Type Senior unsecured issued under the company’s EUR1.75bn EMTN programme.

Call Non-callable except for taxation reasons. Negative pledge Yes, but excludes bank debt/sterling debenture stock. Relevant indebtedness covers any bond, note, debenture, or similar instrument that is, or is capable of being, listed, quoted or traded on any stock exchange or in any securities market and OTC market of the issuer or the guarantor. Put Put at par on a put restructuring event (defined as acquiring more than 50% of share capital or voting rights of the guarantor or any company of which the guarantor is a subsidiary) resulting in a rating downgrade to non-investment grade or a rating withdrawal or a one-notch downgrade if already non-IG by S&P or Moody’s. Covenants None Other Events of default include cross-default of issuer/guarantor on indebtedness in excess of GBP20m or, if greater, 2% of consolidated net worth. Source: Company data, HSBC

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Safran Bond Coupon

Maturity

Issuer

4%

26 Nov 2014 Safran SA

Guarantor

Out amt

Type

None

EUR750m

Senior unsecured

Call Non-callable except for taxation reasons. Negative pledge Yes. Relevant indebtedness covers bonds, notes or other securities (capable of being) quoted, listed or traded on any stock exchange, or OTC or other securities market. It refers to the issuer and its principal subsidiaries (EBITDA or assets >5% of group total). Put Put at par on change of control (with ‘control’ as defined in the French ‘Code du commerce’) Covenants None Other Events of default include cross-default of issuer/principal subsidiary on indebtedness exceeding EUR50m. Source: Company data, HSBC

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Sandvik Bond Coupon

Maturity

Issuer

6.875%

25 Feb 2014 Sandvik AB

Guarantor

Out amt

Type

None

EUR600m


Call Non-callable except for taxation reasons Negative pledge Yes, but excludes bank debt. relevant indebtedness covers any bond, note, debenture, or similar instrument that is, or is capable of being, listed, quoted or traded on any stock exchange or in any securities market and OTC market. Put Put at par on a put restructuring event (defined as acquiring more than 50% of share capital or voting rights) resulting in a rating downgrade to non-investment grade or withdrawn or a one-notch downgrade if already non-investment grade. Covenants None Other Events of default include cross-default of issuer/principal subsidiaries on indebtedness in excess of EUR50m. Principal subsidiary is defined as any subsidiary whose total assets represent 10% or more of the consolidated total assets of the group. Source: Company data, HSBC

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Schneider Electric Bond Coupon

Maturity

Issuer

6.75%

16 Jul 2013

Guarantor

Out amt

Type

Schneider Electric SA None

EUR487m


4.5%

17 Jan 2014 Schneider Electric SA None

EUR500m


5.375%

08 Jan 2015 Schneider Electric SA None

EUR750m


3.625%

20 Jul 2020

EUR500m


Schneider Electric SA None

Call Non-callable except for taxation reasons. Negative pledge Negative pledge covers relevant debt defined as bonds quoted, admitted to trading or ordinarily dealt in on any stock exchange, OTC market or other securities market. Put Put at par on a change of control or a potential change of control (acquisition of more than 50% of the share capital or more than 50% of the voting rights) resulting in a rating downgrade to non-investment grade (or a one-notch downgrade if the ratings are already non-investment grade). Covenants None Other Events of default include cross-default of issuer/principal subsidiaries on indebtedness in excess of EUR40m. Principal subsidiary is defined as any subsidiary of the issuer whose net operating income or total assets represent 10% or more of the consolidated net operating income or total assets of the issuer and its consolidated subsidiaries. Source: Company data, HSBC

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Schneider Electric Bond Coupon

Maturity

Issuer

Guarantor

4%

11 Aug 2017 Schneider Electric SA None

Out amt

Type

EUR1030m


Call Non-callable except for taxation reasons. Negative pledge Yes, but excludes bank debt. Put None Covenants None Other Events of default include cross-default of issuer/principal subsidiaries (representing more than 10% of consolidated net operating income/consolidated assets) on indebtedness in excess of EUR40m. Source: Company data, HSBC

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Siemens Bond Coupon

Maturity

Issuer

5.75%

04 Jul 2011

Guarantor

Out amt

Type

Siemens AG Siemens Financieringsmaatschappij NV

EUR2000m

Senior unsecured

5.25%

12 Dec 2011 Siemens Siemens AG Financieringsmaatschappij NV

EUR1550m

Senior unsecured under the company’s EUR5bn programme

4.125%

20 Feb 2013 Siemens Siemens AG Financieringsmaatschappij NV

EUR2000m


5.375%

11 Jun 2014 Siemens Siemens AG Financieringsmaatschappij NV

EUR1000m


5.125%

20 Feb 2017 Siemens Siemens AG Financieringsmaatschappij NV

EUR2000m


5.625%

11 Jun 2018 Siemens Siemens AG Financieringsmaatschappij NV

EUR1600m


Call Non-callable except for taxation reasons. Negative pledge Yes, but excludes bank debt. Put None Covenants None Other Events of default cover the default of the issuer and the guarantor. Source: Company data, HSBC

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Smiths Group Bond Coupon

Maturity

Issuer

7.25%

30 Jun 2016 Smith Group plc

Guarantor

Out amt

Type

None

GBP150m

Senior unsecured

Call Callable at higher of par or UKT 8% 2015 + standard UK tax call. Negative pledge Yes, but excludes bank debt/sterling securities with maturities falling after 30 June 2020 Put Yes, Put at par if restructuring event (change of control, assets disposed of representing more than 50% of consolidated op. profit) results in a rating downgrade to non-investment grade. Covenants None Other Events of default include cross-default of issuer/material subsidiaries (>15% of group turnover) on indebtedness in excess of GBP20m or, if greater, 5% of adj. capital and reserves. Source: Company data, HSBC

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Thales Bond Coupon

Maturity

Issuer

Guarantor

Out amt

Type

4.375%

22 Jul 2011

Thales SA

None

EUR775m

Senior unsecured issued under the company’s EUR1.5bn Global MTN programme

4.375%

02 Apr 2013 Thales SA

None

EUR600m


Call Non-callable except for taxation reasons. Negative pledge Yes, but excludes bank debt/project financing/securitisation. Put None Covenants None Other Events of default include cross-default of issuer on indebtedness in excess of EUR50m (for the 2011 bond) or EUR100m (for the 2013 bond) Source: Company data, HSBC

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Tomkins Bond Coupon

Maturity

Issuer

Guarantor

Out amt

Type

8%

20 Dec 2011 Tomkins plc

None

GBP150m

Senior unsecured issued under the company’s GBP750m global MTN programme

6.125%

16 Sep 2015 Tomkins Finance plc Tomkins plc

GBP250m

Senior unsecured issued under the company’s GBP750m EMTN programme

Call Non-callable except for taxation reasons. Negative pledge Yes but excludes bank debt. Put Yes, put at par in case of put event (defined as a change of control or disposal/acquisition of assets representing more than 25% of group operating profits in the last 12 months) and subsequent downgrade to non-investment grade (or withdrawal of ratings) if ratings investment grade or a 2-notch downgrade if ratings already non-investment grade. Covenants None Other Events of default include cross-default of issuer/guarantor/material subsidiary (>15% of total assets and >5% of turnover) on indebtedness in excess of GBP10m. Source: Company data, HSBC

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Valeo Bond Coupon

Maturity

Issuer

3.75%

24 Jun 2013 Valeo

Guarantor

Out amt

Type

None

EUR600m

Senior unsecured issued under the company’s EUR2bn EMTN Programme

Call Non-callable except for taxation reasons. Negative pledge Yes, but excludes bank debt and applies to material subsidiaries (>10% of consolidated assets, revenues and op. income). Put Yes, put at par in case of change of control (>50% of capital or voting rights owned or acquired by any person or persons acting in concert) and subsequent rating downgrade to non-investment grade. Covenants None Other Events of default include cross-default of issuer on indebtedness in excess of EUR20m. Source: Company data, HSBC

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Vestas Bond Coupon

Maturity

Issuer

Guarantor

4.625%

23 Mar 2015 Vestas Wind Systems None A/S

Out amt

Type

EUR600m

Senior unsecured

Call Callable at par for taxation reasons. Also callable at the option of the issuer (with not less than 30 nor more than 60 days’ notice) at make whole + 35bp. Also 20% clean-up call at par if put option is exercised. Negative pledge Yes. Relevant debt covers any bond, note, loan stock, or other securities listed/traded on any stock exchange or other securities (including OTC) market. Put Put at par on change of control (power to cast more than half of the votes at a shareholders’ general meeting, or power to appoint/remove the majority of the directors of the board, or the holding more than half of the issued share capital) Covenants None Other Events of default include cross-default of issuer or any material subsidiary (whose gross assets or pre-tax profits are at least 15% of the group’s total) on financial indebtedness exceeding 3% of the issuer’s total equity. Source: Company data, HSBC

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Autos

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BMW Bond Coupon

Maturity

4.625%

Issuer

Guarantor

Out amt

Type

29 Oct 2010 BMW Finance NV

BMW AG

EUR400m


5.25%

04 Feb 2011 BMW Finance NV

BMW AG

EUR600m


3.875%

06 Apr 2011 BMW Finance NV

BMW AG

EUR750m

Senior unsecured issued under the company’s USD10bn EMTN programme

4.125%

24 Jan 2012 BMW Finance NV

BMW AG

EUR1000m


6.125%

02 Apr 2012 BMW Finance

BMW AG

EUR1250m


Call Non-callable except for tax reasons. Negative pledge Negative pledge covers the International capital market indebtedness (notes with an original maturity of more than one year). Put None Covenants None Other No cross-default provision. Source: Company data, HSBC

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BMW Bond Coupon

Maturity

Issuer

Guarantor

Out amt

Type

6.375%

23 Jul 2012

BMW US Capital, LLC BMW AG

EUR1500m


4.875%

18 Oct 2012 BMW Finance N.V.

EUR1000m


4.625%

20 Feb 2013 BMW US Capital, LLC BMW AG

EUR750m


2.875%

18 Apr 2013 BMW Finance NV

BMW AG

EUR1000m


8.875%

19 Sep 2013 BMW Finance NV

BMW AG

EUR1250m


BMW AG

Call Non-callable except for tax reasons. Negative pledge Negative pledge covers the international capital market indebtedness (notes with an original maturity of more than one year). Put None Covenants None Other No cross-default provision. Source: Company data, HSBC

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BMW Bond Coupon

Maturity

5.25%

Issuer

Guarantor

Out amt

Type

21 Nov 2013 BMW Finance NV

BMW AG

GBP300m


4.25%


BMW AG

EUR1400m


4%

17 Sep 2014 BMW Finance NV

BMW AG

EUR1800m


5%

28 May 2015 BMW US Capital, LLC BMW AG

EUR1750m


3.875%


EUR1500m


BMW AG


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BMW Bond Coupon

Maturity

5%

5%

Issuer

Guarantor

Out amt

Type

02 Oct 2017 BMW (UK) Capital plc BMW AG

GBP300m


06 Aug 2018 BMW Finance NV

EUR750m


BMW AG


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Daimler Bond Coupon

Maturity

Issuer

Guarantor

Out amt

Type

3.625%

10 Nov 2010 Daimler Canada Finance Inc

Daimler AG

EUR1000m


7%

21 Mar 2011 Daimler International Daimler AG Finance B.V.

EUR1000m


6.875%

10 Jun 2011 Daimler International Daimler AG Finance B.V.

EUR1000m


5.75%

10 Aug 2011 Daimler Canada Finance Inc

GBP300m


5.875%

08 Sep 2011 Daimler International Daimler AG Finance B.V.

EUR1500m


Daimler AG

Call Non-callable except for taxation reasons. Negative pledge Yes, but excludes bank debt. Put None Covenants None Other Events of default include cross-default of issuer (or guarantor) on indebtedness in excess of USD25m. Source: Company data, HSBC

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Daimler Bond Coupon

Maturity

4.25%

Issuer

Guarantor

Out amt

Type

04 Oct 2011 Daimler Finance North Daimler AG America LLC

EUR1250m


9%

30 Jan 2012 Daimler International Daimler AG Finance B.V.

EUR1000m


7.75%

26 Mar 2012 Daimler International Daimler AG Finance B.V.

EUR700m


5%

23 May 2012 Daimler Finance North Daimler AG America LLC

EUR750m


4.375%

21 Mar 2013 Daimler Finance North Daimler AG America LLC

EUR1250m



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Daimler Bond Coupon

Maturity

Issuer

Guarantor

Out amt

Type

3%

19 Jul 2013

Daimler AG

None

EUR1000m


7.875%

16 Jan 2014 Daimler International Daimler AG Finance B.V.

EUR2000m


4.625%

02 Sep 2014 Daimler AG

EUR2000m


6.125%

08 Sep 2015 Daimler International Daimler AG Finance B.V.

EUR750m


4.125%

19 Jan 2017 Daimler AG

EUR1000m


None

None


42

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Fiat Bond Coupon

Maturity

Issuer

Guarantor

6.75%

25 May 2011 Fiat Finance & Trade Fiat SpA

Out amt

Type

EUR1300m

Senior unsecured under the company’s EUR15bn EMTN programme

Call Non-callable except for taxation reasons. Negative pledge Negative pledge covers the quoted indebtedness of the issuer or the guarantor defined as bonds, notes, debentures, loan stock or other securities which are capable of being quoted, listed or ordinarily dealt in on any stock exchange or OTC market or other securities market. Put None Covenants None Other No cross-default provision. Source: Company data, HSBC

43

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Fiat Bond Coupon

Maturity

Issuer

Guarantor

5.625%

15 Nov 2011 Fiat Finance & Trade Fiat SpA

Out amt

Type

EUR1000m


Call Callable on giving not less than 15 or more than 30 days’ notice to the noteholders. The redemption amount is the greater of 101% of par and Bunds + 50bp. Also callable except for taxation reasons. Negative pledge Negative pledge covers the quoted indebtedness of the issuer or the guarantor defined as bonds, notes, debentures, loan stock or other securities which are capable of being quoted, listed or ordinarily dealt in on any stock exchange or OTC market or other securities market. Put None Covenants None Other Events of default include cross-default of issuer/guarantor/material subsidiary on indebtedness in excess of EUR100m, cross-acceleration on indebtedness over EUR250m. Source: Company data, HSBC

44

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Fiat Bond Coupon

Maturity

Issuer

Guarantor

6.625%

15 Feb 2013 Fiat Finance & Trade Fiat SpA

Out amt

Type

EUR1000m

Senior unsecured

Call Callable – the redemption amount is the greater of 101% of par and Bunds + 50bp. Also callable for taxation reasons. Negative pledge Negative pledge covers the indebtedness of the issuer/guarantor/material subsidiary defined as any notes, bonds debenture stock, loan stock or other securities, any loan financing/loan stock, any liability under or in respect of any banker’s acceptance or banker’s acceptance credit. Excludes indebtedness of a member of the Fiat Group to any other member of the Fiat Group and securitisation indebtedness. Put Put at 101 + accrued interest on change of control (>50% of voting rights) resulting in a rating downgrade (one-notch downgrade if the ratings are non-investment grade, two-notch downgrade if ratings are investment grade). Covenants None Other Events of default include cross-default of issuer/guarantor/material subsidiary on indebtedness in excess of EUR100m, cross-acceleration on indebtedness over EUR250m. Source: Company data, HSBC

45

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Fiat Bond Coupon

Maturity

Issuer

5.625%

12 Jun 2017 Fiat Finance North America Inc

Guarantor

Out amt

Type

Fiat SpA

EUR1000m

Senior unsecured issued under the company’s EUR15bn global MTN programme

Call Callable on giving not less than 15 or more than 30 days’ notice to the noteholders. The redemption amount is the greater of 101% of par and Bunds + 50bp. Also callable for taxation reasons Negative pledge Yes, excludes bank debt. Put Put at 101 + accrued interest on change of control and rating downgrade (one-notch downgrade if the ratings are non-investment grade, two-notch downgrade if ratings are investment grade). Covenants None Other Events of default include cross-default of issuer/guarantor/material subsidiary on indebtedness in excess of EUR100m, cross-acceleration on indebtedness over EUR200m. Source: Company data, HSBC

46

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Fiat Bond Coupon

Maturity

Issuer

9%

30 Jul 2012

Guarantor

Out amt

Type

Fiat Finance & Trade Fiat SpA

EUR1250m


7.625%

15 Sep 2014 Fiat Finance & Trade Fiat SpA

EUR1250m


6.875%

13 Feb 2015 Fiat Finance & Trade Fiat SpA

EUR1500m


Call Non-callable except for taxation reasons. Negative pledge Yes, excludes bank debt. Put None Covenants None Other Events of default include cross-default of issuer/guarantor/material subsidiary on indebtedness in excess of EUR100m, cross-acceleration on indebtedness over EUR200m. Source: Company data, HSBC

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MAN Bond Coupon

Maturity

5.375%

7.25%

Issuer

Guarantor

Out amt

Type

20 May 2013 MAN SE

None

EUR1000m


20 May 2016 MAN SE

None

EUR500m


Call Non-callable except for taxation reasons. Negative pledge Yes, but excludes bank debt and covers capital market indebtedness. Capital market indebtedness is defined as obligation for the repayment of money in the form of bonds, notes, or any other similar securities that are or intended to be quoted, listed or traded on any stock exchange or OTC market. Put Put at par on put event defined as a change of control (acquired or control of shares carrying >50% voting rights of issuer) resulting in a rating downgrade to non-investment grade or a full rating notch downgrade if the ratings are already non-investment grade by Moody’s or S&P. Covenants None Other Events of default include cross-default of issuer on capital indebtedness in excess of EUR50m. Source: Company data, HSBC

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PSA Bond Coupon

Maturity

Issuer

Guarantor

Out amt

Type

16 Nov 2010 Banque PSA Finance None 6.375% Step up (See ‘Other’)

EUR750m


3.75%

11 Mar 2011 Banque PSA Finance None

EUR500m

As above

3.625%

14 Oct 2011 Banque PSA Finance None

EUR750m

As above

8.5% 04 May 2012 Banque PSA Finance None Step up (See ‘Other’)

EUR750m

As above

3.875%

18 Jan 2013 Banque PSA Finance None

EUR750m

As above

4%

19 Jul 2013

Banque PSA Finance None

EUR500m

As above

3.625%

17 Sep 2013 Banque PSA Finance None

EUR750m

As above

3.5%

17 Jan 2014 Banque PSA Finance None

EUR600m

As above

3.625%

29 Apr 2014 Banque PSA Finance None

EUR500m

As above

Call Non-callable except for taxation reasons. Negative pledge Negative pledge covers any indebtedness in the form of, or represented by, bonds, notes, debentures or other securities which are, are to be, or are capable of being, quoted, listed or ordinarily traded on any stock exchange or on any OTC securities market. Put None Covenants None Other Events of default include cross-default of issuer/principal subsidiary (representing more than 10% of net consolidated banking revenues or assets of BPF) on indebtedness in excess of EUR30m. For the 2010 and 2012 bonds, the coupon steps up by 125bp if one or more rating agencies downgrade the ratings below investment grade, steps down by 125bp if one or more rating agencies upgrade the ratings to investment grade such that all ratings are investment grade. Source: Company data, HSBC

49

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PSA Bond Coupon

Maturity

Issuer

Guarantor

Out amt

Type

8.375%

15 Jul 2014

Peugeot SA

None

EUR750m

Senior unsecured

Call Non-callable except for taxation reasons. Negative pledge Negative pledge covers any indebtedness in the form of, or represented by, bonds, notes, debentures or other securities which are, are to be, or are capable of being, quoted, listed or ordinarily traded on any stock exchange or on any OTC securities market. Put Put at par in case of change of control (acquisition of >50% of the voting rights) resulting in a rating downgrade to noninvestment grade (or one-notch downgrade or more if the ratings are already non-investment grade) within the change of control period (180 days after the occurrence of the change of control). Does not apply in case of permitted restructuring (CoC obtained by the principal shareholders: Etablissements Peugeot Freres, La Francaise de Participations Financieres, Fonciere Financiere et de Participations and Comtoise de Participation and their respective successors). Covenants None Other Events of default include cross-default of the issuer/principal subsidiary on indebtedness for borrowed money in excess of EUR15m. Source: Company data, HSBC

50

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PSA Bond Coupon

Maturity

Issuer

5.625%

29 Jun 2015 Peugeot SA

Guarantor

Out amt

Type

None

EUR500m


Call Non-callable except for taxation reasons Negative pledge Negative pledge covers any relevant indebtedness defined as any indebtedness in the form of bonds, notes, debentures or other securities which are quoted, listed or ordinarily traded on any stock exchange or OTC market. Excludes permitted security (existing security on after-acquired subsidiaries, any permitted secured indebtedness). Put Put at par in the event of change of control (acquisition of >50% of the voting rights) resulting in a rating downgrade to noninvestment grade (or one-notch downgrade or more if the ratings are already non-investment grade) within the change of control period (180 days after the occurrence of the change of control). Does not apply in case of permitted restructuring (CoC obtained by the principal shareholders: Etablissements Peugeot Freres, La Francaise de Participations Financieres, Fonciere Financiere et de Participations and Comtoise de Participation and their respective successors). Covenants None Other Events of default include cross-default of the issuer or any principal subsidiary (>10% of consolidated assets or consolidated sales and revenue) on indebtedness for borrowed money in excess of EUR30m. Source: Company data, HSBC

51

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PSA Bond Coupon

Maturity

Issuer

Guarantor

Out amt

Type

5.875%

27 Sep 2011 GIE PSA Tresorerie

Peugeot SA

EUR1255m

Senior unsecured

6%

19 Sep 2033 GIE PSA Tresorerie

Peugeot SA

EUR600m

Senior unsecured

Call Non-callable except for taxation reasons. Negative pledge Negative pledge covers any indebtedness in the form of, or represented by, bonds, notes, debentures or other securities which are, are to be, or are capable of being, quoted, listed or ordinarily traded on any stock exchange or on any OTC securities market. Put None Covenants None Other Events of default include cross-default of issuer/guarantor/principal subsidiary (representing more than 10% of consolidated revenues or assets) on indebtedness in excess of EUR15m. Source: Company data, HSBC

52

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Renault Bond Coupon

Maturity

Issuer

Guarantor

Out amt

Type

30 Nov 2010 RCI Banque 5.875% Step up (See ‘Other’)

None

EUR750m


5.25%

27 May 2011 RCI Banque

None

EUR700m

As above

3.125%

08 Jul 2011

RCI Banque

None

EUR500m

As above

4%

21 Oct 2011 RCI Banque

None

EUR750m

As above

8.125% 15 May 2012 RCI Banque Step up (See ‘Other’)

None

EUR750m

As above

2.875%

23 Jul 2012

RCI Banque

None

EUR600m

As above

2.75%

10 Sep 2012 RCI Banque

None

EUR500m

As above

3.375%

23 Jan 2013 RCI Banque

None

EUR500m

As above

4%

11 Jul 2013

RCI Banque

None

EUR675m

As above

4.375%

27 Jan 2015 RCI Banque

None

EUR600m

As above

Call Non-callable except for taxation reasons. Negative pledge Yes, but excludes bank debt. Put None Covenants None Other Events of default include cross-default of the issuer on relevant indebtedness in excess of EUR15m. For 2010 and May 2012 bonds, the coupon steps up by 125bp if one or more rating agencies downgrade the ratings below investment grade, steps down by 125bps if one or more rating agencies upgrade the ratings to investment grade such that all ratings are investment grade. The rate of interest shall never be lower than the base interest rate per annum nor higher than 7.125% (for 2010 bonds) / 9.375% (for May 2012 bonds). Source: Company data, HSBC

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Renault Bond Coupon

Maturity

4.5%

Issuer

Guarantor

Out amt

Type

16 Apr 2012 Renault SA

None

EUR500m


4.375%

24 May 2013 Renault SA

None

EUR800m

As above

6%

13 Oct 2014 Renault SA

None

EUR750m

As above

5.625%

30 Jun 2015 Renault SA

None

EUR650m

As above

5.625%

22 Mar 2017 Renault SA

None

EUR500m

As above

Call Non-callable except for taxation reasons. Negative pledge Yes, but excludes bank debt. Put None Covenants None Other Events of default include cross-default of issuer on indebtedness in excess of EUR50m. Source: Company data, HSBC

54

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Scania Bond Coupon

Maturity

Issuer

3.625%

22 Feb 2011 Scania CV AB

Guarantor

Out amt

Type

Scania AB

EUR600m


Call Non-callable except for taxation reasons. Negative pledge Yes, but excludes bank debt. Put Put at par in case of change of control and subsequent downgrade to non-investment grade. Covenants None Other Events of default include cross-default of issuer/guarantor/principal subsidiaries (representing more than 10% of total assets) on indebtedness in excess of USD20m. Source: Company data, HSBC

55

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Toyota Bond Coupon

Maturity

Issuer

5.25%

10 Dec 2010 Toyota Motor Credit

Guarantor

Out amt

Type

None

GBP200m


Call Non-callable except for taxation reasons. Negative pledge None Put None Covenants None Other Events of default include cross-default of issuer on indebtedness in excess of USD50m. Source: Company data, HSBC

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Toyota Bond Coupon

Maturity

Issuer

4.625%

01 Feb 2011 Toyota Motor Credit Corporation

Guarantor

Out amt

Type

None

GBP405m


Call Non-callable except for taxation reasons. Negative pledge Yes, but excludes bank debt. Put None Covenants None Other Events of default include cross-default of issuer on indebtedness in excess of USD3m. Source: Company data, HSBC

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Toyota Bond Coupon

Maturity

Issuer

Guarantor

5.125%

17 Jan 2012 Toyota Credit Canada None Inc

Out amt

Type

GBP250m


Call Non-callable except for taxation reasons. Negative pledge Yes, but excludes bank debt. Put None Covenants None Other Events of default include cross-default of issuer on borrowed money in excess of USD10m. Source: Company data, HSBC

58

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Toyota Bond Coupon

Maturity

Issuer

4.25%

02 May 2012 Toyota Motor Credit Corporation

Guarantor

Out amt

Type

None

EUR850m


Call Non-callable except for taxation reasons. Negative pledge Yes, but excludes bank debt. Put None Covenants None Other Events of default include cross-default of issuer on indebtedness in excess of USD50m. Source: Company data, HSBC

59

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Toyota Bond Coupon

Maturity

Issuer

Guarantor

Out amt

Type

5.375%

29 Jul 2011

Toyota Motor Credit

None

EUR1000m


5.25%

03 Feb 2012 Toyota Motor Credit

None

EUR2500m


4.625%

18 Sep 2013 Toyota Motor Credit

None

EUR500m


6.625%

03 Feb 2016 Toyota Motor Credit

None

EUR1250m


Call Non-callable except for taxation reasons. Negative pledge None Put None Covenants None Other Events of default include cross-default of issuer on indebtedness in excess of USD10m. Source: Company data, HSBC

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Volkswagen Bond Coupon

Maturity

5%

5.125%

Issuer

Guarantor

Out amt

Type

03 Feb 2011 Volkswagen Credit Canada, Inc.

Volkswagen AG

EUR300m

Senior unsecured issued under the group’s EUR20bn debt issuance programme

19 May 2011 Volkswagen Credit, Inc.

Volkswagen AG

EUR1250m

Senior unsecured issued under the group’s EUR20bn debt issuance programme

Call Non-callable except for taxation reasons. Negative pledge Yes, but does not apply to security provided in connection with the asset-backed securities of the issuer, or by a special-purpose vehicle where the issuer is the originator of the underlying assets. Put None Covenants None Other No cross-default provisions. The guarantee binds the guarantor (Volkswagen AG) not to provide for any public bond issue any security upon its assets without at the same time having the bondholders share equally and rateably in such security. This does not apply to security provided in connection with ABS or SPVs. Source: Company data, HSBC

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Maturity

3.75%

Issuer

Out amt

Type

16 Nov 2010 Volkswagen Volkswagen AG International Finance N.V.

EUR1750m


5.25%

01 Apr 2011 Volkswagen Volkswagen AG International Finance N.V.

EUR1500m


4.125%

31 May 2011 Volkswagen Leasing VW Fin Services AG GmbH

EUR1000m


4.75%

19 Jul 2011

VW Fin Services AG None

EUR1000m


5.375%

25 Jan 2012 VW Fin Services AG None

EUR1000m


Call Non-callable except for taxation reasons. Negative pledge Yes, but excludes bank debt. Put None Covenants None Other No cross-default provision. Source: Company data, HSBC

62

Guarantor

abc



Maturity

5.625%

Issuer

Guarantor

Out amt

Type

09 Feb 2012 Volkswagen Volkswagen AG International Finance N.V.

EUR2500m


3.875%

09 Jul 2012

EUR425m

Senior unsecured issued under the issuer’s EUR18bn debt issuance programme

4.875%

18 Oct 2012 Volkswagen Leasing VW Financial Services EUR1250m GmbH AG


4.875%

22 May 2013 VW International Fin Volkswagen AG NV

EUR1000m


2.375%

28 Jun 2013 VW Bank GmbH

EUR1000m

As above

5.375%

15 Nov 2013 Volkswagen Volkswagen AG International Finance N.V.

EUR1250m


Volkswagen Financial None Services AG

None


63

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Maturity

6.875%

Issuer

Out amt

Type

15 Jan 2014 Volkswagen Financial None Services AG

EUR1500m


3.375%

28 Jul 2014

EUR1000m


3.5%

02 Feb 2015 Volkswagen Volkswagen AG International Finance NV

EUR1250m


7%

09 Feb 2016 Volkswagen Volkswagen AG International Finance N.V.

EUR1000m


5.375%

22 May 2018 VW International Fin Volkswagen AG NV

EUR500m


Volkswagen Financial None Services AG


64

Guarantor

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Volvo Bond Coupon

Maturity

7.875%

Issuer

Guarantor

Out amt

Type

01 Oct 2012 Volvo Treasury AB

Volvo AB

EUR500m

Senior unsecured issued under the company’s USD15bn EMTN programme.

9.875%

27 Feb 2014 Volvo Treasury AB

Volvo AB

EUR700m


5%

31 May 2017 Volvo Treasury AB

Volvo AB

EUR1000m


Call Non-callable except for taxation reasons. Negative pledge Yes, excludes bank debt. External indebtedness covers any bond, note, debenture, or similar instrument that is, or capable of being, listed, quoted or traded on any stock exchange or in any securities market and OTC market. Put Put at par on a put restructuring event (defined as acquiring more than 50% of share capital or voting rights) resulting in a rating downgrade to non-investment grade or a rating withdrawal or a one-notch downgrade if already noninvestment grade. Covenants None Other Events of default include cross-default of issuer/parent/principal subsidiary on indebtedness in excess of USD60m. Source: Company data, HSBC

65


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Building Materials & Construction

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Cemex España Bond Coupon

Maturity

Issuer

Guarantor

Out amt

4.75%

05 Mar 2014 Cemex Finance Europe BV Cemex España SA EUR900m


Call Non-callable except for taxation reasons. Negative pledge Yes, but excludes bank debt/permitted securitisation. Put Put at par on put event defined as a change of control of the guarantor (Cemex España) or the parent (Cemex SAB de CV) resulting in a rating downgrade from investment grade to non-investment grade or in a one-notch downgrade if the ratings are already junk. Covenants None Other Events of default include cross-default of issuer or guarantor or any principal subsidiaries on any indebtedness for borrowed money in excess of EUR45m. Source: Company data, HSBC

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Ciments Français Bond Coupon

Maturity

Issuer

Guarantor

4.75%

04 Apr 2017 Ciments Français SA None

Out amt

Type

EUR500m


Call Non-callable except for taxation reasons. Negative pledge Yes, but excludes bank debt. Put Put at par on put event defined as a change of control resulting in a rating downgrade to non-investment grade or a full rating notch downgrade if the ratings are already non-investment grade. Covenants None Other Events of default include cross-default of issuer or principal subsidiaries on indebtedness in excess of EUR15m. Source: Company data, HSBC

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Cimpor Bond Coupon

Maturity

Issuer

4.5%

27 May 2011 CIMPOR Financial Operations BV

Guarantor

Out amt

Type

Corporacion Noroeste SA, keep well agreement from CIMPOR SGPS SA

EUR600m

Senior unsecured issued under EUR1.5bn EMTN programme

Call Non-callable except for taxation reasons. Negative pledge Yes, but excludes bank debt. Put None Covenants None Other Events of default include cross-default of issuer/guarantors/relevant subsidiaries (>10% of consolidated turnover) on indebtedness in excess of EUR25m. Source: Company data, HSBC

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CRH Bond Coupon

Maturity

Issuer

28 May 2014 CRH Finance B.V. 7.375% Step up (See ‘Other’)

Guarantor

Out amt

Type

CRH plc

EUR750m


Call Non-callable except for taxation reasons. Negative pledge Yes, excludes bank debt/securitisation and covers the Issuer, guarantor and principal subsidiaries of relevant indebtedness. Relevant indebtedness is defined as bonds, notes, debentures, loan stock or other securities that are for the time being, quoted, listed or ordinarily dealt in on any stock exchange, OTC or other securities market and which have an original maturity of more than one year. Principal subsidiaries are subsidiaries of the guarantor which exceed 10% of the consolidated net assets. Put Put at par on a put event defined as a change of control (whereby one acquires in excess of 50% of share capital or voting rights) resulting in a rating downgrade to non-investment grade or one-notch downgrade if the ratings are already junk. Covenants None Other Events of default include cross-default of issuer, guarantor or principal subsidiary on indebtedness in excess of EUR50m or 1% of consolidated tangible net worth. Consolidated tangible net worth is defined as the amount paid up or credited as paid up on the issued share capital of the guarantor and the amount standing to the credit of the consolidated capital and revenue reserves of the Guarantor. Coupon steps up by 125bp if rating is downgraded to non-investment grade by Moody’s or S&P, steps down if upgraded back to investment grade by both agencies. Source: Company data, HSBC

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CRH Bond Coupon

Maturity

Issuer

8.25%

24 Apr 2015 CRH Finance (U.K.) plc

Guarantor

Out amt

Type

CRH plc

GBP250m


Call Non-callable except for taxation reasons. Negative pledge Yes, excludes bank debt. Relevant indebtedness is defined as bonds, notes, debentures, loan stock or other securities that are, for the time being, quoted, listed or ordinarily dealt in on any stock exchange, OTC or other securities market and which have an original maturity of more than one year. Put None Covenants None Other Events of default include cross-default of issuer or principal subsidiary on indebtedness in excess of EUR50m. Source: Company data, HSBC

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Holcim Bond Coupon

Maturity

Issuer

Guarantor

Out amt

Type

26 Mar 2014 Holcim Finance 9% (Luxembourg) S.A. Step up (See ‘Other’)

Holcim Ltd

EUR650m


8.75% 24 Apr 2017 Holcim GB Finance Step up Ltd. (See ‘Other’)

Holcim Ltd

GBP300m


Call Non-callable except for taxation reasons. Negative pledge Yes, excludes bank debt. Relevant indebtedness is defined as any present or future indebtedness of the issuer or guarantor in the form of notes, bonds, debentures or similar securities that are or intended to be traded on any stock exchange, OTC or other securities market. Put Put at par on put event defined as a change of control (acquired or control of >50% voting rights or shares of guarantor) during Change of control period (ending 90 days after announcement date) resulting in a rating downgrade to non-investment grade or a full rating notch downgrade if the ratings are already non-investment grade or withdrawn by Moody’s, S&P or Fitch. Covenants None Other Events of default include cross-default of issuer or the guarantor on indebtedness in excess of 0.6% of guarantor’s consolidated total shareholders’ equity and CHF125m. Coupon steps up by 125bp if rating is downgraded to noninvestment grade by Moody’s, S&P or Fitch or is withdrawn by at least two rating agencies, steps down if upgraded back to investment grade by at least two rating agencies. Source: Company data, HSBC

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Holcim Bond Coupon

Maturity

Issuer

4.375%

09 Dec 2014 Holcim Finance (Luxembourg) S.A.

Guarantor

Out amt

Type

Holcim Ltd

EUR600m

Senior unsecured issued under EUR2bn EMTN programme

Call Non-callable except for taxation reasons. Negative pledge Yes, but excludes bank debt. Put None Covenants None Other Events of default include cross-default of issuer/guarantor on indebtedness in excess of CHF50m. Source: Company data, HSBC

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Imerys Bond Coupon

Maturity

Issuer

18 Apr 2017 Imerys SA 5% Step up (See ‘Other’)

Guarantor

Out amt

Type

None

EUR500m

Senior unsecured

Call Callable at the greater of par and B+20bp in the event of a rate of interest increase event (itself triggered by a change of control resulting in a downgrade to non-investment grade). Negative pledge Yes, but excludes bank debt. Put None Covenants None Other In the event of a change of control and rating downgrade to Ba1 by Moody’s, coupon steps up by 125bp; coupon steps up another 25bp per notch downgrade until B3. Events of default include cross-default of issuer on any indebtedness in excess of EUR50m. Source: Company data, HSBC

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Imerys Bond Coupon

Maturity

Issuer

5.125%

25 Apr 2014 Imerys SA

Guarantor

Out amt

Type

None

EUR300m

Senior unsecured

Call Non-callable except for taxation reasons. Negative pledge Yes, but excludes bank debt. Put None Covenants None Other Events of default include cross-default of issuer on indebtedness in excess of EUR20m. Source: Company data, HSBC

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Italcementi Bond Coupon

Maturity

Issuer

19 Mar 2020 Italcementi Finance 5.375% Step up S.A. (See ‘Other’)

Guarantor

Out amt

Type

Italcementi S.p.A

EUR750m


Call Non-callable except for taxation reasons. Negative pledge Yes, but excludes bank debt. Put Put at par on a change of control (defined as control of Italcementi S.p.A. being acquired by any one person or group of persons acting in concert, other than Italmobiliare S.p.A. or Efiparind B.V.) resulting in a rating downgrade to noninvestment grade or a rating withdrawal or a one-notch downgrade if already non-investment grade. Covenants None Other Events of default include cross-default of the issuer, guarantor or its principal subsidiaries on debt exceeding EUR30m. Coupon steps up by 125bp in the event that S&P or Moody’s downgrades the rating to non-investment grade; it steps down by 125bp in the event of an upgrade resulting in S&P and Moody’s having both investment grade ratings on Italcementi. Source: Company data, HSBC

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Lafarge Bond Coupon

Maturity

Issuer

Guarantor

Out amt

Type

27 May 2014 Lafarge SA 7.625% Step up (See ‘Other’)

None

EUR1000m


7.625% 24 Nov 2016 Lafarge SA Step up (See ‘Other’)

None

EUR750m

As above

8.75% 30 May 2017 Lafarge SA Step up (See ‘Other’)

None

GBP350m

As above

5% 13 Apr 2018 Lafarge SA Step up (See ‘Other’)

None

EUR500m

As above

5.5% 16 Dec 2019 Lafarge SA Step up (See ‘Other’)

None

EUR750m

As above

Call Non-callable except for taxation reasons. Negative pledge Yes, excludes bank debt. Relevant indebtedness is defined as any present or future indebtedness of the issuer and its principal subsidiaries in the form of notes, bonds, debentures or similar securities that are or intended to be traded on any stock exchange, OTC or other securities market (unless the principal amount is below EUR300m). Put Put at par on a put restructuring event (acquiring more than 50% of share capital or voting rights) resulting in a rating downgrade to non-investment grade or a rating withdrawal or a one-notch downgrade if already non-investment grade. Covenants None Other Events of default include cross-default of issuer or principal subsidiaries on indebtedness over EUR100m. Principal subsidiaries are seen as any subsidiary of the issuer whose consolidated current operating income is at or exceeds 5% of the group’s total. Coupon steps up by 125bp if rating is downgraded to non-investment grade by Moody’s or S&P, steps down if upgraded back to investment grade by both agencies. Source: Company data, HSBC

78

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Lafarge Bond Coupon

Maturity

5.75%

6.125%

Issuer

Guarantor

Out amt

Type

27 May 2011 Lafarge SA

None

EUR750m

Senior unsecured issued under the company’s EUR9bn EMTN Programme.

28 May 2015 Lafarge SA

None

EUR750m

Senior unsecured issued under the company’s EUR9bn EMTN Programme.

Call Non-callable except for taxation reasons Negative pledge Yes, excludes bank debt. Relevant indebtedness is defined as any present or future indebtedness of the Issuer and its principal subsidiaries in the form of notes, bonds, debentures or similar securities that are or intended to be traded on any stock exchange, OTC or other securities market (unless the principal amount of which does not exceed EUR300m). Put Put at par on a put restructuring event (defined as acquiring more than 50% of share capital or voting rights) resulting in a rating downgrade to non-investment grade or rating withdrawal, or a one-notch downgrade if already non-investment grade. Covenants None Other Events of default include cross-default of issuer or principal subsidiaries on indebtedness in excess of EUR100m. Principal subsidiaries are seen as any subsidiary of the issuer whose consolidated current operating income is at or exceeds 5% of the total consolidated current operating income of the issuer. Source: Company data, HSBC

79

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Lafarge Bond Coupon

Maturity

6.875%

6.625%

Issuer

Guarantor

Out amt

Type

06 Nov 2012 Lafarge SA

None

GBP350m


29 Nov 2017 Lafarge SA

None

GBP200m


Call Non-callable except for taxation reasons. Negative pledge Yes, but excludes bank debt. Put None Covenants None Other Events of default include cross-default of issuer/principal subsidiaries (representing more than 10% of total assets or operating income) on indebtedness in excess of EUR10m. Source: Company data, HSBC

80

abc


Lafarge Bond Coupon

Maturity

5.448%

Issuer

Guarantor

Out amt

Type

04 Dec 2013 Lafarge SA

None

EUR500m

Senior unsecured

5%

16 Jul 2014

Lafarge SA

None

EUR612m


4.25%

23 Mar 2016 Lafarge SA

None

EUR500m


5.375%

26 Jun 2017 Lafarge SA

None

EUR500m


4.75%

23 Mar 2020 Lafarge SA

None

EUR500m


Call Non-callable except for taxation reasons. Negative pledge Yes, but excludes bank debt. Put None Covenants None Other Events of default include cross-default of issuer/principal subsidiaries (representing more than 5% of total revenues) on indebtedness in excess of EUR50m. Source: Company data, HSBC

81

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Saint-Gobain Bond Coupon

Maturity

4.25% 4.875%

Issuer

Guarantor

Out amt

Type

31 May 2011 Compagnie de Saint- None Gobain SA

EUR1100m

Senior unsecured


EUR700m

Senior unsecured

Call Non-callable except for taxation reasons. Negative pledge Yes, but excludes bank debt. Put Put at par on put event defined as a change of control resulting in a rating downgrade to non-investment grade or a full rating notch downgrade if the ratings are already non-investment grade. Covenants None Other Events of default include cross-default of issuer on indebtedness in excess of EUR30m. Source: Company data, HSBC

82

abc



Maturity

5.625%

Issuer

Guarantor

Out amt

Type

15 Dec 2016 Compagnie de Saint- None Gobain SA

GBP300m


4.75%

11 Apr 2017 Compagnie de Saint- None Gobain SA

EUR1250m


5.625%

15 Nov 2024 Compagnie de Saint- None Gobain SA

GBP300m


Call Non-callable except for taxation reasons. Negative pledge Yes, but excludes bank debt. Put Put at par on put event defined as a change of control resulting in a rating downgrade to non-investment grade or a full rating notch downgrade if the ratings are already non-investment grade. Covenants None Other Events of default include cross-default of issuer on indebtedness in excess of EUR50m. Source: Company data, HSBC

83

abc



Maturity

6%

Issuer

Guarantor

Out amt

Type


EUR750m


7.25%

16 Sep 2013 Compagnie de Saint- None Gobain SA

EUR750m


8.25%

28 Jul 2014

EUR1000m


Compagnie de Saint- None Gobain SA

Call Non-callable except for taxation reasons. Negative pledge Yes, but excludes bank debt. Put None Covenants None Other Events of default include cross-default of issuer or principal subsidiary on indebtedness in excess of EUR50m. Principal subsidiaries are seen as those whose accounts are consolidated with those of the issuer and whose value of net equity exceeds 5%. Source: Company data, HSBC

84

abc



Maturity

Issuer

5%

25 Apr 2014 Saint Gobain Nederland BV

Guarantor

Out amt

Type

Compagnie de SaintGobain SA

EUR501m

Senior unsecured


85


86

abc


abc

Chemicals and Pharma

87

abc


Air Liquide Bond Coupon

Maturity

6.125%

Issuer

Guarantor

Out amt

Type

28 Nov 2012 Air Liquide Finance

L’Air Liquide SA

EUR469m


5%

22 Mar 2013 Air Liquide Finance

L’Air Liquide SA

EUR400m


4.375%

03 Jun 2015 L’Air Liquide SA

None

EUR400m

Senior unsecured

5.25%

18 Jul 2017

L’Air Liquide SA

EUR500m


Air Liquide Finance

Call Non-callable except for taxation reasons. Negative pledge Yes, but only applies to relevant indebtedness. Relevant indebtedness covers bonds or notes which are for the time being, or are capable of being, quoted, listed or ordinarily dealt in on any stock exchange or any other regulated securities market. Put Put at par on put event defined as a change of control (>50% issued share capital or voting rights of L’Air Liquide) resulting in a rating downgrade to non-investment grade or a full rating notch downgrade if the ratings are already non-investment grade. Covenants None Other Events of default include cross-default of issuer/guarantor on indebtedness in excess of EUR50m. Source: Company data, HSBC

88

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Air Liquide Bond Coupon

Maturity

5.25%

Issuer

Guarantor

Out amt

Type

28 Dec 2011 Air Liquide Finance

L’Air Liquide SA

EUR300m


4.125%

23 Jun 2013 Air Liquide Finance

L’Air Liquide SA

EUR300m


4.75%

25 Jun 2014 L’Air Liquide SA

None

EUR700m


Call Non-callable except for taxation reasons. Negative pledge Yes, only applies to bonds/notes. Put None Covenants None Other Events of default include cross-default of issuer/guarantor on indebtedness in excess of EUR50m. Source: Company data, HSBC

89

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Air Products Bond Coupon

Maturity

4.25%

Issuer

Guarantor

Out amt

Type

10 Apr 2012 Air Products and Chemicals Inc

None

EUR300m

Senior unsecured

3.75%

08 Nov 2013 Air Products and Chemicals Inc

None

EUR300m

Senior unsecured

3.875%

10 Mar 2015 Air Products and Chemicals Inc

None

EUR300m

Senior unsecured

4.625%

15 Mar 2017 Air Products and Chemicals Inc

None

EUR300m

Senior unsecured

Call Non-callable except for taxation reasons. Negative pledge Negative pledge covers indebtedness of any restricted subsidiary, including bank debt. A restricted subsidiary is a subsidiary which owns or leases a principal property. In addition, there is a restriction on sale-and-leaseback transactions. Put None Covenants None Other Events of default include cross-default of issuer/guarantor on public indebtedness representing an amount in excess of 2% of shareholders’ equity (for 2012, 2013, 2015 bonds) or USD125m (for 2017 bonds). Source: Company data, HSBC

90

abc


Akzo Nobel Bond Coupon

Maturity

Issuer

4.25%

14 Jun 2011 Akzo Nobel NV

Guarantor

Out amt

Type

None

EUR538.5m

Senior unsecured

Call Non-callable except for taxation reasons. Negative pledge Yes, only applies to public debt. Public debt refers to any loan, debt or other obligation of the issuer in the form of or represented by bonds, notes, debentures, or any other publicly issued debt securities which are, or are capable of being traded or listed on any stock exchange, OTC or other securities market and which, by their terms, have an initial stated maturity of more than 12 months. Put None Covenants None Other Events of default include cross-default of issuer/major subsidiary (accounting for more than 10% of total sales) on indebtedness in excess of USD25m. Source: Company data, HSBC

91

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Akzo Nobel Bond Coupon

Maturity

7.75%

Issuer

Guarantor

Out amt

Type

31 Jan 2014 Akzo Nobel Sweden Finance AB

Akzo Nobel NV

EUR1000m

Senior unsecured

7.25%

27 Mar 2015 Akzo Nobel NV

Akzo Nobel Sweden Finance AB

EUR975m

Senior unsecured

8%

06 Apr 2016 Akzo Nobel NV

Akzo Nobel Sweden Finance AB

GBP250m

Senior unsecured

Call Tax call/clean-up call (see put provision) Negative pledge Yes, only applies to public debt. Public debt refers to any loan, debt or other obligation of the issuer or the guarantor in the form of or represented by bonds, notes, debentures, or any other publicly issued debt securities which are, or are capable of being traded or listed on any stock exchange, OTC or other securities market and which, by their terms, have an initial stated maturity of more than 12 months. Put Put at par if within the stated period a change of control ( >50% of issued shares or voting rights of the guarantor) occurs and a rating downgrade (defined as either a rating withdrawal or a rating downgrade to non-investment grade) in respect to this change of control occurs, or – if there are no rated securities – a negative rating event occurs. The issuer has a clean-up call if more than 80% of the bonds have been tendered following the activation of the clause. Covenants None Other Events of default include cross-default of issuer/major subsidiary (accounting for more than 10% of total sales) on indebtedness in excess of EUR40m. Source: Company data, HSBC

92

abc


AstraZeneca Bond Coupon

Maturity

4.625%

Issuer

Guarantor

Out amt

Type

12 Nov 2010 AstraZeneca plc

None

EUR750m

Senior unsecured

5.75%

13 Nov 2031 AstraZeneca plc

None

GBP350m

Senior unsecured

5.125%

15 Jan 2015 AstraZeneca plc

None

EUR750m


Call Non-callable except for taxation reasons. Negative pledge Yes, but excludes bank debt. Put Put at par on put event defined as a change of control resulting in a rating downgrade to non-investment grade or a full rating notch downgrade if the ratings are already non-investment grade. Covenants None Other None Source: Company data, HSBC

93

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BASF Bond Coupon

Maturity

4%

Issuer

Guarantor

Out amt

Type

21 Apr 2011 BASF SE

None

EUR1000m

Senior unsecured

3.375%

30 May 2012 BASF SE

None

EUR1400m

Senior unsecured

4.5%

29 Jun 2016 BASF SE

None

EUR500m

Senior unsecured

Call Non-callable except for taxation reasons. Negative pledge Yes, but only applies to capital market indebtedness. Put None Covenants None Other Events of default include cross-default of issuer on capital market indebtedness in excess of EUR75m. Source: Company data, HSBC

94

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BASF Bond Coupon

Maturity

Issuer

Guarantor

Out amt

Type

3.75%

08 Oct 2012 BASF SE

None

EUR1350m


6%

04 Dec 2013 BASF Finance Europe N.V BASF SE

EUR1250m

As above

5%

26 Sep 2014 BASF Finance Europe NV BASF SE

EUR1250m

As above

5.125%

09 Jun 2015 BASF Finance Europe N.V BASF SE

EUR2000m

As above

5.875%

31 Mar 2017 BASF SE

None

GBP400m

As above

4.625%

07 Jul 2017

None

EUR300m

As above

BASF SE

Call Non-callable except for taxation reasons. Negative pledge Yes, but only applies to capital market indebtedness. Put Put at par on a put event defined as a change of control (acquire or control issued share capital with >50% voting rights of BASF SE) resulting in a rating downgrade to non-investment grade, a one-notch downgrade if the ratings are already junk or if ratings are withdrawn by Moody’s and S&P. Covenants None Other Events of default include cross-default of issuer/guarantor on indebtedness in excess of EUR75m. Source: Company data, HSBC

95

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BASF Bond Coupon

Maturity

Issuer

4.875%

20 Jun 2018 Ciba Specialty Chemicals Finance Luxembourg

Guarantor

Out amt

EUR477m BASF Specialty Chemicals Holding GmbH (previously Ciba Holding AG)


Call Non-callable except for taxation reasons. Negative pledge Yes, but only applies to capital market indebtedness. Put None Covenants None Other Events of default include cross-default of issuer/guarantor on indebtedness in excess of USD50m. Source: Company data, HSBC

96

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Bayer Bond Coupon

Maturity

Issuer

6%

10 Apr 2012 Bayer AG

Guarantor

Out amt

Type

None

EUR2000m


Call Non-callable except for taxation reasons. Negative pledge Yes, but excludes bank debt and securitisation up to EUR2bn. Put None Covenants None Other No cross-default provision. Source: Company data, HSBC

97

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Bayer Bond Coupon

Maturity

4.5%

Issuer

Guarantor

Out amt

Type

23 May 2013 Bayer AG

None

EUR1000m


4.625%

26 Sep 2014 Bayer Capital Corporation

Bayer AG

EUR1300m


5.625%

23 May 2018 Bayer AG

None

GBP350m


Call Non-callable except for taxation reasons Negative pledge Yes, but excludes bank debt and securitisation up to EUR2bn. Put Put at par on a put event defined as a change of control (acquire or control >50% issued capital or voting rights of the Bayer AG) resulting in a rating downgrade to non-investment grade or a one-notch downgrade if the ratings are already junk. Covenants None Other No cross-default provision. Source: Company data, HSBC

98

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Clariant Bond Coupon

Maturity

Issuer

4.375%

05 Apr 2013 Clariant Finance Luxembourg

Guarantor

Out amt

Type

Clariant Ltd

EUR600m

Senior unsecured

Call Non-callable except for taxation reasons. Negative pledge Yes, but excludes bank debt. Put Yes, in case of put event defined as a change of control resulting in a downgrade to non-investment grade or a onenotch downgrade if the ratings are already non-investment grade. Put at the gross redemption yield of the 4.5% Bunds due 2013 (or any other reference bond) + 25bp. Covenants None Other Events of default include cross-default of issuer/guarantor or material subsidiary (gross revenues/total assets>5% of consolidated revenues/assets) on indebtedness in excess of EUR30m. Source: Company data, HSBC

99

abc


Dow Chemical Bond Coupon

Maturity

Issuer

4.625%

27 May 2011 Dow Chemical

Guarantor

Out amt

Type

None

EUR500m


Call Non-callable except for taxation reasons. Negative pledge Yes, includes bank debt. Put None Covenants Restriction on secured debt (debt secured on principal property + all attributable debt in respect of sale and leaseback transactions, not to exceed 10% of consolidated net tangible assets). Other None Source: Company data, HSBC

100

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DSM Bond Coupon

Maturity

Issuer

4%

10 Nov 2015 Koninklijke DSM NV

Guarantor

Out amt

Type

None

EUR500m


Call Non-callable except for taxation reasons. Negative pledge Yes, includes bank debt. Put Put at par in case of change of control (defined as acquiring more than 50% of share capital or voting rights) resulting in a rating downgrade to non-investment grade or rating withdrawal or a one-notch downgrade if already non-investment grade. Covenants None Other Events of default include cross-default of issuer and/or major group company, subject to a carve-out of EUR50m. Major group company is any group company of the issuer whose net profits or assets exceed 15% of consolidated net profits or assets. Source: Company data, HSBC

101

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DSM Bond Coupon

Maturity

5.75%

5.25%

Issuer

Guarantor

Out amt

Type

17 Mar 2014 Koninklijke DSM NV

None

EUR500m


17 Oct 2017 Koninklijke DSM NV

None

EUR750m


Call Non-callable except for taxation reasons. Negative pledge Yes, excludes bank debt and covers private and public debt. Private debt is defined as any present or future indebtedness of the issuer in the form of notes, bonds, debentures or similar securities that are or intended to be traded on any stock exchange, OTC or other securities market. Private debt refers to loans, debts, guarantees or other obligations (other than public debt) in excess of EUR50m. Put Put at par on a put restructuring event (defined as acquiring more than 50% of share capital or voting rights) resulting in a rating downgrade to non-investment grade or rating withdrawal or a one-notch downgrade if already non-investment grade. Covenants None Other Events of default include cross-default of issuer and/or major group company, subject to a carve-out of EUR50m. Major group company is any group company of the issuer whose net profits or assets exceed 15% of consolidated net profits or assets. Source: Company data, HSBC

102

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Evonik Industries Bond Coupon

Maturity

Issuer

5.125%

10 Dec 2013 Degussa AG

Guarantor

Out amt

Type

None

EUR1250m

Senior unsecured

Call Non-callable except for taxation reasons. Negative pledge Yes, but excludes bank debt. Put None Covenants None Other Events of default include cross-default of issuer/principal subsidiary (>10% of total assets or operating income) on indebtedness in excess of EUR25m. Source: Company data, HSBC

103

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Evonik Industries Bond Coupon

Maturity

Issuer

Guarantor

14 Oct 2014 Evonik Industries AG None 7% Step up (See ‘Other’)

Out amt

Type

EUR750m

Senior unsecured

Call Non-callable except for taxation reasons. Negative pledge Yes. Relevant financial indebtedness covers debt issued by Evonik Industries AG or a principal member of the Evonik Degussa Group (comprising Evonik Degussa GmbH and its material subsidiaries, ie those in which Evonik Degussa owns at least 50% of the shares and whose unconsolidated turnover represents at least 5% of the consolidated turnover of the issuer and/or whose unconsolidated assets represent at least 2% of the consolidated gross assets of the issuer). Financial indebtedness covers loans, bonds and certificates of indebtedness (Schuldscheine), but excludes finance leases, ABS and derivatives. Put Put at par on change of control (ie any person other than RAG-Stiftung or a wholly owned, direct or indirect, subsidiary of RAG-Stiftung directly or indirectly acquiring more than 50% of the issuer’s share capital, or directly or indirectly holding >50% of the voting rights in relation to the issuer). Covenants None Other Events of default include cross-default of issuer or any of its material subsidiaries on financial indebtedness over EUR50m, as well as certain asset sales above EUR50m. Coupon steps up by 125bp and remains at this level until maturity if the bonds have not been rated by at least two rating agencies (among Moody’s, S&P, Fitch) before the first interest payment date (14 October 2010). Source: Company data, HSBC

104

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GlaxoSmithKline Bond Coupon

Maturity

3%

Issuer

Guarantor

Out amt

Type

18 Jun 2012 GlaxoSmithKline Capital plc

GlaxoSmithKline plc

EUR750m

Senior unsecured issued under the company’s GBP5bn EMTN programme

5.125%

13 Dec 2012 GlaxoSmithKline Capital plc

GlaxoSmithKline plc

EUR2250m

Senior unsecured issued under the company’s GBP10bn EMTN programme.

3.875%

06 jul 2015

GlaxoSmithKline Capital plc

GlaxoSmithKline plc

EUR1600m

Senior Unsecured issued under the company’s GBP10bn EMTN programme

5.625%


GlaxoSmithKline plc

EUR1250m


Call Non-callable except for taxation reasons. Negative pledge Yes, but excludes bank debt. Put None Covenants None Other Events of default include cross-default of issuer/guarantor/principal subsidiary (> 10% of group profits before interest and tax or total assets) on indebtedness in excess of GBP10m. Source: Company data, HSBC

105

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GlaxoSmithKline Bond Coupon

Maturity

4%

Issuer

Guarantor

Out amt

Type

16 Jun 2025 GlaxoSmithKline Capital plc

GlaxoSmithKline plc

EUR750m


5.25%


GlaxoSmithKline plc

GBP1000m


6.375%

09 Mar 2039 GlaxoSmithKline Capital plc

GlaxoSmithKline plc

GBP700m


5.25%

10 Apr 2042 GlaxoSmithKline Capital plc

GlaxoSmithKline plc

GBP1000m


Call Non-callable except for taxation reasons. Negative pledge Yes, but excludes bank debt. Put None Covenants None Other Events of default include cross-default of issuer/guarantor/principal subsidiary (> 10% of group profits before interest and tax or total assets) on indebtedness in excess of GBP10m. Source: Company data, HSBC

106

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K+S Bond Coupon

Maturity

Issuer

5%

24 Sep 2014 K+S AG

Guarantor

Out amt

Type

None

EUR750m

Senior unsecured

Call Non-callable except for taxation reasons. Negative pledge Yes. Relevant debt covers capital market indebtedness (bonds and similar securities with a maturity of over a year listed on a stock exchange). Put Put at par on change of control, deemed to have occurred when: (i) any person or persons acting in concert acquire(s) shares carrying >30% of the voting rights (ie control) of the issuer; or (ii) the issuer sells or transfers all or substantially all of its assets to any person, except a subsidiary; or (iii) in the event of a public tender offer for the shares of the issuer, shares carrying >50% of the voting rights are either in control of the bidder or have already been tendered and the offer has become unconditional. Covenants None Other Events of default include cross-default of the issuer or any other member of the group on capital market indebtedness (bonds and similar securities with a maturity of over a year listed on a stock exchange) in excess of EUR30m. Events of default also include the suspension of payments generally by the issuer or a material subsidiary (with unconsolidated gross revenues and/or total assets representing at least 5% of consolidated gross revenues and/or total assets, and/or nominated by the issuer to ensure that unconsolidated revenues and/or total assets of all material subsidiaries and the issuer together represent at least 85% of consolidated gross revenues and/or total assets ). Source: Company data, HSBC

107

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Lanxess Bond Coupon

Maturity

4.125% 7.75%

Issuer

Guarantor

Out amt

Type

21 Jun 2012 Lanxess Finance BV Lanxess AG

EUR402m

Senior unsecured

09 Apr 2014 Lanxess Finance BV Lanxess AG

EUR500m


Call Callable for taxation reasons and at option of issuer @ make whole +10bp (for 2012 bonds) or +25bp (for 2014 bonds). Negative pledge Yes, but excludes bank debt and covers capital market indebtedness only. Put Put at par if change of control (defined as acquiring more than 50% of share capital or voting rights) results in: (i) a rating downgrade to non-investment grade; or (ii) a non-investment-grade rating being downgraded further; or (iii) ratings being withdrawn. Covenants None Other Events of default include cross-default of issuer/guarantor/principal subsidiary (defined as a subsidiary representing in excess of 2% of total turnover or assets) on indebtedness in excess of EUR50m. Source: Company data, HSBC

108

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Linde Bond Coupon

Maturity

5.375%

6.75%

Issuer

Guarantor

Out amt

Type

12 Sep 2013 Linde Finance B.V.

Linde AG

EUR300m


08 Dec 2015 Linde Finance B.V.

Linde AG

EUR600m


Call Non-callable except for taxation reasons. Negative pledge Yes, but excludes bank debt and covers capital market indebtedness. Capital market indebtedness is defined as any present or future bonds, notes, or any other similar securities that are or intended to be quoted, listed or traded on any stock exchange or OTC market. Put Put at par on a put restructuring event (defined as acquiring more than 50% of share capital or voting rights) resulting in a rating downgrade to non-investment grade or rating withdrawal or a one-notch downgrade if already non-investment grade. Covenants None Other Events of default include cross-default of issuer/guarantor/principal subsidiary (defined as a subsidiary representing in excess of 2% of total turnover or assets) on capital indebtedness in excess of EUR25m. Source: Company data, HSBC

109

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Linde Bond Coupon

Maturity

4.375%

Issuer

Guarantor

Out amt

Type

24 Apr 2012 Linde Finance BV

Linde AG

EUR1000m


4.75%


Linde AG

EUR1000m


5.875%


Linde AG

GBP300m


Call Non-callable except for taxation reasons. Negative pledge Yes, but excludes bank debt. Put Put at par on put event defined as a change of control resulting in a rating downgrade to non-investment grade. Covenants None Other Events of default include cross-default of issuer or guarantor or any principal subsidiaries on capital market indebtedness in excess of EUR25m. Source: Company data, HSBC

110

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Linde Bond Coupon

Maturity

Issuer

6.5%

29 Jan 2016 Linde Finance BV (previously BOC Group plc)

Guarantor

Out amt

Type

BOC Group Plc

GBP200m

Senior unsecured

Call Non-callable except for taxation reasons. Negative pledge Yes, but excludes bank debt/bonds initially offered and distributed substantially in the UK. Put Yes, if restructuring event (change of control, asset disposals representing more than 50% of group op. profit) leads to rating downgrade to non-investment grade. Covenants None Other Events of default include cross-default of issuer/principal subsidiary (representing at least 10% of group assets) on indebtedness in excess of GBP10m. Source: Company data, HSBC

111

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Merck KGaA Bond Coupon

Maturity

Issuer

3.75%

07 Dec 2012 Merck Finanz AG

Guarantor

Out amt

Type

Merck KGaA

EUR500m

Senior unsecured


112

abc



Maturity

4.75% 4.875%

Issuer

Guarantor

Out amt

Type

26 Nov 2010 Merck KGaA

None

EUR500m

Senior unsecured

27 Sep 2013 Merck Financial Services GmbH

Merck KGaA

EUR750m


Call Non-callable except for taxation reasons. Negative pledge Yes, but excludes bank debt and covers capital market Indebtedness. Capital market indebtedness is defined as obligation for the repayment of money in the form of bonds, notes, or any other similar securities that are or intended to be quoted, listed or traded on any stock exchange or OTC market. Put Put at par on a put restructuring event (defined as acquiring more than 50% of share capital or voting rights) resulting in a rating downgrade to non-investment grade or rating withdrawal or a one-notch downgrade if already non-investment grade. Covenants None Other Events of default include cross-default of issuer on capital indebtedness in excess of EUR50m (for 2010 bonds)/EUR75m (for 2013 bonds). Source: Company data, HSBC

113

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Maturity

2.125%

Issuer

Guarantor

Out amt

Type

26 Mar 2012 Merck Financial Services GmbH

Merck KGaA

EUR500m


3.375%


Merck KGaA

EUR1350m


4.5%


Merck KGaA

EUR1350m


Call Non-callable except for taxation reasons. Negative pledge Negative pledge covers capital market indebtedness. Capital market indebtedness is defined as any obligation for the payment of borrowed money in the form of bonds, notes, or any other similar securities with an original maturity of more than one year that are capable of being quoted, listed, dealt in or traded on any stock exchange or other recognised and regulated securities market. Put Put at par on a put restructuring event (defined as acquiring more than 50% of share capital or voting rights) resulting in a rating downgrade to non-investment grade or rating withdrawal or a one-notch downgrade if already non-investment grade. Covenants None Other Events of default include cross-default of issuer on capital indebtedness in excess of EUR75m. Source: Company data, HSBC

114

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Novartis Bond Coupon

Maturity

Issuer

Guarantor

4.25%

15 Jun 2016 Novartis Finance S.A. Novartis AG

Out amt

Type

EUR1500m


Call Call to redeem in whole or in part at a price which is the greater of par or comparable government bond rate + 20bp Negative pledge Yes, excludes bank debt/securitisation. Relevant indebtedness covers any bond, note, debenture, or similar instrument that is, or is capable of being, listed, quoted or traded on any stock exchange or in any securities market and OTC market. Put None Covenants None Other Events of default include cross-default of issuer/guarantor on indebtedness in excess of USD150m. Source: Company data, HSBC

115

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PPG Industries Bond Coupon

Maturity

Issuer

3.875%

24 Jun 2015 PPG Industries

Guarantor

Out amt

Type

None

EUR300m

Senior unsecured

Call Callable for taxation reasons and at option of issuer at make whole. Negative pledge See covenants. Put None Covenants Limitations on secured debt and sale and leaseback transactions (should not represent more than 5% of the shareholders’ interest), limitations on asset transfers. Other Events of default include cross-default of issuer on indebtedness in excess of USD10m. Source: Company data, HSBC

116

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Roche Bond Coupon

Maturity

Issuer

Guarantor

04 Mar 2015 Roche Holdings, Inc. Roche Holding Ltd. 5.5% Step up (See ‘Other’)

Out amt

Type

GBP1250m


Call Non-callable except for taxation reasons Negative pledge Yes, excludes bank debt. Relevant Indebtedness covers any bond, note, debenture, or similar instrument that is, or is capable of being, listed, quoted or traded on any stock exchange or in any securities market and OTC market. Put None Covenants None Other Events of default include cross-default of issuer/guarantor on indebtedness in excess of EUR100m. Coupon steps up by 25bp when the rating is downgraded to A3/A and a further 25bp for every one-notch downgrade until B1/BB-. Similarly, the coupon steps down by 25bp for every one-notch upgrade from B1/BB- to A3/A (where the coupon will revert to the original 5.5% level). If the rating downgrade/upgrade is done by both Moody’s and S&P (or if one agency withdraws its rating), the step for every one-notch rating change will be 50bp. If both agencies cease to provide a rating, the initial 5.5% coupon steps up by 200bp. The coupon cannot step up more than 200bp for either agency (400bp for both agencies). Source: Company data, HSBC

117

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Roche Bond Coupon

Maturity

6.5%

Issuer

Guarantor

Out amt

Type

04 Mar 2021 Roche Holdings, Inc. Roche Holding Ltd.

EUR1750m


4.625%


EUR5250m


5.625%


EUR2750m


Call Non-callable except for taxation reasons. Negative pledge Yes, excludes bank debt. Relevant indebtedness covers any bond, note, debenture, or similar instrument that is, or is capable of being, listed, quoted or traded on any stock exchange or in any securities market and OTC market. Put None Covenants None Other Events of default include cross-default of issuer/guarantor on indebtedness in excess of EUR100m. Source: Company data, HSBC

118

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Sanofi-Aventis Bond Coupon

Maturity

3.5%

Issuer

Guarantor

Out amt

Type

17 May 2013 Sanofi-Aventis

None

EUR1500m


3.125%

10 Oct 2014 Sanofi-Aventis

None

EUR1200m


4.5%

18 May 2016 Sanofi-Aventis

None

EUR1500m


4.125%

10 Oct 2019 Sanofi-Aventis

None

EUR800m


Call Non-callable except for taxation reasons. Negative pledge Yes, excludes bank debt. Relevant indebtedness covers any bond, note, debenture, or similar instrument listed/traded on any stock exchange or in any securities market and OTC market. Put None Covenants None Other Events of default include cross-default of issuer/principal subsidiaries on Indebtedness in excess of EUR100m. Principal subsidiary is defined as any subsidiary whose sales account for at least 15% of the net consolidated annual sales of the issuer. Source: Company data, HSBC

119

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Solvay Bond Coupon

Maturity

4.875%

Issuer

Guarantor

Out amt

Type

10 Jan 2014 Solvay SA

None

EUR500m


5%

12 Jun 2015 Solvay SA

None

EUR500m

Senior unsecured

4.625%

27 Jun 2018 Solvay SA

None

EUR500m


Call Non-callable except for taxation reasons. Negative pledge Yes, but excludes bank debt/acquisition debt. Put None Covenants None Other Events of default cover the cross-default of the issuer/material subsidiary on indebtedness in excess of EUR50m. Material subsidiary is defined as any subsidiary of the issuer whose net sales or net assets constitute at least 5% of the consolidated net sales or net assets of the issuer and its consolidated subsidiaries. Source: Company data, HSBC

120

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Syngenta Bond Coupon

Maturity

4.125%

4.125%

Issuer

Guarantor

Out amt

Type

21 Sep 2011 Syngenta Finance NV Syngenta AG

EUR500m


22 Apr 2015 Syngenta Lux Finance Syngenta AG

EUR500m


Call Non-callable except for taxation reasons. Negative pledge Yes, but excludes bank debt. Put Yes, if change of control leads to rating downgrade to non-investment grade. Covenants None Other Events of default include cross-default of guarantor on indebtedness in excess of USD50m. Source: Company data, HSBC

121

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Syngenta Bond Coupon

Maturity

Issuer

Guarantor

4%

30 Jun 2014 Syngenta Finance NV Syngenta AG

Out amt

Type

EUR500m

Senior unsecured under the company’s USD3bn EMTN programme

Call Non-callable except for taxation reasons. Negative pledge Yes, but excludes bank debt. Put Yes, if change of control leads to: (i) the withdrawal of the rating by any rating agency; or (ii) a rating downgrade to non-investment grade; or (iii) a rating downgrade when the ratings are already non-investment grade. Covenants None Other Events of default include cross-default of guarantor on indebtedness in excess of USD50m or, if higher, a sum equal to 0.5% of the consolidated total assets. Source: Company data, HSBC

122

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UCB Bond Coupon

Maturity

5.75% 5.75%

Issuer

Guarantor

Out amt

Type

27 Nov 2014 UCB SA

None

EUR750m

Senior unsecured (retail issue)

10 Dec 2016 UCB SA

None

EUR500m

Senior unsecured

Call Non-callable except for taxation reasons. Also 15% clean-up call at the put redemption amount if put option is exercised. Negative pledge Negative pledge covers the relevant indebtedness, defined as any bonds, notes, debentures, loan stock or other similar quoted/listed securities. Put Put at the put redemption amount on a change of control (any person other than the excepted persons – the reference shareholder of the group – obtaining control over >50% of the issuer’s voting rights) if the issuer is either not rated or its rating is downgraded within the change of control period. The put redemption amount reflects a maximum yield of 0.75 points above the yield of the bonds on the issue date up to the maturity date, in accordance with Belgian law. Covenants None Other Events of default include cross-default of issuer/material subsidiary on indebtedness exceeding EUR30m. Source: Company data, HSBC

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Urenco Bond Coupon

Maturity

Issuer

Guarantor

Out amt

Type

5.375%

22 May 2015 Urenco Finance NV

EUR500m Urenco Ltd, Urenco (Capenhurst) Ltd (renamed Urenco UK Ltd), Urenco Nederland BV, Urenco Deutschland GmbH


4%

05 May 2017 Urenco Finance NV

Urenco Ltd, Urenco UK EUR500m Ltd, Urenco Nederland BV, Urenco Deutschland GmbH


Call Non-callable except for taxation reasons. Negative pledge Yes, excludes bank debt. Relevant indebtedness covers any bond, note, debenture stock, or similar instrument listed/traded on any stock exchange or in any securities market and OTC market. Put Put at par if an amendment event or a change of control occurs, and within 90 days if a rating downgrade occurs. An amendment event is deemed to occur each time the Almelo Treaty or the shareholders’ agreement is agreed by all its respective parties to be amended or is terminated. A change of control is deemed to occur if the current shareholders (UK and Dutch governments, RWE and E.ON) together cease to own more than 50% of the share capital (or voting rights) of the issuer. Rating downgrade refers to a downgrade to non-investment grade if ratings are currently investment grade, a rating downgrade of at least one notch if ratings are currently non-investment grade already, or no credit rating assignment. Covenants None Other Events of default include cross-default of issuer/guarantors/guarantors’ principal subsidiaries (with PBT and/or turnover and/or assets over 10% of the group’s) on any indebtedness for borrowed money in excess of 4.5% of total equity. Source: Company data, HSBC

124


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Diversified Industrials & Business Services

125

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Adecco Bond Coupon

Maturity

Issuer

Guarantor

4.5%

25 Apr 2013 Adecco International Adecco SA Financial Services BV

Out amt

Type

EUR500m

Senior unsecured

Call Non-callable except for taxation reasons. Negative pledge Yes, but excludes bank debt. Put Put at par in case of change of control resulting in a downgrade to non-investment grade or a one-notch downgrade at least if the ratings are already non-investment grade Covenants None Other Events of default include cross-default of issuer/guarantor/subsidiaries (representing more than 10% of consolidated revenues) on indebtedness in excess of EUR20m. Source: Company data, HSBC

126

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Adecco Bond Coupon

Maturity

Issuer

Guarantor

28 Apr 2014 Adecco International Adecco SA 7.625% Step up Financial Services BV (See ‘Other’)

Out amt

Type

EUR500m

Senior unsecured

Call Non-callable except for taxation reasons. Negative pledge Yes, but excludes bank debt. Relevant indebtedness covers notes, bonds, debentures or other securities which, in connection with their initial distribution, are or are intended to be quoted, listed or traded on any stock exchange OTC or other securities market. Put Put at par in event of change of control (control of >50% of voting rights of the issuer) resulting in a downgrade to non-investment grade, a one-notch downgrade at least if the ratings are already non-investment grade, a withdrawal of ratings and (if no credit rating) no rating assignment by Fitch, Moody’s or S&P. Covenants None Other Events of default include cross-default of issuer/guarantor/subsidiaries on indebtedness in excess of EUR20m or equivalent to or greater than 2% of the consolidated shareholder equity of the guarantor. Coupon steps up by 125bp if rating is downgraded to non-investment grade by Moody’s or S&P, steps down if upgraded back to investment grade by both agencies. Source: Company data, HSBC

127

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Bouygues Bond Coupon

Maturity

4.625%

Issuer

Guarantor

Out amt

Type

25 Feb 2011 Bouygues SA

None

EUR750m

Senior unsecured

4.375%

29 Oct 2014 Bouygues SA

None

EUR1000m

Senior unsecured

4.25%

22 Jul 2020

None

EUR1000m

Senior unsecured

Bouygues SA

Call Non-callable except for taxation reasons. Negative pledge Yes. Relevant debt covers debt instruments (including convertibles) which are (capable of being) listed, quoted or traded on any stock exchange, or OTC or other securities market. Put None Covenants None Other Events of default include cross-default of issuer on relevant indebtedness (excludes bank debt) in excess of EUR15m. Source: Company data, HSBC

128

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Bouygues Bond Coupon

Maturity

4.5%

Issuer

Guarantor

Out amt

Type

24 May 2013 Bouygues SA

None

EUR1150m

Senior unsecured

6.125%

03 Jul 2015

Bouygues SA

None

EUR1000m

Senior unsecured

4.75%

24 May 2016 Bouygues SA

None

EUR600m

Senior unsecured

4%

12 Feb 2018 Bouygues SA

None

EUR500m

Senior unsecured

5.5%

06 Oct 2026 Bouygues SA

none

GBP400m

Senior unsecured

Call Non-callable except for taxation reasons. Negative pledge Yes. Relevant debt covers debt instruments (including convertibles) which are (capable of being) listed, quoted or traded on any stock exchange, or OTC or other securities market. Put Put at par on change of control (any person or persons acting in concert – other than a permitted holding company – owning or acquiring shares carrying >50% of the voting rights of the issuer), accompanied by a rating downgrade to non-investment grade, or a full-notch downgrade if ratings are already non-investment grade, or a withdrawal of the rating. Permitted holding companies are defined as entities whose share capital/voting rights are controlled by Martin Bouygues and/or Olivier Bouygues and their heirs, successors and/or beneficiaries. Covenants None Other Events of default include cross-default of issuer on relevant debt exceeding EUR15m. Source: Company data, HSBC

129

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Cargill Bond Coupon

Maturity

4.375%

Issuer

Guarantor

Out amt

Type

29 Apr 2013 Cargill Inc

None

EUR750m


4.5%

29 Sep 2014 Cargill Inc

None

EUR500m


4.875%

29 May 2017 Cargill Inc

None

EUR500m


5.375%

02 Mar 2037 Cargill Inc

None

GBP150m

Senior unsecured issued under the company’s USD3bn EMTN Programme

Call Non-callable except for taxation reasons. Negative pledge Yes, includes bank debt. Put None Covenants Restriction on secured debt (debt secured on principal property + all attributable debt in respect of sale and leaseback transactions, not to exceed 5% of consolidated net tangible assets). Other Events of default include cross-default of issuer/restricted subsidiary on indebtedness in excess of USD50m. Source: Company data, HSBC

130

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G4S Bond Coupon

Maturity

Issuer

13 May 2019 G4S plc 7.75% Step up (See ‘Other’)

Guarantor

Out amt

Type

None

GBP350m


Call Non-callable except for taxation reasons. Negative pledge Yes, excludes bank debt. Relevant indebtedness is defined as any present or future indebtedness of the issuer or guarantor in the form of notes, bonds or similar securities that are or intended to be traded on any stock exchange, OTC or other securities market, having an original maturity of over one year from date of issue. Put Put at par on a put restructuring event resulting in a rating downgrade to non-investment grade or withdrawn or a one-notch downgrade if the ratings are already junk. Restructuring event refers to a change of control whereby the relevant person is/are or become/s interested in excess of 50% of issued share capital of the issuer or holding company or carries more than 50% of voting rights. Covenants None Other Events of default include cross-default of issuer or any principal subsidiary on indebtedness in excess of GBP25m. Principal subsidiary is defined as any company with excess of 5% of consolidated EBIDTA or consolidated total assets of the group. Coupon steps up by 125bp in the event of a downgrade to non-investment grade, steps down following an upgrade back to investment grade. The step-up rating change may only occur once during the term of the notes. Source: Company data, HSBC

131

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Hutchison Whampoa Bond Coupon

Maturity

Issuer

Guarantor

6.75%

07 Dec 2015 Hutchison Ports (UK) Hutchison Whampoa Finance plc Limited

Out amt

Type

GBP325m

Senior unsecured

Call Yes at the higher of par or UKT 8% 2015 + standard tax call. Negative pledge See covenants for limit on secured borrowings. Put None Covenants Limitation on borrowings (secured borrowings of issuer/guarantor + all borrowings of subsidiaries not to exceed 50% of adj. capital and reserves) + restrictions on disposals of assets (value of assets disposed of not to exceed 30% of Group assets) + restriction on dividend payments + EBITDA/consolidated net interest expense should exceed 2x. Other Events of default include cross-default of issuer/guarantor/principal subsidiary (representing more than 20% of consolidated net profits or net assets) on indebtedness in excess of GBP15m. Source: Company data, HSBC

132

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Maturity

Issuer

Guarantor

5.875%

08 Jul 2013

Hutchison Whampoa Hutchison Whampoa Finance Ltd Limited

4.125%

28 Jun 2015 Hutchison Whampoa Hutchison Whampoa Finance Ltd Limited

Out amt

Type

EUR1000m

Senior unsecured

EUR603m

Senior unsecured

Call Non-callable except for taxation reasons. Negative pledge Yes, includes bank debt. Put None Covenants None Other Events of default include cross-default of issuer/guarantor/principal subsidiary (representing more than 5% of consolidated net profits or net assets) on indebtedness in excess of USD30m. Source: Company data, HSBC

133

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Maturity

Issuer

Guarantor

Out amt

4.75%

14 Nov 2016 Hutchison Whampoa Hutchison Whampoa Ltd EUR1750m Finance (09) Ltd


Call Non-callable except for taxation reasons. Negative pledge Negative pledge covers indebtedness for borrowed money (including bank debt). Put None Covenants Limitation on secured borrowings (secured indebtedness for borrowed money not to exceed 50% of the guarantor’s adjusted consolidated net worth). Other Events of default include cross-default of issuer/guarantor/principal subsidiary (representing more than 5% of consolidated net profits or net assets) on indebtedness in excess of USD30m. Source: Company data, HSBC

134

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Ifil Bond Coupon

Maturity

Issuer

5.375%

12 Jun 2017 Ifil Spa

Guarantor

Out amt

Type

None

EUR750m

Senior unsecured

Call Non-callable except for tax reasons. Negative pledge Yes, but excludes bank debt. Put Put at 101 in case of change of control. Covenants None Other Events of default include cross-default of issuer or consolidated subsidiary on indebtedness for borrowed money in excess of USD30m. Source: Company data, HSBC

135

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Investor Bond Coupon

Maturity

4.875%

5.5%

Issuer

Guarantor

Out amt

Type

18 Nov 2021 Investor AB

None

EUR500m


05 May 2037 Investor AB

None

GBP275m


Call Non-callable except for taxation reasons. Negative pledge Yes, but excludes bank debt. Put None Covenants None Other Events of default include cross-default of issuer on borrowed money in excess of USD50m. Source: Company data, HSBC

136

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Investor Bond Coupon

Maturity

Issuer

4%

14 Mar 2016 Investor AB

Guarantor

Out amt

Type

None

EUR500m


Call Callable at the higher of par or B+10bp. Negative pledge Yes, but excludes bank debt. Put None Covenants None Other Events of default include cross-default of issuer on borrowed money in excess of USD50m. Source: Company data, HSBC

137

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Maersk Bond Coupon

Maturity

Issuer

Guarantor

4.875%

30 Oct 2014 A.P. Møller - Mærsk A/S None

Out amt

Type

EUR750m

Senior unsecured

Call Non-callable except for taxation reasons. Also 20% clean-up call at par if put option is exercised. Negative pledge No negative pledge and no restriction on the amount of debt that the issuer or any other member of the group can incur. Any such debt may be secured and thus rank in priority to the bonds. Put Put at par upon occurrence of a put event (deemed to have occurred if shares in the issuer are transferred to an acquirer and such transfer results in an obligation for the acquirer to make a mandatory offer to all shareholders of the issuer in accordance with section 3 of the Danish Securities Trading Act). Covenants None Other Events of default include cross-default of issuer on indebtedness in excess of USD35m. Source: Company data, HSBC

138

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Motability Bond Coupon

Maturity

Issuer

Guarantor

Out amt

Type

5.25%

28 Sep 2016 Motability Operations Motability Operations Limited GBP500m Group plc (MOL), Motability Leasing Limited and Motability Hire Purchase Limited

6.625%

10 Dec 2019 Motability Operations Motability Operations Limited GBP450m As above Group plc (MOL), Motability Leasing Limited and Motability Hire Purchase Limited

5.375%

28 Jun 2022 Motability Operations Motability Operations Limited GBP400m As above Group plc (MOL), Motability Leasing Limited and Motability Hire Purchase Limited


Call At full spens: the issuer redeems the notes on giving not less than 30 and not more than 60 days’ notice; if MOL gives a service agreement termination notice (SATR), bondholders have an immediate put option at spens. At modified spens (the higher of 100% of the principal amount and 50% of the spens price described), if a SATR is given by Motability, with a notice period of seven years; in this case, bondholders have the option to put 30 days before termination if the maturity of the bonds is greater than seven years. If the notice period is three months, bondholders have the option to put after three months. Reference stocks – UKT 4% due September 2016, UKT 4.5% due March 2019 and UKT 4% due March 2022, respectively, for the three bonds above. Also callable for taxation reasons. Negative pledge Yes. The issuer shall ensure that no member of the group will grant security over its assets or sell, transfer or dispose of any of its receivables in a preferential manner (unless the principal amount of that indebtedness is 10% or less of total group assets). Put See ‘Call’ above. Covenants None Other Events of default include cross-default of issuer/guarantor on financial indebtedness in excess of GBP25m. Crossdefault also applies if any group member fails to perform or observe any of its obligations under the conditions or the trust deed for a period of 30 days. Source: Company data, HSBC

139

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Rentokil Bond Coupon

Maturity

4.625%

5.75%

Issuer

Guarantor

Out amt

Type

27 Mar 2014 Rentokil Initial plc

None

EUR500m


31 Mar 2016 Rentokil Initial plc

None

GBP300m


Call Non-callable except for taxation reasons. Negative pledge Yes, but excludes bank debt. Put Put at par in case of put event defined as change of control resulting in a rating downgrade to non-investment grade. Furthermore, a put event is triggered if there is a change of control and the bonds carry a non-investment grade rating or no rating at the time of the change of control. Covenants None Other Events of default include cross-default of issuer/principal subsidiaries (representing more than 10% of consolidated op. profits) on indebtedness in excess of GBP20m. Source: Company data, HSBC

140

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Rexam Bond Coupon

Maturity

Issuer

15 Mar 2013 Rexam plc 4.375% Step up (See ‘Other’)

Guarantor

Out amt

Type

None

EUR698m

Senior unsecured issued under the company’s GBP1bn Global MTN programme

Call Non-callable except for taxation reasons. Negative pledge Yes, but excludes bank debt. Put Yes, put at par in the event of change of control and subsequent downgrade to non-investment grade (if ratings are IG) or subsequent downgrade by one or two notches if the ratings are already non-investment grade. Covenants None Other Events of default include cross-default of issuer/principal subsidiaries (representing more than 15% of consolidated turnover/consolidated assets) on indebtedness in excess of GBP25m or if greater 3% of the consolidated net assets; the coupon steps up by 125bp if rating downgraded to non-investment grade by either S&P or Moody’s, steps down if upgraded back to investment grade. Source: Company data, HSBC

141

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Securitas Bond Coupon

Maturity

Issuer

6.5%

02 Apr 2013 Securitas AB

Guarantor

Out amt

Type

None

EUR500m


Call Non-callable except for taxation reasons. Negative pledge Yes, excludes bank debt. Relevant indebtedness covers any bond, note, debenture, or similar instrument that is, or is capable of being, listed, quoted or traded on any stock exchange or in any securities market and OTC market. Put Put at par on change of control (defined as acquiring more than 50% of share capital or voting rights) resulting in a rating downgrade to non-investment grade, withdrawn or if already non-investment grade, lowered by at least one full rating notch. Covenants None Other Events of default include cross-default of issuer/principal subsidiaries on indebtedness for borrowed money in excess of EUR25m. Source: Company data, HSBC

142

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TNT Bond Coupon

Maturity

Issuer

3.875%

01 Jun 2015 TNT NV

Guarantor

Out amt

Type

None

EUR400m

Senior unsecured

Call Non-callable except for taxation reasons. Negative pledge Yes, excludes bank debt. Relevant indebtedness covers any bond, note, debenture, or similar instrument that is, or is capable of being, listed, quoted or traded on any stock exchange or in any securities market and OTC market of the Issuer and its material subsidiaries. Put None Covenants None Other Events of default include cross-default of issuer/material subsidiary on indebtedness in excess of EUR25m. Source: Company data, HSBC

143

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TNT Bond Coupon

Maturity

Issuer

5.375%

14 Nov 2017 TNT NV

Guarantor

Out amt

Type

None

EUR650m

Senior unsecured

Call Non-callable except for taxation reasons. Negative pledge Yes, excludes bank debt. Relevant indebtedness covers any bond, note, debenture, or similar instrument that is, or is capable of being, listed, quoted or traded on any stock exchange or in any securities market and OTC market and which does not constitute limited-recourse Indebtedness. Put Put at par on a put restructuring event (defined as acquiring more than 50% of share capital or voting rights) resulting in a rating downgrade to non-investment grade or rating withdrawal or a one-notch downgrade if already non-investment grade. Covenants None Other Events of default include cross-default of issuer/material subsidiary on indebtedness in excess of EUR25m. Source: Company data, HSBC

144

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TNT Bond Coupon

Maturity

Issuer

14 Aug 2018 TNT NV 7.5% Step up (See ‘Other’)

Guarantor

Out amt

Type

None

GBP450m

Senior unsecured

Call Non-callable except for taxation reasons. Negative pledge Yes, excludes bank debt. Relevant indebtedness covers any bond, note, debenture, or similar instrument that is, or is capable of being, listed, quoted or traded on any stock exchange or in any securities market and OTC market of the Issuer and its material subsidiaries. Put Put at par on a put restructuring event (defined as acquiring more than 50% of share capital or voting rights of the Issuer) resulting in a rating downgrade to non-investment grade or withdrawn or a one-notch downgrade if already non-investment grade. Covenants None Other Events of default include cross-default of issuer/material subsidiary on indebtedness in excess of EUR25m. Material subsidiary is seen as any subsidiary that represents at least 10% of the consolidated turnover, tangible net worth or consolidated net profits before interest and tax of the issuer and its consolidated subsidiaries based upon the latest audited consolidated financial statements of the Issuer. During put event period, coupon steps up by 25bp for each full rating category below BBB+/Baa1; it steps up no further than 50bp. If done by two rating agencies, or not assigned a rating, or if one agency downgrades it to non-investment grade and another withdraws or does not assign a rating during the put event period, it steps up by 100bp. Steps down by 25bp if upgraded back to investment grade for every full rating change until the rate of interest equals the initial interest rate. The agencies refer to Moody’s and S&P. Source: Company data, HSBC

145

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Votorantim Bond Coupon

Maturity

Issuer

5.25%

28 Apr 2017 Voto-Votorantim Ltd

Guarantor

Out amt

Type

Votorantim Participacoes SA, Votorantim Cimentos Brasil SA, Companhia Brasileira de Aluminio

EUR750m

Senior unsecured

Call Callable at par for taxation reasons. Also callable at the option of the issuer (with not less than 30 nor more than 60 days’ notice) at make whole + 50bp. Negative pledge See covenants for limitations on liens. Put Put at 101 in case of change of control resulting in a rating decline (downgrade to non-investment grade by either agencies or downgrade by one notch or more if the ratings are already non-investment grade). Covenants Covenants relate to the creation of liens (subject to exceptions), provision of financial information and mergers, consolidation and certain sales of assets (all subject to important exceptions). Other Events of default include cross-default of issuer or guarantors on indebtedness exceeding USD50m. Source: Company data, HSBC

146

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Wendel Bond Coupon

Maturity

5% 4.875%

Issuer

Guarantor

Out amt

Type

16 Feb 2011 Wendel Investissement SA None

EUR396m

Senior unsecured

04 Nov 2014 Wendel Investissement SA None

EUR700m

Senior unsecured

Call Non-callable except for taxation reasons. Negative pledge Yes, but excludes bank debt. Put Yes, Put at higher of par and reference bond +25bp in case of put event defined as a change of control resulting in a rating downgrade to non-investment grade or at least a one-notch downgrade if the ratings are already junk. Covenants None Other Events of default include cross-default of issuer on relevant indebtedness (excludes bank debt) in excess of EUR20m. Source: Company data, HSBC

147

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Wendel Bond Coupon

Maturity

4.875%

Issuer

Guarantor

Out amt

Type

21 Sep 2015 Wendel Investissement SA None

EUR400m

Senior unsecured

4.875%

26 May 2016 Wendel Investissement SA None

EUR400m

Senior unsecured

4.375%

09 Aug 2017 Wendel Investissement SA None

EUR700m

Senior unsecured

Call Non-callable except for taxation reasons. Negative pledge Yes, but excludes bank debt. Put Yes, Put at higher of par and reference bond +25bp in case of put event defined as a change of control resulting in a rating downgrade to non-investment grade or at least a one-notch downgrade if the ratings are already junk. Covenants None Other Events of default include cross-default of issuer on indebtedness in excess of EUR80m. Source: Company data, HSBC

148


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Infrastructure

149

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Abertis Bond Coupon

Maturity

4.75%

Issuer

Guarantor

Out amt

Type

11 Feb 2014 Abertis Infraestructuras SA None

EUR450m

Senior unsecured

4.625%

14 Oct 2016 Abertis Infraestructuras SA None

EUR1000m

Senior unsecured

5.125%

12 Jun 2017 Abertis Infraestructuras SA None

EUR1000m

Senior unsecured

4.375%

30 Mar 2020 Abertis Infraestructuras SA None

EUR540m

Senior unsecured

Call Non-callable except for taxation reasons. Negative pledge Negative pledge covers the debt of the issuer subject to a carve out of 25% of total assets unless approved otherwise by the syndicate of noteholders. Put None Covenants None Other None Source: Company data, HSBC

150

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Abertis Bond Coupon

Maturity

Issuer

4.875%

27 Oct 2021 HIT Finance BV

Guarantor

Out amt

Type

HIT SAS

EUR1500m

Senior unsecured

Call Non-callable except for taxation reasons. Negative pledge Negative pledge covers the relevant indebtedness of the issuer, the guarantor and material subsidiaries. Relevant Indebtedness is defined as public debt excluding limited recourse borrowings. Material subsidiary means SANEF and any other subsidiary accounting for 10% of the guarantor’s gross revenues and assets. The definition excludes permitted security interests, which include security interests existing on 27 October 2006 as well as project finance. Put Put at par plus accrued interests if: (i) There is a change of control resulting in a downgrade of the notes to non investment grade or a one-notch downgrade if the notes already carry a non-IG rating over the period starting on the change of control date and ending 120 days thereafter. A change of control is defined as: (a) Abertis Infraestructuras SA holding less than 40% of the shares or voting rights in HIT SAS; or (b) a change in the share or voting rights ownership that would cause any person or group of persons’ interest in HIT to be higher than Abertis; or (ii) the concession held by Sanef or any future concession subsidiary is terminated, revoked or suspended; or (iii) HIT reduces its direct or indirect shareholding in Sanef to below 95%. Covenants None Other Event of default covers the debt of the issuer, guarantor and material subsidiaries subject to a carve out of EUR25m. Material change in business. Source: Company data, HSBC

151

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ADP Bond Coupon

Maturity

Issuer

Guarantor

6.375%

24 Jan 2014 Aeroports de Paris SA – ADP None

Out amt

Type

EUR500m

Senior unsecured

Call Non-callable except for taxation reasons. Negative pledge Yes, but excludes bank debt. Put Put at par on Put event defined as a change of control (50% or more issued capital or voting rights of issuer or 40% of voting rights with others having a minority stake <40%) resulting in a rating downgrade to non-investment grade or a full rating notch downgrade if the ratings are already non-investment grade. Covenants None Other Events of default include cross-default of issuer on indebtedness exceeding EUR100m. Source: Company data, HSBC

152

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Atlantia Bond Coupon

Maturity

Issuer

5.625%

06 May 2016 Atlantia SpA

Guarantor

Out amt

Type

Autostrade per l’Italia SpA

EUR1500m


Call Non-callable except for taxation reasons. Negative pledge Yes, it covers the relevant indebtedness of the issuer, guarantor and its material subsidiaries. Relevant indebtedness is defined as in the form of, or represented by, bonds, notes, debentures, or other securities, present or future, quoted, listed ordinarily dealt in on any stock exchange or any other securities market or OTC. Put Put at par if: (a) the Autostrade Italia Concession or the Single Concession Contract is terminated or revoked in accordance with its terms or for public interest reasons; or (b) a ministerial decree has been enacted granting to another person the Autostrade Italia Concession; or (c) it becomes unlawful for Autostrade Italia to perform any of the material terms of the Autostrade Italia Concession; or (d) the Autostrade Italia Concession is declared by the competent authority to cease before the maturity date; or (e) the Autostrade Italia Concession ceases to be held by Autostrade Italia or any successor resulting from a permitted reorganisation; or (f ) the Autostrade Italia Concession is amended in a way which has a material adverse effect. Covenants None Other Events of default include cross-default of issuer/material subsidiary on indebtedness in excess of EUR50m. Material subsidiary is defined as any member of the group which accounts for more than 10% of the consolidated assets or consolidated revenues of the group. Source: Company data, HSBC

153

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Atlantia Bond Coupon

Maturity

Issuer

Guarantor

Out amt

Type

5%

09 Jun 2014 Atlantia SpA

Autostrade per l’Italia SpA EUR2750m

Senior unsecured

6.25%


Autostrade per l’Italia SpA GBP500m

Senior unsecured

5.875%


Autostrade per l’Italia SpA EUR1000m

Senior unsecured

Call Non-callable except for taxation reasons. Negative pledge Negative pledge covers relevant debt of the issuer, the guarantor and their material subsidiaries, subject to a carveout representing 10% of the total net equity of Autostrade. Relevant debt is defined as debt represented by bonds, notes, debentures or securities quoted, listed on any securities market including OTC. Material subsidiaries are defined as members of the group accounting for more than 10% of consolidated assets or consolidated revenues. The definition excludes permitted encumbrances, mainly project finance indebtedness. Put Put at par plus accrued interest upon occurrence of a put event defined as: (i) the 1997 Autostrade Italia Concession agreement being terminated or revoked; or (ii) a ministerial decree granting the concession to another person; or (iii) the competent authority declaring that the concession ceases prior to the bond maturity date; or (iv) the concession ceasing to be held by Autostrade Italia or any successor resulting from a permitted reorganisation; or (v) the concession being amended in a way that has a material adverse effect (as defined in the event of default section). Covenants None Other Events of default cover the obligations of the issuer, guarantor and material subsidiaries subject to a EUR50m carveout. Nationalisation of a material part of the issuer or the guarantor’s assets with a material adverse effect is also an event of default – as is Autostrade Italia ceasing to be controlled by Autostrade or any successor resulting from a permitted reorganisation. Material subsidiaries are defined as members of the group accounting for more than 10% of consolidated assets or consolidated revenues. Source: Company data, HSBC

154

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Autoroutes Paris Rhin Rhone (APRR) Bond Coupon

Maturity

Issuer

Guarantor

12 Jan 2015 Societe des None 7.5% Step up Autoroutes Paris Rhin (See ‘Other’) Rhone – APRR

Out amt

Type

EUR700m


Call Non-callable except for taxation reasons Negative pledge Yes, excludes bank debt. Relevant Indebtedness covers any bond, note, debenture, or similar instrument that is, or is capable of being, listed, quoted or traded on any stock exchange or in any securities market and OTC market and which does not constitute limited-recourse indebtedness. Put Put at par on a put restructuring event (defined as acquiring more than 50% of share capital or voting rights) resulting in a rating downgrade to non-investment grade or rating withdrawal or a one-notch downgrade if already non-investment grade. Covenants None Other Events of default cover the default of the issuer and/or of Societe des Autoroutes Rhones Alpes for indebtedness in excess of EUR35m. Coupon steps up by 125bp if rating is downgraded to non-investment grade by Moody’s or S&P or withdrawn by both, steps down if upgraded back to investment grade by both agencies. Source: Company data, HSBC

155

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BAA Bond – Special coupon provisions apply (see ‘Other’) Coupon

Maturity

3.975% 4.6%

Issuer

Guarantor

Out amt

Type

15 Feb 2012 BAA Funding Limited BAA Airports Limited

EUR1000m

Class A

15 Feb 2018 BAA Funding Limited BAA Airports Limited

EUR750m

Class A

Call Non-callable except for taxation reasons. Negative pledge Negative pledge covers the relevant indebtedness of the issuer and its principal subsidiaries. Relevant indebtedness is defined as indebtedness for borrowed money evidenced by bonds, notes, loan stock or other securities with an original maturity of less than 20 years, publicly offered and placed, and quoted listed on any stock exchange or OTC. The definition excludes secured loans evidenced by certificates in registered form denominated in sterling and distributed primarily to investors in the UK. A principal subsidiary is defined as a subsidiary accounting for 10% of consolidated tangible net worth. Put Put at par plus accrued interest if the bonds (or, if the bonds are unrated, any rated unsecured debt of the issuer with a five-year initial maturity) are downgraded by Moody’s or S&P to below investment grade as a result of a restructuring event. A restructuring event is defined as a change of control (any person or persons becoming interested in more than 50% of BAA’s shares or voting rights) when within the restructuring period (90 days) there is a rating downgrade to below investment grade by either S&P or Moody’s, and an independent financial advisor certifies that such a restructuring event is materially prejudicial to the interests of bondholders. Covenants The disposal of a guaranteeing subsidiary is subject to compliance with either of the financial covenants defined in the 2031 bond documentation. Other The maturity date above is formally known as the scheduled redemption date. If the bond is not redeemed on the scheduled redemption date, it remains outstanding until its legal maturity date, which is two years later than the scheduled redemption date. During this two-year period, the coupon will be based on a floating rate plus 4% per annum. Event of default covers the debt of the issuer, principal subsidiaries and guaranteeing subsidiaries subject to a GBP50m carve-out. A principal subsidiary is defined as a subsidiary accounting for 10% of consolidated tangible net worth or turnover. It is an event of default if the issuer, any principal subsidiary or any guaranteeing subsidiary ceases or threatens to cease to carry on all or substantially all of its business. Source: Company data, HSBC

156

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Maturity

Issuer

Guarantor

5.85%

27 Nov 2013 BAA Funding Limited BAA Airports Limited

Out amt

Type

GBP400m

Class A

Call Spens Call ref UKT 5% 2014. Negative pledge Negative pledge covers the relevant indebtedness of the issuer and its principal subsidiaries. Relevant Indebtedness is defined as indebtedness for borrowed money evidenced by bonds, notes, loan stock or other securities with an original maturity of less than 20 years, publicly offered and placed and quoted listed on any stock exchange or OTC. The definition excludes secured loans evidenced by certificates in registered form denominated in sterling and distributed primarily to investors in the UK. A principal subsidiary is defined as a subsidiary accounting for 10% of consolidated tangible net worth. Put Put at par plus accrued interest if, as a result of restructuring event, the bonds or any unsecured debt of the issuer with a five-year initial maturity are downgraded by Moody’s or S&P to below investment grade. A restructuring event is defined as operating airports ceasing to be the major part of the business of BAA and its subsidiaries. Covenants The disposal of guaranteeing subsidiaries is subject to compliance with either financial covenants defined in the 2031 bond documentation. Other The maturity date above is formally known as the scheduled redemption date. If the bond is not redeemed on the scheduled redemption date, it remains outstanding until its legal maturity date, which is two years later than the scheduled redemption date. During this two-year period, the coupon will be based on a floating rate plus 4% per annum. Event of default covers the debt of the issuer, principal subsidiaries and guaranteeing subsidiaries subject to a GBP50m carve-out. A principal subsidiary is defined as a subsidiary accounting for 10% of consolidated tangible net worth or turnover. It is an event of default if the issuer, any principal subsidiary or any guaranteeing subsidiary ceases or threatens to cease to carry on all or substantially all of its business. Source: Company data, HSBC

157

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Maturity

4.6%

Issuer

Guarantor

Out amt

Type

30 Sep 2014 BAA Funding Limited BAA Airports Limited

EUR750m

Class A

12.45%

31 Mar 2016 BAA Funding Limited BAA Airports Limited

GBP300m

Class A

6.25%

10 Sep 2018 BAA Funding Ltd

GBP400m

Class B

9.2%

29 Mar 2021 BAA Funding Limited None

GBP250m Class A

5.225%

15 Feb 2023 BAA Funding Limited None

GBP750m

Security group

Class A

Call Tax call. Also spens call for certain bonds with reference gilt; UKT 12% 2017 (for 2016 bonds); UKT 8.75% 2017 (for 2021 bonds); UKT 5% 2025 (for 2023 bonds); Negative pledge The class A bonds rank pari passu among each other in terms of interest and principal payments, and rank in priority to the class B bonds. Further incurrence of indebtedness is possible if the senior RAR(ratio of senior indebtedness to regulated asset base) is less than 0.725 and the junior RAR must be less than 0.90. In addition, there are provisions which restrict the amount of indebtedness which can fall due: (a) within any 24-month period to 30% of total RAB (regulated asset base); and (b) within any five-year period to 50% of total RAB. Put Not applicable Covenants Trigger events include: (1) breach of the following financial ratios: the senior RAR at any relevant date is more than 0.70 prior to 1 April 2018, or 0.725 thereafter; the Junior RAR at any relevant date is more than 0.85; the senior ICR for each relevant period is less than 1.4; and the junior ICR for each relevant period is less than 1.2; (2) a credit rating downgrade of the class A bonds below BBB+ and a credit rating downgrade of the class B bonds below BBB-; (3) forecast capital expenditure over the 12-month period following a calculation date exceeds the aggregate of undrawn capex facilities, cash and projected excess cash flow before capex over such 12-month period; (4) the amount available under the issuer’s liquidity facilities/any cash liquidity reserve is less than the estimated interest and equivalent finance charges for: (a) the 12-month period following a calculation date in respect of issuer senior debt; and (b) the six-month period following a calculation date in respect of issuer junior debt; (5) any compliance, legislation, or licence issues related to the regulator that could have material adverse effect. Other The maturity dates above marked with * are formally known as the scheduled redemption dates. If the bonds have not been redeemed on the scheduled redemption date, they remain outstanding until their legal maturity date, which is two years later than the scheduled redemption date. During this two-year period, the coupon will be 12-month LIBOR plus 4% per annum (for the 2026 bond) and 6-month LIBOR plus 4% per annum (for the 2039 bond). Source: Company data, HSBC

158

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Maturity

Issuer

6.75%

03 Dec 2026* BAA Funding Ltd

7.075%

04 Aug 2028 BAA Funding Limited None

GBP200m Class A

6.45%

10 Dec 2031 BAA Funding Limited None

GBP900m Class A

3.334% + RPI 09 Dec 2039* BAA Funding Ltd

Guarantor

Out amt

Type

Security group

GBP700m

Class A (sub-class A-10)

Security group

GBP235m

Class A (SUB-class A-11)

Call Tax call. Also spens call with reference gilt UKT 5% 2025 (for 2026 bonds); UKT 6% 2028 (for 2028 bonds); UKT 4.25% 2032 (for 2031 bonds); UKT 1.125% 2037 (for 2039 bonds) Negative pledge The class A bonds rank pari passu among each other in terms of interest and principal payments, and rank in priority to the class B bonds. Further incurrence of indebtedness is possible if the senior RAR (ratio of senior indebtedness to regulated asset base) is less than 0.725 and the junior RAR must be less than 0.90. In addition, there are provisions which restrict the amount of indebtedness which can fall due: (a) within any 24-month period to 30% of total RAB (regulated asset base); and (b) within any five-year period to 50% of total RAB. Put Not applicable Covenants Trigger events include: (1) breach of the following financial ratios: the senior RAR at any relevant date is more than 0.70 prior to 1 April 2018, or 0.725 thereafter; the Junior RAR at any relevant date is more than 0.85; the senior ICR for each relevant period is less than 1.4; and the junior ICR for each relevant period is less than 1.2; (2) a credit rating downgrade of the class A bonds below BBB+ and a credit rating downgrade of the class B bonds below BBB-; (3) forecast capital expenditure over the 12-month period following a calculation date exceeds the aggregate of undrawn capex facilities, cash and projected excess cash flow before capex over such 12-month period; (4) the amount available under the issuer’s liquidity facilities/any cash liquidity reserve is less than the estimated interest and equivalent finance charges for: (a) the 12-month period following a calculation date in respect of issuer senior debt; and (b) the six-month period following a calculation date in respect of issuer junior debt; (5) any compliance, legislation, or licence issues related to the regulator that could have material adverse effect. Other The maturity dates above marked with * are formally known as the scheduled redemption dates. If the bonds have not been redeemed on the scheduled redemption date, they remain outstanding until their legal maturity date, which is two years later than the scheduled redemption date. During this two-year period, the coupon will be 12-month LIBOR plus 4% per annum (for the 2026 bond) and 6-month LIBOR plus 4% per annum (for the 2039 bond). Source: Company data, HSBC

159

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Brisa Bond Coupon

Maturity

Issuer

Guarantor

4.5%

05 Dec 2016 Brisa – Auto Estradas None de Portugal SA

Out amt

Type

EUR600m

Senior unsecured

Call Non-callable except for taxation reasons. Negative pledge Negative pledge covers the relevant indebtedness of the issuer and principal subsidiaries. It also limits the amount of assets owned by the Issuer, the concession holder and principal subsidiaries that can be secured by indebtedness to 20% of consolidated total assets by reference to the most recent published financial statements. Relevant indebtedness is defined as public debt. Indebtedness covers all borrowed money as well as leases. Principal subsidiaries are subsidiaries whose gross assets or revenues account for more than 20% of consolidated gross assets or revenues, respectively. Put Put at par plus accrued interests if: (i) the concession is revoked and as a result, the ratings on the notes or other rated securities are withdrawn or downgraded to non-IG by Moody’s or S&P; or (ii) a change of control happens and, as a result, the ratings on the notes or other rated securities are withdrawn or downgraded to non-IG by Moody’s or S&P during the change of control period. A change of control is defined as the direct or indirect acquisition by a person/group of persons of more than 50% of shares or voting rights or the control over the majority of the board. The change of control period starts with the earlier of: (a) the potential change of control announcement; or (b) the change of control, and ends 120 days after the date in (a) and (b) as the case may be. Covenants None Other Event of default covers the debt of the issuer, concession holder and principal subsidiaries subject to a carve-out of EUR25m. Source: Company data, HSBC

160

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Brisa Bond Coupon

Maturity

Issuer

4.797%

26 Sep 2013 Brisa Finance BV

Guarantor

Out amt

Type

Keep well agreement

EUR500m

Senior unsecured

Call Non-callable except for taxation reasons. Negative pledge Negative pledge covers the relevant indebtedness of the issuer and principal subsidiaries. It also limits the amount of assets owned by the issuer, the concession holder and principal subsidiaries that can be secured by indebtedness to 20% of consolidated total assets by reference to the most recent published financial statements. Relevant indebtedness is defined as public debt. Indebtedness covers all borrowed money as well as leases. Principal subsidiaries are subsidiaries whose gross assets or revenues account for more than 20% of consolidated gross assets or revenues, respectively. Put Put at par plus accrued interests if: (i) the concession is revoked and, as a result, the ratings on the notes or other rated securities are withdrawn or downgraded to non-IG by Moody’s or S&P; or (ii) it becomes unlawful for Brisa BV, Brisa or the concession holder to comply with the provisions of the keepwell agreement. Covenants None Other Event of default covers the debt of the issuer, concession holder and principal subsidiaries subject to a carve-out of EUR25m. Source: Company data, HSBC

161

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Dublin Airport Authority Bond Coupon

Maturity

09 Jul 2018 6.5872% Step up (See ‘Other’

Issuer

Guarantor

Out amt

DAA Finance plc Dublin Airport Authority plc EUR600m


Call Non-callable except for taxation reasons Negative pledge Yes, covers relevant indebtedness of the issuer, guarantor and principal subsidiaries and excludes non-recourse debt. Relevant indebtedness is defined as notes, bonds or other securities which are or which are capable of being, quoted, listed or dealt in for the time being on any stock exchange or other similar generally recognised market for securities. Principal subsidiaries are defined as subsidiaries of the guarantor whose gross assets or revenues account for more than 12.5% of consolidated gross assets or revenues, respectively. Put Put at par on a put restructuring event resulting in a rating downgrade to non-investment grade or a rating withdrawal or a one-notch downgrade if the ratings are already junk during the 90-day restructuring period. Restructuring event is defined as a change of control event where the government of Ireland ceases, directly or indirectly to own more than 50% of shares or voting rights. Covenants None Other Events of default include cross-default of issuer, guarantor or principal subsidiary on indebtedness in excess of EUR50m.Coupon steps up by 125bp in the event of a rating downgrade to below Baa3 by Moody’s or to below BBB- by S&P. Coupon steps down by 125bp in the event of a subsequent rating upgrade by both agencies to at least Baa3/BBB-. Source: Company data, HSBC

162

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Fraport Bond Coupon

Maturity

Issuer

Guarantor

5.25%

10 Sep 2019 Fraport AG – Frankfurt None Airport Services Worldwide

Out amt

Type

EUR800m

Senior unsecured

Call Non-callable except for taxation reasons. Negative pledge Negative pledge covers any capital market indebtedness. Put None Covenants None Other No cross-default provision. Source: Company data, HSBC

163

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Vinci Bond Coupon

Maturity

Issuer

5.875%

09 Oct 2016 Cofiroute

Guarantor

Out amt

Type

None

EUR500m

Senior unsecured

Call None Negative pledge Yes, but excludes bank debt and limited-recourse borrowings. Put None Covenants None Other None Source: Company data, HSBC

164

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Vinci Bond Coupon

Maturity

Issuer

5.25%

30 Apr 2018 Cofiroute

Guarantor

Out amt

Type

None

EUR600m

Senior unsecured

Call Non-callable except for taxation reasons. Negative pledge Yes, but excludes bank debt and limited-recourse borrowings. Put None Covenants None Other Events of default include cross-default of issuer on indebtedness (excluding limited-recourse borrowings) in excess of EUR50m. Source: Company data, HSBC

165

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Vinci Bond Coupon

Maturity

Issuer

5%

24 May 2021 Cofiroute

Guarantor

Out amt

Type

None

EUR1100m

Senior unsecured

Call Non-callable except for taxation reasons. Negative pledge Yes, but excludes bank debt and limited-recourse borrowings. Put Put at par in case of put event defined as a change of control resulting in a rating downgrade to non-investment grade or a full rating notch downgrade if the ratings are already junk. CoC does not apply if there is a change of control at the Vinci level. Covenants None Other Events of default include cross-default of issuer on indebtedness (excluding limited-recourse borrowings) in excess of EUR50m. Source: Company data, HSBC

166

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Vinci Bond Coupon

Maturity

Issuer

Guarantor

5.625%

04 Jul 2022

Autoroutes du Sud de None la France – ASF

Out amt

Type

EUR1575m


Call Non-callable except for taxation reasons. Negative pledge Yes, but excludes bank debt and limited-recourse borrowings. Put Put at par on put event defined as a change of control resulting in a rating downgrade to non-investment grade or a full rating notch downgrade if the ratings are already non-investment grade. Covenants None Other Events of default include cross-default of issuer on indebtedness for borrowed money in excess of EUR60m. Source: Company data, HSBC

167

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Vinci Bond Coupon

Maturity

Issuer

7.375%

20 Mar 2019 Autoroutes du Sud de la France – ASF

Guarantor

Out amt

Type

None

EUR970m

Senior unsecured

Call Non-callable except for taxation reasons. Negative pledge Yes, but excludes bank debt and limited recourse debt. Relevant indebtedness defined for borrowed money, represented by bonds or notes, which are capable of being traded on any stock exchange or OTC market, and which does not constitute limited recourse borrowings. Put None Covenants None Other Events of default include cross-default of issuer on indebtedness for borrowed money in excess of EUR60m. Source: Company data, HSBC

168

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Vinci Bond Coupon

Maturity

Issuer

Guarantor

4.125%

13 Apr 2020 Autoroutes du Sud de None la France – ASF

Out amt

Type

EUR500m


Call Non-callable except for taxation reasons. Negative pledge Negative pledge covers relevant indebtedness defined as bonds or notes which are quoted, admitted to trading or ordinarily traded in on any stock exchange, OTC market or other securities market and which does not constitute limited-recourse borrowings. Put Put at par in case of change of control (acquisition of more than 50% of shares or voting rights, does not apply to any relevant persons that are under the control of Vinci SA) resulting in a rating downgrade to non-investment grade or in a one-notch downgrade if the ratings are already non-investment grade. Covenants None Other Events of default include cross-default of issuer on indebtedness for borrowed money in excess of EUR60m. Source: Company data, HSBC

169


170

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abc

Metals & Mining

171

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Anglo American Bond Coupon

Maturity

Issuer

5.125%

15 Dec 2010 Anglo American Capital

Guarantor

Out amt

Type

Anglo American plc

GBP300m


Call Non-callable except for taxation reasons. Negative pledge Yes, but excludes bank debt. Put None Covenants None Other Events of default include cross-default of issuer/guarantor/material subsidiaries (representing more than 10% of consolidated revenues or total assets) on indebtedness in excess of USD75m. Source: Company data, HSBC

172

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Maturity

5.875%

6.875%

Issuer

Guarantor

Out amt

Type

17 Apr 2015 Anglo American Capital plc

Anglo American plc

EUR1000m


01 May 2018 Anglo American Capital plc

Anglo American plc

GBP400m


Call Non-callable except for taxation reasons. Negative pledge Yes, but excludes bank debt. Put None Covenants None Other Events of default include cross-default of issuer/guarantor on indebtedness in excess of USD100m. Source: Company data, HSBC

173

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Maturity

4.25%

4.375%

Issuer

Guarantor

Out amt

Type

30 Sep 2013 Anglo American Capital plc

Anglo American plc

EUR750m


02 Dec 2016 Anglo American Capital plc

Anglo American plc

EUR750m


Call Non-callable except for taxation reasons. Negative pledge Yes, but excludes bank debt. Put Put at par on change of control resulting in a rating downgrade to non-investment grade (within the change of control period) or by one or more notches if the ratings are already non-investment grade. A change of control shall be deemed to have occurred if an offer is made to all shareholders of the guarantor to acquire all or a majority of the issued ordinary share capital of the guarantor or if any person proposes a scheme with regard to such acquisition (other than an exempt newco scheme) and the right to cast more than 50% of the votes has or will become unconditionally vested in any person. Covenants None Other Events of default include cross-default of issuer or guarantor on indebtedness in excess of USD100m. Source: Company data, HSBC

174

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ArcelorMittal Bond Coupon

Maturity

Issuer

Guarantor

Out amt

Type

03 Jun 2013 ArcelorMittal 8.25% Step up (See ‘Other’)

None

EUR1500m

Senior unsecured

9.375% 03 Jun 2016 ArcelorMittal Step up (See ‘Other’)

None

EUR1000m

Senior unsecured

Call Tax call, or callable at par on 3 June 2013 (for 2013 bonds)/3 June 2016 (for 2016 bonds) or at any time following a change of control event (at 101). Negative pledge Yes, but excludes bank debt. Relevant indebtedness covers bonds, notes or other debt instruments of the issuer or any material subsidiary quoted or listed in on any stock exchange or any other regulated securities market. Put Yes, put at par with accrued interest if a restructuring event occurs. Restructuring event is triggered if the issuer’s credit rating is downgraded (within 60 days) following a merger, consolidation, amalgamation or reorganisation or if the credit rating of its material subsidiary is downgraded (within 60 days) following its winding up. Material subsidiaries are defined as those whose gross assets or pre-tax profits (excluding intra-group items) equal or exceed 5% of the gross assets or pre-tax profits of the Group. Covenants None Other Events of default include cross-default of issuer/material subsidiary on indebtedness in excess of EUR100m; coupon steps up by 125bp if rating is downgraded to non-investment grade by at least one agency, steps down if upgraded back to investment grade by all agencies. The agencies include Fitch, S&P and Moody’s. Source: Company data, HSBC

175

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ArcelorMittal Bond Coupon

Maturity

Issuer

4.625%

07 Nov 2014 Arcelor Finance

Guarantor

Out amt

Type

None

EUR500m

Senior unsecured

Call Non-callable except for taxation reasons. Negative pledge Yes, but excludes bank debt. Put Put at par in case of restructuring event. A restructuring event is triggered if the issuer or Arcelor’s credit rating is downgraded following a merger, consolidation, amalgamation or reorganisation or the winding-up of a material subsidiary. Covenants None Other Events of default include cross-default of issuer/Arcelor/material subsidiary (representing more than 2% of group assets or turnover) on indebtedness in excess of EUR50m. Source: Company data, HSBC

176

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BHP Billiton Bond Coupon

Maturity

4.125%

Issuer

Guarantor

Out amt

Type

05 May 2011 BHP Billiton Finance Ltd BHP Billiton Ltd

EUR650m


4.75%

04 Apr 2012 BHP Billiton Finance Ltd BHP Billiton Ltd

EUR1250m

Senior unsecured

4.375%

26 Feb 2014 BHP Billiton Finance Ltd BHP Billiton Ltd

EUR600m


6.375%

04 Apr 2016 BHP Billiton Finance Ltd BHP Billiton Ltd

EUR1000m

Senior unsecured

Call Non-callable except for taxation reasons. Negative pledge Yes, but excludes bank debt. Put None Covenants None Other Events of default include cross-default of any obligor on indebtedness in excess of USD100m. Source: Company data, HSBC

177

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Glencore Bond Coupon

Maturity

Issuer

Guarantor

Out amt

Type

23 Apr 2015 Glencore Finance 7.125% (Europe) SA Step up (See ‘Other’)

Glencore International AG, Glencore AG

EUR750m

Senior unsecured issued under the company’s USD7.5bn EMTN programme

5.25% 22 Mar 2017 Glencore Finance Step up (Europe) SA (See ‘Other’)


EUR1250m


Call Non-callable except for taxation reasons. Negative pledge Yes, but excludes permitted securitisation transactions. Put None Covenants None Other Events of default include cross-default of issuer, guarantors or material subsidiary (representing more than 10% of consolidated profit before borrowing costs and tax, or more than 10% of consolidated assets) on financial indebtedness (excluding limited-recourse indebtedness) in excess of USD50m. Xstrata, Century Aluminium and Minara Resources are not deemed to be material subsidiaries. The coupon steps up by 125bp if the credit ratings are no longer investment grade with at least two rating agencies (bonds currently only rated by Moody’s and S&P). The coupon steps down by 125bp if at least two investment grade credit ratings are reinstated. Source: Company data, HSBC

178

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Glencore Bond Coupon

Maturity

5.375%

Issuer

Guarantor

Out amt

Type

30 Sep 2011 Glencore Finance (Europe) SA


EUR600m


5.25%

11 Oct 2013 Glencore Finance (Europe) SA


EUR850m


6.5%

27 Feb 2019 Glencore Finance (Europe) SA


GBP650m


Call Non-callable except for taxation reasons. Negative pledge Yes, but excludes bank debt. Put None Covenants None Other Events of default include cross-default of issuer/guarantors/material subsidiary (representing more than 10% of consolidated profit before borrowing costs and tax or consolidated assets) on financial indebtedness (excludes limited-recourse debt) in excess of USD50m. Source: Company data, HSBC

179

abc


ThyssenKrupp Bond Coupon

Maturity

5%

4.375%

Issuer

Guarantor

Out amt

Type

29 Mar 2011 ThyssenKrupp AG

None

EUR750m


18 Mar 2015 ThyssenKrupp AG

None

EUR750m


Call Non-callable except for taxation reasons. Negative pledge Yes, but excludes bank debt. Put None Covenants None Other Events of default include cross-default of issuer/material subsidiary on indebtedness in excess of EUR50m. Source: Company data, HSBC

180

abc



Maturity

6.75%

8.5%

Issuer

Guarantor

Out amt

Type

25 Feb 2013 ThyssenKrupp ThyssenKrupp AG Finance Nederland BV

EUR1000m


25 Feb 2016 ThyssenKrupp ThyssenKrupp AG Finance Nederland BV

EUR1000m


Call Non-callable except for taxation reasons. Negative pledge Yes, but excludes bank debt. Put Put at par on a put restructuring event (defined as acquiring more than 50% of share capital or voting rights) resulting in a rating downgrade to non-investment grade or a rating withdrawal or a one-notch downgrade if already non-investment grade. Covenants None Other Events of default cover the cross-default of the issuer/guarantor/material subsidiary on indebtedness in excess of EUR50m. Material subsidiary is defined as any company in which ThyssenKrupp has an interest, directly or indirectly, amounting to more than 50% and sales of at least EUR1bn. Source: Company data, HSBC

181

abc



Maturity

Issuer

18 Jun 2014 ThyssenKrupp AG 8% Step up (See ‘Other’)

Guarantor

Out amt

Type

None

EUR1000m


Call Non-callable except for taxation reasons. Negative pledge Yes, but excludes bank debt. Put Put at par on a put restructuring event (defined as acquiring more than 50% of share capital or voting rights) resulting in a rating downgrade to non-investment grade or withdrawn or a one-notch downgrade if already non-investment grade. Covenants None Other Events of default cover the cross-default of the issuer/material subsidiary on indebtedness in excess of EUR50m. Material subsidiary is defined as any company that ThyssenKrupp has an interest, directly or indirectly, amounting to more than 50% and sales of at least EUR1bn. Coupon steps up by 125bp if ratings are downgraded to noninvestment grade by at least two of the rating agencies (Moody’s, S&P or Fitch); steps down if upgraded back to investment grade by all three agencies. Source: Company data, HSBC

182

abc


Vale Bond Coupon

Maturity

Issuer

4.375%

24 Mar 2018 Vale SA

Guarantor

Out amt

Type

None

EUR750m

Senior unsecured

Call Callable at par for taxation reasons. Also callable at the option of the issuer (on at least 30 days’ but not more than 60 days’ notice) at make whole + 25bp. Negative pledge Yes (limitation on liens), except for permitted liens. Put None Covenants The documentation includes covenants limiting the ability of the issuer to transfer assets or merge with other entities. Other Events of default include cross-default of issuer/significant subsidiary (>10% of total assets) on indebtedness in excess of USD50m. The documentation includes defeasance language. Source: Company data, HSBC

183

abc


Xstrata Bond Coupon

Maturity

Issuer

Guarantor

Out amt

Type

4.875%

14 Jun 2012 Xstrata Finance Canada Ltd

Xstrata plc, Xstrata AG, EUR500m Xstrata Finance Ltd


5.25%

13 Jun 2017 Xstrata Finance Canada Ltd



Call Non-callable except for taxation reasons. Negative pledge Yes, but excludes bank debt. Put None Covenants None Other Events of default include cross-default of issuer/guarantor/material subsidiary on indebtedness for borrowed money in excess of USD50m. Source: Company data, HSBC

184

abc


Xstrata Bond Coupon

Maturity

Issuer

Guarantor

Out amt

Type

5.875%

27 May 2011 Xstrata Canada Financial Corp.



6.25%




7.375%


Xstrata plc, Xstrata AG, GBP500m Xstrata Finance Ltd


Call Non-callable except for taxation reasons. Negative pledge Yes, excludes bank debt and project finance indebtedness. Relevant indebtedness covers any bond, note, debenture, or similar instrument that is, or is capable of being, listed, quoted or traded on any stock exchange or in any securities market and OTC market. Put Put at par on a put restructuring event (defined as acquiring more than 50% of share capital or voting rights of Xstrata) resulting in a rating downgrade to non-investment grade or a rating withdrawal or a one-notch downgrade if already non-investment grade. Covenants None Other Events of default include cross-default of issuer/parent/material subsidiary on indebtedness in excess of USD50m. Material subsidiary is defined as any subsidiary of Xstrata whose turnover or total assets exceeds 10% of consolidated turnover or total assets exceeds 10% of consolidated turnover or total assets of Xstrata. Source: Company data, HSBC

185


186

abc


abc

Oil & Gas

187

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BG Bond Coupon

Maturity

5.875%

Issuer

Guarantor

Out amt

Type

13 Nov 2012 BG Energy Capital plc BG Energy Holdings Limited

GBP250m


3.375%

15 Jul 2013

BG Energy Capital plc BG Energy Holdings Limited

EUR750m

Senior unsecured issued under the company’s USD7.5bn EMTN programme

5.125%

07 Dec 2017 BG Energy Capital plc BG Energy Holdings Limited

GBP500m


Call Non-callable except for taxation reasons. Negative pledge Yes, but excludes bank debt. Put None Covenants None Other Events of default include cross-default of issuer/guarantor/material subsidiary on indebtedness in excess of GBP30m. Source: Company data, HSBC

188

abc


BG Bond Coupon

Maturity

Issuer

Guarantor

Out amt

3.625%

16 Jul 2019

BG Energy Capital plc BG Energy Holdings Ltd EUR500m

Type Senior unsecured issued under the company’s USD7.5bn EMTN programme

Call Non-callable except for taxation reasons. Negative pledge Negative pledge covers the relevant indebtedness of the issuer, defined as any bonds, notes, debentures, loan stock or other quoted/listed securities. Put None Covenants None Other Events of default include cross-default of the issuer, guarantor or a material subsidiary (>15% of group net assets) on indebtedness in excess of USD100m. Source: Company data, HSBC

189

abc


BP Bond Coupon

Maturity

5.75%

Issuer

Guarantor

Out amt

Type

08 Nov 2010 BP Capital Markets plc

BP Plc

GBP700m

Senior unsecured issued under the company’s USD15bn debt issuance programme

4.25%

10 Jan 2011 BP Capital Markets plc

BP Plc

EUR750m


4.5%

08 Nov 2012 BP Capital Markets plc

BP Plc

EUR1000m


4%

29 Dec 2014 BP Capital Markets plc

BP Plc

GBP500m


Call Non-callable except for taxation reasons. Negative pledge None Put None Covenants None Other No cross-default provision. Source: Company data, HSBC

190

abc


Eni Bond Coupon

Maturity

4% 1.881%

Issuer

Guarantor

Out amt

Type

29 Jun 2015 ENI S.p.A.

None

EUR1000m


29 Jun 2015 ENI S.p.A.

None

EUR1000m


Call None Negative pledge None Put None Covenants None Other No cross-default provision. Source: Company data, HSBC

191

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Eni Bond Coupon

Maturity

4.875%

Issuer

Guarantor

Out amt

Type

09 Dec 2010 Eni Coordination Center S.A

Eni S.p.A.

GBP200m


4.625%

30 Apr 2013 Eni S.p.A.

None

EUR1500m


5.875%

20 Jan 2014 Eni S.p.A

None

EUR1250m


5%

28 Jan 2016 Eni S.p.A

None

EUR1500m


4.75%

14 Nov 2017 Eni S.p.A

None

EUR1250m


Call Non-callable except for taxation reasons. Negative pledge Yes, but excludes bank debt. Put None Covenants None Other Events of default include cross-default of ENI on indebtedness in excess of 3% of the group’s consolidated total shareholders’ equity. Source: Company data, HSBC

192

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Eni Bond Coupon

Maturity

6.125%

Issuer

Guarantor

Out amt

Type

17 Dec 2018 Eni Co-ordination Center S.A

Eni S.p.A

GBP150m


5%

27 Jan 2019 Eni Coordination Center S.A

Eni S.p.A.

GBP200m


4.125%

16 Sep 2019 ENI SpA

None

EUR1500m


4%

29 Jun 2020 ENI SpA

None

EUR1000m


Call Non-callable except for taxation reasons. Negative pledge Yes, but excludes bank debt. Put None Covenants None Other Events of default include cross-default of ENI on indebtedness in excess of 3% of the group’s consolidated total shareholders’ equity. Source: Company data, HSBC

193

abc


MOL Bond Coupon

Maturity

Issuer

Guarantor

5.875%

20 Apr 2017 MOL Hungarian Oil and Gas None Public Limited Company

Out amt

Type

EUR750m

Senior unsecured

Call Non-callable except for taxation reasons. Also 15% clean-up call at par if put option is exercised. Negative pledge Yes. Relevant indebtedness is defined as any debt securities, with a maturity of more than one year, with more than 50% in aggregate amount initially offered outside Hungary, listed/traded on any stock exchange, OTC or other organised securities market (whether or not initially distributed by way of private placing). Put Put at par on change of control (with control defined as the power to direct the management and policies of an entity, whether through the ownership of voting capital, by contract or otherwise). Covenants None Other Events of default include cross-default of issuer or material subsidiary (EBITDA or tangible net worth > 10% of group) on indebtedness in excess of EUR50m. Source: Company data, HSBC

194

abc


OMV Bond Coupon

Maturity

6.25%

4.375%

Issuer

Guarantor

Out amt

Type

07 Apr 2014 OMV AG

None

EUR1000m


10 Feb 2020 OMV AG

None

EUR500m


Call Non-callable except for taxation reasons. Negative pledge Yes. Relevant indebtedness covers bonds, notes, debentures, loan stock or other securities (capable of being) listed, quoted or traded on any stock exchange, or OTC or other securities market. Put Put at par on change of control (defined as the right to give directions to management and take decisions on matters of principle, whether by way of voting rights, rights arising out of the respective articles of association and/or shareholders’ agreements, contract or general law or for any other reason) resulting in a rating downgrade to noninvestment grade or the withdrawal of the rating or a one-notch downgrade if already non-investment grade. Covenants None Other Events of default include cross-default of issuer/material subsidiary on indebtedness in excess of EUR25m. Material subsidiary is defined as any subsidiary whose net income or total assets represent in excess of 10% of the consolidated net income or total assets of the issuer and its subsidiaries. Source: Company data, HSBC

195

abc


Repsol Bond Coupon

Maturity

Issuer

Guarantor

Out amt

Type

5%

22 Jul 2013

Repsol International Finance B.V.

Repsol YPF S.A.

EUR1000m


4.625%

08 Oct 2014 Repsol International Finance B.V.

Repsol YPF S.A.

EUR1000m


Call Non-callable except for taxation reasons. Negative pledge Yes, but excludes bank debt. Put None Covenants None Other Events of default include cross-default of issuer/guarantor/principal subsidiary (10% of the total assets or net profit before tax and extraordinary items of the group) on indebtedness in excess of USD20m. Principal subsidiaries are defined as subsidiaries incorporated in an OECD member country rated A or higher on the day the event of default occurs. Source: Company data, HSBC

196

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Repsol Bond Coupon

Maturity

Issuer

4.75%

16 Feb 2017 Repsol International Finance B.V.

Guarantor

Out amt

Type

Repsol YPF S.A.

EUR886m

Senior unsecured

Call Non-callable except for taxation reasons. Negative pledge Negative pledge covers relevant indebtedness of the issuer and the guarantor defined as bonds, debentures, notes and other securities listed or traded over the counter. The definition excludes debt of an initial maturity of less than one year. Put None Covenants None Other Event of default covers the default of the issuer and the guarantor subject to a carve-out of USD50m. Source: Company data, HSBC

197

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Repsol Bond Coupon

Maturity

Issuer

6.5%

27 Mar 2014 Repsol International Finance B.V.

Guarantor

Out amt

Type

Repsol YPF S.A.

EUR1000m


Call Non-callable except for taxation reasons. Negative pledge Yes, excludes bank debt. Relevant indebtedness covers any bond, note, debenture, or similar instrument that is, or is capable of being, listed, quoted or traded on any stock exchange or in any securities market and OTC market. Put Put at par on a put restructuring event (defined as acquiring more than 50% of share capital or voting rights) resulting in a rating downgrade to non-investment grade or a rating withdrawal or a one-notch downgrade if already non-investment grade. Covenants None Other Events of default include cross-default of issuer/guarantor on indebtedness in excess of the higher of 0.25% of total shareholders’ equity and USD50m. Source: Company data, HSBC

198

abc


Schlumberger Bond Coupon

Maturity

5.25% 4.5%

Issuer

Guarantor

Out amt

Type

05 Sep 2013 Schlumberger Finance Schlumberger Limited B.V.

EUR500m

Senior unsecured

25 Mar 2014 Schlumberger Finance Schlumberger Limited B.V.

EUR1000m


Call Non-callable except for taxation reasons. Negative pledge Yes, excludes bank debt. Relevant debt covers any bond, note, debenture, or similar instrument that is, or is capable of being, listed, quoted or traded on any stock exchange or in any securities market and OTC market. Put None Covenants None Other Events of default include cross-default of issuer/guarantor/principal subsidiaries on indebtedness in excess of EUR50m. Principal subsidiary is defined as any subsidiary whose revenues or total assets represent 10% or more of the consolidated revenues or total assets of the group. Source: Company data, HSBC

199

abc


Shell Bond Coupon

Maturity

3.375%

Issuer

Guarantor

Out amt

Type

09 Feb 2012 Shell International Finance B.V.

Royal Dutch Shell plc

EUR1750m


3%

14 May 2013 Shell International Finance B.V.


EUR2500m


4.5%

09 Feb 2016 Shell International Finance B.V.


EUR1250m


4.625%

22 May 2017 Shell International Finance BV

Royal Dutch Shell Plc

EUR1500m

Senior unsecured

4.375%

14 May 2018 Shell International Finance B.V.


EUR2500m


Call Non-callable except for taxation reasons. Negative pledge None Put None Covenants None Other Events of default cover the default of the issuer and the guarantor. Source: Company data, HSBC

200

abc


StatoilHydro Bond Coupon

Maturity

4.375%

Issuer

Guarantor

Out amt

Type

11 Mar 2015 StatoilHydro ASA

StatoilHydro Petroleum AS

EUR1300m


5.625%



EUR1200m


6.875%



GBP800m


Call Yes, at the make-whole redemption amount – greater of par and 25bp + DBR 3.75% due 2015 (for 2015 bond), DBR 3.75% due 2019 (for 2021 bond), UKT 4.25% due 2032 (for 2031 bond). Also callable for taxation reasons. Negative pledge Yes, excludes bank debt. Relevant indebtedness covers any bond, note, debenture, or similar instrument that is, or is capable of being, listed, quoted or traded on any stock exchange or in any securities market and OTC market. Put None Covenants None Other Events of default cover the cross-default of the issuer/guarantor on indebtedness in excess of USD50m. Source: Company data, HSBC

201

abc


Talisman Bond Coupon

Maturity

Issuer

Guarantor

6.625%

05 Dec 2017 Talisman Energy Inc None

Out amt

Type

GBP250m

Senior unsecured

Call Non-callable except for taxation reasons. Negative pledge Yes, but excludes bank debt (amongst other exclusions). Put None Covenants None Other Events of default include cross-default of issuer/principal subsidiary (greater of 5%+ consolidated assets and CAD75m) on indebtedness in excess of the higher of CAD75m or 2% of equity of the issuer. Source: Company data, HSBC

202

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Technip Bond Coupon

Maturity

Issuer

4.625%

26 May 2011 Technip

Guarantor

Out amt

Type

None

EUR650m

Senior unsecured

Call Non-callable except for taxation reasons. Negative pledge Yes, but excludes bank debt. Put None Covenants None Other Events of default include cross-default of issuer/material subsidiary (Technip Eurocash S.N.C.) on indebtedness in excess of EUR50m. Source: Company data, HSBC

203

abc


Total Bond Coupon

Maturity

4.875%

Issuer

Guarantor

Out amt

Type

23 Dec 2010 Total Capital S.A.

Total S.A.

GBP700m


3.875%

06 Sep 2011 Total Capital S.A.

Total S.A.

EUR1400m

Senior unsecured

3.25%

26 Jan 2012 Total Capital S.A.

Total S.A.

EUR650m


4.625%

07 Mar 2012 Total Capital S.A.

Total S.A.

GBP450m


5.5%


Total S.A.

GBP350m

Senior unsecured

4.75%


Total S.A.

EUR1000m


Call Non-callable except for taxation reasons. Negative pledge Yes, but excludes bank debt. Put None Covenants None Other Events of default include cross-default of issuer/guarantor on relevant indebtedness in excess of USD50m. Source: Company data, HSBC

204

abc


Total Bond Coupon

Maturity

3.5%

Issuer

Guarantor

Out amt

Type

27 Feb 2014 Total Capital S.A.

Total S.A.

EUR1150m


3.625%

19 May 2015 Total Capital S.A.

Total S.A.

EUR550m

As above

4.25%


Total S.A.

GBP300m

As above

4.875%


Total S.A.

EUR1200m

As above

3.125%

16 Sep 2022 Total Capital S.A.

Total S.A.

EUR500m


5.125%

26 Mar 2024 Total Capital S.A.

Total S.A.

EUR950m


Call Non-callable except for taxation reasons. Negative pledge Yes, but excludes bank debt. Put None Covenants None Other Events of default include cross-default of issuer/guarantor on relevant indebtedness in excess of USD50m. Source: Company data, HSBC

205


206

abc


abc

Paper

207

abc


Stora Enso Bond Coupon

Maturity

Issuer

5.125%

23 Jun 2014 Stora Enso Oyj

Guarantor

Out amt

Type

None

EUR750m


Call Non-callable except for taxation reasons. Negative pledge Yes but excludes bank debt. Put None Covenants None Other Events of default include cross-default of issuer/principal subsidiary (representing more than 10% of consolidated net sales or total net assets) on indebtedness in excess of EUR20m. Source: Company data, HSBC

208

abc


Svenska Cellulosa (SCA) Bond Coupon

Maturity

Issuer

3.875%

07 Mar 2011 SCA Finans AB

Guarantor

Out amt

Type

Svenska Cellulosa Aktiebolaget SCA

EUR700m


Call Non-callable except for taxation reasons. Negative pledge Yes but excludes bank debt/project finance debt. Put Yes, put at par in case of a change of control resulting in a rating downgrade to non-investment grade. Covenants None Other Events of default include cross-default of issuer/guarantor/material subsidiaries (representing more than 10% of consolidated turnover or total assets) on indebtedness in excess of 0.5% of consolidated shareholders’ equity. Source: Company data, HSBC

209

abc


UPM Bond Coupon

Maturity

6.125%

6.625%

Issuer

Guarantor

Out amt

Type

23 Jan 2012 UPM-Kymmene Corp None

EUR600m

Senior unsecured issued under the company’s EUR2bn Global MTN programme

23 Jan 2017 UPM-Kymmene Corp None

GBP250m

Senior unsecured issued under the company’s EUR2bn Global MTN programme

Call Non-callable except for taxation reasons. Negative pledge Yes but excludes bank debt. Put None Covenants None Other Events of default include cross-default of issuer/subsidiary on indebtedness in excess of EUR20m. Source: Company data, HSBC

210


abc

Property

211

abc


Gecina Bond Coupon

Maturity

Issuer

4.875%

25 Jan 2012 Gecina

Guarantor

Out amt

Type

None

EUR495m


Call Non-callable except for taxation reasons. Negative pledge Yes, but excludes bank debt. Put Yes, put at par in case of change of control and downgrade to non-investment grade. Covenants Limitation on secured borrowings (unsecured revalued assets value to exceed unsecured bond indebtedness at any time). Other Events of default include cross-default of issuer/material subsidiaries (representing more than 5% of total revalued net assets) on indebtedness in excess of EUR10m. Source: Company data, HSBC

212

abc


Hammerson Bond Coupon

Maturity

Issuer

4.875%

19 Jun 2015 Hammerson plc

Guarantor

Out amt

Type

None

EUR700m

Senior unsecured

Call Non-callable except for taxation reasons. Negative pledge See covenants for limit on secured borrowings. Put Yes, put at par in case of change of control and downgrade to non-investment grade or at least one-notch downgrade if the ratings are already non-investment grade. Covenants Limitation on secured and unsecured borrowings (net borrowings not to exceed 1.75x adjusted capital and reserves, secured borrowings not to exceed 50% of adj. capital and reserves minus adjustments). Other Events of default include cross-default of issuer/material subsidiary (representing more than 10% of group interests in land and buildings, more than 10% of group net rental income, more than 10% of consolidated PBT or net assets) on indebtedness in excess of 1% of adjusted capital and reserves. Source: Company data, HSBC

213

abc



Maturity

5.25%

Issuer

Guarantor

Out amt

Type

15 Dec 2016 Hammerson plc

None

GBP300m

Senior unsecured

6.875%

31 Mar 2020 Hammerson plc

None

GBP250m

Senior unsecured

6%

23 Feb 2026 Hammerson plc

None

GBP300m

Senior unsecured

Call Callable at higher of par or UKT 4.75% due 2016 (for 2016 bonds), UKT 8% due 2021 (for 2020 bonds), UKT 6% 2028 (for 2026 bonds). Also standard UK tax call. Negative pledge See covenants for limit on secured borrowings. Put Yes, put at par in case of change of control and downgrade to non-investment grade or at least one-notch downgrade if the ratings are already non-investment grade. Covenants Limitation on secured and unsecured borrowings (net borrowings not to exceed 1.75x adjusted capital and reserves, secured borrowings not to exceed 50% of adj. capital and reserves minus adjustments). Other Events of default include cross-default of issuer/material subsidiary (representing more than 10% of group interests in land and buildings, more than 10% of group net rental income, more than 10% of consolidated PBT or net assets) on indebtedness in excess of 1% of adjusted capital and reserves. Source: Company data, HSBC

214

abc



Maturity

Issuer

7.25%

21 Apr 2028 Hammerson plc

Guarantor

Out amt

Type

None

GBP200m

Senior unsecured

Call Callable at higher of Par or UKT 8% 2021 + standard UK tax call. Negative pledge See covenants for limit on secured borrowings. Put None Covenants Limitation on secured and unsecured borrowings (net borrowings not to exceed 150% of adj. capital and reserves, secured borrowings not to exceed 50% of adj. capital and reserves). Other Events of default include cross-default of issuer/material subsidiary (representing more than 10% of group interests in land and buildings, more than 10% of group net rental income, more than 10% of consolidated PBT or net assets) on indebtedness in excess of 1% of adjusted capital and reserves. Source: Company data, HSBC

215

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Klépierre Bond Coupon

Maturity

Issuer

Guarantor

Out amt

Type

4.625%

15 Jul 2011

Klépierre

None

EUR600m

Senior unsecured

4.25%

16 Mar 2016 Klépierre

None

EUR689m

Senior unsecured

Call Non-callable except for taxation reasons. Negative pledge Yes, but excludes bank debt. Put Yes, put at par in the event of a change of control and downgrade to non-investment grade. Covenants Limitation on secured borrowings (secured borrowings not to exceed 0.5x the revalued net assets – other adjustments). Other Events of default include cross-default of issuer on indebtedness in excess of EUR10m. Source: Company data, HSBC

216

abc


Klépierre Bond Coupon

Maturity

Issuer

4%

13 Apr 2017 Klépierre SA

Guarantor

Out amt

Type

None

EUR700m


Call Non-callable except for taxation reasons. Negative pledge Negative pledge covers the relevant debt which excludes bank debt. Put Put at par on restructuring event resulting in a downgrade to non-investment grade. A restructuring event is defined as any person or group (other than BNP Paribas and its group) owning directly or indirectly one-third of the aggregate voting power. Covenants Limitation on secured borrowings (secured borrowings not to exceed 0.5x the revalued net assets – other adjustments). Other Events of default include cross-default of issuer on indebtedness in excess of EUR35m. Source: Company data, HSBC

217

abc


SEGRO Bond Coupon

Maturity

5.5%

Issuer

Guarantor

Out amt

Type

20 Jun 2018 Slough Estates plc

None

GBP200m

Senior unsecured

5.625%

07 Dec 2020 Slough Estates plc

None

GBP250m

Senior unsecured

6.75%

23 Nov 2021 SEGRO plc (formerly None Slough Estates plc)

GBP300m

Senior unsecured

5.75%

20 Jun 2035 Slough Estates plc

GBP200m

Senior unsecured

None

Call Callable at the higher of par and the relevant European Investment Bank (EIB) redemption rate. Also callable for taxation reasons. Negative pledge See covenants for limit on secured borrowings. Put Put at par if a restructuring event is deemed to occur and a related rating downgrade to non-investment grade (or a one-notch downgrade if ratings are already non-investment grade) or negative rating event occurs. A restructuring event is defined as any person (other than a holding company with shareholders similar to the pre-existing shareholders of the issuer) becoming interested in more than 50% of the issuer’s share capital or voting rights. Covenants Limitation on secured and unsecured borrowings (net borrowings not to exceed 175% of the adjusted capital and reserves, secured borrowings not to exceed 50% of the adjusted capital and reserves). Other Events of default include cross-default of the issuer or its principal subsidiaries (representing more than 5% of the book value of consolidated tangible assets) on any loan or other indebtedness for borrowed money exceeding GBP5m. Source: Company data, HSBC

218

abc


SEGRO Bond Coupon

Maturity

7% 6.75%

Issuer

Guarantor

Out amt

Type

14 Mar 2022 Slough Estates plc

None

GBP150m

Senior unsecured

23 Feb 2024 Slough Estates plc

None

GBP225m

Senior unsecured

Call Callable at higher of par or UKT 8% 2021 + standard UK tax call. Negative pledge See covenants for limit on secured borrowings. Put Put at par in the case of a change of control (CoC) and a rating downgrade to non-investment grade or at least onenotch downgrade if ratings are already non-investment grade within 180 days of the CoC. Covenants Limitation on secured and unsecured borrowings (net borrowings not to exceed 175% of the adjusted capital and reserves, secured borrowings not to exceed 50% of the adjusted capital and reserves) + restrictions on disposals of assets (gross value of assets disposed of not to exceed 30% of gross value of group assets) + restrictions on dividend payment/asset distribution to new owner. Other Events of default include cross-default of issuer/principal subsidiary (representing more than 5% of the book value of consolidated tangible assets) on indebtedness in excess of GBP5m. Source: Company data, HSBC

219

abc


SEGRO Bond Coupon

Maturity

Issuer

6.25%

30 Sep 2015 Slough Estates plc

Guarantor

Out amt

Type

None

GBP150m

Senior unsecured

Call Callable at higher of par or UKT 8% 2015 + standard UK tax call. Negative pledge See covenants for limit on secured borrowings. Put None Covenants Limitation on secured and unsecured borrowings (net borrowings not to exceed 175% of the adjusted capital and reserves, secured borrowings not to exceed 50% of the adjusted capital and reserves) + restrictions on disposals of assets (gross value of assets disposed of not to exceed 30% of gross value of group assets) + restrictions on dividend payment/asset distribution to new owner. Other Events of default include cross-default of issuer/principal subsidiary (representing more than 5% of the book value of consolidated tangible assets) on indebtedness in excess of GBP5m. Source: Company data, HSBC

220

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Unibail Rodamco Bond Coupon

Maturity

Issuer

4%

29 Oct 2011 Unibail

Guarantor

Out amt

Type

None

EUR500m


Call Non-callable except for taxation reasons. Negative pledge Yes, but excludes bank debt. Put Put at par in the event of a hostile change of control or in the event of a friendly change of control resulting in more than a two-notch downgrade. Covenants None Other Events of default include cross-default of issuer/principal subsidiaries (representing more than 5% of Unibail’s total value) on indebtedness in excess of EUR15m. Source: Company data, HSBC

221

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Maturity

4.125%

Issuer

Guarantor

Out amt

Type

21 Apr 2011 Rodamco Sverige AB Rodamco Europe NV

EUR500m


3.75%

12 Dec 2012 Rodamco Europe Finance BV

Rodamco Europe NV

EUR500m


4.375%

01 Oct 2014 Rodamco Europe Finance BV

Rodamco Europe NV

EUR500m


Call Non-callable except for taxation reasons. Negative pledge Yes, but excludes bank debt. Put Put at par in the case of a change of control (CoC) and a rating downgrade to non-investment grade or at least onenotch downgrade if ratings are already non-investment grade within 180 days of the CoC. Covenants Limitation on subsidiary borrowings (not to exceed 30% of total group assets) Other Events of default include cross-default of issuer/guarantor/principal subsidiaries (representing more than 10% of consolidated tangible fixed assets or gross rental income) on indebtedness in excess of EUR40m. Source: Company data, HSBC

222

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Maturity

3.375%

4.625%

Issuer

Guarantor

Out amt

Type

11 Mar 2015 Unibail-Rodamco SE None

EUR635m


23 Sep 2016 Unibail-Rodamco SE None

EUR500m


Call Non-callable except for taxation reasons. Negative pledge Yes, but excludes bank debt. Put None Covenants None Other Events of default include cross-default of issuer/principal subsidiary (whose value represents not less than 5% of the independently appraised total revalued value of the group) on indebtedness exceeding EUR15m. Source: Company data, HSBC

223


224

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abc

Transport

225

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Air France – KLM Bond Coupon

Maturity

Issuer

4.75%

22 Jan 2014 Société Air France

Guarantor

Out amt

Type

None

EUR750m

Senior unsecured

Call Non-callable except for taxation reasons. Negative pledge Yes, but excludes bank debt. Put Yes, put at par in case of change of control of Air France (if AF-KLM ceases to hold less than two-thirds of AF’s capital and voting rights) and of AF-KLM (if this results in a rating downgrade to non-investment grade, or if the ratings remain unchanged). Covenants None Other Events of default include cross-default of issuer on indebtedness in excess of EUR125m. Source: Company data, HSBC

226

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Air France – KLM Bond Coupon

Maturity

Issuer

6.75%

27 Oct 2016 Air France-KLM SA

Guarantor

Out amt

Société Air France and EUR700m KLM each to the extent of 50% of any amounts due by AF-KLM


Call Non-callable except for taxation reasons. Negative pledge Yes, but excludes bank debt. Put Put at par in the event of a change of control of the issuer or in the event that a third party comes to hold: (i) more than 50% of the share capital of Société Air France and/or the economic rights relating to shares in the capital of KLM; or (ii) more than 50% of the voting rights relating to shares in the capital of Société Air France and/or KLM. Covenants None Other Events of default include cross-default of issuer or guarantor on indebtedness in excess of EUR125m. Source: Company data, HSBC

227

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Deutsche Lufthansa Bond Coupon

Maturity

4.625%

Issuer

Guarantor

Out amt

Type

06 May 2013 Deutsche Lufthansa AG

None

EUR500m

Senior unsecured

6.75%

24 Mar 2014 Deutsche Lufthansa AG

None

EUR850m

Senior unsecured issued under the company’s EUR4BN EMTN programme

6.5%

07 Jul 2016

None

EUR750m


Deutsche Lufthansa AG

Call Non-callable except for taxation reasons. Negative pledge Yes, but only covers capital market indebtedness other than permitted indebtedness. Capital market indebtedness is defined as any present or future bonds, notes, or any other similar securities that are or intended to be quoted, listed or traded on any stock exchange or OTC market. Permitted indebtedness means any capital market indebtedness which is directly or indirectly secured by aircraft or aircraft equipment of the issuer or any of the issuer’s subsidiaries. Put Put at par in case of change of control (acquisition of >50% of the ordinary shares) resulting in a rating downgrade to non-investment grade (or all rating agencies ceasing to assign a credit rating to Lufthansa) within the change of control period (90 days after the announcement of the change of control). Covenants None Other Events of default include cross-default of issuer on indebtedness in excess of EUR125m. Source: Company data, HSBC

228

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FirstGroup Bond Coupon

Maturity

Issuer

Guarantor

Out amt

Type

15 Apr 2013 FirstGroup plc 6.875% Step up (See ‘Other’)

None

GBP300m

Senior unsecured

6.125% 18 Jan 2019 FirstGroup plc Step up (See ‘Other’)

None

GBP250m

Senior unsecured

Call Spens call ref UKT5% 2012 (for 2013 bonds) / UKT8% 2021 (for 2019 bonds). Negative pledge Negative pledge covers the indebtedness of the issuer and material subsidiaries. Indebtedness is defined as notes, bonds, debenture stock, loan stock or other securities as well as borrowed money or any liability in respect of any acceptance, leasing or hire purchase agreement. The clause excludes permitted security interests defined mainly as security granted over GBP25m of debt or less as well as security on material subsidiaries purchased after 20 March 2002. Material subsidiaries are defined as subsidiaries accounting for more than 10% of consolidated turnover by reference to the most recent annual audited accounts. Excluded from this definition are subsidiaries that are singlepurpose entities with assets constituted by one or more projects and designated as excluded subsidiaries by the issuer. Put None Covenants None Other Event of default covers the debt of the issuer and material subsidiaries subject to a GBP25m carve-out. Material subsidiaries are defined as subsidiaries accounting for more than 10% of consolidated turnover by reference to the most recent annual audited accounts. Excluded from this definition are subsidiaries that are single-purpose entities with assets constituted by one or more projects and designated as excluded subsidiaries by the issuer. It is an event of default if the issuer ceases or threatens to cease the whole or substantially the whole of its business save with the written consent of the trustee. The coupon steps up/down by 150bp if: (i) any person or group of persons acting in concert becomes interested in more than 50% of the issuer’s capital or voting rights; or (ii) the group sells subsidiaries accounting for more than 30% of consolidated turnover over a period of 12 months; or (iii) the group acquires subsidiaries accounting for more than 30% of consolidated turnover over a period of 12 months by reference to the group’s most recent annual audited accounts, and Moody’s or S&P downgrade/upgrade the bonds from investment grade to non-investment grade within 90 days specifically as a result of (i), (ii) or (iii). Source: Company data, HSBC

229

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FirstGroup Bond Coupon

Maturity

Issuer

Guarantor

Out amt

Type

19 Sep 2018 FirstGroup plc First Student, Inc., Laidlaw GBP300m 8.125% Step up Transit, Inc., First Transit, Inc., (See ‘Other’) Greyhound Lines, Inc. and First West Yorkshire Limited

Senior unsecured

8.75% 08 Apr 2021 FirstGroup plc As above Step up (See ‘Other’)

GBP350m

Senior unsecured

18 Sep 2024 FirstGroup plc First Student, Inc., First GBP200m 6.875% Step up Transit, Inc., Greyhound Lines, (See ‘Other’) Inc. and First West Yorkshire Limited

Senior unsecured

Call Non-callable except for taxation reasons. Negative pledge Yes, covers indebtedness of the issuer, guarantor or material subsidiary. Indebtedness covers any bond, note, debenture, loan stock, or other securities or any borrowed money or any liability under or in respect of any acceptance or acceptance credit or any leasing or hire purchase agreement which is in the nature of borrowed money (unless the principal amount of that indebtedness is GBP25m on or before 15 April 2013 or GBP50m thereafter). Material subsidiary is defined as any company with excess of 10% of consolidated gross revenues and assets excluding those which are a single-purpose company whose principal assets are constituted by one or more projects or contracts. Put Put at par on a put restructuring event resulting in a rating downgrade to non-investment grade or a rating withdrawal or a one-notch downgrade if the ratings are already junk during the 90-day restructuring period. A restructuring event refers to a change of control whereby the relevant person is/are or become/s interested in excess of 50% of issued share capital of the issuer or holding company or carries more than 50% of voting rights. Covenants None Other Events of default include cross-default of issuer, guarantor or any material subsidiary on indebtedness in excess of GBP25m. Material subsidiary is defined as any company with excess of 10% of consolidated gross revenues and assets excluding those which are a single-purpose company whose principal assets are constituted by one or more projects or contracts. The coupon steps up by 125bp if the rating is downgraded to non-investment grade or withdrawn by at least two rating agencies; it steps down if the rating is upgraded back to investment grade by both agencies. Source: Company data, HSBC

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Go-Ahead Bond Coupon

Maturity

Issuer

Guarantor

Out amt

29 Sep 2017 Go-Ahead Group plc Go-Ahead Holding Ltd, GBP200m 5.375% Step up Go-Ahead Leasing Ltd, (See ‘Other’) Go North East Ltd, London General Transport Services Ltd, Metrobus Ltd, Go South Coast Ltd, Brighton & Hove Bus and Coach Company Ltd, City of Oxford Motor Services Ltd


Call Callable at the higher of par and UKT 4% 2016 + 50bps. Also callable for taxation reasons. Negative pledge Yes. Relevant indebtedness covers bonds, notes, debentures, loan stock or other securities listed/traded on any stock exchange or other securities market. Put Put at par on change of control and related downgrade to non-investment grade (or the bonds are unrated or do not have an investment-grade rating from at least one agency) within 180 days. Covenants None Other Events of default include cross-default of issuer/guarantors/material subsidiary (representing more than 10% of consolidated turnover) on indebtedness in excess of GBP25m. Coupon steps up by 125bp if the minimum rating requirement (investment-grade ratings with at least two rating agencies among Moody’s, S&P and Fitch) is not met. Source: Company data, HSBC

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National Express Bond Coupon

Maturity

Issuer

13 Jan 2017 National Express 6.25% Step up Group plc (See ‘Other’)

Guarantor

Out amt

Type

National Express Corporation, Durham School Services, L.P. and West Midlands Travel Limited

GBP350m


Call Callable at the higher of par and UKT 4% 2016 + 20bp. Also callable for taxation reasons. Negative pledge Yes, but excludes bank debt. Put Put at par on change of control, defined as any person (other than a holding company with shareholders similar to the pre-existing shareholders of the issuer) becoming interested in more than 50% of the issuer’s share capital or voting rights. Covenants None Other Events of default include cross-default of the issuer or its material subsidiaries (gross assets or pre-tax profits of at least 10% of the group’s total) on any indebtedness for borrowed money exceeding GBP25m. Coupon steps up by 125bp if any (solicited) credit rating out of a minimum of two falls to non-investment grade. Coupon steps down to the initial interest rate if the issuer regains at least two (solicited) investment-grade ratings. Source: Company data, HSBC

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National Express Bond Coupon

Maturity

Issuer

17 Jun 2020 National Express 6.625% Step up Group plc (See ‘Other’)

Guarantor

Out amt

Type

National Express Corporation, Durham School Services, L.P. and West Midlands Travel Limited

GBP225m


Call Non-callable except for taxation reasons. Negative pledge Yes, but excludes bank debt. Put Put at par on change of control, defined as any person (other than a holding company with shareholders similar to the pre-existing shareholders of the issuer) becoming interested in more than 50% of the issuer’s share capital or voting rights. Covenants None Other Events of default include cross-default of the issuer or its material subsidiaries (gross assets or pre-tax profits of at least 10% of the group’s total) on any indebtedness for borrowed money exceeding GBP25m. Coupon steps up by 125bp if any (solicited) credit rating out of a minimum of two falls to non-investment grade. Coupon steps down to the initial interest rate if the issuer regains at least two (solicited) investment grade ratings. Source: Company data, HSBC

233

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Stagecoach Bond Coupon

Maturity

Issuer

Guarantor

16 Dec 2016 Stagecoach Group plc Stagecoach Transport 5.75% Step up Holdings plc (See ‘Other’)

Out amt

Type

GBP400m

Senior unsecured

Call Callable at par for taxation reasons. Also callable at the option of the issuer (with no less than 30 and no more than 60 days’ notice) at the higher of par or G+50bp. Negative pledge Negative pledge covers any relevant indebtedness, defined as any indebtedness for borrowed money in the form of bonds, notes, debentures, loan stock or other securities which are quoted, listed or dealt in or traded on any stock exchange or OTC market. Excludes any permitted security interest. Put Put at par on a put event defined as a change of control (interest in more than 50% of the capital or voting rights) resulting in a downgrade to non-investment grade. Covenants None Other Events of default include cross-default of the issuer, guarantor or its material subsidiaries on indebtedness of at least GBP25m. The coupon steps up by 125bp in the event that the bonds are not rated at least BBB- or Baa3 by at least two rating agencies. Coupon steps down if at least two ratings are back to investment grade. Only one interest rate adjustment downwards and one interest rate adjustment upwards will be permitted. Source: Company data, HSBC

234


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Consumer, Retail & Tobacco

235


236

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Food and Beverages

237

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Anheuser-Busch InBev Bond Coupon

Maturity

Issuer

Guarantor

Out amt

Type

30 Jan 2013 Anheuser-Busch 7.375% InBev SA/NV Step up (see “other”)

Multiple subsidiaries

EUR750m

Senior unsecured

6.57% 27 Feb 2014 Anheuser-Busch InBev SA/NV Step up (see “Other”)


EUR750m

Senior unsecured

8.625% 30 Jan 2017 Anheuser-Busch InBev SA/NV Step up (see “Other”)


EUR600m

Senior unsecured

Call Tax call and make whole at – German Bund (similar maturity to the remaining term of the notes) + 80bp (except for Jan 2017 bond, at 85bp) Negative pledge Negative pledge covers relevant indebtedness of the issuer, the guarantors and its significant subsidiaries. Relevant indebtedness is defined as bonds, notes, other listed debt or debt traded over the counter. Significant subsidiaries are deemed any subsidiary which constitutes 10% or more of the issuer’s consolidated revenue, consolidated EBITDA or consolidated gross assets, respectively, as reflected in the issuer’s most recent annual audited financial statements. Put A put at 101% of the par after a put event. A put event occurs when there is a change of control (defined as 50% of share capital or voting rights, indirectly or directly, or the power to direct management and influence policies) and, as a result, either the bonds are downgraded by S&P, Moody’s, and/or Fitch from an investment grade rating to a non-investment grade rating (or, if the bonds already carry a non-investment grade rating, they are downgraded by S&P, Moody’s and/or Fitch by at least one further notch) or the bonds carry no rating and no investment grade rating is assigned by S&P and/or Moody’s and/or Fitch. The rating action must occur within the CoC period, which starts on the date of the CoC announcement (but not later than on the date of the change of control) and ends 60 days after the CoC (the period is extended by a maximum of 60 days if the rating is placed under review within the CoC period). Covenants None Other Events of default include cross default of issuer/guarantor on indebtedness, subject to a carve-out of EUR100m equivalent. Coupon steps up by 125bp in the case of a rating downgrade to non-investment grade or if rating is withdrawn by Moody’s, S&P and/or Fitch. Subsequently, coupon steps down by 125bp in the event that none of the rating agencies give a rating below investment grade. Source: Company data, HSBC

238

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Maturity

Issuer

Guarantor

Out amt

Type

23 Jun 2017 Anheuser-Busch 6.5% InBev SA/NV Step up (see “Other”)


GBP750m

Senior unsecured

30 Jul 2024 9.75% Step up (see “Other”)


GBP550m

Senior unsecured

Anheuser-Busch InBev SA/NV

Call Tax call and make whole at – German Bund (similar maturity to the remaining term of the notes) + 80bp (except for Jan 2017 bond, at 85bp) Negative pledge Negative pledge covers relevant indebtedness of the issuer, the guarantors and its significant subsidiaries. Relevant indebtedness is defined as bonds, notes, other listed debt or debt traded over the counter. Significant subsidiaries are deemed any subsidiary which constitutes 10% or more of the issuer’s consolidated revenue, consolidated EBITDA or consolidated gross assets, respectively, as reflected in the issuer’s most recent annual audited financial statements. Put A put at 101% of the par after a put event. A put event occurs when there is a change of control (defined as 50% of share capital or voting rights, indirectly or directly, or the power to direct management and influence policies) and as a result, either the bonds are downgraded by S&P, Moody’s, and/or Fitch from an investment grade rating to a non-investment grade rating (or, if the bonds already carry a non-investment grade rating, they are downgraded by S&P, Moody’s and/or Fitch by at least one further notch) or the bonds carry no rating and no investment grade rating is assigned by S&P and/or Moody’s and/or Fitch. The rating action must occur within the COC period, which starts on the date of the CoC announcement (but not later than on the date of the change of control) and ends 60 days after the CoC (the period is extended by a maximum of 60 days if the rating is placed under review within the CoC period). Covenants None Other Events of default include cross default of issuer/guarantor on indebtedness, subject to a carve-out of EUR100m equivalent. Coupon steps up by 125bp in the case of a rating downgrade to non-investment grade or if rating is withdrawn by Moody’s, S&P and/or Fitch. Subsequently, coupon steps down by 125bp in the event that none of the rating agencies give a rating below investment grade. Source: Company data, HSBC

239

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Maturity

Issuer

26 Apr 2018 Anheuser-Busch 4% Step up InBev SA/NV (see “Other”)

Guarantor

Out amt

Type


EUR750m

Senior unsecured

Call Non-callable except for taxation reasons Negative pledge Negative pledge covers relevant indebtedness of the issuer, the guarantors and its significant subsidiaries. Relevant indebtedness is defined as bonds, notes, other listed debt or debt traded over the counter. Significant subsidiaries are deemed any subsidiary which constitutes 10% or more of the issuer’s consolidated revenue, consolidated EBITDA or consolidated gross assets, respectively, as reflected in the issuer’s most recent annual audited financial statements. Put A put at 101% of the par after a put event. A Put event occurs when there is a change of control (defined as 50% of share capital or voting rights, indirectly or directly, or the power to direct management and influence policies) and, as a result, either the bonds are downgraded by S&P, Moody’s, and/or Fitch from an investment grade rating to a noninvestment grade rating (or, if the bonds already carry a non-investment grade rating, they are downgraded by S&P, Moody’s and/or Fitch by at least one further notch), or the bonds carry no rating and no investment grade rating is assigned by S&P and/or Moody’s and/or Fitch. The rating action must occur within the CoC period, which starts on the date of the CoC announcement (but not later than on the date of the change of control) and ends 60 days after the CoC (the period is extended by a maximum of 60 days if the rating is placed under review within the CoC period). Covenants None Other Events of default include cross default of issuer/guarantor on indebtedness, subject to a carve-out of EUR100m equivalent. Coupon steps up by 125bp in the case of a rating downgrade to non-investment grade or is withdrawn by Moody’s, S&P and/or Fitch. Subsequently, coupon steps down by 125bp in the case where none of the rating agencies give a rating below investment grade. Source: Company data, HSBC

240

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Cadbury Bond Coupon

Maturity

5.375%

7.25%

Issuer

Guarantor

Out amt

Type

11 Dec 2014 Cadbury Schweppes Cadbury Holdings Ltd, Finance plc Cadbury Schweppes Investments Plc

GBP300m

Senior unsecured

18 Jul 2018

GBP350m

Senior unsecured

Cadbury Schweppes Cadbury Holdings Ltd, Finance plc Cadbury Schweppes Investments Plc

Call Non-callable except for taxation reasons Negative pledge Negative pledge covers relevant indebtedness of the issuer/guarantor. Relevant indebtedness means any loan or other indebtedness which: (1) has a maturity of more than 12 months; or (2) is represented by bonds, notes, loan stock or other securities other than advances made by banks. The latter definition excludes loans or indebtedness denominated in the currency of the country in which the issuer has its principal place of business (GBP) except if more than 50% of the indebtedness is placed or offered for subscription or sale outside this country. The negative pledge clause does not apply to: (1) a security created after the date of issue of the notes in substitution for any security created by a company which becomes a subsidiary of the issuer/guarantor, the value of which does not materially exceed the value of the security for which it is being substituted; (2) any security created by the relevant issuer/guarantor upon an amount, or assets with a value not exceeding the amount, of the proceeds of any such relevant indebtedness, or upon any assets, returns, revenues acquired with the proceeds of any such relevant indebtedness. Put If a restructuring event occurs and within 90 days of the earlier of: (i) the first public announcement; and (ii) potential restructuring event announcement (if any) a negative rating event or a rating downgrade happens as a result, the bonds become puttable at par. A restructuring event is defined as a change of control on: (a) at least 50% of the outstanding capital; or (b) such number of shares that represent more than 50% of the voting rights of the issuer. A negative rating event is defined as the failure of the issuer to seek a rating or to obtain an investment grade rating. A rating downgrade means a rating withdrawal or a downgrade to below investment grade or a one-notch downgrade if already non-investment grade by either Moody’s, S&P or Fitch. Covenants None Other Events of default include cross default of issuer/guarantor on capital market indebtedness in excess of GBP25m. Capital market indebtedness is defined as loans or other indebtedness represented by bonds, notes, depositary receipts or other quoted securities Source: Company data, HSBC

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Carlsberg Bond Coupon

Maturity

Issuer

Guarantor

Out amt

6.625%

12 Dec 2011 Carlsberg Finans A/S Carlsberg Breweries A/S GBP250m


Call Non-callable except for taxation reasons Negative pledge Negative pledge covers bonds, notes, debentures or other securities of the issuer, guarantor and the guarantor’s subsidiaries, but excludes those that are denominated in Danish kroner and are primarily offered to persons resident in Denmark. Put Bondholder put at par after a restructuring event and a consequent downgrade to non-investment grade ratings by either S&P/Moody’s. In the case that no senior unsecured debt is rated, then the put is valid if such debt is not assigned an investment grade rating by either S&P/Moody’s within 90 days of the restructuring event. A restructuring event is defined as any of: (i) a change of control on shares carrying >50% of the guarantor’s voting rights; (ii) sale, transfer, lease, or other disposal of property/assets representing >75% of the group’s assets over a 12-month period; (iii) the guarantor paying a dividend or shareholder distribution exceeding 50% of consolidated net worth (defined as equity on balance sheet) over a 12-month period; (iv) the guarantor buying back 50% or more of its share capital over a 12-month period; (v) the guarantor making or providing financial assistance to make acquisitions of an aggregate value exceeding 65% of consolidated net worth over a 12-month period, but excluding cases where the target is in a business similar to the ordinary business of the guarantor and its subsidiaries. Covenants None Other Events of default include cross default of the issuer, guarantor, or any principal subsidiary, subject to a carve-out equivalent to the higher of: (a) DKK200m; and (b) 3.5% of consolidated net worth. A principal subsidiary is defined as a subsidiary that represents 10% or more of the total consolidated assets or consolidated turnover of the whole group. Source: Company data, HSBC

242

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Maturity

Issuer

Guarantor

Out amt

7%

26 Feb 2013 Carlsberg Finans A/S Carlsberg Breweries A/S GBP200m


Call Non-callable except for taxation reasons Negative pledge Negative pledge covers bonds, notes, debentures or other securities of the issuer, guarantor and the guarantor’s subsidiaries, but excludes those that are denominated in Danish kroner and are primarily offered to persons resident in Denmark. Put Bondholder put at par after a restructuring event and a consequent downgrade to non-investment grade ratings by either S&P/Moody’s. In the case that no senior unsecured debt is rated, then the put is valid if such debt is not assigned an investment grade rating by either S&P/Moody’s within 90 days of the restructuring event. A restructuring event is defined as any of: (i) a change of control on shares carrying >50% of the guarantor’s voting rights; (ii) sale, transfer, lease, or other disposal of property/assets representing >75% of the group’s assets over a 12-month period; (iii) the guarantor paying a dividend or shareholder distribution exceeding 50% of consolidated net worth (defined as equity on balance sheet) over a 12-month period; (iv) the guarantor buying back 50% or more of its share capital over a 12-month period; (v) the guarantor making or providing financial assistance to make acquisitions of an aggregate value exceeding 65% of the higher of consolidated net worth and market value over a 12-month period, but excluding cases where the target is in a business similar to the ordinary business of the guarantor and its subsidiaries. Covenants None Other Events of default include cross default of the issuer, guarantor, or any principal subsidiary, subject to a GBP5m carve-out. A principal subsidiary is defined as a subsidiary that represents 25% or more of the total consolidated assets or consolidated turnover of the whole group. Source: Company data, HSBC

243

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Maturity

Issuer

Guarantor

Out amt

Type

28 May 2014 Carlsberg Breweries None 6% A/S Step up (see “Other”)

EUR1000m

Senior unsecured

7.25% 28 Nov 2016 Carlsberg Breweries None Step up A/S (see “Other”)

GBP300m

Senior unsecured

Call Non-callable except for taxation reasons Negative pledge Negative pledge covers the relevant indebtedness of the issuer and principal subsidiaries. Relevant Indebtedness is defined as bonds, notes, other listed debt or debt traded over the counter. A principal subsidiary is a subsidiary accounting for at least 10% of the consolidated assets or consolidated operating income of the issuer in the latest audited accounts, or a subsidiary to which are transferred all of the assets of a principal subsidiary. A certificate of two authorised signatories of the issuer that in their opinion a subsidiary is or is not a principal subsidiary shall be conclusive and binding on the issuer and the noteholders. Put Put at par in the event of a change of control and a rating downgrade or negative rating event by either Moody’s or Fitch during the change of control period. The period is defined as commencing on the earlier of the date of relevant CoC and the date of earliest relevant potential CoC announcement (if any, with the COC happening no more than 180 days later), and ending 90 days after relevant change of control occurs. A change of control is defined by the acquisition (indirectly or directly) of >50% of the voting rights of the issuer. A rating downgrade is defined as a downgrade to non-investment grade, or, if already below investment grade, a further downgrade of one or more notches (Ba1/BB+ to Ba2/BB being one notch), or a withdrawal of the rating. A negative rating event shall be deemed to have occurred if no rating has been assigned and the issuer does not seek to obtain a rating or if it is not at least at investment grade by the end of the CoC period. Covenants None Other Events of default include cross default of issuer/principal subsidiaries, subject to a carve-out of EUR50m equivalent. A principal subsidiary is a subsidiary accounting for at least 10% of the consolidated assets or consolidated operating income of the issuer in the latest audited accounts, or a subsidiary to which are transferred all of the assets of a principal subsidiary. Coupon steps up by 125bp in the event of a rating downgrade to non-investment grade or withdrawn by either or both Moody’s and Fitch. Subsequently, coupon steps down by 125bp in the event of a rating upgrade by both agencies to at least Baa3/BBB-. Source: Company data, HSBC

244

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Coca-Cola Enterprises Bond Coupon

Maturity

6.5% 6.5%

Issuer

Guarantor

Out amt

Type

07 Dec 2016 Coca-Cola Enterprises None Inc

GBP175m

Senior unsecured

07 Jun 2021 Coca-Cola Enterprises None Inc

GBP175m

Senior unsecured

Call Non-callable except for taxation reasons Negative pledge Negative pledge covers secured debt of Coca-Cola Enterprises Inc or any restricted subsidiary, subject to a carveout equivalent to 15% of consolidated shareholders’ equity (as shown on the consolidated financial statements of Coca-Cola Enterprises Inc as of the end of the latest fiscal year). Secured debt includes bonds, notes, debentures or other similar indebtedness that is secured by a mortgage on any principal property, or on shares or indebtedness of a restricted subsidiary. The pledge excludes, among other things, mortgages on property, shares or indebtedness of assets to-be-acquired that exist either at the time of acquisition or at 27 September 1997. Sale and leaseback transactions of principal property by Coca-Cola Enterprises Inc or any restricted subsidiary are prohibited, unless Coca-Cola Enterprises Inc /restricted subsidiary could create indebtedness secured by a mortgage upon such property at least equal in amount to the indebtedness attributable to such sale and leaseback transaction without equally and rateably securing the instruments. Other restrictions on sale and leaseback transactions also apply. A restricted subsidiary includes Coca-Cola Enterprises GB plc and any other subsidiary that owns or leases a principal property, and has most of its business or property in the US (including Puerto Rico). A principal property includes any materially important bottling plant in the USA (including Puerto Rico). Put None Covenants None Other Events of default include cross default of Coca-Cola Enterprises Inc on indebtedness of borrowed money in excess of USD15m (in excess of USD50m for Coca-Cola Enterprises Inc bond maturing 22-May-06). For bonds where the issuer is Coca-Cola Enterprises Investments Commandite Sca, the cross default covers both the issuer and Coca-Cola Enterprises Inc, with a carve-out of USD10m. Source: Company data, HSBC

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Coca-Cola Hellenic Bottling Bond Coupon

Maturity

Issuer

Guarantor

Out amt

4.375%

15 Jul 2011

Coca-Cola HBC Finance BV

Coca Cola HBC Finance EUR500m BV, Coca Cola Hellenic Bottling Co SA


Call Non-callable except for taxation reasons Negative pledge Negative pledge covers relevant indebtedness of the issuer/guarantor/material subsidiary. Relevant indebtedness is defined as any indebtedness represented by bonds, notes, debenture, debenture stock, loan stock, certificate or other quoted instrument. Material subsidiary means a subsidiary of CCHBC representing 7% or more of consolidated net sales revenues. Put None Covenants None Other Events of default include cross default of issuer/guarantor/material subsidiary on indebtedness in excess of EUR10m. Change in the controlling shareholder is also an event of default – ie if the Coca Cola Company ceases to be the direct or indirect owner of at least 20% of the issued voting share capital Source: Company data, HSBC

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Danone Bond Coupon

Maturity

5.25% 5.5%

Issuer

Guarantor

Out amt

Type

06 May 2011 Groupe Danone SA

None

EUR698m

Senior unsecured

06 May 2015 Groupe Danone SA

None

EUR675m

Senior unsecured

Call Tax call and clean-up call (see put provision) Negative pledge Negative pledge covers the relevant indebtedness of the issuer, (if applicable) guarantor, and its subsidiaries. Relevant indebtedness includes bonds, notes, debentures, loan stock or other securities, which are, or are capable of being, listed on any stock exchange or over the counter market or other securities market. Put Bondholder put at par after a change of control (CoC) and a rating downgrade within the CoC Period. Control means holding/acquisition, directly or indirectly, more than 50% of Group Danone’s voting rights. A rating downgrade means: (i) a rating withdrawal by either S&P, Moody’s and/or Fitch; (ii) a downgrade from investment grade to noninvestment grade by S&P, Moody’s and/or Fitch; or (iii) a one-notch downgrade from any non-investment grade rating by either S&P, Moody’s and/or Fitch. The CoC period begins on the date of the first public announcement of the CoC and ends 90 days thereafter, or commencing 180 days prior to the date of the first public announcement and ending on the date of the announcement. The issuer has a clean-up call if 80% or more of the bonds have been tendered following the activation of the clause. Covenants None Other Events of default include cross default of the issuer and principal subsidiaries on obligations subject to a EUR75m carve-out. A principal subsidiary is a subsidiary of Groupe Danone or Danone Finance accounting for at least 15% of the total consolidated assets or gross consolidated revenues of Groupe Danone or Danone Finance in the latest audited accounts, or a subsidiary to which are transferred all or most of the assets of a previous principal subsidiary. Source: Company data, HSBC

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Danone Bond Coupon

Maturity

Issuer

6.375%

04 Feb 2014 Danone Finance SA

Guarantor

Out amt

Type

Groupe Danone SA

EUR702m

Senior unsecured

Call Tax call and clean-up call (see put provision) Negative pledge Negative pledge covers relevant indebtedness of the issuer or guarantor. Relevant indebtedness includes bonds or notes issued by the issuer or any of its subsidiaries or the guarantor which is, or is capable of being, quoted, listed or ordinarily dealt in on any stock exchange or any other securities market. The negative pledge does not apply to subordinated notes. Put Bondholder put at par after a change of control (CoC) and a rating downgrade within the CoC period. Control means the acquisition/control of 50% of Groupe Danone’s voting rights, this excludes any entity under control of Groupe Danone prior to the CoC. A rating downgrade means: (i) a rating withdrawal by either S&P or Fitch; (ii) a downgrade from investment grade to non-investment grade by either S&P or Fitch; or (iii) a one-notch downgrade from any noninvestment grade rating by either S&P or Fitch. The CoC period means (1) the period from the date of the first public announcement of the relevant CoC and ending 90 days thereafter; or (2) the period commencing 180 days before the date of first public announcement of the relevant CoC and ending on the date of the announcement. The issuer has a clean-up call if 80% or more of the bonds have been tendered following the activation of the clause. Covenants None Other Events of default include cross default of issuer/principal subsidiaries, subject to a carve-out of EUR100m. A principal subsidiary is a subsidiary of Groupe Danone or Danone Finance accounting for at least 15% of the total consolidated assets or gross consolidated revenues of Groupe Danone or Danone Finance in the latest audited accounts, or a subsidiary to which are transferred all or most of the assets of a previous principal subsidiary. Source: Company data, HSBC

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Fonterra Bond Coupon

Maturity

Issuer

Guarantor

4.875%

11 Apr 2013 Fonterra Co-operative None Group Ltd

Out amt

Type

GBP250m

Senior unsecured

Call Non-callable except for taxation reasons Negative pledge Negative pledge covers relevant indebtedness of the issuer/principal subsidiaries. Relevant indebtedness is defined as any indebtedness represented by bonds, notes, debenture, debenture stock, loan stock, certificate or other quoted instruments. Principal subsidiaries mean any subsidiary representing at least 10% of total assets or total net sales Put None Covenants None Other Events of default include cross default of issuer/subsidiaries on indebtedness in excess of the greater of 1% of total assets and NZD10m Source: Company data, HSBC

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Fonterra Bond Coupon

Maturity

Issuer

Guarantor

9.375%

04 Dec 2023 Fonterra Co-operative None Group Ltd

Out amt

Type

GBP225m

Senior unsecured

Call Non-callable except for taxation reasons Negative pledge Negative pledge covers relevant indebtedness of the issuer/principal subsidiaries. Relevant indebtedness is defined as any indebtedness represented by bonds, notes, debenture, debenture stock, loan stock, certificate or other quoted instruments. Principal subsidiaries mean any subsidiary representing at least 10% of total assets or total net sales Put Put at par in the occurrence of a change of control and a rating downgrade by either Moody’s, S&P or Fitch during the change of control period. The period is defined as commencing on the earlier of the date of relevant CoC and the date of the earliest relevant potential CoC announcement, and ending 120 days after relevant change of control occurs (if under review before end of CoC, the CoC period is extended by 90 days from the date of such announcement). A change of control is defined by the acquisition (indirectly or directly) of >50% of the voting rights of the issuer. CoC does not apply where: i) the shareholders of such company is restricted to New Zealand diary farmers; ii) voting rights allocated to the NZ diary farmers are similar to that of the issuer as at 4 December 2008; and iii) no single NZ dairy farmer has 50% voting rights in such company. A rating downgrade is defined as a downgrade to non-investment grade, or, if already below investment grade, a further downgrade of one or more notches, or a withdrawal of the rating. Covenants None Other Events of default include cross default of issuer/subsidiaries on indebtedness in excess of the greater of 1% of total assets and NZD10m Source: Company data, HSBC

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Heineken Bond Coupon

Maturity

7.125% 7.25%

Issuer

Guarantor

Out amt

Type

07 Apr 2014 Heineken NV

None

EUR1000m

Senior unsecured

10 Mar 2015 Heineken NV

None

GBP400m

Senior unsecured

Call Tax call/Clean-up call (see put provision) Negative pledge Negative pledge covers capital market indebtedness of the Issuer. Capital market indebtedness includes bonds, notes or other securities that are or are capable of being quoted, listed, dealt or traded on any stock exchange or recognised securities market. Put Put at par following a change of control (ownership of >50% of shares with voting power or the right to control the composition of the majority of the board). Acquisition of control by family members or their successors by inheritance does not constitute a put event. The issuer has a clean-up call if 80% or more of the bonds have been tendered following the activation of the clause. Covenants None Other Events of default include cross default on capital market indebtedness of the issuer, subject to a carve-out of EUR25m. Source: Company data, HSBC

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HJ Heinz Bond Coupon

Maturity

Issuer

Guarantor

6.25%

18 Feb 2030 Heinz (H.J.) Finance HJ Heinz Company Plc

Out amt

Type

GBP125m

Senior unsecured

Call Non-callable except for taxation reasons Negative pledge Negative pledge covers bonds, notes, debentures or other listed securities of the guarantor/subsidiaries. Carves out secured debt representing less than 10% of consolidated adjusted net assets (defined as total assets appearing on the most recently prepared consolidated balance sheet of the guarantor/subsidiaries as at the end of the fiscal quarter of the guarantor, prepared under US GAAP less all current liabilities due within one year. Subsidiaries mean any corporation, association or other business entity which is accounted for on a fully consolidated basis by the guarantor Put None Covenants None Other Events of default include cross default of the issuer/guarantor on bonds, notes, debentures or other quoted debt securities Source: Company data, HSBC

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Pernod Ricard Bond Coupon

Maturity

1.154% 4.625%

Issuer

Guarantor

Out amt

Type

06 Jun 2011 Pernod Ricard

None

EUR300m

Senior unsecured

06 Dec 2013 Pernod Ricard

None

EUR550m

Senior unsecured

Call Non-callable except for taxation reasons Negative pledge Negative pledge covers relevant indebtedness of the issuer/principal subsidiaries. Relevant indebtedness is defined as any indebtedness represented by bonds or other securities that are quoted, listed, traded on any stock exchange, OTC or other securities market. Principal subsidiaries means a subsidiary that represents no less than 10% of the group’s total gross assets. Put Bondholder put at par if there is: (a) a change of control (CoC); and (b) a negative rating event occurring within the CoC period. Control means a person or group of persons acting in concert to directly or indirectly gain control of the Issuer, but excludes SA Paul Ricard or any group acting in concert with them. A negative rating event means: (a) if the corporate credit rating (CCR) is non-investment grade with either S&P or Moody’s and there is a downgrade from either S&P or Moody’s, with the result being that both S&P and Moody’s CCR end up below Ba2/BB; (b) if both S&P and Moody’s CCR are investment grade and both are downgraded to below investment grade; or (c) either the S&P or Moody’s rating is withdrawn as a result of the CoC. The CoC period is the period commencing from the first formal public announcement of the CoC and up to 90 days after. Covenants None Other Events of default include cross default of issuer/principal subsidiary on indebtedness in excess of EUR75m. Source: Company data, HSBC

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Maturity

Issuer

7%

15 Jan 2015 Pernod Ricard

Guarantor

Out amt

Type

None

EUR800m

Senior Unsecured

Call Non-callable except for taxation reasons Negative pledge Negative pledge covers the relevant indebtedness of the issuer, which means bonds, notes or other securities which are capable of being, quoted, listed or ordinarily traded on any stock exchange, OTC market or other securities market. Put Put at par in case of change of control (direct/indirect control of the issuer) resulting in a rating downgrade by one full notch below Ba1/BB+ within the change of control period (90 days after the announcement of the change of control). Covenants None Other Events of default include cross default of the issuer/principal subsidiary on indebtedness in excess of EUR100m. Source: Company data, HSBC

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Maturity

Issuer

Guarantor

6.625%

18 Apr 2011 Allied Domecq Allied Domecq Plc Financial Services Plc

Out amt

Type

GBP450m

Senior unsecured

Call Non-callable except for taxation reasons Negative pledge Negative pledge covers non-sterling denominated obligations (bonds, debentures and other quoted securities) of the Issuer and subsidiaries Put None Covenants None Other Events of default include cross default of issuer/any principal subsidiary on indebtedness in excess of GBP25m. A principal subsidiary is defined as a subsidiary whose gross assets represent at least 20% of the consolidated gross assets, or whose annualised turnover represent at least 20% of consolidated annualised turnover, as shown in the most recent published audited consolidated accounts. Source: Company data, HSBC

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Maturity

Issuer

Guarantor

6.625%

12 Jun 2014 Allied Domecq Allied Domecq Plc Financial Services Plc

Out amt

Type

GBP250m

Senior unsecured

Call Non-callable except for taxation reasons Negative pledge Negative pledge covers non-sterling-denominated obligations (bonds, debentures and other quoted securities) of the issuer and principal subsidiaries. A principal subsidiary is defined as a subsidiary whose gross assets represent at least 20% of the consolidated gross assets, or whose annualised turnover represent at least 20% of consolidated annualised turnover as shown by the most recent published audited consolidated accounts Put None Covenants None Other Events of default include cross default of issuer/any principal subsidiary on indebtedness in excess of GBP35m. Source: Company data, HSBC

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SABMiller Bond Coupon

Maturity

Issuer

4.5%

20 Jan 2015 SABMiller plc

Guarantor

Out amt

Type

None

EUR1000m


Call Non-callable except for taxation reasons Negative pledge Negative pledge covers the relevant indebtedness of the issuer/principal subsidiaries (bonds, notes, debentures or other securities which are capable of being quoted, listed or dealt in or traded on any stock exchange or OTC market with maturities >365 days) but excludes permitted security interest Put Put at par in case of change of control (interest in more than 50% of the shares/voting rights) resulting in a rating downgrade to non-investment grade or by one or more rating categories if the ratings are already non-investment grade within the change of control period (90 days after the occurrence of the change of control). Covenants None Other Events of default include cross default of the issuer/principal subsidiaries on indebtedness in excess of USD125m Source: Company data, HSBC

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Suedzucker Bond Coupon

Maturity

Issuer

Guarantor

5.75%

27 Feb 2012 Suedzucker Suedzucker AG International Finance BV

Out amt

Type

EUR500m

Senior unsecured

Call Non-callable except for taxation reasons Negative pledge Negative pledge covers bonds, notes, debentures or similar debt instruments of the issuer Put None Covenants None Other Events of default include cross default of issuer/guarantor on borrowing obligations defined as bonds, notes or other debt instruments, or any other loan indebtedness of an amount of at least EUR15m Source: Company data, HSBC

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Tate & Lyle Bond Coupon

Maturity

Issuer

Guarantor

6.5%

28 Jun 2012 Tate & Lyle Tate & Lyle Plc International Finance Plc

Out amt

Type

GBP100m

Senior unsecured

Call Non-callable except for taxation reasons Negative pledge Negative pledge covers relevant indebtedness of the issuer/guarantor/principal subsidiary. Relevant indebtedness means any indebtedness which: a) has a maturity of over one year; b) is represented by bonds, notes, debentures, loan stock or other quoted securities denominated in a currency other than the domestic currency (ie applies to nonsterling-denominated debt) or as to more than 50% are issued, placed or offered outside the domestic sterling market Put None Covenants None Other Events of default include cross default of issuer/guarantor/principal subsidiary on indebtedness for borrowed monies in excess of GBP10m. Principal subsidiary is defined as a subsidiary representing more than 15% of consolidated turnover or total net profits or total net worth Source: Company data, HSBC

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Tate & Lyle Bond Coupon

Maturity

Issuer

Guarantor

25 Nov 2019 Tate & Lyle Tate & Lyle Plc 6.75% Step Up International Finance (see “Other”) Plc

Out amt

Type

GBP200m

Senior unsecured

Call Non-callable except for taxation reasons Negative pledge Negative pledge covers relevant indebtedness of the issuer/guarantor/principal subsidiary. Relevant indebtedness means any indebtedness which: a) has a maturity of over one year; b) is represented by bonds, notes, debentures, loan stock or other quoted securities denominated in a currency other than the domestic currency (ie applies to nonsterling denominated debt), or as to more than 50% are issued, placed or offered outside the domestic sterling market Put Bondholder put at par after a put event. A put event occurs when there is a change of control and, as a result, the bonds are downgraded by S&P and/or Moody’s from an investment grade rating to a non-investment grade rating within 120 days. If the bonds already carry a non-investment grade rating from each rating agency or if the bonds are not rated, a put event will be deemed to occur in the event of a change of control alone. Covenants None Other Events of default include cross default of issuer/guarantor/principal subsidiary on indebtedness for borrowed monies in excess of GBP10m. Principal subsidiary is defined as a subsidiary representing more than 15% of consolidated turnover or total net profits or total net worth. Coupon steps up by 125bp in the case of a rating downgrade to noninvestment grade or if the rating is withdrawn by Moody’s and/or S&P. Subsequently, coupon steps down by 125bp in the event that none of the rating agencies give a rating below investment grade. Source: Company data, HSBC

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Consumer Services

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Accor Bond Coupon

Maturity

6.5% 7.5%

Issuer

Guarantor

Out amt

Type

06 May 2013 Accor

None

EUR600m

Senior unsecured

04 Feb 2014 Accor

None

EUR600m

Senior unsecured

Call Non-callable except for taxation reasons Negative pledge Negative pledge covers relevant debt of the issuer. Relevant debt includes bonds, notes or debentures that are, or are capable of being, quoted, listed or ordinarily dealt in on any stock exchange. Put Put at par in the event of a change of control and a rating downgrade by either Moody’s, S&P or Fitch during the change of control period. The period is defined as commencing on the earlier of the date of relevant CoC and the date of earliest relevant potential CoC announcement, and ending 90 days after the relevant change of control occurs. A change of control is defined by the acquisition (indirectly or directly) of >50% of the voting rights of the Issuer. A rating downgrade is defined as a downgrade to non-investment grade, or if already below investment grade, a further downgrade of one or more notches, or a withdrawal of the rating. Covenants None Other Events of default include cross default of the issuer on indebtedness in excess of EUR100m. Source: Company data, HSBC

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Carnival Bond Coupon

Maturity

Issuer

4.25%

27 Nov 2013 Carnival Plc

Guarantor

Out amt

Type

Carnival Corp

EUR750m

Senior unsecured

Call Non-callable except for taxation reasons Negative pledge Negative pledge covers notes, bonds, debentures or similar indebtedness of the issuer/guarantor that have original maturity of more than one year and not existing before 22 November 2006. This excludes: (i) any security interest upon a company that is acquired by the issuer or guarantor after 22 November 2006 where such security interest is created before the acquisition date and not in relation to the acquisition; (ii) any security interest on debt incurred with a specific project where recourse is more than 85% limited to such assets. Put Bondholder put at par after a put event. Put event occurs when any person or persons acting in concert own shares (directly or indirectly) representing more than 50% of voting rights, and within 90 days, either: (A) the bonds are downgraded from an investment grade rating to a non-investment grade rating; (B) the bonds already carry a noninvestment grade rating and are downgraded by at least one further notch; or (C) the bonds carry no rating and no investment grade rating is assigned within 90 days. The relevant rating agencies are Moody’s and S&P. Covenants None Other None Source: Company data, HSBC

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Carnival Bond Coupon

Maturity

Issuer

25 Jun 2012 Carnival Plc 7.125% Step up (see “Other”)

Guarantor

Out amt

Type

P&O Princess Cruises International Ltd.

GBP200m

Senior unsecured

Call Non-callable except for taxation reasons Negative pledge Negative pledge covers notes, bonds, debentures or similar indebtedness of the issuer and any subsidiary of which the issuer directly or indirectly owns at least 80% of voting shares. This is subject to a carve-out equivalent to 20% of consolidated net tangible assets of the issuer and its subsidiaries, as calculated in the audited consolidated balance sheet in the latest annual report. The carve-out is applicable to the aforementioned indebtedness plus the lower of: (a) the fair value of the property; and (b) the present value of rental payments (using a discount rate equal to the interest on the notes) in respect of sale and leaseback transactions. Sale and leaseback transactions of a principal property by the issuer or any subsidiary are prohibited, unless: (a) the property can be secured within the negative pledge but without equally securing the notes, (b) the transaction takes place between the issuer and subsidiaries, (c) the lease term is less than three years; or (d) the property concerned is the M.V. Golden Princess. A principal property is a ship or property with net book value exceeding the higher of GBP25m and 0.5% of the consolidated net tangible assets, or shares in the capital of any subsidiary owning such ship or property. There are also several other terms in the documentation; please refer to the prospectus for further details. Put Bondholder put at par after a put event. A put event occurs when an offer is made for more than 50% of the shares and voting rights of the issuer, and within 90 days, either: (A) the bonds are downgraded from an investment grade rating to a non-investment grade rating; (B) the bonds already carry a non-investment grade rating and are downgraded by at least one further notch; or (C) the bonds carry no rating and no investment grade rating is assigned within 90 days. The relevant rating agencies are Moody’s and S&P. Covenants None Other Events of default include default of the issuer, guarantor and any principal subsidiary, subject to a carve-out of the greater of GBP25m and 0.5% of the consolidated net tangible assets. A principal subsidiary is a subsidiary whose relevant total assets or total turnover are 10% or more of the consolidated relevant total assets or total turnover. Relevant total assets equal the total assets of the subsidiary less all receivables due from the issuer and all subsidiaries and less all intangible assets. If the notes are downgraded from an investment grade rating to a non-investment grade rating by either S&P or Moody’s, the coupon will be increased by 1% pa. If the notes are subsequently upgraded back to an investment grade rating by both S&P and Moody’s, the coupon will be decreased by 1% pa. Source: Company data, HSBC

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Compass Bond Coupon

Maturity

Issuer

6.375%

29 May 2012 Compass Group Plc

Guarantor

Out amt

Type

None

GBP325m

Senior unsecured

Call Non-callable except for taxation reasons Negative pledge Negative pledge covers relevant indebtedness of the issuer and any principal subsidiary. Relevant indebtedness includes bonds, notes, loan stock, depositary receipts or other securities which, on their date of issue, are or are intended to be quoted, listed, traded or dealt in on any stock exchange, OTC or other securities market. The definition excludes indebtedness that is denominated in GBP or of which over 20% is distributed or intended to be distributed outside the UK. A principal subsidiary is a subsidiary whose turnover or gross assets represent 10% or more of the consolidated turnover or gross assets in the latest published audited accounts. Put Bondholder put at par after a put event. A put event occurs when there is a restructuring event, and within 90 days of the restructuring event the bonds are downgraded from an investment grade rating to a non-investment grade rating or have their rating withdrawn. The relevant rating agencies are Moody’s and S&P. A restructuring event includes: (A) an offer is made for more than 50% of the shares and voting rights of the issuer; (B) within any 12-month period, the issuer and/or any subsidiary sells, transfers, leases or disposes of the majority of its undertaking/property/assets (except when in the ordinary course of its business); (C) within any 12-month period, the issuer pays or declares dividends exceeding 50% of consolidated tangible net worth; (D) buybacks of 50% or more of its shares occur in any 12-month period; (E) within any 12-month period, the issuer acquires, or provides financial assistance for the acquisition of, assets where the cost or value of assistance exceeds 50% of consolidated tangible net worth, excluding any acquisitions of or financial assistance to subsidiaries and their assets. Covenants None Other Events of default include default of the issuer and any material subsidiary, subject to a carve-out of the greater of GBP10m and 1.5% of shareholders’ funds adjusted for goodwill written off. Source: Company data, HSBC

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Compass Bond Coupon

Maturity

Issuer

7%

08 Dec 2014 Compass Group Plc

Guarantor

Out amt

Type

None

GBP250m

Senior unsecured

Call Non-callable except for taxation reasons Negative pledge Negative pledge covers relevant indebtedness of the issuer and any subsidiary. Relevant indebtedness includes bonds, notes or other securities which have a maturity of more than one year, and are quoted, listed, traded or dealt in on any stock exchange. If such indebtedness is denominated in pounds sterling or euro, then the pledge applies only if it is not primarily distributed to persons resident in the UK. If such indebtedness is denominated in any other currency, then the pledge applies only if it is not primarily distributed to persons resident in the jurisdiction of such currency. Put Bondholder put at par after a put event. A put event occurs when there is a restructuring event, and, within 90 days of the restructuring event, the bonds are downgraded from an investment grade rating to a non-investment grade rating or have their rating withdrawn. The relevant rating agencies are Moody’s and S&P. A restructuring event includes: (A) an offer is made for more than 50% of the shares and voting rights of the issuer; (B) within any 12month period, the issuer and/or any subsidiary sells, transfers, leases or disposes of the majority of its undertaking/property/assets (except when in the ordinary course of its business); (C) within any 12-month period, the issuer pays or declares dividends exceeding 50% of consolidated tangible net worth; (D) buybacks of 50% or more of its shares occur in any 12-month period; (E) within any 12-month period, the issuer acquires, or provides financial assistance for the acquisition of, assets where the cost or value of assistance exceeds 50% of consolidated tangible net worth, excluding any acquisitions of or financial assistance to subsidiaries and their assets. Covenants None Other Events of default include default of the issuer and any principal subsidiary, subject to a carve-out of the greater of GBP10m and 1% of issued share capital and consolidated reserves as shown in the latest audited consolidated accounts. A principal subsidiary is defined as a subsidiary whose gross assets or pre-tax profits exceed 10% of the consolidated gross assets or pre-tax profits. Source: Company data, HSBC

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Experian Bond Coupon

Maturity

Issuer

5.625%

12 Dec 2013 GUS Plc

Guarantor

Out amt

Type

None

GBP335m

Senior unsecured

Call Non-callable except for taxation reasons Negative pledge Negative pledge covers the relevant indebtedness of the issuer and its subsidiaries. Relevant indebtedness is defined as bonds, notes and other listed debt. The definition excludes listed loans primarily and initially offered to investors in the UK or denominated in sterling, debt maturing within one year as well as non-recourse debt. Put Bondholder put at par on change of control on the issuer’s holding company and: (1) consequent downgrade to noninvestment grade by S&P or Moody’s; or (2) if the notes are not rated by either S&P or Moody’s. Covenants None Other Events of default include default of the issuer and material subsidiaries subject to a GBP20m carve out. A material subsidiary is defined as a subsidiary accounting for at least 10% of consolidated turnover in the most recently published audited accounts. A certificate signed by two directors of the issuer, stating that a subsidiary is or is not a material subsidiary, is binding on all parties provided that the figures used in that certificate have been confirmed in writing by the auditors as being extracted from the most recently published audited accounts. Source: Company data, HSBC

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Experian Bond Coupon

Maturity

Issuer

Guarantor

4.75%

04 Feb 2020 Experian Finance plc Experian plc

Out amt

Type

EUR500m

Senior unsecured

Call Non-callable except for taxation reasons Negative pledge Negative pledge covers the relevant indebtedness of the issuer, the guarantors and its material subsidiaries. Relevant indebtedness is defined as bonds, notes, debentures, loan stock or any similar instrument. Material subsidiaries are deemed any subsidiary which constitutes more than 10% of the issuer’s consolidated revenue, as reflected in the issuer’s consolidated financial statements. Put Bondholder put at par on change of control on the issuer’s holding company and: (1) consequent downgrade to noninvestment grade by S&P or Moody’s; or (2) if the notes are not rated by either S&P or Moody’s. Covenants None Other Events of default include default of the issuer and material subsidiaries subject to a USD75m carve-out. Source: Company data, HSBC

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InterContinental Hotels Bond Coupon

Maturity

Issuer

09 Dec 2016 InterContinental 6% Step up Hotels Group plc (see “Other”)

Guarantor

Out amt

InterContinental Hotels GBP250m Ltd, Six Continents Ltd


Call Spens call – at higher of par or 0.5% + gross redemption yield of UKT 4% 2016. Also callable for taxation reasons. Negative pledge Negative pledge covers relevant indebtedness of the issuer, the guarantors and its material subsidiaries. Relevant indebtedness is defined as bonds, notes, debentures, debenture stock, loan stock or other securities which have a maturity over one year. Significant subsidiaries are deemed any subsidiary whose gross assets represent 10% or more of the issuer’s consolidated gross assets or whose EBITDA represents 5% or more of the consolidated EBITDA of the group, as calculated in the most recent audited financial statements. Put Bondholder put at par after a put event. A put event occurs when any person or persons acting in concert own shares (directly or indirectly) representing more than 50% of voting rights, and within 90 days, either: (A) the bonds are downgraded from an investment grade rating to a non-investment grade rating; (B) the bonds already carry a non-investment grade rating and are downgraded by at least one further notch; or (C) the bonds carry no rating and no investment grade rating is assigned within 90 days. The relevant rating agencies are S&P, Moody’s and Fitch. Covenants None Other Events of default include cross default of issuer/guarantor on indebtedness, subject to a carve-out of USD50m equivalent. Coupon steps up by 125bp in the event of a rating downgrade to non-investment grade or if the rating is withdrawn by Moody’s, S&P and/or Fitch. Subsequently, coupon steps down by 125bp in the event that none of the rating agencies give a rating below investment grade. Source: Company data, HSBC

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McDonald’s Bond Coupon

Maturity

Issuer

Guarantor

Out amt

Type

6.25%

20 Jul 2012

McDonald’s Corp

None

EUR300m

Senior unsecured

6.375%

03 Feb 2020 McDonald’s Corp

None

GBP200m

Senior unsecured

5.875%

23 Apr 2032 McDonald’s Corp

None

GBP250m

Senior unsecured

Call For 2012 bond: make-whole call – reference rate is 10bp plus the mid-rate yield of the straight-line interpolation between two market-accepted constituents of the French government yield curve to match the maturity of the bond; For 2020 bond: spens call – reference UKT 8% 2021; For 2032 bond: spens call – reference UKT 4.25% 2032. Bonds also callable for taxation reasons. Negative pledge Negative pledge covers the public indebtedness of the issuer and affects only real property mortgages, defined as mortgages on land, leases and buildings. Public indebtedness is defined as debt incurred in connection with an acquisition evidenced by securities publicly distributed. Put None Covenants None Other Events of default include default of the issuer. Source: Company data, HSBC

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Royal Caribbean Cruises Bond Coupon

Maturity

Issuer

5.625%

27 Jan 2014 Royal Caribbean Cruises Ltd

Guarantor

Out amt

Type

None

EUR1000m

Senior unsecured

Call Non-callable except for taxation reasons Negative pledge Negative pledge covers secured debt of the issuer and restricted subsidiaries, excluding permitted encumbrances and subject to a carve-out of such amount equivalent to 10% of the consolidated net tangible assets. Secured debt means debt which is secured by a mortgage on a principal property (owned or leased property that has a net book value exceeding 5% of the consolidated net tangible assets). Restricted subsidiaries are subsidiaries that own or lease a principal property. Permitted encumbrances include: mortgages existing at the time of issue; mortgages in favour of the Issuer or any restricted subsidiary; certain purchase money mortgages to secure the purchase price or construction cost of property; among others. Put Put at 101% of the par if there is a change of control (CoC) and this is followed by: (i) a decrease in ratings such that after such downgrade the notes are not rated investment rate or (ii) withdrawal of ratings, within the Coc period. CoC is defined as any interest in more than 50% of voting rights, excluding by A. Wilhelmsen AS, Cruise Associates or its affiliates; or a transfer/lease of substantially all of the company’s properties and assets as an entirety to a third party. The CoC period is the period commencing from the public announcement of the CoC and up to 90 days after, although this can be extended to 180 days if the ratings are under review, provided that the review was initiated within 90 days of the CoC. Covenants Restriction on sale and leaseback transactions covers the issuer and restricted subsidiaries for transactions involving principal properties. A sale and leaseback can only take place if: (a) secured debt can be raised on the relevant principal properties without breaching the negative pledge clause; or (b) the asset is sold for at least its market value and within a year all of the net proceeds are used to buy back debt or purchase properties. Other Events of default include default of the issuer subject to a USD50m carve-out. Source: Company data, HSBC

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Sodexo Bond Coupon

Maturity

Issuer

Guarantor

4.5%

28 Mar 2014 Sodexho Alliance SA Sodexho Inc.

Out amt

Type

EUR500m

Senior unsecured

Call Non-callable except for taxation reasons Negative pledge Negative pledge covers the relevant debt of the issuer. A relevant debt is defined as bonds, notes, or other listed debt traded on an exchange or over the counter. Put Bondholder put at par after a change of control (CoC) and a rating downgrade within the CoC period. Control means any person or persons acting in concert coming to own shares representing more than 50% of the issuer’s voting rights, but this excludes any company or legal entity whose share capital and voting rights are controlled by Pierre Bellon and his heirs/successors. A rating downgrade means: (i) a rating withdrawal by either S&P or Fitch; (ii) a downgrade from investment grade to non-investment grade by either S&P or Fitch; or (iii) a downgrade from any non-investment grade rating by either S&P or Fitch, provided that this action results from the CoC. The CoC period begins on the date of the first public announcement of the result of the CoC and ends 90 days after (inclusive). Alternatively, the put can also be triggered if a rating downgrade occurs as a result of a CoC or potential CoC (any public announcement by the issuer or a potential bidder regarding a potential CoC) within the potential CoC period (120 days prior to the first public announcement of the result of the CoC). Covenants None Other Events of default include default of the issuer and material subsidiaries, subject to a EUR50m carve-out. A material subsidiary is a subsidiary accounting for 10% of consolidated revenues, operating profit, or gross assets in the latest audited financial statements. Events of default also include any adverse rating action, which is defined as a downgrade/credit watch/negative outlook resulting solely from the removal of the guarantee from Sodexho Inc on Sodexho Alliance for any other reason than by law. Source: Company data, HSBC

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Sodexo Bond Coupon

Maturity

Issuer

Guarantor

6.25%

30 Jan 2015 Sodexho Alliance SA None

Out amt

Type

EUR880m

Senior unsecured

Call Non-callable except for taxation reasons Negative pledge Negative pledge covers the relevant debt of the issuer. Relevant debt is defined as bonds, notes, or other listed debt traded on an exchange or over the counter. Put Bondholder put at par after a change of control (CoC) or potential CoC and a rating downgrade within the CoC period or potential CoC period. Control means any person or persons acting in concert coming to own shares representing more than 50% of the issuer’s voting rights, but this excludes any entity whose share capital and voting rights are controlled by Pierre Bellon and his heirs/successors. A rating downgrade means: (i) a rating withdrawal by any agency solicited by the issuer; (ii) a downgrade from investment grade to non-investment grade by any agency solicited by the issuer; or (iii) a one-notch downgrade from any non-investment grade rating by any agency solicited by the issuer, provided that this action results from the CoC. The CoC period begins on the date of the first public announcement of the result of the CoC and ends 90 days after (inclusive). The potential CoC period begins 120 days prior to the first public announcement of the result of the CoC and ends on the date of such announcement. Covenants None Other Events of default include default of the issuer and material subsidiaries, subject to a EUR50m carve-out. A material subsidiary is a subsidiary accounting for 10% of consolidated revenues, operating profit, or gross assets in the latest audited financial statements. Events of default also include any adverse rating action, which is defined as a downgrade/credit watch/negative outlook resulting solely from the removal of the guarantee from Sodexho Inc on Sodexho Alliance for any other reason than by law. Source: Company data, HSBC

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Thomas Cook Bond Coupon

Maturity

6.75% 7.75%

Issuer

Guarantor

Out amt

Type

22 Jun 2015 Thomas Cook Group plc Multiple subsidiaries

EUR400m

Senior unsecured

22 Jun 2017 Thomas Cook Group plc Multiple subsidiaries

GBP300m

Senior unsecured

Call Non-callable except for taxation reasons Negative pledge Negative pledge covers financial indebtedness of the issuer, the guarantors and its material subsidiaries. Financial indebtedness is defined as bonds, notes, debentures, loan stock or any similar instrument. Material subsidiaries are deemed any subsidiary which constitutes 10% or more of the issuer’s revenue, EBITDAR or gross assets, respectively, as reflected in the issuer’s most recent consolidated audited financial statements. Put Bondholder put at par if there is a change of control (CoC) and within the CoC period (within 90 days of the announcement) the issuer is unable to acquire and maintain an IG rating (poison put). CoC is defined as any interest in more than 50% of voting rights. The relevant rating agencies are S&P, Moody’s and Fitch. Covenants None Other Events of default include cross default of issuer/guarantor/any material subsidiary on indebtedness, subject to a carve-out of GBP50m equivalent. The coupon steps up by 125bp if the notes have not been rated by at least two rating agencies before the first interest payment date. Source: Company data, HSBC

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Personal & Household goods

275

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Fortune Brands Bond Coupon

Maturity

Issuer

4%

30 Jan 2013 Fortune Brands Inc

Guarantor

Out amt

Type

None

EUR500m

Senior unsecured

Call Non-callable except for taxation reasons Negative pledge Negative pledge covers: (a) secured debt of the issuer and restricted subsidiaries; and (b) long-term debt (ie original maturity of more than one year) of restricted subsidiaries. Restricted subsidiaries include domestic subsidiaries that are not primarily involved in business related to finance, insurance, real estate, energy or transportation. There are several carve-outs in the clause; for example, restrictions on part (a) exclude mortgages that exist at the time of or are linked to a merger/acquisition of a corporation; and (b) exclude debt owed to the issuer or another restricted subsidiary. Please see the prospectus for further details. Put None Covenants The notes include restrictions on: (a) sale and leaseback transactions of major facilities, by the issuer or any restricted subsidiary, for periods exceeding five years unless fair value is received for the sale, and the net proceeds are used to pay down debt which is senior to the notes; and (b) transfers of property, by the issuer or any restricted subsidiary, to any non-restricted subsidiary. There are also limitations on mergers, which specify that should the issuer merge/consolidate with/into another corporation or sell substantially all of its assets to another corporation, then the successor corporation shall be substituted as obligor under the notes. Other No cross default Source: Company data, HSBC

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Henkel Bond Coupon

Maturity

4.25% 4.625%

Issuer

Guarantor

Out amt

Type

10 Jun 2013 Henkel AG & Co KGaA

None

EUR1000m

Senior unsecured

19 Mar 2014 Henkel AG & Co KGaA

None

EUR1000m

Senior unsecured

Call Non-callable except for taxation reasons Negative pledge Negative pledge covers capital market indebtedness of the issuer. Capital market indebtedness includes bonds, notes or other securities that are or are capable of being quoted, listed, dealt or traded on any stock exchange or recognised securities market. Put None Covenants None Other Events of default include default on capital market indebtedness of the issuer, subject to a carve-out of EUR25m. Source: Company data, HSBC

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Liz Claiborne Bond Coupon

Maturity

Issuer

Guarantor

Out amt

Type

5%

08 Jul 2013

Liz Claiborne Inc

None

EUR350m

Senior unsecured

Call Make-whole call – at higher of par and 0.15% + (gross redemption yield of such European government bond whose maturity is closest to the maturity of the notes). Also callable for taxation reasons. Negative pledge Negative pledge covers indebtedness of the issuer and any wholly owned domestic subsidiary, but is subject to a number of carve-outs. The pledge excludes letters of credit, debt pledged on property or assets to-be-acquired and related refinancing, debt up to USD250m on fixed or capital assets that are acquired or constructed and related refinancing, and any existing debt that existed as at 5 July 2006 up to USD1,100m. There is also a general carve-out of USD250m. Put Bondholder put at par after a put event. Put event occurs when there is a change of control (CoC) of 50% of voting rights and as a result, either: (A) the bonds are downgraded by S&P and/or Moody’s and/or Fitch from an investment grade rating to a non-investment grade rating; (B) the bonds already carry a non-investment grade rating and are downgraded by S&P and/or Moody’s and/or Fitch by at least one further notch; or (C) the bonds carry no rating and no investment grade rating is assigned by S&P and/or Moody’s and/or Fitch. The rating action must occur within the CoC period, which starts from the earlier of the first public CoC announcement and first relevant potential CoC announcement, and ends 90 days after the CoC (the period is extended by a maximum of 60 days if the rating is placed under review within the CoC period and remain so 90 days after the CoC). Covenants None Other Events of default include default of the issuer and any wholly-owned domestic subsidiary, subject to a carve-out of USD100m. Source: Company data, HSBC

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Polo Ralph Lauren Bond Coupon

Maturity

Issuer

4.5%

04 Oct 2013 Polo Ralph Lauren Corporation

Guarantor

Out amt

Type

None

EUR209.196m Senior unsecured

Call Make-whole call – reference Bunds 3.75% July 2013. Also callable for taxation reasons. Negative pledge Negative pledge covers debt of the issuer or any subsidiary, subject to a carve-out equivalent to 10% of consolidated net assets of the issuer, as calculated in the latest consolidated balance sheet (under US GAAP). Debt includes bonds, notes, debentures or other debt securities. The carve-out is applicable to debt plus the present value of rental payments in respect of sale and leaseback transactions. Sale and leaseback transactions of offices and facilities by the issuer or any subsidiary are prohibited, unless: (a) the property can be secured within the negative pledge but without equally securing the notes; (b) the transaction takes place between the issuer and subsidiaries; or (c) the lease term is less than three years. Put Bondholder put at par after a put event. A put event occurs when there is a change of control (CoC) of 50% of voting rights and as a result, either: (A) the bonds are downgraded by S&P and/or Moody’s and/or Fitch from an investment grade rating to a non-investment grade rating; (B) the bonds already carry a non-investment grade rating and are downgraded by S&P and/or Moody’s and/or Fitch by at least one further notch; or (C) the bonds carry no rating and no investment grade rating is assigned by S&P and/or Moody’s and/or Fitch. The rating action must occur within the CoC period, which starts from the earlier of the first public CoC announcement and first relevant potential CoC announcement, and ends 90 days after the CoC (the period is extended by a maximum of 60 days if the rating is placed under review within the CoC period and remain so 90 days after the CoC). Covenants None Other Events of default include default of the issuer, subject to a carve-out of USD100m. Source: Company data, HSBC

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Procter & Gamble Bond Coupon

Maturity

3.375%

Issuer

Guarantor

Out amt

Type

07 Dec 2012 Procter & Gamble Co None

EUR1400m

Senior unsecured

4.5%

12 May 2014 Procter & Gamble Co None

EUR1500m

Senior unsecured

4.125%

07 Dec 2020 Procter & Gamble Co None

EUR600m

Senior unsecured

6.25%

31 Jan 2030 Procter & Gamble Co None

GBP500m

Senior unsecured

5.25%

19 Jan 2033 Procter & Gamble Co None

GBP200m

Senior unsecured

Call For 2030 bond: Spens call – reference UKT 6% 2028. For 2033 bond: Spens call – reference UKT 4.25% 2032. All others non-callable except for taxation reasons. Negative pledge Negative pledge covers debt of the issuer or any domestic subsidiary, subject to a carve-out equivalent to 5% of consolidated net tangible assets of the issuer, as calculated in the latest consolidated balance sheet (under US GAAP). Debt includes bonds, notes, debentures or other similar indebtedness that is secured by a mortgage on property or shares of a domestic subsidiary. A domestic subsidiary is a subsidiary that has a substantial portion of business or fixed assets in the US. The carve-out is applicable to debt plus the present value of rental payments in respect of sale and leaseback transactions (using a discount rate of 10% pa). Sale and leaseback transactions of offices and facilities by the issuer or any domestic subsidiary are prohibited, unless: (a) the property can be secured within the negative pledge but without equally securing the notes; (b) the transaction takes place between the issuer and domestic subsidiaries; or (c) the lease term is less than three years. Put None Covenants None Other Events of default include default of the issuer. There is no carve-out mentioned. Source: Company data, HSBC

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Unilever Bond Coupon

Maturity

4.625%

Issuer

Guarantor

Out amt

Type

14 Nov 2012 Unilever NV

Unilever NV, Unilever US Inc

EUR750m

Senior unsecured

4.875%

21 May 2013 Unilever NV


EUR750m

Senior unsecured

4%

19 Dec 2014 Unilever plc


GBP350m

Senior unsecured

3.375%

29 Sep 2015 Unilever NV

Unilever Plc

EUR750m

Senior unsecured

4.75%

16 Jun 2017 Unilever plc & NV


GBP400m

Senior unsecured

Call Non-callable except for taxation reasons Negative pledge Negative pledge covers indebtedness of the issuer/guarantor subject to a carve-out amount limited to 25% of the aggregate value of the fixed assets and current assets of the issuer/guarantor and group companies (by reference to the most recently published audited consolidated balance sheet of the Unilever Group). Indebtedness is defined as any loan or other debt represented by bonds, notes, debentures, or other quoted securities with maturities of more than one year. The negative pledge clause does not apply to liens arising solely by mandatory operation of law and to any security over assets arising pursuant to the general terms and conditions of the Dutch Bankers’ Association and/or similar terms applied by financial institutions. Put None Covenants None Other Events of default include cross default of issuer/guarantor on indebtedness in excess of USD100m Source: Company data, HSBC

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282

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Retail

283

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Adidas Bond Coupon

Maturity

Issuer

Guarantor

Out amt

Type

4.75%

14 Jul 2014

Adidas International Finance BV

Adidas AG

EUR500m

Senior unsecured

Call Non-callable except for taxation reasons Negative pledge Negative pledge covers capital market indebtedness only Put None Covenants None Other Events of default include cross default of issuer/guarantor on indebtedness in excess of EUR20m Source: Company data, HSBC

284

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Auchan Bond Coupon

Maturity

Issuer

4.125%

04 May 2011 Groupe Auchan SA

Guarantor

Out amt

Type

None

EUR300m

Senior unsecured

Call Non-callable except for taxation reasons Negative pledge Negative pledge covers the relevant indebtedness of the issuer and its principal subsidiaries excluding permitted security interest. Relevant indebtedness includes bonds, notes, listed debt, excluding any bank loans. Permitted security interest means security interest granted over an asset to finance its purchase. A principal subsidiary is defined as a subsidiary of: (i) Auchan, representing at least 10% of consolidated net assets or net sales in the latest audited consolidated accounts; or (ii) Banque Accord, representing at least 10% of consolidated net assets or operating income in the latest audited consolidated accounts; or (iii) a subsidiary to which all of the assets of a principal subsidiary are transferred. Put None Covenants None Other Events of default include default of the issuer and principal subsidiaries subject to a EUR15m carve-out. Source: Company data, HSBC

285

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Auchan Bond Coupon

Maturity

4.75% 6%

Issuer

Guarantor

Out amt

Type

15 Apr 2015 Groupe Auchan SA

None

EUR500m

Senior unsecured

15 Apr 2019 Groupe Auchan SA

None

EUR500m

Senior unsecured

Call Non-callable except for taxation reasons Negative pledge Negative pledge covers the relevant indebtedness of the issuer and its principal subsidiaries excluding permitted security interest. Relevant indebtedness includes bonds, notes, listed debt, excluding any bank loans. Permitted security interest means security interest granted over an asset to finance its purchase. A principal subsidiary is defined as a subsidiary of: (i) Auchan, representing at least 10% of consolidated net assets or net sales in the latest audited consolidated accounts; or (ii) Banque Accord, representing at least 10% of consolidated net assets or operating income in the latest audited consolidated accounts; or (iii) a subsidiary to which all of the assets of a principal subsidiary are transferred. Put None Covenants None Other Events of default include cross default of the issuer and principal subsidiaries on obligations subject to a EUR75m carve-out. Source: Company data, HSBC

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Auchan Bond Coupon

Maturity

Issuer

29 Apr 2013 Groupe Auchan SA 5% Step up (see “Other”)

Guarantor

Out amt

Type

None

EUR800m

Senior unsecured

Call Tax call and clean-up call (see put provision) Negative pledge Negative pledge covers the relevant indebtedness of the issuer and its principal subsidiaries excluding permitted security interest. Relevant indebtedness includes bonds, notes, listed debt, excluding any bank loans. Permitted security interest means security interest granted over an asset to finance its purchase. A principal subsidiary is defined as a subsidiary of: (i) Auchan, representing at least 10% of consolidated net assets or net sales in the latest audited consolidated accounts; or (ii) Banque Accord, representing at least 10% of consolidated net assets or operating income in the latest audited consolidated accounts; or (iii) a subsidiary to which all of the assets of a principal subsidiary are transferred. Put None Covenants None Other Events of default include default of the issuer and principal subsidiaries subject to a EUR75m carve-out. If a rating downgrade to BB+ by S&P occurs at any time during the 90 days following the annual notification and such downgrade is related to the CoC that has occurred, the coupon steps up by 125bps. The coupon steps up by a further 25bp per one-notch downgrade up to (and including) B-, where the maximum step up would be 250bp. CoC occurs where the Association Familiale Mulliez and/or entities owned by any of its members cease to hold at least 50.1% of the total voting rights or issued share capital. A rating downgrade means: 1) a rating withdrawal; 2) a downgrade from IG to non-IG; or 3) a one-notch downgrade from any non-IG rating. The CoC period begins on the date of the first public announcement of the CoC, ending 90 days thereafter, or commencing 180 days prior to the date of the first public announcement and ending on the date of the announcement. The issuer has a clean-up call if 80% or more of the bonds have been tendered following the activation of the clause. Source: Company data, HSBC

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Carrefour Bond Coupon

Maturity

4.375%

Issuer

Guarantor

Out amt

Type

15 Jun 2011 Carrefour SA

None

EUR1400m

Senior unsecured

5.375%

19 Dec 2012 Carrefour SA

None

GBP500m

Senior unsecured

3.625%

06 May 2013 Carrefour SA

None

EUR750m

Senior unsecured

6.625%

02 Dec 2013 Carrefour SA

None

EUR700m

Senior unsecured

5.375%

12 Jun 2015 Carrefour SA

None

EUR1000m

Senior unsecured

4.375%

02 Nov 2016 Carrefour SA

None

EUR600m

Senior unsecured

4%

09 Apr 2020 Carrefour SA

None

EUR1000m

Senior unsecured

3.875% 25 Apr 2021 Carrefour SA Step Up (see “Other”)

None

EUR1000m

Senior unsecured

Call Non-callable except for taxation reasons Negative pledge Negative pledge covers all indebtedness of the issuer and principal subsidiaries, excluding permitted encumbrances subject to a carve-out corresponding to the higher of EUR200m or 6% of the issuer’s consolidated equity. Encumbrances are defined as liens or pledges or any encumbrances: (i) existing at the issue date; (ii) arising or created in the ordinary course of business as a site developer or by operation of law; (iii) over assets acquired by the issuer or a principal subsidiary and their refinancing; (iv) created over a newly acquired asset in the limit of the acquisition cost. A principal subsidiary is a subsidiary accounting for at least 15% of consolidated turnover or total assets in the latest audited accounts. Put None Covenants None Other Events of default include default of the issuer and principal subsidiaries subject to a EUR100m carve-out. Source: Company data, HSBC

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Casino Guichard-Perrachon Bond Coupon

Maturity

Issuer

6%

27 Feb 2012 Casino GuichardPerrachon SA

Guarantor

Out amt

Type

None

EUR595m

Senior unsecured

Call Non-callable except for taxation reasons Negative pledge Negative pledge covers the relevant indebtedness of the issuer and principal subsidiaries. Relevant indebtedness is defined as bonds, notes, other listed debt or debt traded over the counter. A principal subsidiary is a subsidiary accounting for at least 10% of the consolidated assets or consolidated operating income of the Issuer in the latest audited accounts or a subsidiary to which all of the assets of a principal subsidiary are transferred. Put None Covenants None Other Events of default include default of the issuer and principal subsidiaries subject to a EUR15m carve-out. Source: Company data, HSBC

289

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Casino Guichard-Perrachon Bond Coupon

Maturity

Issuer

Guarantor

Out amt

Type

04 Apr 2013 Casino Guichard6.375% Perrachon SA Step up (see “Other”)

None

EUR718m

Senior unsecured

5.5% 30 Jan 2015 Casino GuichardPerrachon SA Step up (see “Other”)

None

EUR750m

Senior unsecured

4.379% 08 Feb 2017 Casino GuichardStep up Perrachon SA (see “Other”)

None

EUR888m

Senior unsecured

Call Non-callable except for taxation reasons Negative pledge Negative pledge covers the relevant indebtedness of the issuer and principal subsidiaries. Relevant indebtedness means any indebtedness for borrowed money represented by notes or other securities which are for the time being, or are capable of being, quoted, listed and admitted to trading or ordinarily dealt in on any stock exchange, OTC market or other securities market. Principal subsidiaries mean any subsidiary accounting for at least 10% of the consolidated assets or turnover of the issuer. Put Put at par in the event of a change of control (acquisition of >50% of the voting rights other than a permitted holding company controlled by Rallye SA) resulting in a rating downgrade to non-investment grade (or a one-notch downgrade if the ratings are already non-investment grade) within the change of control period (180 days after the announcement of the change of control) Covenants None Other Events of default include default of the issuer and principal subsidiaries subject to a EUR25m carve-out. The coupon steps up by 125bp if S&P or Fitch downgrade the ratings below investment grade, steps down by 125bp if S&P or Fitch upgrade the ratings to investment grade (and two ratings are investment grade) or in the event of the occurrence of an alternative agency compensation event (defined as the publication of a BBB or higher rating by one rating agency while the other rating agency has withdrawn its ratings). Source: Company data, HSBC

290

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DSGi Bond Coupon

Maturity

Issuer

Guarantor

6.125%

15 Nov 2012 DSG International Plc DSG Retail Ltd

Out amt

Type

GBP160m

Senior unsecured

Call Non-callable except for taxation reasons Negative pledge Negative pledge covers the relevant indebtedness of the issuer, the guarantor and their subsidiaries. Relevant indebtedness is defined as bonds, notes and other listed debt. The definition excludes debt with an initial maturity of less than one year. Put If a restructuring event occurs and a negative rating event or a rating downgrade happens as a result, the bonds become puttable at a price equal to the nominal amount multiplied by the RPI ratio. A restructuring event is defined as a change of control on 50% or more of the outstanding capital or voting rights of the issuer or the guarantor. A negative rating event is defined as the failure by the issuer to seek a rating or to obtain an investment grade rating for its senior unsecured debt with an initial five-year maturity within 14 days of the occurrence of a restructuring event. A rating downgrade means a rating withdrawal or a downgrade to below investment grade or a rating downgrade by one notch if the issuer’s rating is already non-investment grade by either Moody’s and S&P within 90 days following the public announcement of the restructuring event or the resolution of a credit watch situation, whichever is longer. Covenants None Other Events of default include default of the Issuer, guarantor and principal subsidiaries subject to a GBP20m carve-out. A principal subsidiary is defined as: (i) a subsidiary accounting for at least 15% of consolidated profits before tax and extraordinary and exceptional items in the latest published audited accounts; or (ii) a subsidiary with total gross tangible assets of GBP100m and more by reference to the latest accounts; or (iii) a subsidiary to which the whole of the assets of a principal subsidiary are transferred. A certificate signed by two directors of the issuer, stating that a subsidiary is or is not a principal subsidiary is binding on all parties provided that the certificate is relied on by the trustee. Source: Company data, HSBC

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John Lewis Bond Coupon

Maturity

Issuer

6.375%

30 Jan 2012 John Lewis Plc

Guarantor

Out amt

Type

None

GBP142m

Senior unsecured

Call Non-callable except for taxation reasons Negative pledge Negative pledge covers the external indebtedness of the company and its subsidiaries. External indebtedness is defined as listed debt with a maturity of more than one year. The definition excludes listed loan stock denominated in sterling offered primarily to investors in the UK. Put None Covenants (i) All monies borrowed shall not exceed 1.75 times the adjusted capital and reserves; (ii) the aggregate principal amount of all monies borrowed and secured by any charge and all monies borrowed by subsidiaries shall not exceed 0.5 times the adjusted capital and reserves. The definition of moneys borrowed excludes moneys borrowed of a company which becomes a subsidiary after 20 April 2001 as well as moneys borrowed by partly owned subsidiaries. Other Events of default include default of the company and principal subsidiaries subject to a GBP10m carve-out and cover material adverse change. In addition, it is an event of default if the company or any principal subsidiary ceases to be a subsidiary of the John Lewis Partnership for any reason not approved in writing by the trustee. A principal subsidiary is defined as: (i) a subsidiary accounting for at least 10% of consolidated total assets or consolidated gross revenues in the latest audited accounts; or (ii) a subsidiary to which the whole of the assets of a principal subsidiary are transferred. A report by the auditors that, in their opinion, a subsidiary is or is not a principal subsidiary is binding on all parties. Source: Company data, HSBC

292

abc



Maturity

Issuer

10.5%


Guarantor

Out amt

Type

None

GBP100m

Senior unsecured

Call Non-callable except for taxation reasons Negative pledge Negative pledge covers the external indebtedness of the company and its subsidiaries. External indebtedness is defined as listed debt denominated in any currency other than sterling or denominated in sterling if less than 50% of the outstanding amount was offered for subscription to investors in the UK. Put None Covenants (i) All monies borrowed shall not exceed 1.75 times the adjusted capital and reserves; (ii) the aggregate principal amount of all monies borrowed and secured by any charge and all monies borrowed by subsidiaries shall not exceed 0.5 times the adjusted capital and reserves. The definition of moneys borrowed excludes moneys borrowed of a company which becomes a subsidiary after 6 February 1989 as well as moneys borrowed by partly owned subsidiaries. Other Events of default include default of the company and principal subsidiaries subject to a GBP5m carve-out and cover material adverse change. In addition, it is an event of default if the company or any principal subsidiary ceases to be a subsidiary of the John Lewis Partnership for any reason not approved in writing by the trustee. A principal subsidiary is defined as: (i) a subsidiary accounting for at least 10% of consolidated total assets or consolidated gross revenues in the latest audited accounts; or (ii) a subsidiary to which the whole of the assets of a principal subsidiary are transferred. A report by the auditors that, in their opinion, a subsidiary is or is not a principal subsidiary is binding on all parties. Source: Company data, HSBC

293

abc



Maturity

Issuer

6.125%


Guarantor

Out amt

Type

None

GBP300m

Senior unsecured

Call Non-callable except for taxation reasons Negative pledge Negative pledge covers the relevant indebtedness of the issuer and its subsidiaries. Relevant indebtedness is represented by bonds, notes or other similar securities with maturities over one year. Put None Covenants (i) All monies borrowed shall not exceed 1.75 times the adjusted capital and reserves; (ii) the aggregate principal amount of all monies borrowed and secured by any charge and all monies borrowed by subsidiaries shall not exceed 0.5 times the adjusted capital and reserves. The definition of moneys borrowed excludes moneys borrowed of a company which becomes a subsidiary after 19th July 2010 as well as moneys borrowed by partly owned subsidiaries. Other Events of default include default of the company and principal subsidiaries subject to a GBP10m carve-out and covers material adverse change. In addition, it is an event of default if the company or any principal subsidiary ceases to be a subsidiary of the John Lewis Partnership for any reason not approved in writing by the trustee. A principal subsidiary is defined as: (i) a subsidiary accounting for at least 10% of consolidated total assets or consolidated gross revenues in the latest audited accounts; or (ii) a subsidiary to which the whole of the assets of a principal subsidiary are transferred. A report by the auditors that in their opinion a subsidiary is or is not a Principal Subsidiary is binding on all parties. Source: Company data, HSBC

294

abc


Kingfisher Bond Coupon

Maturity

4.5% 5.625%

Issuer

Guarantor

Out amt

Type

21 Oct 2010 Kingfisher Plc

None

EUR449m

Senior unsecured

15 Dec 2014 Kingfisher Plc

None

GBP250m

Senior unsecured

Call Non-callable except for taxation reasons Negative pledge Negative pledge covers the relevant indebtedness of the issuer only. Relevant indebtedness is defined as bonds, notes or other listed securities trade on an exchange or over the counter. The definition excludes listed loans offered to investors resident in the UK or denominated in sterling as well as debt maturing within one year Put None Covenants None Other Events of default include default of the issuer or any principal subsidiary subject to a carve-out equal to the higher of 1% of capital and reserves and GBP25m by reference to the latest audited accounts. A principal subsidiary is defined as a subsidiary accounting for at least 15% of consolidated tangible net worth or operating profit, excluding profit/loss from the sale of properties in the latest audited accounts. Source: Company data, HSBC

295

abc


LVMH Bond Coupon

Maturity

Issuer

4.625%

01 Jul 2011

Guarantor

Out amt

Type

LVMH Moet Hennessy None Louis Vuitton

EUR600m

Senior unsecured

3.375%

22 Jun 2012 LVMH Moet Hennessy None Louis Vuitton

EUR760m

Senior unsecured

4.375%

12 May 2014 LVMH Moet Hennessy None Louis Vuitton SA

EUR1000m

Senior unsecured

Call Non-callable except for taxation reasons Negative pledge Negative pledge covers relevant debt of the issuer. Relevant debt includes bonds, notes or debentures that are, or are capable of being, quoted, listed or ordinarily dealt in on any stock exchange. Put None Covenants None Other Events of default include default of the Issuer, subject to a carve-out of EUR50m. Source: Company data, HSBC

296

abc


Marks & Spencer Bond Coupon

Maturity

6.375%

Issuer

Guarantor

Out amt

Type

07 Nov 2011 Marks & Spencer Plc None

GBP308m

Senior unsecured

5.875%

29 May 2012 Marks & Spencer Plc None

GBP267m

Senior Unsecured

5.625%

24 Mar 2014 Marks & Spencer Plc None

GBP400m

Senior unsecured

Call Non-callable except for taxation reasons Negative pledge Negative pledge covers the relevant indebtedness of the issuer and its subsidiaries. Relevant indebtedness is defined as bonds, notes or other securities listed on an exchange initially and primarily offered outside of the country in the currency of which this debt is denominated. Put Only applies to 2012 bonds: Bondholder put at par if there is a change of control (CoC) and this is followed by: (i) rating downgrade from IG to non-IG; (ii) withdrawal of ratings; or (iii) failure to obtain an IG rating (if not rated), within the CoC period. CoC is defined as a person directly or indirectly acquiring shares representing more than 50% of the issuer’s share capital or voting rights. The CoC period is the period commencing from the public announcement of the CoC and up to 90 days after, or longer if the ratings are under review, provided that the review was initiated within 90 days of the CoC. Covenants None Other Events of default include default of the issuer subject to a GBP20m carve-out. There is no reference to subsidiaries. Source: Company data, HSBC

297

abc



Maturity

Issuer

Guarantor

02 Dec 2019 Marks & Spencer plc None 6.125% Step up (see “Other”)

Out amt

Type

GBP400m

Senior unsecured

Call Non-callable except for taxation reasons Negative pledge Negative pledge covers the relevant indebtedness of the issuer and its subsidiaries. Relevant indebtedness is defined as bonds, notes or other securities listed on an exchange initially and primarily offered outside of the country in the currency of which this debt is denominated. Put Bondholder put at par if there is a change of control (CoC) and this is followed by: (i) rating downgrade from IG to non-IG; (ii) withdrawal of ratings; or (iii) failure to obtain an IG rating (if not rated), within the CoC period. CoC is defined as person directly or indirectly acquiring shares representing more than 50% of the issuer’s share capital or voting rights. The CoC period is the period commencing from the public announcement of the CoC and up to 90 days after, or longer if the ratings are under review, provided that the review was initiated within 90 days of the CoC. Covenants None Other Events of default include default of the issuer subject to a GBP20m carve-out. There is no reference to subsidiaries. The coupon steps up by 125bp in the case of a rating downgrade to non-investment grade or is withdrawn by Moody’s and/or S&P. Subsequently, the coupon steps down by 125bp in the event that none of the rating agencies give a rating below investment grade. Source: Company data, HSBC

298

abc



Maturity

Issuer

Guarantor

6.875%

13 Dec 2037 Marks & Spencer plc None

Out amt

Type

GBP250m

Senior unsecured

Call Spens call, tax call and clean-up call (see put provision) Negative pledge Negative pledge covers the relevant indebtedness of the issuer and its subsidiaries. Relevant indebtedness is defined as bonds, notes or other securities listed on an exchange initially and primarily offered outside of the country in the currency of which this debt is denominated. Put Bondholder put at par if there is a change of control (CoC) and this is followed by: (i) rating downgrade from IG to non-IG; (ii) withdrawal of ratings; or (iii) failure to obtain an IG rating (if not rated) by S&P, Moody’s or Fitch, within the CoC period. Control is defined as a person (other than an entity with similar shareholders to the issuer) directly or indirectly acquiring shares representing more than 50% of the issuer’s share capital or voting rights. The CoC period is the period commencing from the public announcement of the CoC and up to 90 days after, or longer if the ratings are under review, provided that the review was initiated within 90 days of the CoC. The issuer has a clean-up call if 80% or more of the bonds have been tendered following the activation of the clause. Covenants None Other Events of default include cross default of the issuer and subsidiaries on relevant indebtedness subject to a GBP20m carve-out. Source: Company data, HSBC

299

abc


Metro Bond Coupon

Maturity

4.625%

Issuer

Guarantor

Out amt

Type

26 May 2011 Metro Finance BV

Metro AG

EUR750m

Senior unsecured

3.625%

24 Jun 2011 Metro AG

None

EUR350m


4.75%

29 May 2012 Metro AG

None

EUR500m

Senior unsecured

9.375%

28 Nov 2013 Metro Finance BV

Metro AG

EUR500m

Senior unsecured

5.75%

14 Jul 2014

Metro AG

None

EUR600m


7.625%

05 Mar 2015 Metro AG

None

EUR1000m

Senior unsecured

4.25%

22 Feb 2017 Metro AG

None

EUR750m

Senior unsecured

Call Non-callable except for taxation reasons Negative pledge Negative pledge covers the indebtedness of the issuer and its subsidiaries excluding permitted security interest. Indebtedness includes listed debt as well as bank loans. Permitted security interest includes security interest existing at the time of issuance or arising in the ordinary course of business or used to finance the acquisition of new assets. A subsidiary is a company consolidated or controlled by the issuer with total assets accounting for at least 3% of consolidated assets or revenues in the most recent audited financial statements. For bonds where the issuer is Metro Finance BV, the negative pledge covers the guarantor as well. Put None Covenants None Other Events of default include default of the issuer or any subsidiary. For bonds where the issuer is Metro Finance BV, the cross default includes the guarantor as well. Source: Company data, HSBC

300

abc


Next Bond Coupon

Maturity

5.25% 5.875%

Issuer

Guarantor

Out amt

Type

30 Sep 2013 Next Plc

None

GBP254m

Senior unsecured

12 Oct 2016 Next Plc

None

GBP250m

Senior unsecured

Call Clean-up call - if 80% or more of outstanding bonds are redeemed following a put event, the issuer may redeem all remaining bonds at par. Also callable for taxation reasons. Negative pledge Negative pledge covers relevant indebtedness of the issuer or any subsidiary. Relevant indebtedness includes notes, bonds, debentures, debenture stock, loan stock or other securities that are, or are capable of being, quoted, listed or ordinarily dealt in on any stock exchange, over-the-counter or other securities market. The pledge excludes any debt pledged on any company which becomes a subsidiary after 30 May 2003 (for 2013 bond), 6 October 2006 (for 2016 bond) or after and its refinancing, where the debt is created before but not in contemplation of the company becoming a subsidiary. There is also a general carve-out of GBP100m. Put Bondholder put at par after a put event. Put event occurs when there is a change of control and as a result, either: (A) the bonds are downgraded by S&P and/or Moody’s from an investment grade rating to a non-investment grade rating within 120 days; (B) the bonds already carry a non-investment grade rating and are downgraded by S&P and/or Moody’s by at least one further notch within 120 days; or (C) the bonds carry no rating and no investment grade rating is assigned by S&P and/or Moody’s within 90 days. Covenants None Other Events of default include default of the issuer and principal subsidiaries, subject to a carve-out of GBP15m. A principal subsidiary is a subsidiary whose turnover or total assets represent at least 5% of the consolidated turnover or consolidated total assets, as calculated in the latest audited accounts. Source: Company data, HSBC

301

abc


PPR Bond Coupon

Maturity

5.25% 4%

Issuer

Guarantor

Out amt

Type

29 Mar 2011 PPR SA

None

EUR800m

Senior unsecured

29 Jan 2013 PPR SA

None

EUR600m

Senior unsecured

Call Non-callable except for taxation reasons Negative pledge Negative pledge covers the relevant indebtedness of the issuer only. Relevant indebtedness is defined as bonds, notes or other listed securities trade on a regulated stock exchange. Put None Covenants None Other Events of default include default of the issuer or any material subsidiary subject to a carve-out of EUR50m. Source: Company data, HSBC

302

abc


PPR Bond Coupon

Maturity

Issuer

Guarantor

Out amt

Type

03 Apr 2014 PPR SA 8.625% Step up (see “Other”)

None

EUR800m

Senior unsecured

3.75% 08 Apr 2015 PPR SA Step up (see “Other”)

None

EUR500m

Senior unsecured

Call Tax call and clean-up call (see put provision) Negative pledge Negative pledge covers the relevant indebtedness of the issuer. Relevant indebtedness is defined as bonds, notes or other listed debt. Put Bondholder put at par after a change of control (CoC) of potential CoC and a rating downgrade within the CoC period. Control means holding/acquisition, directly or indirectly, more than 50% of issuer’s voting rights. A rating downgrade means: (i) a rating withdrawal by S&P; (ii) a downgrade from investment grade to non-investment grade by S&P; or (iii) a one-notch downgrade from any non-investment grade rating by S&P. The CoC period begins on the date of the first public announcement of the CoC and ends 90 days thereafter, or commences 120 days prior to the date of the first public announcement and ends on the date of the announcement. Potential change of control means any public announcement by the issuer, or any actual or potential bidder relating to any potential change of control. The issuer has a clean-up call if 80% or more of the bonds have been tendered following the activation of the clause. Covenants None Other Events of default include cross default of the issuer or any material subsidiary subject to a carve-out of EUR50m. The coupon steps up by 125bp in the event of a rating downgrade to non investment grade or if the rating is withdrawn by S&P. Subsequently, the coupon steps down by 125bp in the event of a rating upgrade by S&P to at least Baa3/BBB-. Source: Company data, HSBC

303

abc


Safeway Bond Coupon

Maturity

6.5%

Issuer

Guarantor

Out amt

Type

05 Aug 2014 Safeway Plc

WM Morrison Plc

GBP150m

Senior unsecured

6%

10 Jan 2017 Safeway Plc

WM Morrison Plc

GBP200m

Senior unsecured

6.125%

17 Dec 2018 Safeway Plc

WM Morrison Plc

GBP200m

Senior unsecured

Call Non-callable except for taxation reasons Negative pledge Negative pledge covers the obligations of the issuer and its subsidiaries but excludes security granted by companies becoming subsidiaries after 24 July 2002 or after 14 December 1998 (for the 2018 bond) and the refinancing of such debt. An obligation is defined as indebtedness represented by notes, bonds and debentures or other listed securities. This definition excludes secured listed loans denominated in sterling and initially primarily distributed to investors in the UK. Put None Covenants None Other Events of default include default of the issuer or any material subsidiary subject to a carve-out corresponding to the higher of 1% of capital and reserves or GBP15m. A material subsidiary is a subsidiary accounting for at least 10% of consolidated profit before tax and exceptional items or consolidated net assets in the latest audited accounts. A report by the auditors that, in their opinion, a subsidiary is or is not material is binding on all parties. Source: Company data, HSBC

304

abc


Tesco Bond Coupon

Maturity

6.625% 3.875%

Issuer

Guarantor

Out amt

Type

12 Oct 2010 Tesco Plc

None

GBP150m

Senior unsecured

24 Mar 2011 Tesco Plc *

None

EUR389m

Senior unsecured

Call Non-callable except for taxation reasons Negative pledge Negative pledge covers the obligations of the issuer and its subsidiaries. An obligation is defined as indebtedness represented by notes, bonds and debentures, which are listed at the request of the issuer or its subsidiaries. This definition excludes secured listed loans denominated in sterling and initially primarily distributed to investors in the UK. Put None Covenants None Other Events of default include default of the issuer or any material subsidiary subject to a GBP5m carve-out (*GBP25m for the 2011 bond). A material subsidiary is a subsidiary accounting for at least 10% or more of consolidated profit before tax and extraordinary items or consolidated net assets in any of the three most recent audited accounts, or a subsidiary which has outstanding debt managed by the same trustee. A report by the auditors that, in their opinion, a subsidiary is or is not material is binding on all parties. Source: Company data, HSBC

305

abc


Tesco Bond Coupon

Maturity

4%

Issuer

Guarantor

Out amt

Type

08 Sep 2016 Tesco Plc

None

GBP200m

Senior unsecured

3.322%

05 Nov 2025 Tesco Plc

None

GBP210m

Senior unsecured

1.982%


None

GBP196m

Senior unsecured

Call Call at nominal amount multiplied by the RPI ratio plus the excess over the price at which the gross real rate of return on the notes equals the gross real rate of return on the reference gilt. Call for indexation reasons. Reference gilts are: for 2016 bond – Index-linked Gilt 2.5% July 2016; for 2025 bond – Index-linked Gilt 2.5% July 2024; for 2036 bond – Index-linked Gilt 2.0% January 2035. Negative pledge Negative pledge covers the obligations of the issuer and its subsidiaries. An obligation is defined as indebtedness represented by notes, bonds and debentures, which are listed at the request of the issuer or its subsidiaries. This definition excludes secured listed loans denominated in sterling and initially primarily distributed to investors in the UK. Put If a restructuring event occurs and within 90 days of the announcement a negative rating event or a rating downgrade happens as a result, the bonds become puttable at a price equal to the nominal amount multiplied by the RPI ratio. A restructuring event is defined as a change of control on: (a) at least 50% of the outstanding capital; or (b) a number of shares that represent more than 50% of the voting rights of the issuer. A negative rating event is defined as the failure by the issuer to seek a rating or to obtain an investment grade rating. A rating downgrade means a rating withdrawal or a downgrade to below investment grade by either Moody’s, S&P or Fitch. Covenants None Other Events of default include default of the issuer or any material subsidiary subject to a GBP5m carve-out (*GBP25m for the 2036 bond). a material subsidiary is a subsidiary accounting for at least 10% or more of consolidated profit before tax and extraordinary items or consolidated net assets in any of the three most recent audited accounts, or a subsidiary which has outstanding debt managed by the same trustee. A report by the auditors that, in their opinion, a subsidiary is or is not material is binding on all parties. Source: Company data, HSBC

306

abc


Tesco Bond Coupon

Maturity

5.5%

Issuer

Guarantor

Out amt

Type

13 Dec 2019 Tesco Plc

None

GBP350m

Senior unsecured

5%


None

GBP389m

Senior unsecured

6%

14 Dec 2029 Tesco Plc

None

GBP200m

Senior unsecured

5.5%

13 Jan 2033 Tesco Plc

None

GBP200m

Senior unsecured

4.875%


None

GBP226m

Senior unsecured

5.125%

10 Apr 2047 Tesco Plc

None

EUR600m

Senior unsecured

5.2%

05 Mar 2057 Tesco Plc

None

GBP288m

Senior unsecured

Call Non-callable except for taxation reasons Negative pledge Negative pledge covers the obligations of the issuer and its subsidiaries. An obligation is defined as indebtedness represented by notes, bonds and debentures, which are listed at the request of the issuer or its subsidiaries. This definition excludes secured listed loans denominated in sterling and initially primarily distributed to investors in the UK. Put If a restructuring event occurs and within 90 days of the announcement a negative rating event or a rating downgrade happens as a result, the bonds become puttable at par plus accrued interest. A restructuring event is defined as a change of control on: (a) at least 50% of the outstanding capital; or (b) a number of shares that represent more than 50% of the voting rights of the issuer. A negative rating event is defined as the failure by the issuer to seek a rating or to get an investment grade rating. A rating downgrade means a rating withdrawal or a downgrade to below investment grade by either Moody’s, S&P or Fitch. Covenants None Other Events of default include default of the issuer or any material subsidiary subject to a GBP5m carve-out (*GBP25m for the 2023 and 2042 bonds). A material subsidiary is a subsidiary accounting for at least 10% or more of consolidated profit before tax and extraordinary items or consolidated net assets in any of the three most recent audited accounts, or a subsidiary which has outstanding debt managed by the same trustee. A report by the auditors that, in their opinion, a subsidiary is or is not material is binding on all parties. Source: Company data, HSBC

307

abc


Tesco Bond Coupon

Maturity

5.625%

Issuer

Guarantor

Out amt

Type

12 Sep 2012 Tesco plc

None

EUR1500m

Senior unsecured

5%

24 Feb 2014 Tesco plc

None

GBP600m

Senior unsecured

5.125%


None

EUR600m

Senior unsecured

5.875%

12 Sep 2016 Tesco plc

None

EUR1039m

Senior unsecured

6.125%


None

GBP900m

Senior unsecured

Call Non-callable except for taxation reasons Negative pledge Negative pledge covers the obligations of the issuer and its subsidiaries. An obligation is defined as indebtedness represented by notes, bonds and debentures, which are listed at the request of the issuer or its subsidiaries. This definition excludes secured listed loans denominated in sterling and initially primarily distributed to investors in the UK. Put If a restructuring event occurs and within 90 days of the announcement a negative rating event or a rating downgrade happens as a result, the bonds become puttable at par plus accrued interest. A restructuring event is defined as a change of control on: (a) at least 50% of the outstanding capital; or (b) a number of shares that represent more than 50% of the voting rights of the issuer. A negative rating event is defined as the failure by the issuer to seek a rating or to get an investment grade rating. A rating downgrade means a rating withdrawal or a downgrade to below investment grade by either Moody’s, S&P or Fitch. Covenants None Other Events of default include cross default of the issuer or any material subsidiary subject to a GBP25m carve-out. A material subsidiary is a subsidiary accounting for at least 10% or more of consolidated profit before tax and extraordinary items or consolidated net assets in any of the three most recent audited accounts, or a subsidiary which has outstanding debt managed by the same trustee. A report by the auditors that, in their opinion, a subsidiary is or is not material is binding on all parties. Source: Company data, HSBC

308

abc


Wal-Mart Bond Coupon

Maturity

Issuer

4.75%

29 Jan 2013 Wal-Mart Stores Inc

Guarantor

Out amt

Type

None

GBP498m

Senior unsecured

Call Spens call. Also callable for taxation reasons. Negative pledge None Put None Covenants None Other Events of default include default of the issuer. There is no cross default. The documentation includes defeasance language. Source: Company data, HSBC

309

abc



Maturity

Issuer

5.75%

19 Dec 2030 Wal-Mart Stores Inc

Guarantor

Out amt

Type

None

GBP500m

Senior unsecured

Call Spens call – reference UKT 4.25% 2032. Also callable for taxation reasons. Negative pledge Negative pledge covers the issuer and its subsidiaries subject to a carve-out not exceeding the greater of 10% of the company’s consolidated net tangible assets (total consolidated assets – current liabilities – reserves for depreciation – intangible assets –/+ adjustments on minority interests) or 15% of consolidated capitalisation (total consolidated assets-current liabilities-deferred income taxes). The definition excludes mortgages on property acquired, constructed or improved after 31 January 1991, as well as intra group security. Put None Covenants Restriction on sales and lease back transactions covers contracts of 48 months and longer. Sale-and-lease back transactions are permitted if the proceeds from these contracts are at least equal to the sum of all costs incurred in acquiring the property subject to the transaction. Other Events of default include default of the issuer. There is no cross default. The documentation includes defeasance language. Source: Company data, HSBC

310

abc



Maturity

Issuer

4.875%

19 Jan 2039 Wal-Mart Stores Inc

Guarantor

Out amt

Type

None

GBP1000m

Senior unsecured

Call Spens call – reference UKT 4.75% 2038. Also callable for taxation reasons. Negative pledge None Put None Covenants None Other Events of default include default of the issuer. There is no cross default. The documentation includes defeasance language. Source: Company data, HSBC

311

abc



Maturity

4.875% 5.625%

Issuer

Guarantor

Out amt

Type

21 Sep 2029 Wal-Mart Stores Inc

None

EUR1000m

Senior unsecured

27 Mar 2034 Wal-Mart Stores Inc

None

GBP1000m

Senior unsecured

Call Non-callable except for taxation reasons Negative pledge None Put None Covenants None Other Events of default include default of the issuer. There is no cross default. The documentation includes defeasance language. Source: Company data, HSBC

312

abc



Maturity

Issuer

5.25%

28 Sep 2035 Wal-Mart Stores Inc

Guarantor

Out amt

Type

None

GBP1000m

Senior unsecured

Call Spens call – reference UKT 4.25% 2036. Also callable for taxation reasons. Negative pledge None Put None Covenants None Other Events of default include default of the issuer. There is no cross default. The documentation includes defeasance language. Source: Company data, HSBC

313


314

abc


abc

Tobacco

315

abc


BAT Bond Coupon

Maturity

Issuer

Guarantor

Out amt

Type

4.375%

15 Jun 2011 BAT Holdings EUR560m BAT Plc, BAT Capital (The Netherlands) BV Corporation, BAT International Finance Plc

Senior unsecured

3.625%

29 Jun 2012 BAT International Finance Plc

BAT Plc, BAT Capital Corporation, BAT Holdings (The Netherlands) BV

EUR337m

Senior unsecured

5.125%

09 Jul 2013

BAT International Finance Plc


EUR519m

Senior unsecured

5.75%

09 Dec 2013 BAT International Finance Plc


GBP152m

Senior unsecured

Call Non-callable except for taxation reasons Negative pledge Negative pledge covers quoted borrowings of the issuer and the guarantors. Quoted borrowings cover bonds, notes, debentures, loan stock or other quoted securities. The definition excludes loans as well as indebtedness denominated in the currency of the country in which the issuer of the indebtedness has its principal place of business except if more than 20% of the indebtedness is placed or offered for subscription outside of this country. Put None Covenants None Other Events of default include default of the issuer and any guarantor, subject to a carve-out of USD25m in each case and USD100m in aggregate. Source: Company data, HSBC

316

abc


BAT Bond Coupon

Maturity

Issuer

Guarantor

Out amt

4.375%

15 Sep 2014 BAT Holdings BAT Plc, BAT Capital EUR600m (The Netherlands) BV Corporation, BAT International Finance Plc

Senior unsecured

5.875%

12 Mar 2015 BAT International Finance plc

Senior unsecured

5.5%

15 Sep 2016 BAT Holdings BAT Plc, BAT Capital GBP325m (The Netherlands) BV Corporation, BAT International Finance Plc

Senior unsecured

6.375%

12 Dec 2019 BAT International Finance Plc

Senior unsecured

4%

07 Jul 2020

BAT plc, BAT Holdings EUR1250m B.V.


GBP500m

BAT Holdings BAT Plc, BAT Capital EUR600m (The Netherlands) BV Corporation, BAT International Finance Plc

Type

Senior Unsecured under the company’s USD16bn EMTN programme

Call Non-callable except for taxation reasons Negative pledge Negative pledge covers quoted borrowings of the issuer and the guarantors. Quoted borrowings cover bonds, notes, debentures, loan stock or other quoted securities. The definition excludes loans as well as indebtedness denominated in the currency of the country in which the issuer of the indebtedness has its principal place of business, except if more than 20% of the indebtedness is placed or offered for subscription outside of this country. Put None Covenants None Other Events of default include default of the issuer and any guarantor subject to a carve-out of USD25m in each case and USD100m in aggregate. Source: Company data, HSBC

317

abc


BAT Bond Coupon

Maturity

Issuer

4.875%

24 Feb 2021 BAT International Finance Plc

BAT plc, BAT Holdings GBP650m BV, BAT Capital Corp


6%

29 Jun 2022 BAT International Finance Plc



7.25%

12 Mar 2024 BAT International Finance plc

BAT plc

Senior unsecured

6%

24 Nov 2034 BAT International Finance Plc



5.75%

05 Jul 2040



BAT International Finance Plc

Guarantor

Out amt

GBP500m

Type

Call Non-callable except for taxation reasons Negative pledge Negative pledge covers quoted borrowings of the issuer and the guarantors. Quoted borrowings cover bonds, notes, debentures, loan stock or other quoted securities. The definition excludes loans as well as indebtedness denominated in the currency of the country in which the issuer of the indebtedness has its principal place of business except if more than 20% of the indebtedness is placed or offered for subscription outside of this country. Put None Covenants None Other Events of default include default of the issuer and any guarantor subject to a carve-out of USD25m in each case and USD100m in aggregate. Source: Company data, HSBC

318

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Imperial Tobacco Bond Coupon

Maturity

Issuer

Guarantor

Out amt

Type

25 Jun 2012 Imperial Tobacco 5% Finance plc Step up (see “Other”)

Imperial Tobacco Group EUR1250m plc

Senior unsecured

7.25% 15 Sep 2014 Imperial Tobacco Step UP Finance plc (see “Other”)


Senior unsecured

Call Tax call and clean-up call (see put provision) Negative pledge Negative pledge covers the relevant debt of the issuer, the guarantor and consolidated subsidiaries. Relevant debt includes bonds, notes, debentures, loan stock or other securities which are or are capable of being listed on any stock exchange or over-the-counter market or other securities market. Put If a restructuring event occurs and, within 90 days of the earlier of: (i) the first public announcement; and (ii) a potential restructuring event announcement (if any), a negative rating event or a rating downgrade happens as a result, the bonds become puttable. A restructuring event is defined as a change of control, ie the acquisition/control of more than 50% of the voting rights or share capital of the guarantor. A negative rating event is defined as the failure by the issuer or guarantor to seek a rating or to obtain an investment grade rating either prior to or not later than 21 days after the relevant restructuring event. A rating downgrade means a rating withdrawal or a downgrade to below investment grade by either Moody’s or S&P. The issuer has a clean-up call if 95% or more of the bonds have been tendered following the activation of the clause. Covenants None Other Events of default include cross default of the issuer, the guarantor and principal subsidiaries on indebtedness, subject to a carve-out of EUR50m. A principal subsidiary is a subsidiary representing more than 10% of consolidated net assets or pre-tax profit of the group as shown in the most recent audited annual accounts. A certificate signed by two directors of the guarantor that, in their opinion, a subsidiary of the guarantor is or is not a principal subsidiary is conclusive and binding on the issuer, the guarantor and the noteholders. The coupon steps up by 125bp in the event of a rating downgrade to non-investment grade or is withdrawn by Moody’s and/or S&P. Subsequently, the coupon steps down by 125bp in the event of a rating upgrade by both agencies to at least Baa3/BBB-. Source: Company data, HSBC

319

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Maturity

Issuer

Guarantor

Out amt

Type

17 Feb 2016 Imperial Tobacco 8.375% Finance plc Step up (see “Other”)


Senior unsecured

7.75% 24 Jun 2019 Imperial Tobacco Step up Finance plc (see “Other”)

Imperial Tobacco Group GBP500m plc

Senior unsecured

Call Tax call and clean-up call (see put provision) Negative pledge Negative pledge covers the relevant debt of the issuer, the guarantor and consolidated subsidiaries. Relevant debt includes bonds, notes, debentures, loan stock or other securities, which are or are capable of being listed on any stock exchange or over-the-counter market or other securities market. Put If a restructuring event occurs and within 90 days of the earlier of: (i) the first public announcement; and (ii) potential restructuring event announcement (if any) a negative rating event or a rating downgrade happens as a result, the bonds become puttable. A restructuring event is defined as a change of control, ie the acquisition/control of more than 50% of the voting rights or share capital of the guarantor. A negative rating event is defined as the failure by the issuer or guarantor to seek a rating or to obtain an investment grade rating either prior to or not later than 21 days after the relevant restructuring event. A rating downgrade means a rating withdrawal or a downgrade to below investment grade by either Moody’s or S&P. The issuer has a clean-up call if 95% or more of the bonds have been tendered following the activation of the clause. Covenants None Other Events of default include cross default of the issuer, the guarantor and principal subsidiaries on indebtedness, subject to a carve-out of EUR50m. A principal subsidiary is a subsidiary representing more than 10% of consolidated net assets or pre-tax profit of the group, as shown in the most recent audited annual accounts. A certificate signed by two directors of the guarantor that in their opinion a subsidiary of the guarantor is or is not a principal subsidiary is conclusive and binding on the issuer, the guarantor and the noteholders. The coupon steps up by 125bp in the event of a rating downgrade to non-investment grade or is withdrawn by Moody’s and/or S&P. Subsequently, the coupon steps down by 125bp in the event of a rating upgrade by both agencies to at least Baa3/BBB-. Source: Company data, HSBC

320

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Maturity

Issuer

Guarantor

Out amt

Type

17 Feb 2022 Imperial Tobacco 9% Finance plc Step up (see “Other”)


Senior unsecured

8.125% 15 Mar 2024 Imperial Tobacco Step up Finance plc (see “Other”)


Senior unsecured

Call Tax call and clean-up call (see put provision) Negative pledge Negative pledge covers the relevant debt of the issuer, the guarantor and consolidated subsidiaries. Relevant debt includes bonds, notes, debentures, loan stock or other securities, which are, or are capable of being, listed on any stock exchange or over-the-counter market or other securities market. Put If a restructuring event occurs and within 90 days of the earlier of: (i) the first public announcement; and (ii) a potential restructuring event announcement (if any), a negative rating event or a rating downgrade happens as a result, the bonds become puttable. A restructuring event is defined as a change of control, ie the acquisition/control of more than 50% of the voting rights or share capital of the guarantor. A negative rating event is defined as the failure by the issuer or guarantor to seek a rating or to obtain an investment grade rating either prior to or not later than 21 days after the relevant restructuring event. A rating downgrade means a rating withdrawal or a downgrade to below investment grade by either Moody’s or S&P. The issuer has a clean-up call if 95% or more of the bonds have been tendered following the activation of the clause. Covenants None Other Events of default include cross default of the issuer, the guarantor and principal subsidiaries on indebtedness, subject to a carve-out of EUR50m. A principal subsidiary is a subsidiary representing more than 10% of consolidated net assets or pre-tax profit of the group, as shown in the most recent audited annual accounts. A certificate signed by two directors of the guarantor that, in their opinion, a subsidiary of the guarantor is or is not a principal subsidiary is conclusive and binding on the issuer, the guarantor and the noteholders. The coupon steps up by 125bp in the event of a rating downgrade to non-investment grade or is withdrawn by Moody’s and/or S&P. Subsequently, the coupon steps down by 125bp in the event of a rating upgrade by both agencies to at least Baa3/BBB-. Source: Company data, HSBC

321

abc



Maturity

Issuer

5.125%

02 Oct 2013 Altadis Finance BV

Guarantor

Out amt

Type

Altadis SA

EUR500m

Senior unsecured

Call Non-callable except for taxation reasons Negative pledge Negative pledge covers relevant indebtedness of the issuer, the guarantor and subsidiaries, defined as companies owned or controlled by the issuer or the guarantor. Relevant indebtedness covers bonds, notes, debentures, loan stock or other quoted securities. The negative pledge definition excludes the Logista, Corporacion Habanos and Altabana subsidiaries. Put None Covenants None Other Events of default include default of the issuer, the guarantor and principal subsidiaries, subject to a carve-out of EUR30m. A principal subsidiary is defined as a subsidiary representing more than 10% of consolidated EBITDA or 10% of consolidated assets or sales, as shown in the most recent audited annual accounts. Altabana and Corporacion Habanos are excluded from the definition. Source: Company data, HSBC

322

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Maturity

Issuer

4%

11 Dec 2015 Altadis Emisiones Financieras SAU

Guarantor

Out amt

Type

Altadis SA

EUR500m

Senior unsecured

Call Non-callable except for taxation reasons Negative pledge Negative pledge covers relevant indebtedness of the issuer, the guarantor and subsidiaries, defined as companies owned or controlled by the issuer or the guarantor. Relevant indebtedness covers bonds, notes, debentures, loan stock or other quoted securities. The negative pledge definition excludes the Logista, Corporacion Habanos, Altabana, and Aldeasa subsidiaries. Put None Covenants None Other Events of default include default of the issuer, the guarantor and principal subsidiaries, subject to a carve-out of EUR30m. A principal subsidiary is defined as a subsidiary representing more than 10% of consolidated EBITDA or 10% or consolidated assets or sales, as shown in the most recent audited annual accounts. Altabana and Corporacion Habanos are excluded from the definition. Source: Company data, HSBC

323

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Maturity

Issuer

Guarantor

Out amt

Type

13 Jun 2012 Imperial Tobacco 6.875% Finance Plc Step up (see “Other”)

Imperial Tobacco Group GBP350m Plc

Senior unsecured

4.375% 22 Nov 2013 Imperial Tobacco Finance Plc Step up (see “Other”)

Imperial Tobacco Group EUR1200m Plc

Senior unsecured

5.5% 22 Nov 2016 Imperial Tobacco Finance Plc Step up (see “Other”)


Senior unsecured

6.25% 04 Dec 2018 Imperial Tobacco Step up Finance Plc * (see “Other”)


Senior unsecured

Call Non-callable except for taxation reasons Negative pledge Negative pledge covers the relevant debt of the issuer, the guarantor and consolidated subsidiaries, which includes bonds, notes, debentures, loan stock or other securities, which are, or are capable of being, listed on any stock exchange or over the counter. Put None Covenants None Other Events of default include default of the Issuer, the guarantor and principal subsidiaries, subject to a carve-out of EUR35m or equivalent (*GBP20m for the 2012 and 2018 bonds). A principal subsidiary is defined as a subsidiary representing more than 10% of net assets or pre-tax profit of the group, as shown in the most recent audited annual accounts. A certificate signed by two directors of the guarantor that, in their opinion, a subsidiary of the guarantor is or is not a Principal Subsidiary is conclusive and binding on the issuer, the guarantor and the noteholders. The coupon steps up by 125bp in the event of a rating downgrade to non-investment grade by either or both Moody’s and S&P. Subsequently, the coupon steps down by 125bp in the event of a rating upgrade by both agencies to at least Baa3/BBB-. The step up/step down will be activated from, and including, the next interest payment date. Furthermore, the step up or step down in the coupon can only occur once during the term of the bonds. Source: Company data, HSBC

324

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Japan Tobacco Bond Coupon

Maturity

Issuer

Guarantor

Out amt

Type

10 Jun 2011 JTI UK Finance Plc 4.625% Step up (see “Other”)

Japan Tobacco Inc.

EUR800m

Senior unsecured

5.75% 06 Feb 2013 JTI UK Finance Plc Step up (see “Other”)

Japan Tobacco Inc.

GBP250m

Senior unsecured

4.5% 02 Apr 2014 JTI UK Finance Plc Step up (see “Other”)

Japan Tobacco Inc.

EUR500m

Senior unsecured

Call Non-callable except for taxation reasons Negative pledge Negative pledge covers debt of the issuer and the guarantor subject to a GBP30m carve-out. It excludes security interests already created by companies acquired by the group as well as the refinancing of such debt. It also excludes security interests granted in favour of HM Customs as well as liens arising in the normal course of business and security on property. Put None Covenants None Other Events of default include default of the issuer, the guarantor and any subsidiary, subject to a carve-out of GBP20m. The rest of the event of default language (winding up, liquidation, MAC) refers to the issuer, the guarantor and principal subsidiaries. A principal subsidiary is defined as a subsidiary accounting for more than 10% of consolidated total assets and pre-tax profit in the latest audited accounts. The coupon steps up by 125bp in the event of a rating downgrade to non-investment grade by either or both Moody’s and S&P. Subsequently, the coupon steps down by 125bp in the event of a rating upgrade by both agencies to at least Baa3/BBB-. The step up/step down will be activated from and including the next interest payment date. Furthermore, the step up or step down in the coupon can only occur once during the term of the bonds. Source: Company data, HSBC

325

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Philip Morris Bond Coupon

Maturity

5.625%

Issuer

Guarantor

Out amt

Type

06 Sep 2011 Philip Morris International Inc

None

EUR1000m

Senior unsecured

4.25%

23 Mar 2012 Philip Morris International Inc

None

EUR1250m

Senior unsecured

5.875%

04 Sep 2015 Philip Morris International Inc

None

EUR750m

Senior unsecured

5.75%

24 Mar 2016 Philip Morris International Inc

None

EUR750m

Senior unsecured

Call Non-callable except for taxation reasons Negative pledge Negative pledge covers the indebtedness on the issuer and its subsidiaries up to 15% of the consolidated net tangible assets. This excludes in the case of a principal facility, liens incurred in connection with the issuance by a state or political subdivision of any securities the interest on which is exempt from federal income taxes; liens on property or shares of capital stock existing when acquired by the issuer or any subsidiary (including acquisition through merger, share exchange or consolidation). Put None Covenants None Other None Source: Company data, HSBC

326

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Swedish Match Bond Coupon

Maturity

Issuer

4.625%

28 Jun 2013 Swedish Match AB

Guarantor

Out amt

Type

None

EUR300m

Senior unsecured

Call Non-callable except for taxation reasons Negative pledge Negative pledge covers the relevant indebtedness of the issuer and its subsidiaries. Relevant indebtedness is defined as bonds/notes/other securities that are or are to be quoted/listed/dealt on any stock exchange/OTC market. Put Bondholder put at par if there is a change of control (CoC) and this is followed by: (i) rating downgrade from IG to non-IG; (ii) withdrawal of ratings; or (iii) any further one-notch downgrade if already non-IG, within the CoC period. CoC is defined as person directly or indirectly acquiring shares representing more than 50% of the issuer’s share capital or voting rights. The CoC period is the 180-day period commencing either: (i) from; or (ii) prior to, the public announcement of the CoC, depending on whether the rating event results from the actual CoC (the former) or a potential CoC (the latter). Covenants None Other Events of default include default of the issuer or relevant subsidiaries, subject to a SEK50m (or equivalent) carveout. Relevant subsidiaries are subsidiaries whose sales or total assets represent at least 5% of the total consolidated sales or total assets. Source: Company data, HSBC

327


328

abc


abc

Telecoms & Media

329


330

abc


abc

Media & Technology

331

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Bertelsmann Bond Coupon

Maturity

4.375%

Issuer

Guarantor

Out amt

Type

26 Sep 2012 Bertelsmann AG

None

EUR500m

Senior unsecured

7.875%

16 Jan 2014 Bertelsmann AG

None

EUR750m

Senior unsecured

3.625%

06 Oct 2015 Bertelsmann AG

None

EUR500m

Senior unsecured

4.75%

26 Sep 2016 Bertelsmann AG

None

EUR1000m

Senior unsecured

Call Non-callable except for taxation reasons. Negative pledge Negative pledge covers the capital market indebtedness of the issuer. Capital market indebtedness covers bonds, notes, loan stock or other securities that are, or are capable of being, quoted, listed, dealt in or traded on a stock exchange or securities market. Put Applies to the 2012, 2014 and 2016 bonds only: put at par plus accrued interest in the event of a change of control and a rating downgrade by Moody's or S&P within the change of control period (defined as ending 120 days after the date of announcement). A change of control is defined as the acquisition (indirectly or directly) of or more than 50% of the issued capital of the issuer. A rating downgrade is defined as a downgrade to non-investment grade, or if already below investment grade, a further downgrade of one or more notches, or a withdrawal of the rating. Covenants None Other Events of default include default of the issuer, subject to a carve out of EUR50m. Source: Company data, HSBC

332

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BSkyB Bond Coupon

Maturity

Issuer

5.75%

20 Oct 2017 BSkyB Finance UK Plc

Guarantor

Out amt

Type

BSkyB, British Sky Broadcasting Limited and Sky Subscribers Services Limited

GBP400m

Senior unsecured

Call Spens call – higher of par or gilts. Negative pledge Negative pledge covers the indebtedness of the issuer or any of its subsidiaries. Indebtedness is defined as money borrowed or raised and premiums (if any) and capitalised interest (if any) in respect thereof, plus bonds, notes and similar debt instruments, finance leases and letters of credit. Put None Covenants None Other Events of default include default of the issuer or guarantor or any of its subsidiaries, subject to a carve out of USD75m. Source: Company data, HSBC

333

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BSkyB Bond Coupon

Maturity

Issuer

6%

21 May 2027 British Sky Broadcasting Group plc

Guarantor

Out amt

BSkyB Finance UK plc, GBP300m BSkyB Publications Limited, British Sky Broadcasting Limited, Sky Subscribers Services Limited and BSkyB Investments Limited


Call Non-callable except for taxation reasons. Negative pledge Negative pledge covers the indebtedness of the issuer or any of its subsidiaries, excluding liens that are for less than USD450m or 30% of consolidated net tangible assets, which ever is the greater. Indebtedness is defined as money borrowed or raised and premiums (if any) and capitalised interest (if any) in respect thereof, plus bonds, notes and similar debt instruments, finance leases and letters of credit. Put Put at par plus accrued interest if a change of control occurs (>50% stake and pro rata shareholder interests are not substantially the same) and any agency (including Fitch) cuts to sub-investment grade (or any agency cuts by one notch if Sky is already sub-investment grade). This rating change must either occur in the period beginning when a potential change of control is publicly announced (with the change of control happening no more than 180 days later) and ending 90 days after the change of control has occurred, or the ratings must be put on review within this period and downgraded no more than 60 days later. Covenants None Other Events of default include default of the issuer or guarantor or any of its subsidiaries, subject to a carve out of USD75m. Source: Company data, HSBC

334

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Daily Mail & General Trust Bond Coupon

Maturity

7.5%

Issuer

Guarantor

Out amt

Type

29 Mar 2013 Daily Mail & General None Trust plc

GBP156.5m

Senior unsecured

5.75%

07 Dec 2018 Daily Mail & General None Trust plc

GBP349.703m Senior unsecured

10%

09 Apr 2021 Daily Mail & General None Trust plc

GBP156.4m

Senior unsecured

Call Non-callable except for taxation reasons. Negative pledge Negative pledge covers the relevant indebtedness of the issuer or any of its subsidiaries. Relevant indebtedness includes bonds, notes, debentures, loan stock or other securities that are, or are capable of being, traded on any stock exchange or securities market (including OTC markets). Put None Covenants None Other Events of default include default of the issuer or any of its material subsidiaries, subject to a carve out of GBP10m. Material subsidiaries are defined as subsidiaries with profits before tax and extraordinary items or net assets (in each case attributable to the issuer) representing 10% or more of the consolidated profits before tax and extraordinary items or net assets in the latest audited accounts. Source: Company data, HSBC

335

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Daily Mail & General Trust Bond Coupon

Maturity

Issuer

Guarantor

6.375%

21 Jun 2027 Daily Mail & General None Trust plc

Out amt

Type

GBP200m

Senior unsecured

Call Non-callable except for taxation reasons. Negative pledge Negative pledge covers the relevant indebtedness of the issuer or any of its subsidiaries. Relevant indebtedness includes bonds, notes, debentures, loan stock or other securities that are, or are capable of being, traded on any stock exchange or securities market (including OTC markets). Put Put at par plus accrued interest if a change of control occurs (>50% stake by anyone other than the Rothermeres and pro rata shareholder interests are not substantially the same) and either agency cuts to sub-investment grade (or any agency cuts by one notch if DMGT is already sub-investment grade). This change of rating must either occur in the period beginning when a potential change of control is publicly announced (with the change of control happening no more than 180 days later) and ending 90 days after the actual change of control has occurred, or the ratings must be put on review within this period and downgraded no more than 60 days later. Covenants None Other Events of default include default of the issuer or any of its material subsidiaries, subject to a carve out of GBP10m. Material subsidiaries exclude Euromoney Institutional Investor and any other subsidiary less than 75% owned, and are defined as subsidiaries with profits before tax and extraordinary items or net assets (in each case attributable to the issuer) representing 10% or more of the consolidated profits before tax and extraordinary items or net assets in the latest audited accounts. Source: Company data, HSBC

336

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Ericsson Bond Coupon

Maturity

Issuer

5%

24 Jun 2013 Telefonaktiebolaget LM Ericsson

Guarantor

Out amt

Type

None

EUR600m

Senior unsecured

Call Tax call and clean-up call (see put provision). Negative pledge Negative pledge covers the relevant indebtedness of the issuer. Relevant indebtedness means any indebtedness in the form of notes, bonds, debentures, debenture stock, loan stock or other securities with a maturity of more than one year which are quoted, listed or dealt in on any stock exchange or regulated securities market, and where (for so long as the Swedish kronor remains a currency in its own right) it is payable or required to be paid in any other currency, or where it is payable or required to be paid in Swedish kroner and >50% of the aggregate principal amount of such indebtedness was initially offered outside the Kingdom of Sweden. Put Put at par plus accrued interest in the occurrence of a change of control and a rating downgrade or negative rating event by S&P or Moody's occurs within the change of control period. The period is defined as commencing on the earlier of the date of the CoC and the date of the announcement (if any) of a potential CoC (with the change of control happening no more than 180 days later) and ending 120 days after the public announcement. A change of control is defined as the acquisition (indirectly or directly) of >50% of the voting rights of the issuer. A rating downgrade is defined as a downgrade to non-investment grade, or if already below investment grade, a further downgrade of one or more notches, or a withdrawal of the rating. A negative rating event shall be deemed to have occurred if no rating has been assigned and the issuer does not seek to obtain a rating or if it is not at least of investment grade by the end of the CoC period. The issuer has a clean-up call if 95% or more of the bonds have been tendered following the activation of the clause. Covenants None Other Events of default include cross default of issuer on indebtedness in excess of USD50m. Source: Company data, HSBC

337

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ITV Bond Coupon

Maturity

Issuer

Guarantor

Out amt

Type

19 Oct 2015 ITV plc 5.375% step up (see "Other")

Carlton Communications GBP383m Ltd

Senior unsecured

7.375%

Carlton Communications GBP250m Ltd

Senior unsecured

05 Jan 2017 ITV plc

Call Non-callable except for taxation reasons. Negative pledge Negative pledge covers the relevant indebtedness of the issuer. Relevant indebtedness includes bonds, notes, loan stock or other securities that are quoted, listed, dealt in or traded on any recognised securities market (including OTC markets). Put Put at par plus accrued interest if a change of control occurs (>50% stake) and any agency (including Fitch) cuts to sub-investment grade within 180 days (or either agency cuts by one notch if ITV is already sub-investment grade). Covenants None Other Carlton Communications plc will be released from its obligation as guarantor in the event that it guarantees no other capital market indebtedness of the issuer. Events of default include default of the issuer, guarantor or any principal subsidiaries, subject to a carve out (the greater of GBP25m or 5% of the adjusted share capital and reserves). Principal subsidiaries are defined as Granada plc, the guarantor and any subsidiary which holds a Channel 3 Licence (except Border Television Limited and HTV Group Limited). The coupon steps up by 125bp in the case of a rating downgrade to below Baa3 by Moody's or to below BBB- by S&P. Only applies to the 2011 bond: coupon steps down by 125bp in the case of a subsequent rating upgrade by both agencies to at least Baa3/BBB-. The step up/step down will accrue from the next interest payment date. Source: Company data, HSBC

338

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Lagardere SCA Bond Coupon

Maturity

Issuer

4.875%

06 Oct 2014 Lagardere SCA

Guarantor

Out amt

Type

None

EUR1000m

Senior unsecured

Call Non-callable except for taxation reasons. Negative pledge Negative pledge covers the relevant indebtedness of the issuer and the principal subsidiaries. Relevant indebtedness includes bonds, notes, debentures or other securities that are quoted, listed or ordinarily traded on any stock exchange, or on any over-the-counter securities market or other securities market. Principal subsidiary means any subsidiary of the issuer whose total assets or gross revenues represent more than 10% of the total consolidated assets or the gross consolidated revenues of the issuer. Put Put at par plus accrued interest in the event of a change of control. A change of control occurs when the Lagardere family ceases to control all significant decisions of the general partners of the issuer or ceases to control the appointment of the managing partners of the issuer. Covenants None Other Events of default include default of the issuer or any principal subsidiary, subject to a carve out of EUR50m. Principal subsidiary means any subsidiary of the issuer whose total assets or gross revenues represent more than 10% of the total consolidated assets or the gross consolidated revenues of the issuer. Source: Company data, HSBC

339

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Nokia Bond Coupon

Maturity

5.5% 6.75%

Issuer

Guarantor

Out amt

Type

04 Feb 2014 Nokia Oyj

None

EUR1250m

Senior unsecured

04 Feb 2019 Nokia Oyj

None

EUR500m

Senior unsecured

Call Non-callable except for taxation reasons. Negative pledge Negative pledge covers the relevant indebtedness of the issuer or any of its principal subsidiaries. Relevant indebtedness includes bonds, notes, debentures, debenture stock, loan stock or certificate or other securities that are, or are capable of being, traded on any stock exchange or securities market (including OTC markets), but excluding non-recourse securitisation debt. A principal subsidiary is defined as a subsidiary whose total assets or net sales represent more than 10% of total consolidated assets or consolidated net sales as calculated by reference to the then latest audited accounts. Put None Covenants None Other Events of default include cross-default of the issuer or any principal subsidiary on indebtedness (other than nonrecourse securitisation debt), subject to a carve out of EUR75m. Principal subsidiary is defined as a subsidiary whose total assets or net sales represent more than 10% of total consolidated assets or consolidated net sales as calculated by reference to the then latest audited accounts. Source: Company data, HSBC

340

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Pearson Bond Coupon

Maturity

Issuer

7%

27 Oct 2014 Pearson plc

Guarantor

Out amt

Type

None

GBP250m

Senior unsecured

Call Spens call – reference UK Treasury Stock 8% 2015. Also callable for taxation reasons. Negative pledge Negative pledge covers the quoted indebtedness of the issuer. Quoted indebtedness includes bonds, notes, debentures, loan stock or other securities that are, or are capable of being, traded on any stock exchange or securities market (including OTC markets). Put None Covenants None Other Events of default include default of the issuer or any material company, subject to a carve out of USD30m. A material company is defined as any subsidiary with (a) unconsolidated profits (before interest, taxation and non-operating items) representing more than 5% of consolidated profits or (b) with external turnover accounting for more than 3% of consolidated turnover, in the most recent annual consolidated financial statements. Material companies which sell assets or the right to receive any trading profits or turnover are excluded from this definition from the date of such disposal. Source: Company data, HSBC

341

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Pearson Bond Coupon

Maturity

Issuer

Guarantor

6%

15 Dec 2015 Pearson Funding One Pearson plc plc

Out amt

Type

GBP300m

Senior unsecured

Call Tax call and spens call – reference UKT 4.75% 2015. Negative pledge Negative pledge covers the quoted indebtedness of the issuer and guarantor. Quoted indebtedness includes bonds, notes, debenture, debenture stock, loan stock or other securities that are, or are capable of being, traded on any stock exchange or securities market (including OTC markets). Put Put at par plus accrued interest in the event of a change of control and a rating downgrade by Moody's or S&P within the change of control period. The period is defined as starting 60 days before the first public announcement by the guarantor of any change of control (or pending change of control) and ending 60 days following the change of control. Alternatively, the bonds are puttable if the ratings are put on review within this period and downgraded no more than 60 days after public announcement by Moody's or S&P. A change of control is defined as the acquisition (indirectly or directly) of >50% of the issued capital or of the voting rights of the guarantor. A rating downgrade is defined as a downgrade to non-investment grade, or, if already below investment grade, a downgrade of one or more notches (Ba1/BB+ to Ba2/BB being one notch), or a withdrawal of the rating. Covenants None Other Events of default include default of issuer, guarantor or any material company on indebtedness exceeding USD50m. Material company is defined as any subsidiary of the guarantor whose unconsolidated profits exceed 5% of the consolidated profits of the guarantor and its subsidiaries (the group) or whose external turnover exceeds 3% of the consolidated turnover of the group. Material companies which sell assets or the right to receive any trading profits or turnover are excluded from this definition from the date of such disposal. Source: Company data, HSBC

342

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Publicis Bond Coupon

Maturity

Issuer

4.125%

31 Jan 2012 Publicis Groupe SA

Guarantor

Out amt

Type

None

EUR505.725m Senior unsecured

Call Non-callable except for taxation reasons. Negative pledge Negative pledge covers the relevant debt of the issuer. Relevant debt covers bonds or notes, that are, or are capable of being, listed on any regulated securities exchange. Put None Covenants None Other Events of default include default of the issuer or its material subsidiaries, subject to a carve out of EUR25m. Material subsidiary means any subsidiary whose (a) net revenues or consolidated net revenues, (before taxes and extraordinary items) represent at least 5% of the consolidated net revenues of the issuer and of its subsidiaries (before taxes and extraordinary items), or (b) gross assets or consolidated gross assets represent 5% or more of the gross consolidated assets of the issuer and its subsidiaries calculated based upon the most recent audited financial statements. Source: Company data, HSBC

343

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Reed Elsevier Bond Coupon

Maturity

5.625% 7%

Issuer

Guarantor

Out amt

Type

20 Oct 2016 Reed Elsevier Investments plc

Reed Elsevier plc and Reed Elsevier N.V.

GBP400m

Senior unsecured

11 Dec 2017 Reed Elsevier Investments plc

Reed Elsevier plc and Reed Elsevier N.V.

GBP300m

Senior unsecured

Call Tax call and clean-up call (see put provision). Negative pledge Negative pledge covers the relevant indebtedness of the issuer, the guarantors and other Reed Elsevier component companies. Relevant indebtedness means any indebtedness in the form of notes, bonds, debentures, debenture stock, loan stock or other securities with a maturity of more than one year which are quoted, listed or dealt in on any stock exchange or regulated securities market (includes any guarantee in respect of such indebtedness). Reed Elsevier component companies are the collective legal entities of the guarantors and their subsidiaries. Put Put at par plus accrued interest if a change of control occurs (>50% stake in each guarantor and pro rata shareholder interests are not substantially the same) and any agency (including Fitch) cuts to non-investment grade (or any agency cuts by one notch if Reed is already non-investment grade) or if the rating is withdrawn. This rating change must occur in the period beginning when a potential change of control is publicly announced (with the change of control happening no more than 180 days later) and ending 90 days after the change of control has occurred. Alternatively, the bonds are puttable if the ratings are put on review within this period and downgraded no more than 60 days later. The issuer has a clean-up call if 80% or more of the bonds have been tendered following the activation of the clause. Covenants None Other Events of default include cross default of the issuer, guarantor or material subsidiary, subject to a carve out of GBP30m. Material subsidiary is defined as any Reed Elsevier component company whose EBITDA or net external revenues equal or exceed 10% of the combined EBITDA or net external revenues of Reed Elsevier. Source: Company data, HSBC

344

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Reuters Bond Coupon

Maturity

Issuer

4.625%

19 Nov 2010 Reuters Finance plc

Guarantor

Out amt

Type

Reuters Group plc

EUR500m

Senior unsecured

Call Non-callable except for taxation reasons. Negative pledge Negative pledge covers the relevant indebtedness of the issuer or the guarantor. Relevant indebtedness includes bonds, notes, debentures, debenture stock, loan stock or other securities that are, or are capable of being, traded on any stock exchange or securities market (including OTC markets). Put None Covenants None Other Events of default include default of the issuer or the guarantor. Source: Company data, HSBC

345

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SAP Bond Coupon

Maturity

1.75%

Issuer

Guarantor

Out amt

Type

02 Jun 2012 SAP AG

None

EUR600m

Senior unsecured

2.25%

08 Jun 2013 SAP AG

None

EUR600m

Senior unsecured

2.5%

10 Apr 2014 SAP AG

None

EUR500m

Senior unsecured

3.5%

10 Apr 2017 SAP AG

None

EUR500m

Senior unsecured

Call Non-callable except for taxation reasons. Negative pledge Negative pledge covers the capital market indebtedness of the issuer and any principal subsidiary. Capital market indebtedness covers bonds, notes, or any similar securities which are, or are capable of being, quoted, listed or traded on any stock exchange or over-the-counter securities market or certificates of indebtedness (Schuldscheindarlehen) governed by German law. Principal subsidiary means subsidiary of the issuer: (a) which is directly or indirectly controlled by the issuer; (b) in which the issuer holds directly or indirectly the majority of the shares; or (c) for which the issuer is able to directly or indirectly exercise the majority of voting rights. Put Put at par plus accrued interest if a CoC has occurred and within the CoC period any rating previously assigned by any rating agency (S&P or Moody's) is withdrawn or downgraded. This can either mean changed from an investment grade rating to a non-investment grade rating or, if already below investment grade, downgraded by one full notch. The bonds are also puttable if at the time of the CoC there is no rating assigned to the notes or the issuer and no rating agency assigns during the CoC period an investment grade rating to the notes. A CoC has occurred when a person directly or indirectly acquires more than 50% of the issued ordinary share capital of the issuer. The CoC period is means the period commencing on the date of any public announcement or statement of the issuer and ending on the 90th day after the CoC. Covenants None Other Events of default include cross-default of the issuer or any principal subsidiary on indebtedness exceeding EUR50m. Source: Company data, HSBC

346

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TF1 Bond Coupon

Maturity

Issuer

Guarantor

4.375%

12 Nov 2010 Télévision Française 1 None

Out amt

Type

EUR500m

Senior unsecured

Call Non-callable except for taxation reasons. Negative pledge Negative pledge covers the relevant debt of the issuer. Relevant debt includes debt securities, equity securities or equivalent debt instruments that are, or are capable of being, quoted, listed or ordinarily dealt in on any stock exchange or securities market (including OTC markets). Put None Covenants None Other Events of default include default of the issuer, subject to a carve out of EUR15m. Source: Company data, HSBC

347

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Vivendi Bond Coupon

Maturity

Issuer

3.875%

15 Feb 2012 Vivendi SA

Guarantor

Out amt

Type

None

EUR600m

Senior unsecured

Call Non-callable except for taxation reasons. Negative pledge Negative pledge covers the relevant debt of the issuer. Relevant debt covers bonds, notes, debentures, loan stock or other securities that are, or are intended to be, traded on a stock exchange or securities market (including OTC markets). Put None Covenants None Other Events of default include default of the issuer or its material subsidiaries, subject to a carve out of EUR100m. Material subsidiaries are defined as: (a) subsidiaries whose revenues and/or EBITDA represent 5% or more of the consolidated group revenue and/or EBITDA in the latest annual financial statements; (b) the subsidiary of the issuer which owns the interest of the group in National Broadcasting Company Universal Inc. and each direct or indirect holding company of that subsidiary; (c) (for so long as the group owns 5%. or more of the total share capital of Véolia Environnement S.A.) any subsidiary of the issuer which owns the interest of the group in Véolia Environnement S.A. and each direct or indirect holding company of that subsidiary; or (d) each subsidiary of the issuer that acquires any assets or shares having, at the time of the acquisition, a value equal to 5% or more of the consolidated total assets of the group (as shown in the then latest audited consolidated financial statements of the group) and each direct or indirect holding company of that subsidiary. An event of default also occurs if the issuer sells or otherwise disposes of all, or almost all, of its assets. Source: Company data, HSBC

348

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Vivendi Bond Coupon

Maturity

4.5%

Issuer

Guarantor

Out amt

Type

03 Oct 2013 Vivendi SA

None

EUR700m

Senior unsecured

7.75%

23 Jan 2014 Vivendi SA

None

EUR1120m

Senior unsecured

4.25%

01 Dec 2016 Vivendi SA

None

EUR500m

Senior unsecured

4%

31 Mar 2017 Vivendi SA

None

EUR750m

Unsubordinated notes

4.875%

02 Dec 2019 Vivendi SA

None

EUR700m

Senior unsecured

Call Tax call and clean-up call (see put provision). Negative pledge Negative pledge covers the relevant debt of the issuer. Relevant debt covers bonds, notes, debentures, loan stock or other securities that are, or are intended to be, quoted, listed or ordinarily dealt in on any stock exchange or securities market (including OTC markets). Put Put at par plus accrued interest in the event of a change of control and a rating downgrade by any agency (including Fitch) within the change of control period. The period is defined as commencing on the date of the first public announcement of the relevant change of control and ending on the date which is 60 days thereafter; or the period commencing 60 days before the date of the first public announcement of the relevant change of control and ending on the date of such announcement. A change of control is defined as the acquisition (indirectly or directly) of >50% of the voting rights and pro rata shareholder interests are not substantially the same. A rating downgrade is defined as a downgrade to non-investment grade, or if already below investment grade, a downgrade of one or more notches (Ba1/BB+ to Ba2/BB being one notch), or a withdrawal of the rating. The issuer shall redeem, or at the option of the issuer, purchase the relevant notes unless previously redeemed or purchased. Covenants None Other Events of default include default of the issuer and material subsidiaries, subject to a carve out of EUR100m. Material subsidiaries are defined as: (a) subsidiaries whose revenues and/or EBITDA represent 5% or more of the consolidated group revenue and/or EBITDA in the latest annual financial statements; (b) the subsidiary of the issuer which owns the interest of the group in National Broadcasting Company Universal Inc. and each direct or indirect holding company of that subsidiary; (c) each subsidiary of the issuer that acquires any assets or shares having, at the time of the acquisition, a value equal to 5% or more of the consolidated total assets of the group (as shown in the then latest audited consolidated financial statements of the group) and each direct or indirect holding company of that subsidiary. An event of default also occurs if the issuer sells or otherwise disposes of all or almost all of its assets. Source: Company data, HSBC

349

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Wolters Kluwer Bond Coupon

Maturity

5.125% 6.375%

Issuer

Guarantor

Out amt

Type

27 Jan 2014 Wolters Kluwer N.V

None

EUR700m

Senior unsecured

10 Apr 2018 Wolters Kluwer NV

None

EUR750m

Senior unsecured

Call Non-callable except for taxation reasons. Negative pledge Negative pledge covers the relevant indebtedness of the issuer or any of its subsidiaries. Relevant indebtedness includes bonds, notes, debentures, debenture stock, loan stock, certificates or other instrument that are, or are capable of being, traded on any stock exchange or securities market (including OTC markets) and any guarantee or indemnity in respect of any such indebtedness. Put Applies to the 2018 bond: Put at par plus accrued interest if a change of control occurs (>50% stake of issued capital/voting rights and pro rata shareholder interests are not substantially the same) and either agency cuts to noninvestment grade (or either agency cuts by one notch if issuer is already non-investment grade) or a negative rating event occurs. This must occur in the period beginning the date when a relevant potential change of control is publicly announced (with the change of control happening no more than 180 days later) or the date of the first public announcement of a relevant change of control, which ever is the earlier, and ending 180 days after the announcement. A negative rating event shall be deemed to have occurred if no rating has been assigned and the issuer does not seek to obtain a rating or if it is not at least of investment grade by the end of the change of control period. Covenants None Other Events of default include default of the issuer or any subsidiary, subject to a carve out of EUR25m. Source: Company data, HSBC

350

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WPP Bond Coupon

Maturity

4.375%

Issuer

Guarantor

Out amt

Type

05 Dec 2013 WPP Group Plc

WPP 2005 Ltd.

EUR600m

Senior unsecured

5.25%

30 Jan 2015 WPP Finance SA

WPP Group plc and WPP 2005 Ltd.

EUR500m

Senior unsecured

6.625%

12 May 2016 WPP Group plc

WPP 2005 Ltd.

EUR750m

Senior unsecured

6%

04 Apr 2017 WPP Group Plc

WPP 2005 Ltd.

GBP400m

Senior unsecured

6.375%

06 Nov 2020 WPP Finance SA

WPP Group plc and WPP 2005 Ltd.

GBP200m

Senior unsecured

Call Tax call and clean-up call (see put provision). Negative pledge Negative pledge covers the relevant debt of the issuer or any of its principal subsidiaries. Relevant debt includes bonds, notes, debentures, loan stock or other securities that are, or are capable of being, traded on any stock exchange or securities market (including OTC markets), but excludes indebtedness with a stated maturity of less than one year. Principal subsidiaries are defined as subsidiaries with consolidated revenue higher than 5% of the consolidated group's revenues. Put Put at par plus accrued interest if a change of control occurs (>50% stake of share capital or voting rights of WPP or [if issued by WPP Finance] WPP Finance or WPP 2005 Limited ceases to be a direct or indirect subsidiary of the WPP Group plc) and any agency (including Fitch) cuts to non-investment grade within 120 days, or either Moody’s or S&P cuts by one notch if WPP is already non-investment grade, or the rating is withdrawn. Alternatively, the bonds are puttable if the ratings are put on review within 120 days of the change of control and subsequently downgraded. The issuer has a clean-up call if 80% or more of the bonds have been tendered following the activation of the clause. Covenants None Other Events of default include default of the issuer, the guarantor or any of its principal subsidiaries, subject to a carve out of GBP30m. Principal subsidiaries are defined as subsidiaries with consolidated revenue higher than 5% of the consolidated group's revenues for that financial year. Source: Company data, HSBC

351


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abc

Telecoms

353

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America Movil Bond Coupon

Maturity

Issuer

Guarantor

Out amt

Type

3.75%

28 Jun 2017 America Movil SAB de Radiomovil Dipsa SA de EUR1000m CV CV – TELCEL

Senior unsecured

4.75%

28 Jun 2022 America Movil SAB de Radiomovil Dipsa SA de EUR750m CV CV – TELCEL

Senior unsecured

5.75%

28 Jun 2030 America Movil SAB de Radiomovil Dipsa SA de GBP650m CV CV – TELCEL

Senior unsecured

Call Callable at a redemption price equal to 100% of the principal amount and the sum of the present values of each remaining scheduled payment of principal and interest thereon discounted to the redemption date on an annual basis at the Bund rate + 35 basis points (in the case of the 2017 euro notes) or +40 basis points (in the case of the 2022 euro notes) and at the sterling benchmark rate plus 30 basis points in the case of the 2030 sterling notes. All bonds also callable for taxation reasons. Negative pledge See covenants for limitations on liens. Put None Covenants The issuer or any restricted subsidiary may not issue or assume any liens on restricted property to secure debt, if the debt plus aggregated amount of attributable debt exceeds 15% of consolidated net tangible assets. The issuer or any restricted subsidiary may not enter into any sale and leaseback transaction without providing that the debt securities will be secured equally. The issuer or any restricted subsidiary may not sell, transfer or otherwise dispose of >50% of capital stock of Telcel. The issuer or Telcel may not embark on any mergers, consolidation or sale of assets. Other Events of default include default of the issuer or the guarantor subject to a carve out of USD25m. The documentation includes defeasance language. Source: Company data, HSBC

354

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AT&T Bond Coupon

Maturity

4.375%

Issuer

Guarantor

Out amt

Type

15 Mar 2013 AT&T Inc

None

EUR1250m

Senior unsecured

6.125%

02 Apr 2015 AT&T Inc

None

EUR1250m

Senior unsecured

5.875%


None

GBP750m

Senior unsecured

5.5%

15 Mar 2027 AT&T Inc

None

GBP600m

Senior unsecured

7%


None

GBP1100m

Senior unsecured

Call 2013 and 2027 bonds: callable – reference European government bond rate + 50 bps. 2017 and 2040 bonds: spens call – reference UK government bond rate + 25bp. 2015 bond: non callable. All bonds callable for taxation reasons. Negative pledge 2015 bond gives no negative pledge. For all others: notes will rank pari passu, without any preference among themselves, with all other outstanding unsecured and unsubordinated obligations of the issuer, present and future, but, in the event of insolvency, only to the extent permitted by applicable laws relating to creditors’ rights. Put None Covenants None Other Events of default only includes a default on the bonds or bankruptcy of the issuer. Source: Company data, HSBC

355

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Belgacom Bond Coupon

Maturity

Issuer

Guarantor

Out amt

Type

23 Nov 2011 Belgacom SA 4.125% Step up (see "Other")

None

EUR775m

Senior unsecured

4.375% 23 Nov 2016 Belgacom SA Step up (see "Other")

None

EUR950m

Senior unsecured

Call Non-callable except for taxation reasons. Negative pledge Negative pledge covers bonds, notes, debentures, CP or other securities. Put None Covenants None Other Events of default include default of the issuer subject to a carve out of USD30m. The coupon steps up according to the lower of Belgacom's S&P or Moody's rating: 50bp per notch below Baa3/BBB-. The coupon steps down according to the same mechanism. The step up/step down will accrue from the next interest payment date. Source: Company data, HSBC

356

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BT Bond Coupon

Maturity

Issuer

Guarantor

Out amt

Type

15 Feb 2011 British None 7.875% Step up Telecommunications (see "Other") plc

EUR1125m

Senior unsecured

8.5% 07 Dec 2016 British None Step up Telecommunications (see "Other") plc

GBP700m

Senior unsecured

8.625%

26 Mar 2020 British None Telecommunications plc

GBP300m

Senior unsecured

5.75%

07 Dec 2028 British None Telecommunications plc

GBP600m

Senior unsecured

Call 2011 bond: spens call – reference government bond rate + 30bp. 2016 bond: spens call – reference government bond rate + 35bp. All also callable for taxation reasons. Negative pledge Negative pledge covers the capital market indebtedness of the issuer or any of its subsidiaries. Capital market indebtedness is any obligation in the form of bonds, notes or other securities which are (or the issuer has publicly declared that it intends to have) quoted, listed, dealt in or traded on any stock exchange or other recognised securities market. Put Put at par plus accrued interests if (a) the issuer consolidates with or merges into any other person, or conveys, transfers or leases all substantial assets to another person except for the purpose of a reconstruction or an amalgamation approved by the trustee in writing, and (b) the rating assigned to the notes is lower than Baa2 by Moody's and/or BBB by S&P as a result of such a transaction. Covenants None Other Events of default include default of the issuer, subject to a carve out of GBP25m. This only applies to the 2011 and 2016 bonds: coupon steps up by 25bp per notch and per rating agency following a rating downgrade to below A3 by Moody's or to below A- by S&P. The coupon steps down by 25bp per notch and per rating agency following subsequent upgrades. The step up/step down will accrue from the next interest payment date. Source: Company data, HSBC

357

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BT Bond Coupon

Maturity

Issuer

5.25%

22 Jan 2013

5.25%

Guarantor

Out amt

Type

British Telecommunications plc None

EUR1000m

Senior unsecured

23 Jun 2014


EUR750m

Senior unsecured

6.125%

11 Jul 2014


EUR600m

Senior unsecured

6.5%

07 Jul 2015


EUR1000m

Senior unsecured

6.625%

23 Jun 2017


GBP500m

Senior unsecured

6.375%

23 Jun 2037


GBP500m

Senior unsecured

Call 2013 bond: callable – reference government bond rate + 27.5bps. Jun 2014 bond: spens call – reference government bond rate + 27.5bp. Jul 2014 bond: callable – reference government bond rate + 35bps. Jul 2015 bond : callable – reference government bond rate + 27.5bps. 2017 bond: spens call – reference government bond rate + 30bp. 2037 bond: spens call – reference government bond rate + 35bp. All also callable for taxation reasons. Negative pledge Negative pledge covers the capital market indebtedness of the issuer or any of its subsidiaries. Capital market indebtedness is any obligation in the form of bonds, notes or other securities which are (or the issuer has publicly declared that it intends to have) quoted, listed, dealt in or traded on any stock exchange or other recognised securities market. Put Put at par plus accrued interest in the occurence of a change of control and a rating downgrade or negative rating event by any agency (including Fitch) occurs within the change of control period. The period is defined as beginning when a potential CoC is publicly announced (with the CoC happening no more than 180 days later) and ending 90 days after the actual CoC has occurred. Alternatively, if the rating is under review by a rating agency for more than 60 days after such announcement, the bonds are puttable. A change of control is defined as the acquisition (indirectly or directly) of >50% of the issued capital or voting rights of the issuer or direct/indirect holding company of the issuer. A rating downgrade is defined as a downgrade to non-investment grade, or if already below investment grade, a further downgrade of one or more notches, or a withdrawal of the rating. A negative rating event shall be deemed to have occurred if no rating has been assigned and the issuer does not seek to obtain a rating or if it is not at least of investment grade by the end of the CoC period. Covenants None Other Events of default include default of the issuer, subject to a carve out of the higher of GBP25m and 1% of the adjusted share capital and reserves. Source: Company data, HSBC

358

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Deutsche Telekom Bond Coupon

Maturity

11 Jul 2011 7.125% Step up (see "Other")

Issuer

Guarantor

Out amt

Deutsche Telekom AG EUR3500m Deutsche Telekom International Finance

7.625% 15 Jun 2030 Deutsche Telekom Deutsche Telekom AG GBP300m Step up International Finance (see "Other")


Senior unsecured

Call Non-callable except for taxation reasons. Negative pledge Negative pledge covers the capital market indebtedness of the issuer or the guarantor. Capital market indebtedness includes bonds, notes or other debt securities which are capable of being listed or traded on any stock exchange or other recognised securities market, but excludes any off-balance sheet assets and obligations as well as consolidations or mergers with other companies or firms and any assets sold on a non-recourse basis. Put None Covenants None Other Events of default include default of the issuer or the guarantor, subject to a carve out of EUR25m. 2030 bond documentations include defeasance language. The coupon steps up by 50bp in the case of a rating downgrade to below A3 by Moody's and to below A- by S&P. Subsequently, coupon steps down by 50bp in the case of a rating upgrade by both agencies above Baa1/BBB+. The step up/step down will accrue from the next interest payment date. Source: Company data, HSBC

359

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Maturity

Issuer

Guarantor

Out amt

Type

09 Dec 2010 Deutsche Telekom Deutsche Telekom AG GBP250m 6.25% International Finance Step up (see "Other")

Senior unsecured

8.125% 29 May 2012 Deutsche Telekom Deutsche Telekom AG EUR2000m International Finance Step up (see "Other")

Senior unsecured

6.625% 29 Mar 2018 Deutsche Telekom Deutsche Telekom AG EUR500m International Finance Step up (see "Other")

Senior unsecured

7.5% 24 Jan 2033 Deutsche Telekom Deutsche Telekom AG EUR500m Step up International Finance (see "Other")

Senior unsecured

Call Non-callable except for taxation reasons. Negative pledge Negative pledge covers the capital market indebtedness of the issuer or the guarantor. Capital market indebtedness includes bonds, notes or other debt securities which are capable of being listed or traded on any stock exchange or other recognised securities market, but excludes any off-balance sheet assets and obligations as well as consolidations or mergers with other companies or firms and any assets sold on a non-recourse basis. Put None Covenants None Other Events of default include default of the issuer or the guarantor, subject to a carve out of EUR25m. 2012 bond documentation includes defeasance language. The coupon steps up by 50bp in the case of a rating downgrade to below Baa1 by Moody's and to below BBB+ by S&P. Subsequently, coupon steps down by 50bp in the case of a rating upgrade to above Baa2 by Moody's and BBB by S&P. The step up/step down will accrue from the next interest payment date. Source: Company data, HSBC

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Maturity

Issuer

Guarantor

Out amt

Type

26 Sep 2012 Deutsche Telekom Deutsche Telekom AG GBP500m 7.125% International Finance Step up (see "Other")

Senior unsecured

7.375% 04 Dec 2019 Deutsche Telekom Deutsche Telekom AG GBP250m Step up International Finance (see "Other")

Senior unsecured

Call Non-callable except for taxation reasons. Negative pledge Negative pledge covers the capital market indebtedness of the issuer or the guarantor. Capital market indebtedness includes bonds, notes or other debt securities which are capable of being listed or traded on any stock exchange or other recognised securities market, but excludes any off-balance sheet assets and obligations as well as consolidations or mergers with other companies or firms and any assets sold on a non-recourse basis. Put None Covenants None Other Events of default include default of the issuer or the guarantor, subject to a carve out of EUR25m. 2012 bond documentation includes defeasance language. The coupon steps up by 50bp in the case of a rating downgrade to below Baa1 by Moody's and to below BBB+ by S&P. Subsequently, coupon steps down by 50bp in the case of a rating upgrade to above Baa2 by Moody's and BBB by S&P. The step up/step down will accrue from the next interest payment date. Source: Company data, HSBC

361

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Maturity

Issuer

Guarantor

Out amt

Type

4%

13 Apr 2011 Deutsche Telekom Deutsche Telekom AG EUR750m International Finance

Senior unsecured

4.5%

25 Oct 2013 Deutsche Telekom Deutsche Telekom AG EUR1500m International Finance BV

Senior unsecured

5.75%

10 Jan 2014 Deutsche Telekom Deutsche Telekom AG EUR500m International Finance BV

Senior unsecured

4.375%

02 Jun 2014 Deutsche Telekom Deutsche Telekom AG EUR500m International Finance BV

Senior unsecured

5.875%

10 Sep 2014 Deutsche Telekom Deutsche Telekom AG EUR750m International Finance BV

Senior unsecured

4%


Senior unsecured

Call Non-callable except for taxation reasons. Negative pledge Negative pledge covers the capital market indebtedness of the issuer or the guarantor. Capital market indebtedness includes bonds, notes or other debt securities which are capable of being listed or traded on any stock exchange or other recognised securities market, but excludes any off-balance sheet assets and obligations as well as consolidations or mergers with other companies or firms and any assets sold on a non-recourse basis. Put None Covenants None Other Events of default include default of the issuer or the guarantor, subject to a carve out of EUR25m. Source: Company data, HSBC

362

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Maturity

Issuer

Guarantor

Out amt

5.625%

19 Jul 2013

Deutsche Telekom AG GBP250m Deutsche Telekom International Finance

Senior unsecured

4.875%

23 Sep 2014 Deutsche Telekom Deutsche Telekom AG GBP250m International Finance BV

Senior unsecured

5.75%

14 Apr 2015 Deutsche Telekom Deutsche Telekom AG EUR1500m International Finance BV

Senior unsecured

4.75%

31 May 2016 Deutsche Telekom Deutsche Telekom AG EUR500m International Finance

Senior unsecured

6%


Senior unsecured

5.375%

27 Jul 2021

Senior unsecured

Deutsche Telekom Deutsche Telekom AG EUR350m International Finance BV

Type


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Maturity

Issuer

Guarantor

Out amt

4.25%

16 Mar 2020 Deutsche Telekom Deutsche Telekom AG EUR500m International Finance BV

Senior unsecured

6.5%

08 Apr 2022 Deutsche Telekom Deutsche Telekom AG GBP700m International Finance BV

Senior unsecured

4.25%

13 Jul 2022

Senior unsecured

4.875%

22 Apr 2025 Deutsche Telekom Deutsche Telekom AG EUR500m International Finance BV

Senior unsecured

8.875%

27 Nov 2028 Deutsche Telekom Deutsche Telekom AG GBP250m International Finance BV

Senior unsecured

Deutsche Telekom Deutsche Telekom AG EUR1250m International Finance BV

Type


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Eutelsat Bond Coupon

Maturity

Issuer

4.125%

27 Mar 2017 Eutelsat SA

Guarantor

Out amt

Type

None

EUR850m

Senior unsecured

Call Non-callable except for taxation reasons. Negative pledge Negative pledge covers the relevant debt of the issuer or any of its material subsidiaries. Material subsidiary means any subsidiary of the issuer whose EBITDA is 10% or more of consolidated EBITDA or whose total assets are 10% or more of consolidated total assets of the issuer. Relevant debt includes any bonds, notes or other debt securities that are capable of being quoted, admitted or trading on any stock exchange, OTC market or other securities market. Put Put at par plus accrued interest in the occurence of a change of control and a negative rating event occurs within the change of control period. The period is defined as 120 days after the public announcement of the CoC. A CoC occurs when Eutelsat Communications S.A. ceases to own at least 50% of the share capital and the voting rights of the issuer. A negative rating event is defined as either a downgrade to non-investment grade, or if already below investment grade, a further downgrade of one or more notches, or a withdrawal of the rating by S&P, and in case of a withdrawal by S&P of its credit rating, Moody's. Covenants None Other Events of default include default of the issuer, subject to a carve out of EUR50m. Source: Company data, HSBC

365

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France Telecom Bond Coupon

Maturity

3% 6.625%

Issuer

Guarantor

Out amt

Type

14 Oct 2010 France Telecom

None

EUR1000m

Senior unsecured

10 Nov 2010 France Telecom

None

EUR1400m

Senior unsecured

7.5% 14 Mar 2011 France Telecom step up (see "Other")

None

GBP600m

Senior unsecured

4.625%

23 Jan 2012 France Telecom

None

EUR750m

Senior unsecured

4.375%

21 Feb 2012 France Telecom S.A. None

EUR1225m

Senior unsecured

5.5%

24 May 2012 France Telecom SA

None

GBP250m

Senior unsecured

7.25%


None

EUR3500m

Senior unsecured

Call Non-callable except for taxation reasons. Negative pledge Negative pledge covers the relevant indebtedness of the issuer or any of its principal subsidiaries. Relevant indebtedness includes bonds, notes (including those under the ETMN Programme), or other securities that are, or are capable of being, traded on any stock exchange or securities market (including OTC markets), but excluding private placements. A principal subsidiary is defined as a subsidiary that is managed and controlled by the issuer and whose total assets or operating income represent more than 15% of total consolidated assets or consolidated operating income as calculated by reference to the then latest audited accounts. Put None Covenants None Other Events of default include default of the issuer, subject to a carve out of EUR20m. Only applies to the 2011 bond: coupon steps up by 25bp per notch and per rating agency following a rating downgrade to below A3 by Moody's or to below A- by S&P. The coupon steps down by 25bp per notch and per rating agency following subsequent upgrades. The step up/step down will accrue from the next interest payment date. Source: Company data, HSBC

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Maturity

5.25%

Issuer

Guarantor

Out amt

Type


None

EUR750m

Senior unsecured

3.625%

14 Oct 2015 France Telecom

None

EUR1150m

Senior unsecured

4.75%

21 Feb 2017 France Telecom S.A. None

EUR1900m

Senior unsecured

8%

20 Dec 2017 France Telecom

None

GBP500m

Senior unsecured

5.625%


None

EUR1550m

Senior unsecured

7.25%

10 Nov 2020 France Telecom

None

GBP450m

Senior unsecured

4.219%

13 Nov 2022 France Telecom SA

None

EUR500m

Senior unsecured

5.25%

05 Dec 2025 France Telecom SA

None

GBP350m

Senior unsecured

Call Non-callable except for taxation reasons. Only applies to the 2022 bond: callable – fixed income bond (determined by the calculation agent). Negative pledge Negative pledge covers the relevant indebtedness of the issuer or any of its principal subsidiaries. Relevant indebtedness includes bonds, notes (including those under the ETMN Programme), or other securities that are, or are capable of being, traded on any stock exchange or securities market (including OTC markets), but excluding private placements. A principal subsidiary is defined as a subsidiary that is managed and controlled by the issuer and whose total assets or operating income represent more than 15% of total consolidated assets or consolidated operating income as calculated by reference to the then latest audited accounts. Put Only applies to the 2022 bond: puttable in whole at par on the early termination date. The date refers to any of the interest payment dates falling on 13 November 2010, 13 November 2012, 13 November 2014, 13 November 2016, 13 November 2018 and 13 November 2020. Covenants None Other Events of default include default of the issuer, subject to a carve out of EUR20m. Source: Company data, HSBC

367

abc



Maturity

8.125%

Issuer

Guarantor

Out amt

Type

20 Nov 2028 France Telecom SA

None

GBP500m

Senior unsecured

8.125%


None

EUR1500m

Senior unsecured

5.625%


None

GBP500m

Senior unsecured

Call Non-callable except for taxation reasons. Negative pledge Negative pledge covers the relevant indebtedness of the issuer or any of its principal subsidiaries. Relevant indebtedness includes bonds, notes (including those under the ETMN Programme), or other securities that are, or are capable of being, traded on any stock exchange or securities market (including OTC markets), but excluding private placements. A principal subsidiary is defined as a subsidiary that is managed and controlled by the issuer and whose total assets or operating income represent more than 15% of total consolidated assets or consolidated operating income as calculated by reference to the then latest audited accounts. Put None Covenants None Other Events of default include default of the issuer, subject to a carve out of EUR20m. Source: Company data, HSBC

368

abc



Maturity

5%

Issuer

Guarantor

Out amt

Type

22 Jan 2014 France Telecom SA

None

EUR1000m

Senior unsecured

5%


None

GBP750m

Senior unsecured

3.875%

09 Apr 2020 France Telecom SA

None

EUR1000m

Senior unsecured

Call Non-callable except for taxation reasons. Negative pledge Negative pledge covers the relevant indebtedness of the issuer or any of its principal subsidiaries. Relevant indebtedness includes bonds, notes (including those under the ETMN Programme), or other securities that are, or are capable of being, traded on any stock exchange or securities market (including OTC markets), but excluding private placements. A principal subsidiary is defined as a subsidiary that is managed and controlled by the issuer and whose total assets or operating income represent more than 15% of total consolidated assets or consolidated operating income as calculated by reference to the then latest audited accounts. Put None Covenants None Other Events of default include cross-default of the issuer on indebtedness exceeding EUR50m. Source: Company data, HSBC

369

abc


OTE Bond Coupon

Maturity

3.75%

5%

Issuer

Guarantor

Out amt

Type

11 Nov 2011 OTE PLC

Hellenic Telecommunications Organization S.A.

EUR650m

Senior unsecured

05 Aug 2013 OTE PLC


EUR1243m

Senior unsecured

Call Non-callable except for taxation reasons. Negative pledge Negative pledge covers the relevant debt of the issuer or the guarantor. Relevant debt includes bonds, notes, debentures, debenture stock, loan stock or other securities that are, or are capable of being, traded on any stock exchange or securities market (including OTC markets). Put None Covenants None Other Events of default include default of the issuer or the guarantor, subject to a carve out of USD17.5m. Source: Company data, HSBC

370

abc


OTE Bond Coupon

Maturity

Issuer

4.625%

20 May 2016 OTE PLC

Guarantor

Out amt

Type


EUR900m

Senior unsecured

Call Non-callable except for taxation reasons. Negative pledge Negative pledge covers the relevant indebtedness of the issuer or the guarantor. Relevant indebtedness includes bonds, notes, debentures, debenture stock, loan stock or other instruments that are, or are capable of being, traded on any stock exchange or securities market (including OTC markets). Put Put at par plus accrued interest if a change of control occurs (>50% stake by anyone other than the Hellenic Republic) and any agency cuts to sub-investment grade (or any agency cuts by one notch if OTE is already subinvestment grade). This rating change must occur in the period beginning when a potential or actual change of control is publicly announced and ending 120 days after the first announcement of the actual change of control. Alternatively, the bonds are puttable if ratings are put on review 60-120 days after the first announcement of a change of control and downgraded no more than 60 days later. Covenants None Other Events of default include default of the issuer or the guarantor, subject to a carve out of EUR25m. Source: Company data, HSBC

371

abc


OTE Bond Coupon

Maturity

Issuer

Guarantor

Out amt

14 Feb 2011 OTE PLC 5.375% step up (see "Other")


EUR1443.996 Senior unsecured m

6%


EUR600m

12 Feb 2015 OTE PLC

Type

Senior unsecured

Call Non-callable except for taxation reasons. Negative pledge Negative pledge covers the relevant indebtedness of the issuer or guarantor. Relevant indebtedness includes bonds, notes, debenture, debenture stock, loan stock, certificate or other securities that are, or are capable of being, traded on any stock exchange or securities market (including OTC markets). Put Put at par plus accrued interest in the event of a change of control and a rating downgrade by Moody's, S&P, or other equivalent agency within the change of control period. The period is defined as starting at the first public announcement of the CoC or announcement of a potential CoC, which ever is the earlier, and ending 120 days after the actual CoC has occurred. Alternatively, the bonds are puttable if the ratings are put on review within this period and downgraded no more than 60 days after public announcement by either agency. A change of control is defined as the direct or indirect acquisition (other than by the Hellenic Republic or entities directly or indirectly controlled by the Hellenic Republic) of >50% of the issued capital or voting rights of the guarantor. A rating downgrade is defined as a downgrade to non-investment grade, or if already below investment grade, a further downgrade of one or more notches, or a withdrawal of the rating. Covenants None Other Events of default include cross-default of the issuer or any principal subsidiary on indebtedness exceeding EUR25m. The coupon steps up by 125bp in the case of a rating downgrade to below Baa3 by Moody's or to below BBB- by S&P. The coupon steps down by 125bp in the case of a subsequent rating upgrade by both agencies to at least Baa3/BBB-. Source: Company data, HSBC

372

abc


KPN Bond Coupon

Maturity

Issuer

Guarantor

Out amt

Type

4.5%

21 Jul 2011

Koninklijke KPN N.V. None

EUR1425m

Senior unsecured

5%

13 Nov 2012 Koninklijke KPN NV

None

EUR1250m

Senior unsecured

4.5%

18 Mar 2013 Koninklijke KPN NV

None

EUR850m

Senior unsecured

6.25%

16 Sep 2013 Koninklijke KPN NV

None

EUR850m

Senior unsecured

6.25%

04 Feb 2014 Koninklijke KPN NV

None

EUR750m

Senior unsecured

4.75%

29 May 2014 Koninklijke KPN N.V. None

EUR650m

Senior unsecured

4%

22 Jun 2015 Koninklijke KPN NV

None

EUR1000m

Senior unsecured

6.5%

15 Jan 2016 Koninklijke KPN NV

None

EUR925m

Senior unsecured

Call Non-callable except for taxation reasons. Negative pledge Negative pledge covers the public debt of the issuer. Public debt includes bonds, notes, or other securities with an initial life of minimum two years that are, or are capable of being, traded on any stock exchange or securities market (including OTC markets). Put The put provision does not apply to the 2011 and 2015 bonds. Put at par plus accrued interest in the event of a change of control and a rating downgrade by either agency within the change of control period. The period is defined as ending 90 days after the CoC has occurred. A change of control is defined as the acquisition (indirectly or directly) of >50% of the issued capital or the voting rights of the issuer. A rating downgrade is defined as a downgrade to noninvestment grade, or if already below investment grade, a downgrade of one or more notches, or a withdrawal of the rating by Moody's and S&P. Covenants None Other Events of default include default of the issuer, subject to a carve out of USD30m. Source: Company data, HSBC

373

abc


KPN Bond Coupon

Maturity

Issuer

Guarantor

Out amt

Type

5.75%

18 Mar 2016 Koninklijke KPN NV

None

GBP275m

Senior unsecured

4.75%

17 Jan 2017 Koninklijke KPN N.V. None

EUR1000m

Senior unsecured

7.5%

04 Feb 2019 Koninklijke KPN NV

None

EUR750m

Senior unsecured

6%

29 May 2019 Koninklijke KPN N.V. None

GBP250m

Senior unsecured

5.625%

30 Sep 2024 Koninklijke KPN N.V. None

EUR700m

Senior unsecured

5.75%

17 Sep 2029 Koninklijke KPN N.V. None

GBP850m

Senior unsecured

Call Non-callable except for taxation reasons. Negative pledge Negative pledge covers the public debt of the issuer. Public debt includes bonds, notes, or other securities with an initial life of minimum two years that are, or are capable of being, traded on any stock exchange or securities market (including OTC markets). Put Put at par plus accrued interest in the event of a change of control and a rating downgrade by either agency within the change of control period. The period is defined as ending 90 days after the actual CoC has occurred. A change of control is defined as the acquisition (indirectly or directly) of >50% of the issued capital or the voting rights of the issuer. A rating downgrade is defined as a downgrade to non-investment grade, or if already below investment grade, a further downgrade of one or more notches, or a withdrawal of the rating by Moody's and S&P. Covenants None Other Events of default include default of the issuer, subject to a carve out of USD30m. Source: Company data, HSBC

374

abc


NTT Bond Coupon

Maturity

Issuer

Guarantor

4.125%

09 Jun 2011 Nippon Telegraph and None Telephone Corporation

Out amt

Type

EUR500m

Senior unsecured

Call Non-callable except for taxation reasons. Negative pledge Negative pledge covers the external Indebtedness of the issuer. External indebtedness includes bonds, notes, debentures or other securities which either (a) are denominated/ payable in a currency other than yen, or more than 50% of principal is initially distributed outside Japan; (b) are not repayable within three years from the date of issue; or (c) are, or are capable of being, quoted, listed or ordinarily traded on any stock exchange or on any over-thecounter securities market. Put None Covenants None Other Events of default include default of the issuer. Source: Company data, HSBC

375

abc


Portugal Telecom Bond Coupon

Maturity

Issuer

Guarantor

3.75%

26 Mar 2012 Portugal Telecom None International Finance B.V.

Out amt

Type

EUR1300m

Senior unsecured

Call Non-callable except for taxation reasons. Negative pledge Negative pledge covers the loan stock of the issuer, Portugal Telecom S.G.P.S., S.A or PT Communicacoes, S.A apart from permitted securities. Loan stock includes bonds, notes, debentures, loan stock or other securities with an original maturity of more than one year that are, or are capable of being, traded on any stock exchange or securities market (including OTC markets), other than indebtedness where the majority is initially placed with Portuguese investors. Permitted securities are defined as security interest over assets in case of a consolidation or merger in accordance with normal market practice limited to the value of such assets. Put None Covenants None Other Events of default include cross default of the issuer, keep well provider or any relevant subsidiary, subject to a carve out of USD20m. Relevant subsidiary is defined as a subsidiary whose turnover represents in excess of 10% of the consolidated turnover of PT and its subsidiaries on a consolidated basis and by reference to the then latest annual accounts. Source: Company data, HSBC

376

abc



Maturity

4.375%

4.5%

Issuer

Guarantor

Out amt

Type

24 Mar 2017 Portugal Telecom None International Finance B.V.

EUR500m

Senior unsecured

16 Jun 2025 Portugal Telecom None International Finance B.V.

EUR500m

Senior unsecured

Call Non-callable except for taxation reasons. Negative pledge Negative pledge covers the loan stock of the issuer, Portugal Telecom S.G.P.S., S.A or PT Communicacoes, S.A apart from permitted securities. Loan stock includes bonds, notes, debentures, loan stock or other securities with an original maturity of more than one year that are, or are capable of being, traded on any stock exchange or securities market (including OTC markets), other than indebtedness where the majority is initially placed with Portuguese investors. Permitted securities are defined as security interest over assets in case of a consolidation or merger in accordance with normal market practice limited to the value of such assets. Put None Covenants None Other Events of default include default of the issuer, Portugal Telecom S.G.P.S., S.A or PT Communicacoes, S.A., subject to a carve out of USD20m. Source: Company data, HSBC

377

abc



Maturity

6%

5%

Issuer

Guarantor

Out amt

Type

30 Apr 2013 Portugal Telecom None International Finance B.V.

EUR1000m

Senior unsecured

04 Nov 2019 Portugal Telecom None International Finance B.V.

EUR750m

Senior unsecured

Call Non-callable except for taxation reasons. Negative pledge Negative pledge covers the loan stock of the issuer, Portugal Telecom S.G.P.S., S.A or PT Communicacoes, S.A apart from permitted securities. Loan stock includes bonds, notes, debentures, loan stock or other securities with an original maturity of more than one year that are, or are capable of being, traded on any stock exchange or securities market (including OTC markets), other than indebtedness where the majority is initially placed with Portuguese investors. Permitted securities are defined as security interest over assets in case of a consolidation or merger in accordance with normal market practice limited to the value of such assets. Put Put at par plus accrued interest in the event of a change of control and a rating downgrade by either agency within the change of control period. The period is defined as commencing on the date of announcement and ending 120 days thereafter. A change of control is defined as the acquisition (indirectly or directly) of >50% of the issued capital of the voting rights of the issuer excluding control by a holding company which are or are to be substantially similar to the pre-existing shareholders of PT. A rating downgrade is defined as a downgrade to non-investment grade, or if already below investment grade, a downgrade of one or more notches, or a withdrawal of the rating by Moody's and S&P. Covenants None Other Events of default include cross default of the issuer, keep well provider or any relevant subsidiary, subject to a carve out of USD20m. Relevant subsidiary is defined as a subsidiary whose turnover represents in excess of 10% of the consolidated turnover of PT and its subsidiaries on a consolidated basis and by reference to the then latest annual accounts. Source: Company data, HSBC

378

abc


SES Global Bond Coupon

Maturity

4%

Issuer

Guarantor

Out amt

Type

15 Mar 2011 SES Global SA

SES Global Americas Holdings GP

EUR650m

Senior unsecured

4.375%

21 Oct 2013 SES Global SA

SES Global Americas Holdings GP

EUR500m

Senior unsecured

4.875%

09 Jul 2014

EUR650m

Senior unsecured

4.625%

09 Mar 2020 SES S.A.

EUR650m

Senior unsecured

SES Global Americas SES S.A. Holdings GP SES Global Americas Holdings GP

Call Non-callable except for taxation reasons. Negative pledge Negative pledge covers the relevant indebtedness of the issuer, the guarantor or any of its subsidiaries (issuer or guarantor holds or controls majority of voting rights or has the right to appoint or remove majority of board of directors). Relevant indebtedness includes bonds, notes, debentures, debenture stock, loan stock or other securities that are, or are capable of being, quoted, listed or ordinarily dealt in on any stock exchange or securities market (including OTC markets). Put Put at par plus accrued interest if a change of control occurs (>50% stake of the guarantor and pro rata shareholder interests are not substantially the same) and either Moody's or S&P cuts to non-investment grade within 120 days (or either agency cuts by one notch if SES is already non-investment grade). Covenants None Other Events of default include default of the issuer, the guarantor or any subsidiary, subject to a carve out of EUR50m. Source: Company data, HSBC

379

abc


SFR Bond Coupon

Maturity

Issuer

Guarantor

Out amt

Type

3.375%

18 Jul 2012

SFR SA

None

EUR1000m

Senior unsecured

5%

09 Jul 2014

SFR SA

None

EUR300m

Senior unsecured

Call Non-callable except for taxation reasons. Negative pledge Negative pledge covers the relevant debt of the issuer. Relevant debt includes bonds, notes, debentures, loan stock or other securities that are, or are intended to be, quoted, listed or ordinarily dealt in on any stock exchange or securities market (including over-the-counter market). Put None Covenants None Other Events of default include default of the issuer subject to a carve out of EUR30m. Source: Company data, HSBC

380

abc


SingTel Bond Coupon

Maturity

Issuer

Guarantor

21 Nov 2011 Singapore None 6% step up Telecommunications (see "Other") Limited

Out amt

Type

EUR500m

Senior unsecured

Call Callable – reference comparable German Bund + 40bp. Also callable for taxation reasons. Negative pledge Negative pledge covers the capital market indebtedness of the issuer and principal subsidiaries. Capital market indebtedness means any debt in the form of bonds, notes, debentures, loan stock or other securities that are, or are capable of being, quoted, listed or ordinarily dealt with in any stock exchange, or other securities market (including OTC), having a maturity of more than 1 year. Principal subsidiary means a subsidiary with operating profit or total assets at least 15% of the group consolidated total as calculated by reference to the then latest audited accounts. Put None Covenants None Other Events of default include default of the issuer or any of its principal subsidiaries, subject to a carve out of USD100m. The coupon steps up by 25bp per notch and per rating agency following a rating downgrade to below A3 by Moody's or to below A- by S&P. The coupon steps down by 25bp per notch and per rating agency following subsequent upgrades. The step up/step down will accrue from the next interest payment date. Source: Company data, HSBC

381

abc


Telecom Corporation of New Zealand Bond Coupon

Maturity

Issuer

Guarantor

Out amt

Type

5.625%

14 May 2018 TCNZ Finance Ltd

Telecom Corporation of GBP125m New Zealand Limited, Telecom Investments Limited, Telecom New Zealand Limited, Telecom Pacific Limited and TCNZ Australia Investments Pty Limited

Senior unsecured

5.75%

06 Apr 2020 TCNZ Finance Ltd

Telecom Corporation of GBP150m New Zealand Limited, Telecom Investments Limited, Telecom New Zealand Limited, Telecom Pacific Limited and TCNZ Australia Investments Pty Limited

Senior unsecured

Call Non-callable except for taxation reasons. Negative pledge Negative pledge covers indebtedness or liabilities (direct or contingent) of the issuer and guaranteeing subsidiaries. Put None Covenants None Other Events of default include default of the issuer or the guarantors, subject to a carve out of NZD10m. Source: Company data, HSBC

382

abc


Telecom Italia Bond Coupon

Maturity

Issuer

Guarantor

Out amt

Type

4.5%

28 Jan 2011 Telecom Italia S.p.A

None

EUR750m

Senior unsecured

6.75%

21 Mar 2013 Telecom Italia S.p.A. None

EUR650m

Senior unsecured

7.875%

22 Jan 2014 Telecom Italia S.p.A. None

EUR500m

Senior unsecured

4.75%

19 May 2014 Telecom Italia S.p.A. None

EUR673m

Senior unsecured

5.625%

29 Dec 2015 Telecom Italia S.p.A. None

GBP500m

Senior unsecured

8.25%


EUR850m

Senior unsecured

7.375%

15 Dec 2017 Telecom Italia S.p.A. None

GBP750m

Senior unsecured

5.375%

29 Jan 2019 Telecom Italia S.p.A

EUR1250m

Senior unsecured

6.375%

24 Jun 2019 Telecom Italia S.p.A. None

GBP850m

Senior unsecured

5.25%

10 Feb 2022 Telecom Italia S.p.A. None

EUR1250m

Senior unsecured

5.875%

19 May 2023 Telecom Italia S.p.A. None

GBP400m

Senior unsecured

5.25%


EUR670m

Senior unsecured

None

Call Non-callable except for taxation reasons. Negative pledge Negative pledge covers the capital market indebtedness of the issuer and the guarantor, subject of a carve out of EUR1bn. The definition excludes a number of permitted encumbrances. These include (a) liens existing at the time of the issuance of the notes, (b) encumbrances created to secure loans provided by governmental agencies, (c) encumbrances created in the ordinary course of business and (d) project finance indebtedness. Capital market indebtedness includes bonds, notes or other securities that are, or are capable of being, traded on any stock exchange or securities market, but excludes asset-backed-securities originated by the issuer or guarantor. Put None Covenants None Other Events of default include default of the issuer, subject to a carve out of EUR100m. Source: Company data, HSBC

383

abc



Maturity

Issuer

Out amt

Type

20 Apr 2011 Telecom Italia Finance Telecom Italia S.p.A 7.5% step up SA (see "Other") (originally Sogerim SA)

EUR1909m

Senior unsecured

6.25%

EUR1250m

Senior unsecured

01 Feb 2012 Telecom Italia S.p.A

Guarantor

None

Call Non-callable except for taxation reasons. Negative pledge Negative pledge covers the capital market indebtedness of the issuer and Sogerim S.A., subject to a carve out of 10% of total net worth in the most recent audited consolidated balance sheet of the issuer. The definition excludes a number of permitted encumbrances. These include (a) liens existing at the time of the issuance of the notes, (b) encumbrances created to secure loans provided by governmental agencies, (c) encumbrances created by the ordinary business and (d) asset-backed financing or securitisation transactions. Capital market indebtedness includes bonds, notes or other securities that are, or are capable of being, traded on any stock exchange or securities market, but excludes asset-backed-securities originated by the issuer or guarantor. Put None Covenants None Other Events of default include default of the issuer or the guarantor (if issued by Telecom Italia Finance), subject to a carve out of EUR50m. The documentation includes defeasance language. Applies to the 2011 bond only: coupon steps up by 25bp per notch and per rating agency following the downgrade of the rating ascribed to Telecom Italia's senior unsecured debt to below Baa1 by Moody's or to below BBB+ by S&P. The coupon steps down by 25bp per notch and per rating agency as a result of subsequent upgrades. The step up/step down will accrue from the next interest payment date. Source: Company data, HSBC

384

abc



Maturity

7.25%

Issuer

Guarantor

Out amt

Type

24 Apr 2012 Telecom Italia Finance Telecom Italia S.p.A SA (originally Olivetti Finance NV)

EUR1000m

Senior unsecured

6.875%

24 Jan 2013 Telecom Italia Finance Telecom Italia S.p.A SA (originally Olivetti Finance NV)

EUR850m

Senior unsecured

7.75%

24 Jan 2033 Telecom Italia Finance Telecom Italia S.p.A SA (originally Olivetti Finance NV)

EUR1015m

Senior unsecured

Call Non-callable except for taxation reasons. Negative pledge Negative pledge covers the relevant debt of the issuer, the guarantor or any of its material subsidiaries. Relevant debt includes bonds, notes, debentures, debenture stock, loan stock or other securities with an original maturity of more than one year that are, or are capable of being, traded on any stock exchange or securities market (including OTC markets). Material subsidiaries are defined as subsidiaries with revenues or net assets higher than 10% of consolidated revenues or net assets in the most recent audited financial statements. Put None Covenants None Other Events of default include default of the issuer, the guarantor or subsidiary (cross default), subject to a carve out of EUR25m. A subsidiary is defined as a company fully consolidated or controlled by the issuer or guarantor. Source: Company data, HSBC

385

abc


Telefonica Bond Coupon

Maturity

3.75%

Issuer

Guarantor

Out amt

Type

02 Feb 2011 Telefonica Emisiones Telefonica S.A. SAU

EUR2250m

Senior unsecured

5.125%

14 Feb 2013 Telefonica Europe B.V.

Telefonica S.A.

EUR1500m

Senior unsecured

4.375%


EUR1750m

Senior unsecured

5.375%


GBP750m

Senior unsecured

5.375%


GBP500m

Senior unsecured

5.875%

14 Feb 2033 Telefonica Europe B.V.

EUR500m

Senior unsecured

Telefonica S.A.

Call Non-callable except for taxation reasons. Negative pledge Negative pledge covers the relevant indebtedness of the issuer and the guarantor, unless (a) the Indebtedness was originally offered to residents of Spain or the Netherlands (if issued by Telefonica Europe B.V.), (b) matures within one year, (c) the encumbrance affects assets of an entity without any relationship to the issuer or the guarantor which was acquired or (d) the indebtedness does not exceed 5% of consolidated net tangible assets. Relevant indebtedness covers bonds, notes or other securities that are, or are capable of being, quoted, listed, dealt in or traded on any stock exchange or securities market, but excludes any off-balance sheet obligations. Put None Covenants None Other Events of default include default of the issuer or the guarantor, subject to a carve out of EUR50m. Source: Company data, HSBC

386

abc



Maturity

4.393%

Issuer

Guarantor

Out amt

Type

17 Apr 2012 Telefonica Emisiones Telefonica S.A. SAU

EUR500m

Senior unsecured

5.58%

12 Jun 2013 Telefonica Emisiones Telefonica S.A. SAU

EUR1250m

Senior unsecured

5.888%

31 Jan 2014 Telefonica Emisiones Telefonica S.A. SAU

GBP500m

Senior unsecured

5.431%


EUR2000m

Senior unsecured

4.674%


EUR1500m

Senior unsecured

3.406%

24 Mar 2015 Telefonica Emisiones Telefonica SA SAU

EUR1400m

Senior unsecured

5.496%

01 Apr 2016 Telefonica Emisiones Telefonica S.A. SAU

EUR1500m

Senior unsecured

Call Non-callable except for taxation reasons. Negative pledge Negative pledge covers the relevant indebtedness of the issuer and the guarantor, unless (a) the indebtedness was originally offered to residents of Spain or the Netherlands (if issued by Telefonica Europe B.V.), (b) matures within one year, (c) the encumbrance affects assets of an entity without any relationship to the issuer or the guarantor which was acquired, or (d) the indebtedness does not exceed 5% of consolidated net tangible assets. Relevant indebtedness covers bonds, notes or other securities that are, or are capable of being, quoted, listed, dealt in or traded on any stock exchange or securities market, but excludes any off-balance sheet obligations. Put None Covenants None Other Events of default include default of the issuer or the guarantor, subject to a carve out of EUR100m or its equivalent in any other currency Source: Company data, HSBC

387

abc



Maturity

4.693% 5.289%

Issuer

Guarantor

Out amt

Type

11 Nov 2019 Telefonica Emisiones Telefonica SA SAU

EUR1750m

Senior unsecured

09 Dec 2022 Telefonica Emisiones Telefonica SA SAU

GBP650m

Senior unsecured

Call Non-callable except for taxation reasons. Negative pledge Negative pledge covers the relevant indebtedness of the issuer and the guarantor, unless (a) the indebtedness was originally offered to residents of Spain or the Netherlands (if issued by Telefonica Europe B.V.), (b) matures within one year, (c) the encumbrance affects assets of an entity without any relationship to the issuer or the guarantor which was acquired, or (d) the indebtedness does not exceed 5% of consolidated net tangible assets. Relevant indebtedness covers bonds, notes or other securities that are, or are capable of being, quoted, listed, dealt in or traded on any stock exchange or securities market, but excludes any off-balance sheet obligations. Put None Covenants None Other Events of default include default of the issuer or the guarantor, subject to a carve out of EUR100m or its equivalent in any other currency Source: Company data, HSBC

388

abc



Maturity

Issuer

25 Jan 2012 mmO2 plc 7.625% step up (see "Other")

Guarantor

Out amt

Type

None

GBP375m

Senior unsecured

Call Non-callable except for taxation reasons. Negative pledge Negative pledge covers the relevant indebtedness of the issuer and the guarantor, unless (a) the indebtedness was originally offered to residents of Spain or the Netherlands (if issued by Telefonica Europe B.V.), (b) matures within one year, (c) the encumbrance affects assets of an entity without any relationship to the issuer or the guarantor which was acquired or (d) the indebtedness does not exceed 5% of consolidated net tangible assets. Relevant indebtedness covers bonds, notes or other securities that are, or are capable of being, quoted, listed, dealt in or traded on any stock exchange or securities market, but excludes any off-balance sheet obligations. Put None Covenants None Other Events of default include default of the issuer, subject to a carve out of GBP25m. The coupon steps up by 150bp in the case of a rating downgrade to below Baa3 by Moody's or to below BBB- by S&P. The coupon steps down by 150bp in the case of a subsequent rating upgrade by both agencies to at least Baa3/BBB-. The step up/step down will accrue from the next interest payment date. Source: Company data, HSBC

389

abc


Telekom Austria Bond Coupon

Maturity

Issuer

Guarantor

Out amt

Type

5%

22 Jul 2013

Telekom Finanzmanagement GmbH

Telekom Austria AG

EUR750m

Senior unsecured

4.25%

27 Jan 2017 Telekom Finanzmanagement GmbH

Telekom Austria AG

EUR500m

Senior unsecured

Call Non-callable except for taxation reasons. Negative pledge Negative pledge covers the public debt of the issuer, the guarantor or any of its material subsidiaries. Public debt includes bonds, notes, debentures, loan stock or other securities that are, or are intended to be, quoted, listed, ordinarily dealt in or traded on any stock exchange or securities market (including OTC markets). A material subsidiary is defined as (a) a subsidiary of the issuer or the guarantor with gross revenues or total assets of more than 10% of total consolidated gross revenues or consolidated total assets in the latest audited consolidated accounts, or (b) with gross revenues and/or total assets representing originally less than 10%, but standing above this threshold when aggregated with one or more non-material subsidiaries. Put None Covenants None Other Events of default include default of the issuer, guarantor or any its principal subsidiaries, subject to a carve out of EUR25m. A principal subsidiary is defined as a subsidiary of the issuer or the guarantor with gross revenues or total assets representing more than 10% of total consolidated gross revenues or consolidated total assets in the latest audited consolidated accounts. Source: Company data, HSBC

390

abc


Telenor Bond Coupon

Maturity

4.5%

Issuer

Guarantor

Out amt

Type

28 Mar 2014 Telenor ASA

None

EUR500m

Senior unsecured

4.875%

29 May 2017 Telenor ASA

None

EUR1000m

Senior unsecured

4.125%

26 Mar 2020 Telenor ASA

None

EUR750m

Senior unsecured

Call Non-callable except for taxation reasons. Negative pledge Negative pledge covers the relevant debt of the issuer (or any of its principal subsidiaries in the case of the 2012 bonds). Relevant debt includes any securities that are, or are capable of being, traded on any stock exchange or securities market (including over-the-counter market). A principal subsidiary is defined as a subsidiary of the issuer with net profit before interest and taxation or assets representing at least 15% of total consolidated net profit before interest and taxation or consolidated total assets in the most recent audited financial statements. Put Put at par plus accrued interest if a change of control occurs (>50% stake) and either agency cuts to sub-investment grade within 180 days (or either agency cuts by one notch if Telenor is already sub-investment grade). Covenants None Other Events of default include default of the issuer, subject to a carve out of EUR75m. Source: Company data, HSBC

391

abc


TeliaSonera Bond Coupon

Maturity

3.625% 4.125%

Issuer

Guarantor

Out amt

Type

09 May 2012 TeliaSonera AB

None

EUR500m

Senior unsecured

11 May 2015 TeliaSonera AB

None

EUR750m

Senior unsecured

Call Non-callable except for taxation reasons. Negative pledge Negative pledge covers the public debt of the issuer. Public debt includes bonds, notes, debentures, loan stock or other securities that are, or are intended to be, quoted, listed, ordinarily dealt in or traded on any stock exchange or securities market (including OTC markets). Put None Covenants None Other Events of default include default of the issuer, subject to a carve out of EUR50m. Source: Company data, HSBC

392

abc


TeliaSonera Bond Coupon

Maturity

5.125%

Issuer

Guarantor

Out amt

Type

13 Mar 2014 TeliaSonera AB

None

EUR550m

Senior unsecured

4.75%

07 Mar 2017 TeliaSonera AB

None

EUR750m

Senior unsecured

4.75%

16 Nov 2021 TeliaSonera AB

None

EUR600m

Senior unsecured

Call Tax call and clean-up call (see put provision). Negative pledge Negative pledge covers the public debt of the issuer. Public debt includes bonds, notes, debentures, loan stock or other securities that are, or are intended to be, quoted, listed, ordinarily dealt in or traded on any stock exchange or securities market (including OTC markets), and which has an initial life >2yrs and is payable in a currency other than Swedish kroner (or is payable in Swedish kroner and >50% was initially offered outside Sweden). Put Put at par plus accrued interest in the event of a change of control and a negative rating change by S&P or Moody's within the change of control period. The period is defined as ending 90 days after the CoC occurs or is publicly announced. A change of control is defined as the acquisition (indirectly or directly) of >50% of the share capital or voting rights of the issuer. A negative rating change is defined as a downgrade to non-investment grade, or if already below investment grade, a downgrade of one or more notches, or a withdrawal of the rating. The issuer has a cleanup call if 80% or more of the bonds have been tendered following the activation of the clause. Covenants None Other Events of default include default of the issuer, subject to a carve out of EUR50m. Source: Company data, HSBC

393

abc


Telstra Bond Coupon

Maturity

Issuer

Guarantor

Out amt

Type

08 Apr 2013 Telstra Corporation 6% Ltd. step up (see "Other")

None

EUR500m

Senior unsecured

4.75%

21 Mar 2017 Telstra Corp Ltd

None

EUR1000m

Senior unsecured

4.25%

23 Mar 2020 Telstra Corporation Ltd.

None

EUR1000m

Senior unsecured

Call Non-callable except for taxation reasons. Negative pledge Negative pledge covers the relevant indebtedness of the issuer. Relevant indebtedness includes notes, bonds, debentures or other similar debt instruments that are, or are capable of being, listed, quoted, ordinarily dealt in or traded on any stock exchange or securities market (including over-the-counter market). Put None Covenants None Other Events of default include cross default of issuer of indebtedness in excess of AUD50m. The coupon steps up by 150bps if a change of control and negative rating change occurs during the CoC period. Source: Company data, HSBC

394

abc


Telstra Bond Coupon

Maturity

6.375%

Issuer

Guarantor

Out amt

Type

29 Jun 2011 Telstra Corporation Ltd.

None

EUR1500m

Senior unsecured

4.75%

15 Jul 2014

Telstra Corporation Ltd.

None

EUR500m

Senior unsecured

6.125%

06 Aug 2014 Telstra Corporation Ltd.

None

GBP200m

Senior unsecured

3.875%

24 Jul 2015

None

EUR500m

Senior unsecured

Telstra Corp Ltd

Call Non-callable except for taxation reasons. Negative pledge Negative pledge covers the indebtedness of the issuer. Indebtedness includes bonds, notes, debentures or other securities that are, or are capable of being, listed, quoted, ordinarily dealt in or traded on any stock exchange or securities market (including over-the-counter market). Put None Covenants None Other Events of default include default of the issuer, subject to a carve out of AUD50m. Step up only applies to the 2011 bond: the coupon steps up by 25bp in the case of a rating downgrade to A3 by Moody's or to A- by S&P. The coupon steps up by another 25bp in the case of a rating downgrade to Baa1 or below by Moody's and to BBB+ or below by S&P. The coupon steps down according to the same mechanism. The step up/step down adjustments are effective two days after the rating action. Source: Company data, HSBC

395

abc


Telekom Polska Bond Coupon

Maturity

Issuer

6%

22 May 2014 TPSA Eurofinance France SA

Guarantor

Out amt

Telekomunikacja Polska EUR700m S.A.


Call Non-callable except for taxation reasons. Negative pledge Negative pledge covers the relevant debt of the guarantor or any of its material subsidiaries. Relevant debt includes bonds, notes, debentures, debenture stock, loan stock or other securities with an original maturity of more than one year that are, or are capable of being, traded on any stock exchange or securities market (including OTC markets). Material subsidiaries are defined as subsidiaries with revenues or net assets higher than 10% of consolidated turnover or net assets in the most recent audited financial statements. Put None Covenants None Other Events of default include cross default of the issuer, guarantor or material subsidiary, subject to a carve out of EUR50m. Material subsidiaries are defined as subsidiaries with revenues or net assets higher than 10% of consolidated turnover or net assets in the most recent audited financial statements. Source: Company data, HSBC

396

abc


Vodafone Bond Coupon

Maturity

3.625%

Issuer

Guarantor

Out amt

Type

29 Nov 2012 Vodafone Group plc

None

EUR1250m

Senior unsecured

6.875%

04 Dec 2013 Vodafone Group plc

None

EUR1000m

Senior unsecured

4.625%

08 Sep 2014 Vodafone Group plc

None

GBP875m

Senior unsecured

5.125%

10 Apr 2015 Vodafone Group plc

None

EUR500m

Senior unsecured

6.25%

15 Jan 2016 Vodafone Group plc

None

EUR1250m

Senior unsecured

4.75%

14 Jun 2016 Vodafone Group plc

None

EUR500m

Senior unsecured

5.375%


None

GBP600m

Senior unsecured

5%


None

EUR750m

Senior unsecured

8.125%


None

GBP450m

Senior unsecured

4.65%

20 Jan 2022 Vodafone Group plc

None

EUR1250m

Senior unsecured

5.375%


None

EUR500m

Senior unsecured

5.625%


None

GBP250m

Senior unsecured

5.9%


None

GBP450m

Senior unsecured

Call Non-callable except for taxation reasons. Negative pledge None Put None Covenants None Other Events of default include cross default of issuer on any indebtedness for borrowed money exceeding GBP50m (occurring on or before 1 August 2014) and GBP150m (occurring after 1 August 2014). Source: Company data, HSBC

397


398

abc


abc

Utilities

399


400

abc


abc

Electric

401

abc


A2A Bond Coupon

Maturity

Issuer

4.875%

30 Oct 2013 A2A SpA

Guarantor

Out amt

Type

None

EUR500m

Senior unsecured

Call Tax call. Negative pledge Negative pledge covers relevant indebtedness of the issuer, which includes bonds, notes, debentures, debenture stock, loan stock, or other instruments which are quoted, listed or ordinarily dealt on any stock exchange or over-thecounter or other securities market. Put None Covenants None Other Events of default include cross-default of issuer or any material subsidiary for obligations exceeding EUR15m. A material subsidiary is defined as a subsidiary that represents 10% or more of the consolidated revenues or assets. Source: Company data, HSBC

402

abc


A2A Bond Coupon

Maturity

Issuer

4.875%

28 May 2014 A2A SpA

Guarantor

Out amt

Type

None

EUR500m

Senior unsecured

Call Tax call. Negative pledge Negative pledge covers relevant indebtedness of the issuer and any subsidiary, which includes bonds, notes, debentures, debenture stock, loan stock, or other securities which are quoted, listed or ordinarily dealt on any stock exchange or over-the-counter or other securities market. A subsidiary is defined as one that is controlled by majority of votes or under dominant influence of the parent. Put None Covenants None Other Events of default include cross-default of issuer or any material subsidiary for obligations exceeding EUR15m. A material subsidiary is defined as one whose revenues or assets represent 5% or more of the consolidated revenues or assets. Source: Company data, HSBC

403

abc


A2A Bond Coupon

Maturity

Issuer

4.5%

02 Nov 2016 A2A SpA

Guarantor

Out amt

Type

None

EUR1000m

Senior unsecured

Call Tax call Negative pledge Negative pledge covers relevant indebtedness of the issuer and any material subsidiary, which includes any notes, bonds, debentures, debenture stock, loan stock or other instruments which are, or are capable of being, quoted, listed or ordinarily dealt in on any stock exchange, OTC or other securities market. Put None Covenants None Other Events of default cover debt of the issuer and its material subsidiaries, with amounts of no less than EUR30m. Material subsidiary is defined as any subsidiary whose total assets or net revenues represent not less than 10% of total assets/ net revenues of the group. Source: Company data, HSBC

404

abc


Acea Bond Coupon

Maturity

Issuer

Guarantor

Out amt

Type

4.875%

23 Jul 2014

Acea SpA

None

EUR300m

Senior unsecured

Call Tax call. Negative pledge Negative pledge covers relevant indebtedness of the issuer and any material subsidiary, which includes bonds, notes, debentures, or other securities which are quoted, listed or ordinarily dealt on any stock exchange or over-thecounter or other securities market. A material subsidiary is defined as one whose revenues or assets represent 10% or more of the consolidated revenues or assets. Put None Covenants None Other Events of default include cross-default of issuer or any material subsidiary for obligations exceeding EUR15m. A material subsidiary is defined as one whose revenues or assets represent 10% or more of the consolidated revenues or assets. Source: Company data, HSBC

405

abc


Acea Bond Coupon

Maturity

Issuer

4.5%

16 Mar 2020 Acea SpA

Guarantor

Out amt

Type

None

EUR500m

Senior unsecured

Call Tax call. Issuer call: at the greater of par or the sum of the then-current values of the remaining scheduled payments of principal and interest on the note, discounted to the optional redemption date on an annual basis (based on the actual number of days elapsed divided by 365 or (in the case of a leap year) 366) at the mid-market annual swap rate, as determined by the reference dealers. Negative pledge Negative pledge covers relevant indebtedness of the issuer and any material subsidiary, which includes bonds, notes, debentures or other securities which for the time being are, are intended to be (with the consent of the issuer), or are capable of being, quoted, listed or dealt in or traded on any stock exchange or OTC or other securities market. Put None Covenants None Other Events of default cover debt of the issuer or any of its material subsidiaries of no less than EUR15m (or its equivalent in other currencies). A material subsidiary is defined as one whose revenues or assets represent 10% or more of the consolidated revenues or assets. Source: Company data, HSBC

406

abc


Alliander Bond Coupon

Maturity

4%

Issuer

Guarantor

Out amt

Type

20 Apr 2012 Alliander Finance B.V. Alliander N.V.

EUR500m

EMTN sr unsecured

4.125%

17 Dec 2014 Alliander Finance B.V. Alliander N.V.

EUR500m

Senior unsecured

5.5%

20 Apr 2016 Alliander Finance B.V. Alliander N.V.

EUR750m

EMTN sr unsecured

4.5%

17 Dec 2019 Alliander Finance B.V. Alliander N.V.

EUR300m

Senior unsecured

Call Tax call. Negative pledge Covers relevant indebtedness of the issuer, guarantor and material subsidiaries but excludes bank debt. Relevant indebtedness is defined as bonds, notes, debentures, debenture stock, loan stock or other securities listed or dealt over the counter. Put None Covenants None Other Events of default include cross-default on issuer, guarantor, material subsidiary with a EUR50m carve-out. Material subsidiary is any subsidiary of the guarantor whose net turnover constitutes not less than 10% of the consolidated total net turnover of the group as a whole. Source: Company data, HSBC

407

abc


CE Electric Bond Coupon

Maturity

Issuer

9.25%

17 Jan 2020 Yorkshire Electricity Distribution Plc

Guarantor

Out amt

Type

Yorkshire Electricity Group Plc

GBP200m

Senior unsecured

Call Spens call – reference UKT 8.75% 2017. Negative pledge Negative pledge for public debt, private placements of issuer & PES subsidiary only. Excludes project finance indebtedness of excluded subs. Also excluded is debt with maturity after 17 January 2020 and with aggregate principal not more than the greater of GBP200m and 20% of capital and reserves. Put Puttable on occurrence of a put event (restructuring event, ie, loss or significant modification of PES licence, termination of pooling agreement without equivalent replacement or termination of DTI/DGES role) AND downgrade to below investment grade. Restructuring period is defined as 90 days. Covenants None Other Events of default include cross-defaults of principal subsidiaries, defined as subsidiary of the issuer whose net profits before tax or gross assets represent 20% or more of the consolidated net profits before tax of the group of consolidated gross assets of the group (with reference to the last published audited financial statements). Source: Company data, HSBC

408

abc



Maturity

Issuer

7.25%

15 Dec 2022 CE Electric UK Funding Co

Guarantor

Out amt

Type

AMBAC Insurance

GBP200m

Senior unsecured

Call Spens call – reference UKT 8% 2021. Negative pledge Negative pledge covers relevant indebtedness of the issuer and any PES subsidiary, which includes bonds, notes, debentures, debenture stock, loan stock, or other securities which are listed, quoted or traded on any stock exchange or over-the-counter or other securities market. Excludes debt that has initial maturity of 31 December 2022 or later and an aggregate amount not exceeding the greater of GBP200m and 20% of capital and reserves, as well as project finance indebtedness. A PES subsidiary is defined as any subsidiary that undertakes any part of the group’s distribution business under the Electricity Act. Put A put event occurs when there is an AMBAC event of default followed by a restructuring event, and there is a rating downgrade or negative rating event. An AMBAC event of default includes defaults on payments, inability to pay or AMBAC challenging its obligations as guarantor. A restructuring event includes loss or modification of PES licence, termination of the pooling and settlement agreement, or any legislation removing the Secretary of State for Trade and Industry and/or Director General of Electricity Supply from their duties. A rating downgrade is lowering the rating from investment grade to non-investment grade or, if the rating is already non-investment grade, then lowering the rating by one further category. A negative rating event occurs when the issuer is unable to obtain an investment grade rating or does not seek to obtain a rating. Covenants The issuer will only declare, recommend, make or pay any dividend to any shareholder if: (a) no issuer event of default has occurred and is continuing or will arise as a result of this dividend; and (b) either (i) the issuer’s leverage ratio does not exceed 0.62 and the issuer’s interest coverage ratio is not less than 2.2; or (ii) the issuer’s senior unsecured long-term debt is rated at least BBB/Baa2 by S&P and Duff & Phelps and Moody’s. Other Events of default include cross-default of Issuer or any principal subsidiary for obligations exceeding the greater of GBP25m and 2% of capital and reserves. A principal subsidiary is a subsidiary of the guarantor whose profits on ordinary activities before tax and exceptional items or net assets represent more than 20% of the consolidated profits on ordinary activities before tax and exceptional items or consolidated net assets, as calculated in the latest audited financial statements. It is also an event of default if the issuer ceases to own directly or indirectly 51% or more of Northern Electric Plc. Source: Company data, HSBC

409

abc



Maturity

Issuer

7.25%

04 Aug 2028 Yorkshire Power Finance Limited

Guarantor

Out amt

Yorkshire Power Group GBP200m Limited


Call Spens call – reference UKT 7.25% 2007 Negative pledge Negative pledge for public debt & private placements of issuer, guarantor & PES subsidiary only. Excludes project finance indebtedness of excluded subs. Also excluded is debt with maturity after 4 August 2028 and with aggregate principal not more than the greater of GBP200m and 20% of capital and reserves. Put Puttable on occurrence of a put event (loss or significant modification of PES licence, termination of pooling agreement without equivalent replacement or termination of DTI/DGES role) AND downgrade to below investment grade. Covenants None Other Events of default include a) failure of guarantor to continue to own directly or indirectly at least 51% of Yorkshire Electricity Group. Also cross-defaults of principal subsidiaries, defined as a subsidiary of the issuer whose net profits before tax or gross assets represent 20% or more of the consolidated net profits before tax of the group of consolidated gross assets of the group (with reference to the last published audited financial statements). Source: Company data, HSBC

410

abc


CEZ Bond Coupon

Maturity

Issuer

4.125%

17 Oct 2013 CEZ a.s.

Guarantor

Out amt

Type

None

EUR500m

Senior unsecured

Call Tax call. Negative pledge Negative pledge covers the indebtedness of the issuer and material subsidiaries over principal property. Indebtedness; this includes public debt, loans and any borrowed money. The issuer can enter sale and leaseback transactions as long as their outstanding amount is no higher than 10% of consolidated net tangible assets plus 20% of consolidated net tangible assets; debt denominated in Czech korunas is excluded from the definition. Material subsidiaries are subsidiaries whose total assets or gross revenues account for more than 10% of consolidated total assets of gross revenues as the case may be. Principal property includes generation, transmission or distribution assets located in the Czech Republic. Put None Covenants None Other Event of default covers the debt of the issuer and its subsidiaries, subject to a USD30m carve-out. Material change in business, ie the issuer ceases to be able to generate and sell electricity. Source: Company data, HSBC

411

abc


CEZ Bond Coupon

Maturity

5.125% 6%

Issuer

Guarantor

Out amt

Type


None

EUR500m

EMTN Sr unsecured

18 Jul 2014

None

EUR600m

EMTN Sr unsecured

CEZ a.s.

Call Tax call. Negative pledge Negative pledge covers the indebtedness of the issuer and material subsidiaries over principal property. Indebtedness includes public debt, loans and any borrowed money. The issuer can enter sale and leaseback transactions as long as their outstanding amount is no higher than 10% of consolidated net tangible assets (other than debt denominated in Czech korunas) or 30% of consolidated net tangible assets (with the inclusion of debt denominated in Czech korunas). Material subsidiaries are subsidiaries of the issuer whose total assets or gross revenues account for more than 10% of consolidated total assets of gross revenues as the case may be. Principal property includes generation, transmission or distribution assets located in the Czech Republic. Put Put at par in the occurrence of a put event. A put event occurs when there is a change of control followed by a rating downgrade by Moody’s or S&P within the change of control period (180 days of a public announcement of change of control). A change of control is defined by the acquisition (indirectly or directly) of or more than 50% of the issued/allotted ordinary share capital or the total voting rights of the issuer. A rating downgrade is defined as a downgrade to non-investment grade, or, if already below investment grade, a further downgrade of one or more notches, or a withdrawal of the rating. It also applies where no credit rating was assigned by the rating agencies and this continues to be case during the CoC period. Covenants None Other Events of default covers debt of the issuer and its subsidiaries for indebtedness exceeding USD30m. Subsidiary means any firm in which the issuer owns/controls, directly or indirectly, more than 50% of the issued share capital or voting rights. Source: Company data, HSBC

412

abc


CEZ Bond Coupon

Maturity

5.75%

Issuer

Guarantor

Out amt

Type

26 May 2015 CEZ a.s.

None

EUR600m

EMTN Sr unsecured

4.5%

29 Jun 2020 CEZ a.s.

None

EUR500m

EMTN Sr unsecured

5%


None

EUR750m

EMTN Sr unsecured

4.875%

16 Apr 2025 CEZ a.s.

None

EUR750m

EMTN Sr unsecured

Call Tax call Negative pledge Negative pledge covers the indebtedness of the issuer and material subsidiaries over principal property. Indebtedness includes public debt, loans and any borrowed money. The issuer can enter sale and leaseback transactions, as long as their outstanding amount is no higher than 10% of consolidated net tangible assets (other than debt denominated in Czech korunas) or 30% of consolidated net tangible assets (with the inclusion of debt denominated in Czech korunas). Material subsidiaries are subsidiaries of the issuer whose total assets or gross revenues account for more than 10% of consolidated total assets or gross revenues as the case may be. Principal property includes generation, transmission or distribution assets located in the Czech Republic. Put Put at par in the occurrence of a put event. A put event occurs when there is a change of control followed by a rating downgrade by Moody’s or S&P within the change of control period (180 days of a public announcement of change of control). A change of control is defined by the acquisition (indirectly or directly) of or more than 50% of the issued/allotted ordinary share capital or the total voting rights of the issuer. A rating downgrade is defined as a downgrade to non-investment grade, or, if already below investment grade, a further downgrade of one or more notches, or a withdrawal of the rating. It also applies where no credit rating was assigned by the rating agencies and continues to be case during the CoC period. Covenants None Other Events of default covers debt of issuer and its subsidiaries for indebtedness exceeding USD30m. Subsidiary means any firm which the issuer owns/controls, directly or indirectly, more than 50% of the issued share capital or voting rights. Source: Company data, HSBC

413

abc


Dong Energy Bond Coupon

Maturity

3.5%

Issuer

Guarantor

Out amt

Type

29 Jun 2012 Dong Energy A/S

None

EUR500m

Senior unsecured

4.875%

07 May 2014 Dong Energy A/S

None

EUR500m

EMTN sr unsecured

4%

16 Dec 2016 Dong Energy A/S

None

EUR500m

EMTN sr unsecured

6.5%

07 May 2019 Dong Energy A/S

None

EUR500m

EMTN sr unsecured

4.875%

16 Dec 2021 Dong Energy A/S

None

EUR500m

EMTN sr unsecured

Call Tax call. Negative pledge Negative pledge covers the relevant debt of issuer and its material subsidiaries. Relevant debt is defined as publicly listed debt. Material subsidiaries are defined in the trust deed. The definition explicitly excludes security on property granted in favour of Danish institutions subject to a limitation of 15% of the issuer’s total consolidated assets in the most recent annual audited accounts. Put None Covenants None Other Events of default include cross default of the issuer or any material subsidiary with a EUR20m carve-out. Material subsidiaries are defined in the trust deed. Source: Company data, HSBC

414

abc


Dong Energy Bond Coupon

Maturity

Issuer

5.75%

09 Apr 2040 Dong Energy A/S

Guarantor

Out amt

Type

None

GBP500m

EMTN sr unsecured

Call Tax call. Negative pledge Negative pledge covers relevant indebtedness of the issuer and its material subsidiaries, which include bonds, notes, debentures or other securities which for the time being are, are intended to be, or are capable of being quoted, listed or dealt in or traded on any stock exchange or OTC or other securities market. Put None Covenants None Other Events of default cover debt of the issuer and its material subsidiaries, for amounts of no less than EUR20m (or equivalent in other currencies). Material subsidiary is defined as a subsidiary whose total revenues or total assets represent no less than 10% of the total revenues/assets of the group. Source: Company data, HSBC

415

abc


E.ON Bond Coupon

Maturity

2.5%

Issuer

Guarantor

Out amt

Type

30 Nov 2011 E.ON Intl Finance BV E.ON AG

EUR750m

EMTN sr unsecured

5.125%

02 Oct 2012 E.ON Intl Finance BV E.ON AG

EUR1750m

EMTN sr unsecured

4.125%

26 Mar 2013 E.ON Intl Finance BV E.ON AG

EUR750m

EMTN sr unsecured

5.125%

07 May 2013 E.ON Intl Finance BV E.ON AG

EUR1500m

EMTN sr unsecured

5.125%

27 Jan 2014 E.ON Intl Finance BV E.ON AG

GBP350m

EMTN sr unsecured

4.875%


EUR1750m

EMTN sr unsecured

Call Tax call. Negative pledge Negative pledge covers bond issue of the issuer. Bond issue is defined as indebtedness in the form of bonds, security, certificate or other instrument which is or capable of being listed, quoted or traded on a stock exchange, OTC or other recognised securities market and any guarantee or other indemnity in respect of such indebtedness. Put Put at par following a change of control and followed by a rating downgrade by Moody’s or S&P within 180 days after a change of control announcement. A change of control is defined by the legal or beneficial ownership (indirectly or directly) of more than 50% of the total voting shares of the guarantor. A rating downgrade is defined as a downgrade of the guarantor’s solicited long-term unsecured debt to non-investment grade (BB+ or worse in relation to S&P and Ba1 or worse in relation to Moody’s) or when no credit rating is assigned (other than temporarily). Covenants None Other Events of default include cross-default of the issuer or guarantor for obligations exceeding EUR50m. Source: Company data, HSBC

416

abc


E.ON Bond Coupon

Maturity

5.25%

Issuer

Guarantor

Out amt

Type

06 Jun 2014 E.ON Intl Finance BV E.ON AG

EUR1000m

EMTN sr unsecured

5.25%

08 Sep 2015 E.ON Intl Finance BV E.ON AG

EUR1250m

EMTN sr unsecured

5.5%


EUR1500m

EMTN sr unsecured

5.5%


EUR2375m

EMTN sr unsecured

Call Tax call. Negative pledge Negative pledge covers bond issue of the issuer. A bond issue is defined as indebtedness in the form of bonds, security, certificate or other instrument which is or capable of being listed, quoted or traded on a stock exchange, OTC or other recognised securities market and any guarantee or other indemnity in respect of such indebtedness. Put Put at par following a change of control and followed by a rating downgrade by Moody’s or S&P within 180 days after a change of control announcement. A change of control is defined as the legal or beneficial ownership (indirectly or directly) of more than 50% of the total voting shares of the guarantor. A rating downgrade is defined as a downgrade of the guarantor’s solicited long-term unsecured debt to non-investment grade (BB+ or worse in relation to S&P and Ba1 or worse in relation to Moody’s) or when no credit rating is assigned (other than temporarily). Covenants None Other Events of default include cross-default of issuer or guarantor for obligations exceeding EUR50m. Source: Company data, HSBC

417

abc


E.ON Bond Coupon

Maturity

6%

Issuer

Guarantor

Out amt

Type


GBP850m

EMTN sr unsecured

5.75%


EUR1400m

EMTN sr unsecured

5.875%


GBP900m

EMTN sr unsecured

6.75%


GBP700m

EMTN sr unsecured

Call Tax call. Negative pledge Negative pledge covers bond issue of the issuer. A bond issue is defined as indebtedness in the form of bonds, security, certificate or other instrument which is or capable of being listed, quoted or traded on a stock exchange, OTC or other recognised securities market and any guarantee or other indemnity in respect of such indebtedness. Put Put at par following a change of control and followed by a rating downgrade by Moody’s or S&P within 180 days after a change of control announcement. A change of control is defined by the legal or beneficial ownership (indirectly or directly) of more than 50% of the total voting shares of the guarantor. A rating downgrade is defined as a downgrade of the guarantor’s solicited long-term unsecured debt to non-investment grade (BB+ or worse in relation to S&P and Ba1 or worse in relation to Moody’s) or when no credit rating is assigned (other than temporarily). Covenants None Other Events of default include cross-default of issuer or guarantor for obligations exceeding EUR50m. Source: Company data, HSBC

418

abc


E.ON Bond Coupon

Maturity

6.375%

Issuer

Guarantor

Out amt

Type


GBP500m

EMTN sr unsecured

6.375%


EUR900m

EMTN sr unsecured

6.375%

07 Jun 2032 E.ON Intl Finance BV E.ON AG

GBP975m

EMTN sr unsecured

Call Tax call. Negative pledge Negative pledge covers the following indebtedness of the issuer, which includes bonds, securities, certificates, or other instruments which are quoted, listed or ordinarily dealt on any stock exchange or over-the-counter or other securities market. Put None Covenants None Other Events of default include cross-default of issuer or guarantor for obligations exceeding EUR25m. Source: Company data, HSBC

419

abc


EDF Bond Coupon

Maturity

5.625%

Issuer

Guarantor

Out amt

Type

23 Jan 2013 EDF SA

None

EUR2000m

EMTN sr unsecured

4.625%

06 Nov 2013 EDF SA

None

EUR500m

EMTN sr unsecured

5%

30 May 2014 EDF SA

None

EUR600m

EMTN sr unsecured

4.5%

17 Jul 2014

None

EUR3269m

EMTN sr unsecured

EDF SA

Call Tax call. Negative pledge Negative pledge covers indebtedness of the issuer, which includes bonds, notes, debentures, debenture stock, loan stock, certificates, or other instruments which are quoted, listed or ordinarily dealt on any stock exchange or overthe-counter or other securities market. Put None Covenants None Other Events of default are subject to a carve-out of EUR100m. No cross-default on subsidiaries. Additional events of default include the dissolution of the issuer prior to redemption unless the instruments are transferred to a French legal entity and: (1) at least 51% of the capital of the entity remains directly or indirectly controlled by the republic of France; (2) the instruments are assigned ratings of at least A+/A1 by Moody’s and S&P, respectively, and the entity assumes all or part of the existing industrial activities of the issuer and owns the assets corresponding to these activities; or (3) the entity’s obligations and liabilities are unconditionally guaranteed by the Republic of France. Source: Company data, HSBC

420

abc


EDF Bond Coupon

Maturity

5.125%

Issuer

Guarantor

Out amt

Type

23 Jan 2015 EDF SA

None

EUR2000m

EMTN sr unsecured

5.5%

25 Oct 2016 EDF SA

None

EUR1100m

EMTN sr unsecured

5%

05 Feb 2018 EDF SA

None

EUR1500m

EMTN sr unsecured

5.375%

29 May 2020 EDF SA

None

EUR1200m

EMTN sr unsecured


421

abc


EDF Bond Coupon

Maturity

6.25%

Issuer

Guarantor

Out amt

Type

25 Jan 2021 EDF SA

None

EUR2000m

EMTN sr unsecured

6.875%

12 Dec 2022 EDF SA

None

GBP400m

EMTN sr unsecured

4.625%

11 Sep 2024 EDF SA

EDF

EUR2500m

EMTN sr unsecured

6.25%

30 May 2028 EDF SA

None

GBP500m

EMTN sr unsecured

4.625%

26 Apr 2030 EDF SA

EDF

EUR1500m

EMTN sr unsecured

5.875%

18 Jul 2031

EDF SA

None

GBP650m

EMTN sr unsecured

5.625%

21 Feb 2033 EDF SA

None

EUR850m

EMTN sr unsecured

6.125%

02 Jun 2034 EDF SA

None

GBP1500m

EMTN sr unsecured


422

abc


EDF Energy Networks Bond Coupon

Maturity

8.75%

Issuer

Guarantor

Out amt

Type

30 Mar 2012 EDF EN (EPN) Plc

None

GBP200m

Senior unsecured

5.75%


None

GBP350m

EMTN sr unsecured

8.5%


None

GBP200m

Senior unsecured

5.5%

05 Jun 2026 EDF EN (SPN) Plc

None

GBP300m

EMTN sr unsecured

6.125%

07 Jun 2027 EDF EN (LPN) Plc

None

GBP300m

EMTN sr unsecured

Call 2012 Bond: Spens call – reference UKT 9% 2012, 2025 Bond: Spens call – reference UKT 8.75% 2017, 2027 Bond: Spens call – reference UKT 6% 2028. All also callable for taxation reasons. Negative pledge Negative pledge covers relevant indebtedness of the issuer and any PES subsidiary, which includes bonds, notes, debentures, debenture stock, loan stock, or other securities which are quoted, listed or ordinarily dealt on any stock exchange or OTC or other securities market. Excludes debt that has an initial maturity of 31 December 2013 or later and an aggregate amount not exceeding the greater of GBP200m and 20% of capital and reserves, as well as project finance indebtedness. Put A put event occurs when there is a restructuring event and either a rating downgrade or negative rating event. A restructuring event includes loss or modification of licence, or any legislation removing the Secretary of State for Trade and Industry and/or Gas and Electricity Markets Authority from their duties. A rating downgrade is lowering the rating from investment grade to non-investment grade or, if the rating is already non-investment grade, then lowering the rating by one further category. A negative rating event occurs when the issuer is unable to obtain an investment grade rating or does not seek to obtain a rating. Covenants None Other Events of default include a cross-default of issuer or any principal subsidiary for obligations exceeding the greater of GBP20m and 2% of capital and reserves. A principal subsidiary is a subsidiary of the guarantor whose net profits before tax or gross assets represent 20% or more of the consolidated net profits before tax or consolidated gross assets. Source: Company data, HSBC

423

abc


EDF Energy Networks Bond Coupon

Maturity

Issuer

Guarantor

Out amt

Type

11 Nov 2016 EDF EN (LPN) Plc 5.125% Step up provision (see ‘Other’)

None

GBP300m

EMTN sr unsecured

6.125%

12 Nov 2031 EDF EN (SPN) Plc

None

GBP300m

EMTN sr unsecured

6%

12 Nov 2036 EDF EN (EPN) Plc

None

GBP350m

EMTN sr unsecured

Call Tax call. Negative pledge Negative pledge covers relevant indebtedness of the issuer and any principal subsidiary, which includes bonds, notes, debentures, debenture stock, loan stock or other securities, whether issued for cash or, in whole or in part, for a consideration other than cash, and which, with the agreement of the person issuing the same, are quoted, listed or ordinarily dealt in on any stock exchange or recognised OTC or other securities market. Put None Covenants None Other Step up: If the bonds’ lowest rating is BBB+ or Baa1 on 11 November 2010 (or on 12 May 2011), then there will be a step up of 25bp for the succeeding fixed interest period (or for all succeeding fixed interest periods). If the bonds’ lowest rating is BBB or Baa2 on 11 November 2010 (or on 12 May 2011), then there will be a step up of 50bp for the succeeding fixed interest period (or for all succeeding fixed interest periods). If the bonds’ lowest rating is BBB- or Baa3 or lower on 11 November 2010 (or on 12 May 2011), then there will be a step up of 75bp for the succeeding fixed interest period (or for all succeeding fixed interest periods). In case of a securitisation event, there will be step up of 25bp for all succeeding fixed interest periods. Events of default cover debt of the issuer and its principal subsidiaries for no less than GBP20m (or its equivalent in other currencies). A principal subsidiary is defined as any subsidiary whose profits from ordinary activities before tax contribute at least 20% to the consolidated profits on ordinary activities before tax. Source: Company data, HSBC

424

abc


RTE EDF Transport Bond Coupon

Maturity

4.875%

Issuer

Guarantor

Out amt

Type

06 May 2015 RTE EDF Transport SA

None

EUR1250m

EMTN sr unsecured

4.125%

27 Sep 2016 RTE EDF Transport SA

None

EUR1000m

EMTN sr unsecured

5.125%

12 Sep 2018 RTE EDF Transport SA

None

EUR1000m

EMTN sr unsecured

3.875%

28 Jun 2022 RTE EDF Transport SA

None

EUR750m

EMTN sr unsecured

Call Tax call. Negative pledge Negative pledge covers indebtedness of the issuer, which includes bonds, notes, debentures, debenture stock, loan stock, certificates, or other instruments which are quoted, listed or ordinarily dealt on any stock exchange or overthe-counter or other securities market. Put None Covenants None Other Events of default include cross-default of the issuer on any indebtedness exceeding EUR50m. Source: Company data, HSBC

425

abc


Edison Bond Coupon

Maturity

Issuer

Guarantor

Out amt

Type

4.25%

22 Jul 2014

Edison SpA

None

EUR700m

EMTN sr unsecured

3.25%

17 Mar 2015 Edison SpA

None

EUR500m

EMTN sr unsecured

Call Tax call. Negative pledge Negative pledge covers relevant indebtedness of the issuer and any material subsidiary, which includes bonds, notes, debentures, debenture stock, loan stock, certificates or other instruments which are listed, quoted or traded on any stock exchange or over-the-counter or other securities market. This excludes project finance indebtedness. A material subsidiary is defined as any subsidiary that represents 10% or more of the consolidated net revenues or consolidated net assets, in the latest audited financial statements. Put None Covenants None Other Events of default include cross-default of issuer and any material subsidiary for obligations exceeding EUR25m (2010 bond) or EUR50m (2014 and 2015 bond). A material subsidiary is defined as any subsidiary that represents 10% or more of the consolidated net revenues or consolidated net assets, in the latest audited financial statements. Source: Company data, HSBC

426

abc


EDP Bond Coupon

Maturity

Issuer

5.875%

28 Mar 2011 EDP SA

Guarantor

Out amt

Type

None

EUR747m

EMTN sr unsecured

Call Tax call Negative pledge Negative pledge covers indebtedness of the issuer and EDP, which includes bonds, notes, debentures, loan stock, or other debt securities, which have an original maturity of more than one year and are, or are intended to be, quoted, listed or ordinarily dealt in on any stock exchange. This excludes indebtedness placed in majority with investors domiciled in Portugal and purchased in Portugal. The definition also excludes “securitisation or like arrangements in accordance with normal market practice” as well as project finance debt. Put None Covenants None Other Events of default include cross-default of issuer, EDP, or any material subsidiary for obligations exceeding USD50m. The termination or the modification of the keepwell agreement with negative consequences for the holders in the trustee’s opinion constitutes an event of default. Material subsidiaries are entities controlled by EDP or directly or indirectly owned by more than 50% that: (i) generate or distribute electricity in Portugal; and (ii) whose total assets represent more than 5% of the group’s consolidated assets in the latest audited financial statements; or (iii) whose total revenues represent more than 5% of consolidated revenues in the latest audited financial statements. Source: Company data, HSBC

427

abc


EDP Bond Coupon

Maturity

Issuer

4.25%

12 Jun 2012 EDP Finance BV

Guarantor

Out amt

Type

Keepwell agreement

EUR500m

Senior unsecured

Call Tax call. Negative pledge Negative pledge covers indebtedness of the issuer and EDP, which includes bonds, notes, debentures, loan stock, or other debt securities, which have an original maturity of more than one year and are, or are intended to be, quoted, listed or ordinarily dealt in on any stock exchange. This excludes indebtedness placed in majority with investors domiciled in Portugal and purchased in Portugal. The definition also excludes securitisation arrangements in accordance with normal market practice and secured debt raised in relation to acquisition financing as well as project finance. Put Put at par plus accrued interest if there is a change of control resulting in a downgrade to non-investment grade, (or, if already non-investment grade, rating is lowered by one full rating notch) or rating assigned is withdrawn by either Moody’s, S&P or Fitch in the 120 days following the change of control. A change of control is defined as a person or a group of persons acquiring or owning directly or indirectly more than 50% of EDP, or becoming entitled to exercise control over EDP. Covenants Conditions of the keepwell agreement between EDP SA and EDP BV are as follows: (i) at any time, should EDP BV have insufficient funds to meet its payment obligations, EDP shall make funds available to EDP BV before the due date; (ii) these funds can be provided via an equity injection or via a subordinated loan; (iii) EDP warrants and agrees that its payment obligations arising under the keepwell agreement constitute unsecured and unsubordinated obligations of EDP and rank pari passu with all other unsecured and unsubordinated obligations of EDP; (iv) should EDP BV be in liquidation, administration or receivership and EDP be in default of its obligations, EDP shall be liable to EDP BV for such default; (v) the agreement can be modified with the written agreement of EDP and EDP BV provided that it does not have any adverse effect upon holders of instruments issued by EDP BV. Other Events of default include cross-default of the issuer, EDP, or any material subsidiary for obligations exceeding USD50m. The termination or the modification of the keepwell agreement with negative consequences for the holders in the trustee’s opinion constitutes an events of default. Material subsidiaries are entities controlled by EDP or directly or indirectly owned by more than 50%: that (i) generate or distribute electricity in Portugal; and (ii) whose total assets represent more than 5% of the group’s consolidated assets in the latest audited financial statements; or (iii) whose total revenues represent more than 5% of consolidated revenues in the latest audited financial statements. Source: Company data, HSBC

428

abc


EDP Bond Coupon

Maturity

5.5%

Issuer

Guarantor

Out amt

Type

18 Feb 2014 EDP Finance BV

Keepwell agreement

EUR1000m EMTN sr unsecured

3.25%

16 Mar 2015 EDP Finance B.V.

Keepwell agreement

EUR1000m EMTN sr unsecured

3.75%


Keepwell agreement

EUR500m

Senior unsecured

Call Tax call. Negative pledge Negative pledge covers indebtedness of the issuer and EDP, which includes bonds, notes, debentures, loan stock, or other debt securities, which have an original maturity of more than one year and are, or are intended to be, quoted, listed or ordinarily dealt in on any stock exchange. This excludes indebtedness placed in majority with investors domiciled in Portugal and purchased in Portugal. The definition also excludes securitisation arrangements in accordance with normal market practice and secured debt raised in relation to acquisition financing as well as project finance. Put Put at par plus accrued interest if there is a change of control resulting in a downgrade to non-investment grade, (or, if already non-investment grade, rating is lowered by one full rating notch) or rating assigned is withdrawn by either Moody’s, S&P or Fitch in the 120 days after the change of control. A change of control is defined as a person or a group of persons acquiring or owning directly or indirectly more than 50% of EDP or becoming entitled to exercise control over EDP. Covenants The conditions of the keepwell agreement between EDP SA and EDP BV are as follows: (i) At any time, should EDP BV have insufficient funds to meet its payment obligations, EDP shall make funds available to EDP BV before the due date; (ii) these funds can be provided via an equity injection or via a subordinated loan; (iii) EDP warrants and agrees that its payment obligations arising under the keepwell agreement constitute unsecured and unsubordinated obligations of EDP, and rank pari passu with all other unsecured and unsubordinated obligations of EDP; (iv) should EDP BV be in liquidation, administration or receivership and EDP be in default of its obligations, EDP shall be liable to EDP BV for such default; (v) the agreement can be modified with the written agreement of EDP and EDP BV, provided that it does not have any adverse effect upon holders of instruments issued by EDP BV. Other Events of default include cross default of issuer, EDP, or any material subsidiary for obligations exceeding USD50m. The termination or the modification of the keepwell agreement with negative consequences for the holders in the trustee’s opinion constitutes an event of default. Material subsidiaries are entities controlled by EDP or directly or indirectly owned by more than 50% that: (i) generate or distribute electricity in Portugal; and (ii) whose total assets represent more than 5% of the group’s consolidated assets in the latest audited financial statements; or (iii) whose total revenues represent more than 5% of consolidated revenues in the latest audited financial statements. Source: Company data, HSBC

429

abc


EDP Bond Coupon

Maturity

4.625%

Issuer

Guarantor

Out amt

Type


Keepwell agreement

EUR500m

EMTN sr unsecured

4.75%

26 Sep 2016 EDP Finance BV

Keepwell agreement

EUR1000m

EMTN sr unsecured

6.625%

09 Aug 2017 EDP Finance BV

Keepwell agreement

GBP200m

EMTN sr unsecured

Call Tax call Negative pledge Negative pledge covers indebtedness of the issuer and EDP, which includes bonds, notes, debentures, loan stock, or other debt securities, which have an original maturity of more than one year and are, or are intended to be, quoted, listed or ordinarily dealt in on any stock exchange. This excludes indebtedness placed in majority with investors domiciled in Portugal and purchased in Portugal. The definition also excludes securitisation arrangements in accordance with normal market practice and secured debt raised in relation to acquisition financing as well as project finance. Put Put at par plus accrued interest if there is a change of control resulting in a downgrade to non-investment grade, (or, if already non-investment grade, rating is lowered by one full rating notch) or rating assigned is withdrawn by either Moody’s, S&P or Fitch in the 120 days after the change of control . A change of control is defined as a person or group of persons acquiring or owning directly or indirectly more than 50% of EDP or becoming entitled to exercise control over EDP. Covenants The conditions of the keepwell agreement between EDP SA and EDP BV are as follows: (i) at any time, should EDP BV have insufficient funds to meet its payment obligations, EDP shall make funds available to EDP BV before the due date; (ii) these funds can be provided via an equity injection or via a subordinated loan; (iii) EDP warrants and agrees that its payment obligations arising under the keepwell agreement constitute unsecured and unsubordinated obligations of EDP and rank pari passu with all other unsecured and unsubordinated obligations of EDP; (iv) should EDP BV be in liquidation, administration or receivership and EDP be in default of its obligations, EDP shall be liable to EDP BV for such default; (v) the agreement can be modified with the written agreement of EDP and EDP BV, provided that it does not have any adverse effect upon holders of instruments issued by EDP BV. Other Events of default include cross-default of the issuer, EDP, or any material subsidiary for obligations exceeding USD50m. The termination or the modification of the keepwell agreement with negative consequences for the holders in the trustee’s opinion constitutes an event of default. Material subsidiaries are entities controlled by EDP or directly or indirectly owned by more than 50% that: (i) generate or distribute electricity in Portugal; and (ii) whose total assets represent more than 5% of the group’s consolidated assets in the latest audited financial statements; or (iii) whose total revenues represent more than 5% of consolidated revenues in the latest audited financial statements. Source: Company data, HSBC

430

abc


EDP Bond Coupon

Maturity

4.125% 8.625%

Issuer

Guarantor

Out amt

Type


Keepwell agreement

EUR300m

Senior unsecured

04 Jan 2024 EDP Finance BV

Keepwell agreement

GBP325m

EMTN sr unsecured

Call Tax call Negative pledge Negative pledge covers indebtedness of the issuer and EDP, which includes bonds, notes, debentures, loan stock, or other debt securities, which have an original maturity of more than one year and are, or are intended to be, quoted, listed or ordinarily dealt in on any stock exchange. This excludes indebtedness placed in majority with investors domiciled in Portugal and purchased in Portugal. The definition also excludes securitisation arrangements in accordance with normal market practice and secured debt raised in relation to acquisition financing as well as project finance. Put Put at par plus accrued interest if there is a change of control resulting in a downgrade to non-investment grade, (or, if already non-investment grade, rating is lowered by one full rating notch) or rating assigned is withdrawn by either Moody’s, S&P or Fitch in the 120 days after the change of control . A change of control is defined as a person or a group of persons acquiring or owning directly or indirectly more than 50% of EDP or becoming entitled to exercise control over EDP. Covenants Conditions of the keepwell agreement between EDP SA and EDP BV are as follows: (i) at any time, should EDP BV have insufficient funds to meet its payment obligations, EDP shall make funds available to EDP BV before the due date; (ii) these funds can be provided via an equity injection or via a subordinated loan; (iii) EDP warrants and agrees that its payment obligations arising under the keepwell agreement constitute unsecured and unsubordinated obligations of EDP and rank pari passu with all other unsecured and unsubordinated obligations of EDP; (iv) should EDP BV be in liquidation, administration or receivership and EDP shall be in default of its obligations, EDP shall be liable to EDP BV for such default; (v) the agreement can be modified with written agreement of EDP and EDP BV provided that it does not have any adverse effect upon holders of instruments issued by EDP BV. Other Events of default include cross-default of Issuer, EDP, or any material subsidiary for obligations exceeding USD50m. The termination or the modification of the keepwell agreement with negative consequences for the holders in the trustee’s opinion constitutes an event of default. Material subsidiaries are entities controlled by EDP or directly or indirectly owned by more than 50% that: (i) generate or distribute electricity in Portugal; and (ii) whose total assets represent more than 5% of the group’s consolidated assets in the latest audited financial statements; or (iii) whose total revenues represent more than 5% of consolidated revenues in the latest audited financial statements. Source: Company data, HSBC

431

abc


Electricity Supply Board (ESB) Bond Coupon

Maturity

Issuer

05 Mar 2020 ESB Finance Ltd FRN Step up provision (see ‘Other’)

Guarantor

Out amt

Electricity Supply Board GBP275m (ESB)

Type EMTN sr unsecured

Call Tax call. Negative pledge Negative pledge covers debt of the issuer, the guarantor and any principal subsidiaries of the two. This includes bonds, notes or other securities which are for the time being, or are capable of being, quoted, listed or ordinarily dealt in on any stock exchange or other organised securities market. Put Put at par in an event risk put event. An event risk put event will occur in the event of a change of control of the issuer that is followed by a rating downgrade from investment to sub-investment grade. If the notes are rated subinvestment grade already, then the CoC alone is deemed a put event. Covenants None Other Step-up provision: if the notes are not rated investment grade by at least two rating agencies (among Moody’s, S&P, Fitch and their successors) by the first interest payment date, the rate of interest will be increased by 125bp pa. If, subsequently, the notes are rated investment grade, then the applicable rate of interest will be decreased 125bp pa. Source: Company data, HSBC

432

abc


Elia SO Bond Coupon

Maturity

4.5%

Issuer

Guarantor

Out amt

Type

22 Apr 2013 Elia System Operator SA None

EUR500m

Senior unsecured

4.75%

13 May 2014 Elia System Operator SA None

EUR500m

Senior unsecured

5.625%

22 Apr 2016 Elia System Operator SA None

EUR500m

Senior unsecured

5.25%

13 May 2019 Elia System Operator SA None

EUR500m

Senior unsecured

Call Tax call. Negative pledge Negative pledge covers relevant debt of the issuer and any material subsidiary, which includes bonds, notes, or other securities, which have an original maturity of more than one year and are quoted, listed or ordinarily dealt on any stock exchange or over-the-counter or other securities market. A material subsidiary is defined as a subsidiary representing more than 20% of consolidated turnover or consolidated total assets in the latest audited accounts. Put None Covenants None Other Events of default include a cross-default of the issuer or any material subsidiary for obligations exceeding EUR50m. A material subsidiary is defined as a subsidiary representing more than 20% of consolidated turnover or consolidated total assets in the latest audited accounts. Source: Company data, HSBC

433

abc


EnBW Bond Coupon

Maturity

5.875%

Issuer

Guarantor

Out amt

Type

28 Feb 2012 EnBW International Finance BV

EnBW

EUR1000m

EMTN sr unsecured

6%

20 Nov 2013 EnBW International Finance BV

EnBW

EUR750m

EMTN sr unsecured

4.125%

07 Jul 2015

EnBW International Finance BV

EnBW

EUR750m

EMTN sr unsecured

4.25%

19 Oct 2016 EnBW International Finance BV

EnBW

EUR500m

Senior unsecured

Call Tax call. Negative pledge Negative pledge covers capital market indebtedness of the issuer or the guarantor and principal subsidiaries. Capital Market indebtedness is defined as bonds, or other securities, which are quoted, listed or ordinarily dealt on any stock exchange or over-the-counter or other securities market. A principal subsidiary is a subsidiary accounting for at least 5% of the group’s sales or total assets in the latest consolidated financial statements. Put None Covenants None Other Events of default include cross default of issuer and guarantor for obligations exceeding EUR10m, with no reference to subsidiaries. Material change in business. Source: Company data, HSBC

434

abc


EnBW Bond Coupon

Maturity

6.875%

Issuer

Guarantor

Out amt

Type

20 Nov 2018 EnBW International Finance BV

EnBW

EUR750m

EMTN sr unsecured

4.875%

16 Jan 2025 EnBW International Finance BV

EnBW

EUR500m

EMTN sr unsecured

6.125%

07 Jul 2039

EnBW

EUR600m

EMTN sr unsecured

EnBW International Finance BV

Call Tax call. Negative pledge Negative pledge covers capital market indebtedness of the issuer or the guarantor and principal subsidiaries. Capital market indebtedness is defined as bonds, or other securities which are quoted, listed or ordinarily dealt on any stock exchange or over-the-counter or other securities market. A principal subsidiary is a subsidiary accounting for at least 5% of the group’s sales or total assets in the latest consolidated financial statements. Put None Covenants None Other Events of default include cross default of issuer and guarantor for obligations exceeding EUR10m, with no reference to subsidiaries. Material change in business. Source: Company data, HSBC

435

abc


Endesa Bond Coupon

Maturity

Issuer

6.125%

05 Jul 2012

5.375%

Guarantor

Out amt

Type

International Endesa Endesa SA BV

GBP400m

EMTN sr unsecured

21 Feb 2013 International Endesa Endesa SA BV

EUR700m

EMTN sr unsecured

Call Tax call Negative pledge Negative pledge covers external indebtedness of issuer and guarantor, which includes any present or future indebtedness denominated in euros and where more than 50% of such indebtedness is owed to persons outside the Netherlands or outside the Kingdom Spain. The negative pledge also covers escritura pública (public document or deed or instrument witnessed by a public notary) of the guarantor. Put None Covenants None Other Events of default include cross default of issuer and guarantor with no references to a carve-out or subsidiaries. Source: Company data, HSBC

436

abc


Enel Bond Coupon

Maturity

4.25%

Issuer

Guarantor

Out amt

Type

12 Jun 2013 Enel SpA

None

EUR750m

EMTN sr unsecured

4.75%


None

EUR750m

EMTN sr unsecured

5.25%

29 Sep 2023 Enel Investment Holdings BV

Enel SpA

EUR300m

EMTN sr unsecured

5.25%

20 May 2024 Enel SpA

None

EUR750m

EMTN sr unsecured

Call Tax call. Negative pledge Negative pledge covers indebtedness of the issuer, which includes bonds, notes, debentures, or other securities which are, or are intended to be, quoted, listed or ordinarily dealt in on any stock exchange or over-the-counter or other securities market. Put None Covenants None Other Events of default include cross default of the issuer and any material subsidiary, subject to a carve-out of USD25m or equivalent. A material subsidiary is defined as any entity directly or indirectly controlled and with gross revenues and total assets accounting for more than 10% of Enel’s consolidated revenues or total assets. Source: Company data, HSBC

437

abc


Enel Bond Coupon

Maturity

FRN

Issuer

Guarantor

Out amt

Type


None

EUR1000m

EMTN sr unsecured

5.25%

14 Jan 2015 ENEL SpA

None

EUR1000m

EMTN sr unsecured

FRN

14 Jan 2015 ENEL SpA

None

EUR1300m

EMTN sr unsecured

4%

14 Sep 2016 ENEL Finance International SA

Enel SpA

EUR1500m

EMTN sr unsecured

5.25%


None

EUR1500m

EMTN sr unsecured

Call Tax call. Negative pledge Negative pledge covers indebtedness of the issuer, which includes bonds, notes, debentures, or other securities which are, or are intended to be, quoted, listed or ordinarily dealt in on any stock exchange or over-the-counter or other securities market. Put None Covenants None Other Events of default include cross-default of the issuer subject to a carve-out of EUR100m or equivalent. Source: Company data, HSBC

438

abc


Enel Bond Coupon

Maturity

6.25%

Issuer

Guarantor

Out amt

Type


None

GBP550m

EMTN sr unsecured

5%


Enel SpA

EUR2500m

EMTN sr unsecured

5.625%

14 Aug 2024 ENEL Finance International SA

Enel SpA

GBP850m

EMTN sr unsecured

5.625%


None

EUR850m

EMTN sr unsecured

5.75%


None

GBP550m

EMTN sr unsecured

5.75%


Enel SpA

GBP1400m

EMTN sr unsecured

Call Tax call. Negative pledge Negative pledge covers indebtedness of the issuer, which includes bonds, notes, debentures, or other securities which are, or are intended to be, quoted, listed or ordinarily dealt in on any stock exchange or over-the-counter or other securities market. Put None Covenants None Other Events of default include cross-default of the issuer subject to a carve-out of EUR100m or equivalent. Source: Company data, HSBC

439

abc


ENW Bond Coupon

Maturity

Issuer

Guarantor

Out amt

Type

6.125%

21 Jul 2021

ENW Finance Plc

Electricity North West Ltd

GBP200m

Unwrapped notes

Call Tax call. Negative pledge Negative pledge covers the financial indebtedness of the issuer, guarantor and its subsidiaries. Financial indebtedness means monies borrowed and includes leases, sold recourse receivables. Put Put at par and accrued interests if a rating downgrade follows a restructuring event within 60 days. A restructuring event is defined as loss or material modification of the guarantor’s licence of any legislation removing, reducing or qualifying the duties and powers of the Secretary of State and/or the energy regulator. A rating downgrade is defined as a downgrade to below investment grade or a one-notch downgrade if the rating is already non-investment grade. Covenants The issuer and guarantor shall use all reasonable endeavours to maintain an investment-grade rating. Restriction on: (i) further financial indebtedness if net debt to RAV is to exceed 65% as a result; (ii) payments of dividends, return of capital to any affiliate of EVN if net debt to RAV is to rise to above 65% as a result. Other Events of default covers the Issuer, the guarantor and relevant subsidiaries subject to a carve-out of GBP20m or 2% of adjusted capital and reserves. The net debt to RAV ratio is equal or higher than 70% and the issuer and the guarantor fail to remedy such breach for 30 days. Source: Company data, HSBC

440

abc


ENW Bond Coupon

Maturity

Issuer

Guarantor

6.75%

20 Jun 2015 ENW Capital Finance NWEN, NWEN Group Plc Ltd

Out amt

Type

GBP300m

Secured on shares in ENW (fixed and floating charge)

Call Tax call. Negative pledge Senior secured unwrapped bonds rank pari passu with each other. Put None Covenants Trigger event occurs when: (i) net debt to RAV ratio increases above 85% (12 months forward and backwards); (ii) ENW net debt to RAV ratio rises above 65% (same period); (iii) adjusted interest cover ratio is below 1.1 (same period); (iv) aggregate of debt service reserve liquidity facility and balance under DSR Account<18 months NWEN senior debt interest service; (v) aggregate of operating cash flows and authorised credit facilities at NZEN or ENW < 12-months forecast capex, working capital requirements, swap termination fees and interest; (vi) downgrade to noninvestment grade; (vii) breach of non-appointed business limits. A trigger event activation results in the blocking of distributions, consultation with the regulator and the appointment of non-executive directors. Other Events of default include: (i) net debt to RAV > 92%; (ii) adjusted interest cover ratio < 1x; (iii) ENW defaults; (iv) change of control; (v) non-payment of interest and principal, breach of covenants. There is a 12-month standstill period following an event of default – this can be extended to 18 months or shortened at the option of the senior debt instructing group. Source: Company data, HSBC

441

abc


EWE Bond Coupon

Maturity

4.375% 4.875%

Issuer

Guarantor

Out amt

Type

14 Oct 2014 EWE AG

None

EUR1000m

Senior unsecured

14 Oct 2019 EWE AG

None

EUR500m

Senior unsecured

Call Tax call. Negative pledge Negative pledge covers capital market indebtedness issued or guaranteed by the issuer or principal subsidiaries. The definition excludes companies becoming principal subsidiaries or being merged with the issuer or any principal subsidiary after the issue date as well as project financing. Capital market indebtedness is defined as notes or securities traded on recognised securities market. A principal subsidiary is a subsidiary whose total assets and/or EBITDA account for 5% or more of consolidated total assets and/or EBITDA by reference to the group’s latest audited financials statements. Put None Covenants None Other Events of default include cross default of the issuer or any principal subsidiary with a EUR25m carve-out. It is an event of default if the issuer is dissolved or ceases, or threatens to cease, to carry substantially all of its business operations as a result of restructuring measures defined as unbundling resulting from the implementation of directives 2003/54/EC and 2003/55/EC. A principal subsidiary is a subsidiary whose total assets and/or EBITDA account for 5% or more of consolidated total assets and/or EBITDA by reference to the group’s latest audited financials statements. Source: Company data, HSBC

442

abc


EWE Bond Coupon

Maturity

Issuer

Guarantor

Out amt

Type

5.25%

16 Jul 2021

EWE AG

None

EUR500m

Senior unsecured

Call Tax call. Negative pledge Negative pledge covers capital market indebtedness of the issuer and its principal subsidiaries. Capital market indebtedness is defined as notes or other instruments which are, or are intended to be, listed, quoted, dealt in or traded on any stock exchange or in any organised market, any guarantee or other indemnity in respect of such obligation and assignable loans which exceed a total amount of EUR100m. A principal subsidiary is any subsidiary of the issuer who represents at least 5% of the total assets and/or EBITDA of the group, as determined by reference to the latest audited consolidated financial statements of the group. The group refers to the issuers and its subsidiaries from time to time, taken as a whole. Put None Covenants None Other Events of default include cross-default of the issuer and principal subsidiaries on financial indebtedness exceeding EUR30m. Financial indebtedness means any indebtedness for borrowed money whether or not represented or evidenced by bonds, notes, other securities or certificates. Source: Company data, HSBC

443

abc


Fortum Bond Coupon

Maturity

4.625%

Issuer

Guarantor

Out amt

Type

19 Nov 2010 Fortum Oyj

None

EUR500m

EMTN sr unsecured

5%

19 Nov 2013 Fortum Oyj

None

EUR500m

EMTN sr unsecured

4.625%

20 Mar 2014 Fortum Oyj

None

EUR750m

EMTN sr unsecured

4.5%

20 Jun 2016 Fortum Oyj

None

EUR750m

EMTN sr unsecured

6%

20 Mar 2019 Fortum Oyj

None

EUR750m

EMTN sr unsecured

Call Tax call. Negative pledge Negative pledge covers relevant indebtedness of the issuer and any principal subsidiary, which includes bonds, notes, debentures, debenture stock, loan stock, certificates or other debt securities which are, or are capable of being, listed, quoted or traded on any stock exchange or in any regulated securities market. A principal subsidiary is one whose total assets represent 10% or more of the consolidated total assets of the group as calculated in the latest audited financial statements. Put None Covenants None Other Events of default include cross-default of issuer and any principal subsidiary for obligations exceeding EUR50m. A principal subsidiary is one whose total assets represent 10% or more of the consolidated total assets of the group as calculated in the latest audited financial statements. Source: Company data, HSBC

444

abc


Hera Bond Coupon

Maturity

Issuer

4.125%

16 Feb 2016 Hera SpA

Guarantor

Out amt

Type

None

EUR500m

Senior unsecured

Call Tax call. Issuer call on 16 February 2008 and any time thereafter. Make whole at Euribor flat. Negative pledge Negative pledge covers the relevant indebtedness of the issuer and material subsidiaries. Relevant indebtedness is defined as notes, bonds, debentures, loan stock or other securities capable of being quoted, listed or dealt in on any stock exchange, OTC or other securities market. A material subsidiary is a subsidiary whose consolidated revenues or total assets account for 10% of the issuer’s total by reference to the latest audited consolidated accounts of the issuer. The definition excludes permitted encumbrances defined as security interest created over limited-recourse financing and securitisation subject to a cap of 10% of consolidated assets. Put Put at par on a put event defined as a rating downgrade resulting from a change of control and within a period of 180 days from the change of control event. A rating downgrade is defined as a downgrade to below investment grade, a full rating withdrawal or a one-notch downgrade if the issuer’s rating is already non-investment grade by any rating agency. These are defined as S&P, Moody’s, Fitch and their successors. Covenants None Other Events of default include cross-default of the issuer or any material subsidiary subject to a EUR15m carve-out. A material subsidiary is a subsidiary with consolidated revenues or total assets accounting for 10% of the issuer’s total by reference to the latest audited consolidated accounts of the issuer. It is an event of default if the issuer or any of its material subsidiaries ceases, or threatens to cease, to carry on a substantial part of its business, ie accounting for at least 20% of consolidated assets or revenues. Source: Company data, HSBC

445

abc


Hera Bond Coupon

Maturity

Issuer

4.5%

03 Dec 2019 Hera SpA

Guarantor

Out amt

Type

None

EUR500m

Senior unsecured

Call Tax call. Issuer call on 3 December 2011 and any time thereafter at the greater of par or sum of the then-current values of the remaining scheduled payments of principal and interest (not including any interest accrued on the notes to, but excluding, the optional redemption date) discounted to the optional redemption date on an annual basis (based on the actual number of days elapsed, divided by 365 or (in the case of a leap year) by 366) at the average of the mid-market annual swap rate as determined by the reference dealer. Negative pledge Negative pledge covers the relevant indebtedness of the issuer and material subsidiaries. Relevant indebtedness is defined as notes, bonds, debentures, loan stock or other securities capable of being quoted, listed or dealt in on any stock exchange, OTC or other securities market. A material subsidiary is a subsidiary with consolidated revenues or total assets accounting for 10% of the issuer’s total by reference to the latest audited consolidated accounts of the Issuer. The definition excludes permitted encumbrances defined as security interest created over limited-recourse financing and securitisation subject to a cap of 10% of consolidated assets. Put Put at par on a put event defined as a rating downgrade resulting from a change of control and within a period of 180 days from the change of control event. A rating downgrade is defined as a downgrade to below investment grade, a full rating withdrawal or a one-notch downgrade if the issuer’s rating is already non-investment grade by any rating agency. These are defined as S&P, Moody’s Fitch and their successors. Covenants None Other Events of default cover debt of the issuer and its material subsidiaries, with a EUR20m carve-out. Material subsidiary is defined as any subsidiary whose total assets or net revenues represent not less than 10% of total assets/ net revenues of the group. Source: Company data, HSBC

446

abc


Iberdrola Bond Coupon

Maturity

6.375% 5.125%

Issuer

Guarantor

Out amt

Type

25 Nov 2011 Iberdrola Finanzas SAU

Iberdrola SA

EUR1014m

EMTN sr unsecured

09 May 2013 Iberdrola Finanzas SAU

Iberdrola SA

EUR836m

EMTN sr unsecured

Call Tax call. Negative pledge Negative pledge covers relevant indebtedness of the issuer and the guarantor, which includes bonds, notes, debentures, loan stock or other securities, which are, or are capable of being, quoted, listed, or ordinarily dealt with on any stock exchange. It excludes permitted security, which is defined as any security created in respect of any relevant indebtedness of a company that has merged with or been acquired by, the guarantor or its subsidiaries provided it existed at the time of the merger/acquisition, was not created for the financing of the merger/acquisition, did not increase in amount and was not extended following the merger/acquisition. Put Put at par following a change of control and followed by a rating downgrade by Moody’s, S&P or Fitch within 270 days after a change of control announcement. A change of control is defined as the acquisition or control (indirectly or directly) of more than 50% of the total voting rights of the guarantor or the right to appoint and/or remove (indirectly or directly) all of the majority of the members of the guarantor’s board of directors or other governing body. A rating downgrade is defined as a downgrade of the guarantor’s credit rating to non-investment grade or, if already at non-investment grade, a downgrade of one full rating notch (eg BB+ to BB by S&P) or when no credit rating is assigned (other than temporarily). Covenants None Other Events of default includes cross-default of the issuer, guarantor or any relevant subsidiary on obligations exceeding EUR50m. A relevant subsidiary is defined as a subsidiary of the guarantor in a country whose sovereign debt is rated A or more by S&P and whose total assets or revenues or EBITDA represent 7% or more of the consolidated total assets, revenues or EBITDA of the guarantor and its subsidiaries. Source: Company data, HSBC

447

abc



Maturity

4.875% 7.5%

Issuer

Guarantor

Out amt

Type

04 Mar 2014 Iberdrola Finanzas SAU

Iberdrola SA

EUR1500m

EMTN sr unsecured

25 Nov 2015 Iberdrola Finanzas SAU

Iberdrola SA

EUR1150m

EMTN sr unsecured

Call Tax call. Negative pledge Negative pledge covers relevant indebtedness of the issuer and the guarantor, which includes bonds, notes, debentures, loan stock or other securities, which are, or are capable of being, quoted, listed, or ordinarily dealt with on any stock exchange. It excludes permitted security, which is defined as any security created in respect of any relevant indebtedness of a company that has merged with or been acquired by the guarantor or its subsidiaries, provided it existed at the time of the merger/acquisition, was not created for the financing of the merger/acquisition, did not increase in amount and was not extended following the merger/acquisition. Put Put at par following a change of control and followed by a rating downgrade by Moody’s, S&P or Fitch within 270 days after a change of control announcement. A change of control is defined as the acquisition or control (indirectly or directly) of more than 50% of the total voting rights of the guarantor or the right to appoint and/or remove (indirectly or directly) all of the majority of the members of the guarantor’s board of directors or other governing body. A rating downgrade is defined as a downgrade of the guarantor’s credit rating to non-investment grade or, if already at non-investment grade, a downgrade of one full rating notch (eg BB+ to BB by S&P) or when no credit rating is assigned (other than temporarily). Covenants None Other Events of default includes cross-default of issuer, guarantor or any relevant subsidiary on obligations exceeding EUR50m. A relevant subsidiary is defined as a subsidiary of the guarantor in a country whose sovereign debt is rated A or more by S&P and whose total assets or revenues or EBITDA represent 7% or more of the consolidated total assets, revenues or EBITDA of the guarantor and its subsidiaries. Source: Company data, HSBC

448

abc



Maturity

5.625% 4.125%

Issuer

Guarantor

Out amt

Type

09 May 2018 Iberdrola Finanzas SAU

Iberdrola SA

EUR750m

EMTN sr unsecured

23 Mar 2020 Iberdrola Finanzas SAU

Iberdrola SA

EUR1100m

EMTN sr unsecured

Call Tax call. Negative pledge Negative pledge covers relevant indebtedness of the issuer and the guarantor, which includes bonds, notes, debentures, loan stock or other securities, which are, or are capable of being, quoted, listed, or ordinarily dealt with on any stock exchange. It excludes permitted security, which is defined as any security created in respect of any relevant indebtedness of a company that has merged with or been acquired by, the guarantor or its subsidiaries, provided it existed at the time of the merger/acquisition, was not created for the financing of the merger/acquisition, did not increase in amount and was not extended following the merger/acquisition. Put Put at par following a change of control and followed by a rating downgrade by Moody’s, S&P or Fitch within 270 days after a change of control announcement. A change of control is defined as the acquisition or control (indirectly or directly) of more than 50% of the total voting rights of the guarantor or the right to appoint and/or remove (indirectly or directly) all of the majority of the members of the guarantor’s board of directors or other governing body. A rating downgrade is defined as a downgrade of the guarantor’s credit rating to non-investment grade or, if already at non-investment grade, a downgrade of one full rating notch (eg BB+ to BB by S&P) or when no credit rating is assigned (other than temporarily). Covenants None Other Events of default includes cross-default of issuer, guarantor or any relevant subsidiary on obligations exceeding EUR50m. A relevant subsidiary is defined as a subsidiary of the guarantor in a country whose sovereign debt is rated A or more by S&P and whose total assets or revenues or EBITDA represent 7% or more of the consolidated total assets, revenues or EBITDA of the guarantor and its subsidiaries. Source: Company data, HSBC

449

abc



Maturity

Issuer

Guarantor

Out amt

Type

6%

01 Jul 2022

Iberdrola Finanzas SAU

Iberdrola SA

GBP200m

EMTN sr unsecured

7.375%

29 Jan 2024 Iberdrola Finanzas SAU

Iberdrola SA

GBP500m

EMTN sr unsecured

Call Tax call Negative pledge Negative pledge covers relevant indebtedness of the issuer and the guarantor, which includes bonds, notes, debentures, loan stock or other securities, which are, or are capable of being, quoted, listed, or ordinarily dealt with on any stock exchange. It excludes permitted security, which is defined as any security created in respect of any relevant indebtedness of a company that has merged with or been acquired by the guarantor or its subsidiaries, provided it existed at the time of the merger/acquisition, was not created for the financing of the merger/acquisition, did not increase in amount and was not extended following the merger/acquisition. Put Put at par following a change of control and followed by a rating downgrade by Moody’s, S&P or Fitch within 270 days after a change of control announcement. A change of control is defined as the acquisition or control (indirectly or directly) of more than 50% of the total voting rights of the guarantor or the right to appoint and/or remove (indirectly or directly) all of the majority of the members of the guarantor’s board of directors or other governing body. A rating downgrade is defined as a downgrade of the guarantor’s credit rating to non-investment grade or, if already at non-investment grade, a downgrade of one full rating notch (eg BB+ to BB by S&P) or when no credit rating is assigned (other than temporarily). Covenants None Other Events of default includes cross-default of issuer, guarantor or any relevant subsidiary on obligations exceeding EUR50m. A relevant subsidiary is defined as a subsidiary of the guarantor in a country whose sovereign debt is rated A or more by S&P and whose total assets or revenues or EBITDA represent 7% or more of the consolidated total assets, revenues or EBITDA of the guarantor and its subsidiaries. Source: Company data, HSBC

450

abc



Maturity

4.875% 3.5%

Issuer

Guarantor

Out amt

Type

18 Feb 2013 Iberdrola International Iberdrola SA BV

EUR750m

EMTN sr unsecured

22 Jun 2015 Iberdrola Finanzas SAU

EUR750m

Senior unsecured

Iberdrola SA

Call Tax call. Negative pledge Negative pledge covers bonds, notes, debentures and loan stocks and other securities issued by the issuer and the guarantor. Negative pledge includes Spanish Escritura Pública but excludes ‘permitted encumbrances’, which are defined as the mortgages created from 1953 to June 1967 by the guarantor. Put None Covenants None Other Events of default include default of the issuer, guarantor subject to a carve-out of USD5m and the insolvency of the issuer, guarantor and relevant subsidiaries . A relevant subsidiary is directly or indirectly controlled or owned more than 50% by the guarantor and its net worth is higher than EUR6.01m Source: Company data, HSBC

451

abc



Maturity

Issuer

Guarantor

8.375%

20 Feb 2017 Scottish Power UK Plc None

Out amt

Type

GBP200m

Senior unsecured

Call Spens call from 24/3/01. Ref UKT 8% 2015. Negative pledge Negative pledge for public debt only. Also not covered are issues with maturities > 20/2/17 and with aggregate principal not more than the greater of GBP250m or 20% of capital and reserves. Put Bondholder put at par if restructuring event and rating downgrade to below investment grade within 90 days. Restructuring event is defined as loss of Issuer licence or Manweb PES licence, major modification to the licence(s), termination of the pooling and settling agreements (unless replaced with alternative) or legislation changing the powers or duties of the Secretary of State for Trade and Industry and/or the Director General of Electricity Supply. Covenants None Other Events of default include cross-default of issuer or any principal subsidiary for obligations exceeding the greater of GBP20m and 2% of capital and reserves. A principal subsidiary is a subsidiary of the guarantor whose profits on ordinary activities before tax or net assets represent 20% or more of the consolidated profits on ordinary activities before tax or consolidated net assets, in the latest audited financial statements. Excludes project finance indebtedness. Source: Company data, HSBC

452

abc



Maturity

Issuer

6.75%

29 May 2023 Scottish Power Plc

Guarantor

Out amt

Type

None

GBP250m

EMTN sr unsecured

Call (i) Spens call – reference UKT 8% 2021; or (ii) tax call. Negative pledge Negative pledge covers relevant indebtedness of the issuer and any wholly owned subsidiary, which includes bonds, notes, debentures, debenture stock, loan stock, or other securities which are quoted, listed or ordinarily dealt on any stock exchange or over-the-counter or other securities market. Excludes debt that has initial maturity of 26 years or more, and with a maximum aggregate of the greater of GBP200m and 20% of capital and reserves, as well as project finance indebtedness. Put A put event occurs when there is a restructuring event and either a rating downgrade or negative rating event, and the event is deemed to be materially prejudicial to bondholders. A restructuring event is defined as the loss or modification of licence, the loss or modification of the pooling and settlement agreement, or a change in legislation removing the Secretary of State for Trade and Industry from duties. Also includes the case where the appointment of Southern Water Services Limited as water and sewerage undertaker is terminated. Covenants None Other Events of default include cross-default of issuer or any principal subsidiary for obligations exceeding the greater of GBP20m and 2% of capital and reserves. A principal subsidiary is a subsidiary of the guarantor whose profits on ordinary activities before tax or net assets represent 20% or more of the consolidated profits on ordinary activities before tax or consolidated net assets, in the latest audited financial statements. Excludes project finance indebtedness. Source: Company data, HSBC

453

abc


National Grid Bond Coupon

Maturity

FRN

5.5%

Issuer

Guarantor

Out amt

Type

18 Jan 2012 National Grid Plc (ex National Grid Transco Plc)

None

EUR643m

Senior unsecured

24 Jul 2013

None

GBP263m

EMTN sr unsecured

National Grid Plc (ex National Grid Transco Plc)

Call Tax call. Negative pledge None Put If there is a National Grid (ex NGT) restructuring event and either a rating downgrade or negative rating event, the instrumentholders put option may be exercised. An NG restructuring event occurs when the ratio of operating profit from disposed assets exceeds 50% of consolidated operating profit pre disposals over a 36m period. A rating downgrade is lowering the rating from investment grade to non-investment grade or, if the rating is already noninvestment grade, then lowering the rating by one further category. A negative rating event occurs when the issuer is unable to obtain an investment-grade rating or does not seek to obtain a rating. Covenants Restrictions on asset disposals (see bondholder put). Other Events of default include cross-default on any relevant indebtedness of the issuer and principal subsidiaries that exceeds GBP50m for the period up to 31 March 2001, and that exceeds GBP100m thereafter. Principal subsidiaries are NGG (ex Transco Plc), NGET (ex National Grid Co Plc) and National Grid USA. Source: Company data, HSBC

454

abc



Maturity

4.125%

Issuer

Guarantor

Out amt

Type

21 Mar 2013 National Grid Plc (ex National Grid Transco Plc)

None

EUR1000m

Senior unsecured

5%

02 Jul 2018

National Grid Plc (ex National Grid Transco Plc)

None

EUR600m

EMTN sr unsecured

4.375%

10 Mar 2020 National Grid Plc (ex National Grid Transco Plc)

None

EUR500m

Senior unsecured

Call Tax call. Negative pledge Negative pledge covers relevant indebtedness of National Grid Plc (ex NGT), which includes bonds, notes, debentures, loan stock, or other securities which are, or are capable of being, listed, quoted or ordinarily dealt on any stock exchange. Put If there is a National Grid (ex NGT) restructuring event and either a rating downgrade or negative rating event, the instrumentholders put option may be exercised. An NG restructuring event occurs when the ratio of operating profit from disposed assets exceeds 50% of consolidated operating profit pre-disposals over a 36m period. A rating downgrade is lowering the rating from investment grade to non-investment grade or, if the rating is already noninvestment grade, then lowering the rating by one further category. A negative rating event occurs when the issuer is unable to obtain an investment-grade rating or does not seek to obtain a rating. Covenants Restrictions on asset disposals (see bondholder put). Other Events of default include cross-default on any relevant indebtedness of the issuer and principal subsidiaries that exceeds GBP50m for the period up to 31 March 2001, and that exceeds GBP100m thereafter. Principal subsidiaries are NGG (ex Transco Plc), NGET (ex National Grid Co Plc) and National Grid USA. Source: Company data, HSBC

455

abc



Maturity

6.125% 6.5%

Issuer

Guarantor

Out amt

Type

15 Apr 2014 National Grid plc

None

GBP349m

EMTN sr unsecured

22 Apr 2014 National Grid plc

None

EUR578m

EMTN sr unsecured

Call Tax call. Negative pledge Negative pledge covers relevant indebtedness of National Grid plc, which includes bonds, notes, debentures, loan stock, or other securities which are, or are capable of being, listed, quoted or ordinarily dealt on any stock exchange. Put If there is a National Grid (ex NGT) restructuring event and either a rating downgrade or negative rating event, the instrumentholders put option may be exercised. An NG restructuring event occurs when the ratio of operating profit from disposed assets exceeds 50% of consolidated operating profit pre-disposals over a 36m period. A rating downgrade is lowering the rating from investment grade to non-investment grade or, if the rating is already noninvestment grade, then lowering the rating by one further category. A negative rating event occurs when the issuer is unable to obtain an investment grade rating or does not seek to obtain a rating. Covenants Restrictions on asset disposals (see bondholder put). Other Events of default include cross-default of issuer and principal subsidiaries on any relevant indebtedness that exceeds GBP50m for the period up to 31 March 2017, and that exceeds GBP100m thereafter. Principal subsidiaries are National Grid Gas plc, NGET and National Grid USA. Source: Company data, HSBC

456

abc



Maturity

6.625%

7.375%

Issuer

Guarantor

Out amt

Type

28 Jan 2014 National Grid Electricity Transmission pic

None

EUR600m

EMTN sr unsecured

13 Jan 2031 National Grid Electricity Transmission plc

None

GBP379m

EMTN sr unsecured

Call Tax call. Negative pledge None Put If there is a NGET restructuring event and either a rating downgrade or negative rating event by S&P/Moody’s, the instrument holders put option may be exercised. NGET restructuring event is: (i) revocation of the Electricity Transmission Licence; (ii) a modification of the Electricity Transmission Licence that is not materially prejudicial; or (iii) a removal, reduction or qualification of the duties/powers of Secretary of State for Trade and Industry or equivalent and/ or Gas & Electricity Markets Authority that is not materially prejudicial. A rating downgrade is deemed to be a lowering of the rating from investment grade to non-investment grade, a rating withdrawal or, if the rating is already non-investment grade, then a lowering of the rating by one further category. A negative rating event occurs when the issuer is unable to obtain an investment-grade rating or does not seek to obtain a rating. Covenants None Other Events of default include cross-default of issuer on any relevant indebtedness that exceeds GBP50m for the period up to 31 March 2017, and that exceeds GBP100m thereafter. Source: Company data, HSBC

457

abc



Maturity

Issuer

Guarantor

6.5%

27 Jul 2028

None National Grid Electricity Transmission Plc (ex National Grid Co Plc)

Out amt

Type

GBP298m

Senior unsecured

Call (i) 10% clean-up call if principal outstanding less than GBP36m; or (ii) tax call. Negative pledge None Put If there is a restructuring event and either a rating downgrade or negative rating event, the instrumentholders put option may be exercised. A restructuring event is: (i) revocation of the Electricity Transmission Licence; (ii) a modification of the Electricity Transmission Licence that is not materially prejudicial; or (iii) a termination of DTI/Gas & Electricity Markets Authority that is not materially prejudicial. A rating downgrade is lowering the rating from investment grade to non-investment grade or, if the rating is already non-investment grade, then lowering the rating by one further category. A negative rating event occurs when the Issuer is unable to obtain an investment-grade rating or does not seek to obtain a rating. Covenants None Other Events of default include cross-default on any relevant indebtedness of the issuer that exceeds GBP40m. Relevant debt is defined as bonds, notes, debentures, loan stock, or other securities which are, or are capable of being, listed, quoted or ordinarily dealt on any stock exchange. Source: Company data, HSBC

458

abc



Maturity

Issuer

Guarantor

FRN

03 Apr 2036 National Grid None Electricity Transmission Plc (ex National Grid Co Plc)

Out amt

Type

GBP200m

Senior unsecured

Call Tax call. Negative pledge None Put If there is a NGET (ex NGC) restructuring event and either a rating downgrade or negative rating event, the instrumentholders put option may be exercised. An NGET restructuring event is: (i) revocation of the Electricity Transmission Licence; (ii) a modification of the Electricity Transmission Licence that is not materially prejudicial; or (iii) a termination of DTI/Gas & Electricity Markets Authority that is not materially prejudicial. A rating downgrade is lowering the rating from investment grade to non-investment grade or, if the rating is already non-investment grade, then lowering the rating by one further category. A negative rating event occurs when the issuer is unable to obtain an investment-grade rating or does not seek to obtain a rating. Covenants None Other Events of default include cross-default on any relevant indebtedness that exceeds GBP50m for the period up to 31 March 2001, and that exceeds GBP100m thereafter. The indebtedness applies to NGET (ex NGC) only. Source: Company data, HSBC

459

abc



Maturity

5.125%

Issuer

Guarantor

Out amt

Type

14 May 2013 National Grid Gas plc None

EUR800m

EMTN sr unsecured

6%

07 Jun 2017 National Grid Gas Plc None (ex Transco Plc)

GBP300m

EMTN sr unsecured

6.375%

03 Mar 2020 National Grid Gas plc None

GBP358m

EMTN sr unsecured

7%

16 Dec 2024 National Grid Gas None Holdings Plc (ex Transco Holdings Plc)

GBP300m

Senior unsecured

8.75%


GBP125m

Senior unsecured

FRN

17 Oct 2036 National Grid Gas Plc None (ex Transco Plc)

GBP300m

EMTN sr unsecured

Call Tax call, indexation call (if index linked) 2024 bond: Spens call – reference UKT 8% 2021; 2025 bond: Spens call – reference UKT 8.75% 2017. Negative pledge None Put None Covenants None Other No cross-default provision. Source: Company data, HSBC

460

abc



Maturity

FRN

Issuer

Guarantor

Out amt

Type

12 Jan 2037 National Grid Gas Plc None (ex Transco Plc)

GBP140m

EMTN sr unsecured

FRN

20 Feb 2037 National Grid Gas Plc None (ex Transco Plc)

GBP100m

EMTN sr unsecured

FRN

28 Aug 2037 National Grid Gas Plc None (ex Transco Plc)

GBP100m

EMTN sr unsecured

6%

13 May 2038 National Grid Gas Plc None (ex Transco Plc)

GBP457m

EMTN sr unsecured

FRN

04 Apr 2039 National Grid Gas Plc None (ex Transco Plc)

GBP100m

EMTN sr unsecured

FRN


GBP115m

EMTN sr unsecured

Call Tax call, indexation call (if index linked) 2024 bond: Spens call – reference UKT 8% 2021; 2025 bond: Spens call – reference UKT 8.75% 2017. Negative pledge None Put None Covenants None Other No cross-default provision. Source: Company data, HSBC

461

abc



Maturity

Issuer

Guarantor

5.875%

02 Feb 2024 National Grid None Electricity Transmission Plc (ex National Grid Co Plc)

Out amt

Type

GBP450m

Senior unsecured

Call (i) 10% clean-up call if principal outstanding less than GBP45m; or (ii) Tax call. Negative pledge None Put If there is a restructuring event and either a rating downgrade or negative rating event, the instrumentholders put option may be exercised. Restructuring event is: (i) revocation of Electricity Transmission Licence; (ii) modification of the Electricity Transmission Licence that is not materially prejudicial, or (iii) termination of DTI/Gas & Electricity Markets Authority that is not materially prejudicial. A rating downgrade is lowering the rating from investment grade to non-investment grade or, if the rating is already non-investment grade, then lowering the rating by one further category. A negative rating event occurs when the issuer is unable to obtain an investment-grade rating or does not seek to obtain a rating. Covenants None Other No cross-default provision. Source: Company data, HSBC

462

abc


Northern Ireland Energy Holdings Bond Coupon

Maturity

Issuer

Guarantor

5.5%

10 Jul 2017

Phoenix Natural Gas Phoenix Distribution Finance plc Holdings Ltd

Out amt

Type

GBP275m

Senior unsecured

Call Tax call. Negative pledge Negative pledge covers all debt other than in respect of permitted security. Put Put at par if there is a regulatory put event occurs, which is defined as when there is a restructuring event, a negative certification is made in respect of such restructuring event, and either a rating downgrade or a negative rating event occurs within the restructuring period. Covenants Net debt to TRV(total regulatory value) ratio to be less than 95%. Other Events of default include cross-acceleration of the issuer or any of the guarantors on obligations of GBP5m (or equivalent in any other currencies) or above. Source: Company data, HSBC

463

abc


REN Bond Coupon

Maturity

Issuer

10 Dec 2013 Redes Energeticas 6.375% Step Up Nacionais SGPS (see “Other”) REN

Guarantor

Out amt

Type

None

EUR800m

EMTN sr unsecured

Call Tax call Negative pledge Negative pledge covers relevant indebtedness of the issuer, which includes bonds, notes, debentures, debenture stock, loan stock, certificates or other debt securities which are, or are capable of being, listed, quoted or traded on any stock exchange or in any regulated securities market and any guarantee or indemnity in respect of any such indebtedness. Put Put at par following a change of control and followed by a rating downgrade by Moody’s, S&P or Fitch within the 120 days after a change of control announcement. A change of control is defined as the acquisition or control (indirectly or directly) of more than 50% of the issued voting share capital of the issuer. A rating downgrade is defined as a downgrade of the issuer’s credit rating to non-investment grade or, if already at non-investment grade, a downgrade of one full rating notch (eg BB+ to BB by S&P) or when no credit rating is assigned. Covenants None Other Events of default include cross-default of issuer and material subsidiaries on any obligations that exceed EUR40m. Material subsidiaries are defined as subsidiaries of the issuer that represent not less than 10% of the consolidated total assets/revenues of the group taken as a whole, calculated by reference to the then most recent consolidated financial statements. Coupon steps up by 25bp for each of Moody’s or S&P one-notch downgrade to below A3/A-. The maximum increase is 150bp (in the case of a downgrade to Baa3/BBB- or lower by both agencies). Source: Company data, HSBC

464

abc


REE Bond Coupon

Maturity

Issuer

4.75%

18 Sep 2013 Red Eléctrica de España Finance BV

Guarantor

Out amt

Type

Red Eléctrica de España Finance SA

EUR800m

EMTN sr unsecured

Call Tax call. Negative pledge Negative pledge covers relevant indebtedness of issuer and guarantor, which is in the form of or represented by any bond, note, debenture, debenture stock, loan stock, certificate or other instrument which is, or is capable of being, listed, quoted or traded on any stock exchange or in any securities market, including any over-the-counter market. Put None Covenants None Other Events of default include cross default of issuer or guarantor for obligations exceeding EUR10m. Source: Company data, HSBC

465

abc


RWE Bond Coupon

Maturity

2.5%

Issuer

Guarantor

Out amt

Type

16 Sep 2011 RWE Finance B.V.

RWE AG

EUR1500m

EMTN sr unsecured

6.125%

26 Oct 2012 RWE Finance BV

RWE AG

EUR1808m

EMTN sr unsecured

6.375%

03 Jun 2013 RWE Finance BV

RWE AG

GBP630m

EMTN sr unsecured

4.625%

23 Jul 2014

RWE Finance BV

RWE AG

EUR530m

EMTN sr unsecured

6.25%

20 Apr 2016 RWE Finance BV

RWE AG

EUR850m

EMTN sr unsecured

5.125%

23 Jul 2018

RWE Finance BV

RWE AG

EUR980m

EMTN sr unsecured

6.5%

20 Apr 2021 RWE Finance BV

RWE AG

GBP570m

EMTN sr unsecured

Call Tax call. Negative pledge Negative pledge covers capital market indebtedness of issuer, guarantor and principal subsidiary, which includes bonds, or other instruments which are, or are capable of being, listed, quoted, dealt in or traded on any stock exchange, or in any organised market and any guarantee or other indemnity in respect of such obligation. A principal subsidiary is any subsidiary of the guarantor whose sales or total assets amount to at least 5% of the overall sales or total assets, respectively, of the guarantor and its consolidated subsidiaries, as shown in its latest audited, consolidated group accounts. Put None Covenants None Other Events of default include cross-default of issuer, guarantor or principal subsidiary on capital market indebtedness exceeding EUR50m. A principal subsidiary is any subsidiary of the guarantor whose sales or total assets amount to at least 5% of the overall sales or total assets, respectively, of the guarantor and its consolidated subsidiaries, as shown in its latest audited, consolidated group accounts. Source: Company data, HSBC

466

abc


RWE Bond Coupon

Maturity

Issuer

Guarantor

Out amt

Type

5.5%

06 Jul 2022

RWE Finance B.V.

RWE AG

GBP500m

EMTN sr unsecured

5.625%

06 Dec 2023 RWE Finance BV

RWE AG

GBP487.5m

EMTN sr unsecured

6.25%

03 Jun 2030 RWE Finance BV

RWE AG

GBP760m

EMTN sr unsecured

6.125%

06 Jul 2039

RWE AG

GBP1000m

EMTN sr unsecured

RWE Finance B.V.

Call Tax call. Negative pledge Negative pledge covers capital market indebtedness of issuer, guarantor and principal subsidiary, which includes bonds or other instruments which are, or are capable of being, listed, quoted, dealt in or traded on any stock exchange, or in any organised market and any guarantee or other indemnity in respect of such obligation. A principal subsidiary is any subsidiary of the guarantor whose sales or total assets amount to at least 5% of the overall sales or total assets, respectively, of the guarantor and its consolidated subsidiaries, as shown in its latest audited, consolidated group accounts. Put None Covenants None Other Events of default include cross-default of issuer, guarantor or principal subsidiary on capital market indebtedness exceeding EUR50m. A principal subsidiary is any subsidiary of the guarantor whose sales or total assets amount to at least 5% of the overall sales or total assets, respectively, of the guarantor and its consolidated subsidiaries, as shown in its latest audited, consolidated group accounts. Source: Company data, HSBC

467

abc


RWE Bond Coupon

Maturity

5.75% 5%

Issuer

Guarantor

Out amt

Type

20 Nov 2013 RWE Finance B.V.

RWE AG

EUR1000m

EMTN sr unsecured

10 Feb 2015 RWE Finance B.V.

RWE AG

EUR2000m

EMTN sr unsecured

Call Tax call. Negative pledge Negative pledge covers capital market indebtedness of issuer, guarantor and principal subsidiary, which includes bonds, or other instruments which are, or are capable of being, listed, quoted, dealt in or traded on any stock exchange, or in any organised market and any guarantee or other indemnity in respect of such obligation. A principal subsidiary is any subsidiary of the guarantor whose sales or total assets amount to at least 5% of the overall sales or total assets, respectively, of the guarantor and its consolidated subsidiaries, as shown in its latest audited, consolidated group accounts. Put Put at par following a change of control and followed by a rating downgrade by Moody’s or S&P within 180 days after a change of control announcement. A change of control is defined as the acquisition or control, indirect or direct, legal or beneficial ownership or entitlement of more than 50% of the total voting shares of the guarantor. A rating downgrade is defined as a downgrade of the guarantor’s credit rating to non-investment grade (BB+ or worse for S&P, Ba1 or worse for Moody’s) or when no credit rating is assigned (other than temporarily). Covenants None Other Events of default include cross-default of issuer, guarantor or principal subsidiary on capital market indebtedness exceeding EUR50m. A principal subsidiary is any subsidiary of the guarantor whose sales or total assets amount to at least 5% of the overall sales or total assets, respectively, of the guarantor and its consolidated subsidiaries, as shown in its latest audited, consolidated group accounts. Source: Company data, HSBC

468

abc


RWE Bond Coupon

Maturity

6.625% 6.5%

Issuer

Guarantor

Out amt

Type

31 Jan 2019 RWE Finance B.V.

RWE AG

EUR1000m

EMTN sr unsecured

10 Aug 2021 RWE Finance B.V.

RWE AG

EUR1000m

EMTN sr unsecured

Call Tax call Negative pledge Negative pledge covers capital market indebtedness of issuer, guarantor and principal subsidiary which includes bonds, or other instruments which are, or are capable of being, listed, quoted, dealt in or traded on any stock exchange, or in any organised market and any guarantee or other indemnity in respect of such obligation. A principal subsidiary is any subsidiary of the guarantor whose sales or total assets amount to at least 5% of the overall sales or total assets, respectively, of the guarantor and its consolidated subsidiaries, as shown in its latest audited, consolidated group accounts. Put Put at par following a change of control and followed by a rating downgrade by Moody’s or S&P within 180 days after a change of control announcement. A change of control is defined as the acquisition or control, indirect or direct, legal or beneficial ownership or entitlement of more than 50% of the total voting shares of the guarantor. A rating downgrade is defined as a downgrade of the guarantor’s credit rating to non-investment grade (BB+ or worse for S&P, Ba1 or worse for Moody’s) or when no credit rating is assigned (other than temporarily). Covenants None Other Events of default include cross-default of issuer, guarantor or principal subsidiary on capital market indebtedness exceeding EUR50m. A principal subsidiary is any subsidiary of the guarantor whose sales or total assets amount to at least 5% of the overall sales or total assets, respectively, of the guarantor and its consolidated subsidiaries, as shown in its latest audited, consolidated group accounts. Source: Company data, HSBC

469

abc


RWE Bond Coupon

Maturity

Issuer

5.75%

14 Feb 2033 RWE AG

Guarantor

Out amt

Type

None

EUR600m

EMTN sr unsecured

Call Tax call. Negative pledge Negative pledge covers bonds, and other instruments that are or are capable of being listed, quoted and dealt on an exchange. It also applies to principal subsidiaries defined as consolidated companies, which account for 5% of group sales and 5% of overall total assets in the latest audited statements. Excludes bank debt and project finance. Put None Covenants None Other Events of default include cross-default on amounts owed by the issuer, or any principal subsidiary for an amount greater than EUR50m. Principal subsidiaries are defined as consolidated companies which account for 5% of group sales and 5% of overall total assets in the latest audited statements . Source: Company data, HSBC

470

abc


SP AusNet Bond Coupon

Maturity

Issuer

Guarantor

Out amt

26 Jun 2018 SPI Electricity & Gas SPI Networks (Gas) Pty GBP250m 7.125% Step Up Australia Holding Pty Ltd, SPI Electricity Pty (see “Other”) Ltd Ltd, SPI Networks Pty Ltd, SPI PowerNet Pty Ltd and SPI Australia Finance Pty Ltd.

Type EMTN sr unsecured

Call Spens call ref – UKT 5% 2018. Also callable for taxation reasons. Negative pledge Negative pledge covers capital market indebtedness of the issuer and the guarantors. Capital market indebtedness is defined as bonds or other securities which are quoted, listed or ordinarily dealt on any stock exchange or over-thecounter or other securities market and having an original maturity of more than 365 days from its date of issue, or any guarantee or indemnity in respect of capital market indebtedness. Put None Covenants None Other Events of default include cross-default of issuer or guarantors for obligations (other than subordinated debt) exceeding AUD30m, except for obligations enforced against any property of the issuer or guarantor for an amount exceeding AUD20m and likely to have a material adverse effect on the issuer’s or any guarantor’s ability to meet its obligations. Coupon steps up by 25bp when downgraded to Baa1/BBB+, by 50bp when downgraded to Baa3/BBBand 100bp when downgraded to Ba1/BB+ or lower by Moody’s or S&P. Coupon steps up by 200bp if downgraded by both agencies. If the rating is only assigned by one agency, the step up will be twice the applicable increase stated. If not assigned by both agencies, the initial coupon – 7.125% – will be stepped up by 200bp. Source: Company data, HSBC

471

abc


SSE Bond Coupon

Maturity

Issuer

6.125%

29 Jul 2013

5.75%

Guarantor

Out amt

Type

Scottish and Southern None Energy plc

EUR600m

EMTN sr unsecured

05 Feb 2014 Scottish and Southern None Energy plc

GBP700m

EMTN sr unsecured

Call Tax call. Negative pledge Negative pledge covers relevant indebtedness of the issuer and any relevant subsidiaries which includes notes, bonds, debentures, debenture stock, loan stock or other securities, whether issued for cash or in whole or in part for a consideration other than cash, and which, with the agreement of the person issuing the same, are quoted, listed or ordinarily dealt in on any stock exchange or recognised over-the-counter or other securities. Excludes debt which has an initial maturity of 20 years or more and an aggregate amount outstanding at any time not exceeding the greater of GBP250m and 20% of capital and reserves, as well as project finance indebtedness. Put Put at par following a change of control and followed by a rating downgrade or negative rating event by Moody’s or S&P during the period commencing on the relevant announcement date and ending 90 days after the change of control. A change of control is defined by interest in more than 50% of the issued or allotted ordinary share capital of the issuer or shares in the capital of the issuer carrying more than 50% of the voting rights normally exercisable at a general meeting of the issuer. A rating downgrade is defined as a downgrade of the guarantor’s credit rating to noninvestment grade or, if already at non-investment grade, a downgrade of one full rating notch (eg BB+ to BB by S&P) or when no credit rating is assigned (other than temporarily). A negative rating event shall be deemed to have occurred if no rating has been assigned and the issuer does not seek to obtain a rating or if it is not at least of investment grade by the end of the CoC period. Covenants None Other Events of default include cross-acceleration of the issuer and principal subsidiaries on obligations exceeding GBP20m. Principal subsidiaries are defined as any relevant subsidiary or any subsidiary of the issuer that represents 20% or more of the consolidated profits on ordinary activities or net assets of the issuer, as calculated by reference to the latest audited consolidated financial statements of the issuer and of such subsidiary. Source: Company data, HSBC

472

abc


SSE Bond Coupon

Maturity

8.375% 6.25%

Issuer

Guarantor

Out amt

Type

20 Nov 2028 Scottish and Southern None Energy plc

GBP500m

EMTN sr unsecured

27 Aug 2038 Scottish and Southern None Energy plc

GBP350m

EMTN sr unsecured

Call Tax call. Negative pledge Negative pledge covers relevant indebtedness of the issuer and any relevant subsidiaries which includes notes, bonds, debentures, debenture stock, loan stock or other securities, whether issued for cash or, in whole or in part, for a consideration other than cash, and which, with the agreement of the person issuing the same, are quoted, listed or ordinarily dealt in on any stock exchange or recognised over-the-counter or other securities market. Excludes debt which has an initial maturity of 20 years or more, and an aggregate amount outstanding at any time not exceeding the greater of GBP250m and 20% of capital and reserves, as well as project finance indebtedness. Put Put at par following a change of control and followed by a rating downgrade or negative rating event by Moody’s or S&P during the period commencing on the relevant announcement date and ending 90 days after the change of control. A change of control is defined by interest in more than 50% of the issued or allotted ordinary share capital of the issuer or shares in the capital of the issuer carrying more than 50% of the voting rights normally exercisable at a general meeting of the issuer. A rating downgrade is defined as a downgrade of the guarantor’s credit rating to noninvestment grade or, if already at non-investment grade, a downgrade of one full rating notch (eg BB+ to BB by S&P) or when no credit rating is assigned (other than temporarily). A negative rating event shall be deemed to have occurred if no rating has been assigned and the issuer does not seek to obtain a rating or if it is not at least of investment grade by the end of the CoC period. Covenants None Other Events of default includes cross acceleration of the issuer and principal subsidiaries on obligations exceeding GBP20m. Principal Subsidiaries are defined as any relevant subsidiary or any subsidiary of the issuer that represents 20% or more of the consolidated profits on ordinary activities or net assets of the issuer, as calculated by reference to the latest audited consolidated financial statements of the issuer and of such subsidiary. Source: Company data, HSBC

473

abc


SSE Bond Coupon

Maturity

Issuer

5.875%

22 Sep 2022 Scottish & Southern Energy

Guarantor

Out amt

Type

None

GBP300m

Senior unsecured

Call (i) 6% clean-up call if principal outstanding less than GBP15m; (ii) spens call – reference UKT 8% 2021 or (iii) tax call. Negative pledge Negative pledge covers relevant indebtedness of the issuer and any wholly owned subsidiary, which includes bonds, notes, debentures, debenture stock, loan stock, or other securities which are quoted, listed or ordinarily dealt on any stock exchange or over-the-counter or other securities market. Excludes debt that has initial maturity of 22 September 2022 or later and an aggregate amount not exceeding the greater of GBP250m and 20% of capital and reserves, as well as project finance indebtedness. Put A put event occurs when there is a restructuring event and either a rating downgrade or negative rating event, and the event is deemed to be materially prejudicial to bondholders. A restructuring event is defined as the loss or modification of licence, the loss or modification of the pooling and settlement agreement, or a change in legislation removing the Secretary of State for Trade and Industry from duties. Covenants None Other Events of default include cross-default of the issuer or any principal subsidiary for obligations exceeding the greater of GBP20m and 2% of capital and reserves. A principal subsidiary is a subsidiary of the guarantor whose profits on ordinary activities before tax or net assets represent 20% or more of the consolidated profits on ordinary activities before tax or consolidated net assets, in the latest audited financial statements. Source: Company data, HSBC

474

abc


SSE Bond Coupon

Maturity

Issuer

Guarantor

5.5%

07 Jun 2032 Southern Electric None Power Distribution Plc

Out amt

Type

GBP350m

Senior unsecured

Call (i) 6% clean-up call if principal outstanding less than GBP15m; (ii) Spens call – reference UKT 4.25% 2032; or (iii) tax call. Negative pledge Negative pledge covers relevant indebtedness of the issuer and any wholly owned subsidiary, which includes bonds, notes, debentures, debenture stock, loan stock, or other securities which are quoted, listed or ordinarily dealt on any stock exchange or over-the-counter or other securities market. Excludes debt that has initial maturity of 7 June 2032 or later and an aggregate amount not exceeding the greater of GBP250m and 20% of capital and reserves, as well as project finance indebtedness. Put A put event occurs when there is a restructuring event and either a rating downgrade or negative rating event, and the event is deemed to be materially prejudicial to bondholders. A restructuring event is defined as the loss or modification of the distribution licence, the loss or modification of the balancing and settlement code, or a change in legislation removing the Secretary of State for Trade and Industry from duties. Covenants None Other Events of default include cross default of Issuer or any principal subsidiary for obligations exceeding the greater of GBP20m and 2% of capital and reserves. A principal subsidiary is a subsidiary of the guarantor whose profits on ordinary activities before tax or net assets represent 20% or more of the consolidated profits on ordinary activities before tax or consolidated net assets, in the latest audited financial statements. Source: Company data, HSBC

475

abc


SSE Bond Coupon

Maturity

Issuer

FRN

20 Oct 2056 Scottish HydroElectric PD plc

Guarantor

Out amt

Type

None

GBP100m

Senior unsecured

Call Tax call, Indexation call. Negative pledge Negative pledge covers relevant indebtedness of the issuer and any wholly owned subsidiary, which includes bonds, notes, debentures, debenture stock, loan stock, or other securities which are quoted, listed or ordinarily dealt on any stock exchange or over-the-counter or other securities market. Excludes debt that has initial maturity of 20 October 2056 or later and an aggregate amount not exceeding of the greater of GBP100m and 20% of capital and reserves, as well as project finance indebtedness. Put A put event occurs when there is a restructuring event and either a rating downgrade or negative rating event, and the event is deemed to be materially prejudicial to bondholders. A restructuring event is defined as the loss or modification of the distribution licence, the loss or modification of the balancing and settlement code, or a change in legislation removing the Secretary of State for Trade and Industry from duties. Covenants None Other Events of default include cross-default of the issuer or any principal subsidiary for obligations exceeding the greater of GBP20m and 2% of capital and reserves. A principal subsidiary is a subsidiary of the guarantor whose profits on ordinary activities before tax or net assets represent 20% or more of the consolidated profits on ordinary activities before tax or consolidated net assets, in the latest audited financial statements. Source: Company data, HSBC

476

abc


SSE Bond Coupon

Maturity

Issuer

Guarantor

4.625%

20 Feb 2037 Southern Electric None Power Distribution Plc

Out amt

Type

GBP325m

Senior unsecured

Call Spens call – reference UKT4.25% 2036 Negative pledge Negative pledge covers relevant indebtedness of the issuer and any relevant subsidiaries. Relevant indebtedness is defined as bonds, notes, debentures, debenture stock, loan stock, or other securities which are quoted, listed or ordinarily dealt on any stock exchange or over-the-counter or other securities market. Excludes debt that has initial maturity falling after 20 February 2037 or later and an aggregate amount not exceeding of the greater of GBP250m and 20% of capital and reserves, as well as project finance indebtedness. Relevant subsidiaries are defined as wholly owned subsidiaries and guarantors or primary obligors under the restructuring event definition. Put Put at par plus accrued interest in case of a put event. A put event occurs when there is a restructuring event and either a rating downgrade or negative rating event, or the restructuring event is deemed to be materially prejudicial to bondholders. A restructuring event is defined as the loss or modification of the distribution licence, the loss or modification of the balancing and settlement code, or a change in legislation removing the Secretary of State for Trade and Industry from duties. Covenants None Other Events of default include cross default of issuer or any principal subsidiary for obligations exceeding the greater of GBP20m and 2% of capital and reserves. A principal subsidiary is any relevant subsidiary and subsidiaries of the issuer whose profits on ordinary activities before tax or net assets represent 20% or more of the consolidated profits on ordinary activities before tax or consolidated net assets, in the latest audited financial statements. Source: Company data, HSBC

477

abc


SSE Bond Coupon

Maturity

5%

Issuer

Guarantor

Out amt

Type

01 Oct 2018 Scottish and Southern None Energy plc

GBP500m

EMTN sr unsecured

5.125%

02 Nov 2018 Southern Gas Networks plc

None

GBP300m

EMTN sr unsecured

FRN

02 Nov 2039 Scotland Gas Networks plc

None

GBP125m

EMTN sr unsecured

Call Tax call. Negative pledge Negative pledge covers relevant indebtedness of the issuer and any relevant subsidiaries which includes notes, bonds, debentures, debenture stock, loan stock or other securities, whether issued for cash or, in whole or in part, for a consideration other than cash, and which, with the agreement of the person issuing the same, are quoted, listed or ordinarily dealt in on any stock exchange or recognised over-the-counter or other securities market. Excludes debt which has an initial maturity of 20 years or more and an aggregate amount outstanding at any time not exceeding the greater of GBP250m and 20% of capital and reserves, as well as project finance indebtedness. Put Put at par following a change of control and followed by a rating downgrade or negative rating event by Moody’s or S&P during the period commencing on the relevant announcement date and ending 90 days after the change of control. A change of control is defined by interest in more than 50% of the issued or allotted ordinary share capital of the issuer or shares in the capital of the issuer carrying more than 50% of the voting rights normally exercisable at a general meeting of the issuer. A rating downgrade is defined as a downgrade of the guarantor’s credit rating to noninvestment grade or, if already at non-investment grade, a downgrade of one full rating notch (eg BB+ to BB by S&P) or when no credit rating is assigned (other than temporarily). A negative rating event shall be deemed to have occurred if no rating has been assigned and the issuer does not seek to obtain a rating or if it is not at least of investment grade by the end of the CoC period. Covenants None Other Events of default include cross-acceleration of issuer and principal subsidiaries on obligations exceeding GBP20m. Principal subsidiaries are defined as any relevant subsidiary or any subsidiary of the issuer that represents 20% or more of the consolidated profits on ordinary activities or net assets of the issuer, as calculated by reference to the latest audited consolidated financial statements of the issuer and of such subsidiary. Source: Company data, HSBC

478

abc


Statkraft Bond Coupon

Maturity

FRN

Issuer

Guarantor

Out amt

Type

22 Mar 2013 Statkraft A/S

None

EUR300m

Senior unsecured

5.5%

02 Apr 2015 Statkraft A/S

None

EUR500m

EMTN sr unsecured

4.625%

22 Sep 2017 Statkraft A/S

None

EUR600m

Senior unsecured

6.625%

02 Apr 2019 Statkraft A/S

None

EUR500m

EMTN sr unsecured

Call Tax call/clean-up call (see put provision). Negative pledge Negative pledge covers the public debt of the issuer and excludes the interest in the power generation assets coowned by municipalities. Put Put at par plus accrued interest following a change of control and followed by a rating downgrade or negative rating event by Moody’s or S&P. The change of control period starts with the earlier of: (a) the date of the relevant change of control; and (b) the date of the earliest relevant potential change of control announcement (if any) and ending 180 days after the public announcement of the change of control having occurred. A change of control is defined as control in more than 50% of the issued share capital of the issuer or where the Kingdom of Norway controls (directly or indirectly) less than 50.1% of the issued share capital of the issuer. A rating downgrade is defined as a downgrade of the guarantor’s credit rating to non-investment grade or if already at non-investment grade, a downgrade of one full rating notch (eg BB+ to BB by S&P) or when no credit rating is assigned. A negative rating event shall be deemed to have occurred if no rating has been assigned and the issuer does not seek to obtain a rating or if it is not at least of investment grade by the end of the CoC period. The issuer has a clean-up call if more than 95% of the bonds have been tendered following the activation of the clause. Covenants None Other Event of default covers the debt of the issuer and its principal subsidiaries, subject to a USD30m carve-out. Material change in business – ie the issuer ceases, or threatens to cease, to carry on the whole or substantially the whole of its business. A principal subsidiary is a subsidiary that accounts for 10% of consolidated gross operating revenues or consolidated total assets by reference to the latest audited accounts. A report by two authorised signatories of the issuer stating that, in their opinion, a subsidiary is or is not a principal subsidiary is binding on all parties subject to the agreement of the trustee. Source: Company data, HSBC

479

abc


TenneT Bond Coupon

Maturity

3.25% 4.5%

Issuer

Guarantor

Out amt

Type

09 Feb 2015 TenneT Holding BV

None

EUR500m

EMTN sr unsecured

09 Feb 2022 TenneT Holding BV

None

EUR500m

EMTN sr unsecured

Call Tax call. Negative pledge Negative pledge covers relevant indebtedness of the issuer and its material subsidiaries, which include bonds, notes, debentures or other securities, which for the time being are, are intended to be or are capable of being quoted, listed or dealt in or traded on any stock exchange or OTC or other securities market. Put None Covenants None Other Events of default cover debt of the issuer and its material subsidiaries. A cross-default provision is also applicable to senior notes with amounts of no less than EUR50m (or equivalent in other currencies). A material subsidiary is defined as any subsidiary which represents no less than 25% of total turnover of the issuer and its subsidiaries taken as a whole. Source: Company data, HSBC

480

abc


TVO Bond Coupon

Maturity

Issuer

6%

27 Jun 2016 Teollisuuden Voima Oy – TVO

Guarantor

Out amt

Type

None

EUR750m

EMTN sr unsecured

Call Tax call. Negative pledge Negative pledge covers relevant indebtedness of the issuer and its respective subsidiaries, which includes bonds, notes, debentures, debenture stock, loan stock or other securities that are quoted, listed, dealt in or traded on a stock exchange or over-the-counter, or other recognised securities market. This excludes any permitted security interest, which includes any security interest granted that secures project finance indebtedness only. Put None Covenants None Other Event of default include a cross-default of the issuer and its material subsidiaries on obligations exceeding EUR50m. A material subsidiary is any subsidiary of the issuer which represents at least 5% of the total consolidated assets of the issuer. A report by the auditors to the issuer stating that, in their opinion, a subsidiary is or is not at any particular time a material subsidiary shall be conclusive and binding on all parties. Source: Company data, HSBC

481

abc


Terna Bond Coupon

Maturity

4.25%

Issuer

Guarantor

Out amt

Type

28 Oct 2014 Terna – Rete Elettrica None Nazionale SpA

EUR600m

Senior unsecured

4.875%


EUR600m

EMTN sr unsecured

FRN

15 Sep 2023 Terna – Rete Elettrica None Nazionale SpA

EUR500m

EMTN sr unsecured

4.9%


EUR800m

Senior unsecured

Call Tax call. Negative pledge Negative pledge covers the Indebtedness of the issuer and material subsidiaries but excludes permitted encumbrances. Indebtedness means bonds, notes, debentures, or other securities which are, or are intended to be, quoted, listed or ordinarily dealt in on any stock exchange, OTC or regulated securities market. Permitted encumbrances include security over the group’s assets arising by law or existing at the time of issuance as well as project finance indebtedness. They also include limited-recourse financing and securitisation subject to a limit of EUR400m or 10% of the group’s net worth, whichever is greater. A material subsidiary is defined as a subsidiary whose total assets represent at least 10% of consolidated total assets by reference to the latest audited accounts. A report by two directors stating that a subsidiary is or is not a material subsidiary is conclusive and binding on all parties. Put None Covenants None Other Events of default include a cross-default of the issuer or any principal subsidiary with a EUR20m carve-out. It is an event of default if the issuer is dissolved or ceases, or threatens to cease, to carry out substantially all of its business operations or disposes substantially all of its assets. Source: Company data, HSBC

482

abc


Tokyo Electric Power Bond Coupon

Maturity

Issuer

Guarantor

4.5%

24 Mar 2014 Tokyo Electric Power None Corp

Out amt

Type

EUR1000m

Senior secured

Call Tax call/ Negative pledge Negative pledge covers the indebtedness of the issuer, defined as bonds, notes, debentures and other securities that are, or are intended to be, listed, quoted and dealt on an exchange or securities market outside Japan. Must have maturity of >1 year from issue and more than 50% of principal must be initially offered outside Japan. Put None Covenants None Other Events of default include cross-default of issuer for obligations exceeding the USD10m, with no reference to subsidiaries. Source: Company data, HSBC

483

abc


Vattenfall Bond Coupon

Maturity

4.125%

Issuer

Guarantor

Out amt

Type

18 Mar 2013 Vattenfall Treasury AB Vattenfall AB

EUR500m

EMTN sr unsecured

5.75%

05 Dec 2013 Vattenfall Treasury AB Vattenfall AB

EUR850m

EMTN sr unsecured

4.25%

19 May 2014 Vattenfall Treasury AB Vattenfall AB

EUR1350m

EMTN sr unsecured

5.25%


EUR1100m

EMTN sr unsecured

6.75%

31 Jan 2019 Vattenfall Treasury AB Vattenfall AB

EUR650m

EMTN sr unsecured

6.125%

16 Dec 2019 Vattenfall Treasury AB Vattenfall AB

GBP350m

EMTN sr unsecured

6.25%


EUR1100m

EMTN sr unsecured

6.875%

15 Apr 2039 Vattenfall Treasury AB/ Vattenfall AB

GBP1000m

EMTN sr unsecured

Vattenfall AB

Call Tax call. Negative pledge Negative pledge covers securities of the issuer and the parent, which includes bonds, debentures, notes or other securities which are or are to be quoted, listed, or traded on any stock exchange, over-the-counter or other securities market. Put None Covenants None Other Events of default include cross-default of issuer, parent or any principal subsidiary for obligations exceeding USD50m. A principal subsidiary is defined as a subsidiary of the parent whose total profits before tax and extraordinary items, or total tangible assets, represent 10% of more of the consolidated total profits before tax and extraordinary items or consolidated total tangible assets. Source: Company data, HSBC

484

abc


Vattenfall Bond Coupon

Maturity

5% 5.375%

Issuer

Guarantor

Out amt

Type

18 Jun 2018 Vattenfall Treasury AB Vattenfall AB

EUR500m

EMTN sr unsecured

29 Apr 2024 Vattenfall Treasury AB Vattenfall AB

EUR500m

EMTN sr unsecured

Call Tax call. Negative pledge Negative pledge covers securities of the issuer and the parent, which includes bonds, debentures, notes or other securities which are or are to be quoted, listed, or traded on any stock exchange, over-the-counter or other securities market. Put None Covenants None Other Events of default include cross default of issuer, parent or any principal subsidiary for obligations exceeding USD10m. A principal subsidiary is defined as a subsidiary whose total profits before tax and extraordinary items or total tangible assets represent 10% or more of the consolidated total profits before tax and extraordinary items or consolidated total tangible assets. Source: Company data, HSBC

485

abc


Verbund Bond Coupon

Maturity

Issuer

Guarantor

Out amt

4.75%

17 Apr 2015 Verbund-International Österreichische EUR500m Finance B.V. ElektrizitätswirtschaftsAG

EMTN sr unsecured

4.75%

16 Jul 2019

EMTN sr unsecured

Verbund International Österreichische EUR840m Finance BV ElektrizitätswirtschaftsAG

Type

Call Tax call. Negative pledge Yes, but excludes bank debt and covers capital market indebtedness. Capital market indebtedness is defined as obligation for the repayment of money in the form of bonds, notes, or any other similar securities that are or intended to be quoted, listed or traded on any stock exchange or OTC market. This also includes money borrowed, liabilities in respect of leases or hire purchase contracts and amounts raised under any other transaction having the commercial effect of a borrowing in excess of EUR25m. Put Put at par following a change of control and followed by a rating downgrade by Moody’s, S&P or Fitch. The change of control period ends 120 days after the occurrence of the change of control. A change of control is any direct or indirect ownership or entitlement of more than 50% of the voting shares of the guarantor. A rating downgrade is defined as a downgrade of the guarantor’s credit rating to non-investment grade or, if already at non-investment grade, a downgrade of one full rating notch, or when no credit rating is assigned. Covenants None Other Events of default include cross-default of issuer and guarantor on indebtedness in excess of EUR25m. Source: Company data, HSBC

486

abc


WPD Bond Coupon

Maturity

5.875%

Issuer

Guarantor

Out amt

Type

25 Mar 2027 Western Power Distribution

None

GBP250m

Senior unsecured

FRN

01 Dec 2053 Western Power Distribution (South West) plc

None

GBP105m

Senior unsecured

FRN

01 Dec 2056 Western Power Distribution (South West) plc

None

GBP120m

Senior unsecured

Call Tax call, Indexation call (if index linked). Negative pledge Negative pledge covers: (i) bonds, notes, debentures, debenture stock, loan stock or other securities, which are or are capable of being quoted, listed or ordinarily dealt in on any stock exchange or recognised over-the-counter or other securities market; and (ii) monies borrowed or raised from, or any acceptance credit opened by, a bank, building society or other financial institution; and (iii) any leasing or hire purchase agreement which would be treated as a finance lease in the accounts of the relevant person. The pledge applies to debt issued by issuer and any distribution subsidiary, which is defined as a subsidiary of the issuer that holds a distribution licence. Put Put event occurs when there is a Restructuring event and a rating downgrade (investment grade to non-investment grade; if already non-investment grade, then one notch down) or negative rating event. A restructuring event is defined as loss or modification of distribution licence for the issuer and any distribution subsidiary or if legislation is enacted changing the powers of the Secretary of State for Trade and Industry and/or the Gas and Electricity Markets Authority. Covenants The issuer shall not at any time make a distribution to shareholders unless net debt at such time does not exceed 85% of the regulatory asset base relating to the year in which the relevant distribution or grant is first declared or made. Other Events of default include cross-default of Issuer or any principal subsidiary for obligations exceeding the greater of GBP20m and 2% of capital and reserves. A principal subsidiary is a subsidiary of the guarantor whose profits on ordinary activities before tax or net assets represent 20% or more of the consolidated profits on ordinary activities before tax or consolidated net assets, as calculated in the latest audited financial statements. Source: Company data, HSBC

487

abc


WPD Bond Coupon

Maturity

FRN

5.75%

Issuer

Guarantor

Out amt

Type

21 Dec 2037 Western Power Distribution (South Wales) plc

None

GBP225m

Senior unsecured

23 Mar 2040 Western Power Distribution (South Wales) plc

None

GBP200m

Senior unsecured

Call Tax call; 2037 bond: Spens call ref UKT 4.25% 2036; 2040 bond: Spens call ref UKT 4.75% 2038. Negative pledge Negative pledge covers: (i) bonds, notes, debentures, debenture stock, loan stock or other securities, which are or are capable of being quoted, listed or ordinarily dealt in on any stock exchange or recognised over-the-counter or other securities market; and (ii) monies borrowed or raised from, or any acceptance credit opened by a bank, building society or other financial institution; and (iii) any leasing or hire purchase agreement which would be treated as a finance lease in the accounts of the relevant person. The pledge applies to debt issued by issuer and any distribution subsidiary, which is defined as a subsidiary of the issuer that holds a distribution licence. Put Put event occurs when there is a restructuring event and a rating downgrade (investment grade to non-investment grade; if already non-investment grade, then one notch down) or negative rating event. A restructuring event is defined as loss or modification of distribution licence for the issuer and any distribution subsidiary or if legislation is enacted changing the powers of the Secretary of State for Trade and Industry and/or the Gas and Electricity Markets Authority. Covenants The issuer shall not at any time make a distribution to shareholders unless net debt at such time does not exceed 85% of the regulatory asset base relating to the year in which the relevant distribution or grant is first declared or made. Other Events of default include cross-default of Issuer or any principal subsidiary for obligations exceeding the greater of GBP20m and 2% of capital and reserves. A principal subsidiary is a subsidiary of the guarantor whose profits on ordinary activities before tax or net assets represent 20% or more of the consolidated profits on ordinary activities before tax or consolidated net assets, as calculated in the latest audited financial statements. Source: Company data, HSBC

488


abc

Gas

489

abc


Bord Gais Eireann Bond Coupon

Maturity

Issuer

16 Jun 2014 Bord Gais Eireann 5.75% Step Up (see “Other”)

Guarantor

Out amt

Type

None

EUR550m

EMTN sr unsecured

Call Callable ref – German government bonds 2.25% due April 2014 (OBL 154) and for taxation reasons. Negative pledge Covers relevant debt of the issuer and principal subsidiaries and excludes limited-recourse indebtedness and permitted securitisations. Relevant debt is defined as any present or future indebtedness in the form of, or represented by notes, bonds, debentures, loan stock, or other securities. Principal subsidiary is defined as a subsidiary of BGE whose net profits or net assets represent at least 10% of consolidated net profits or consolidated net assets in the latest audited accounts. Put Put at par with accrued interest in case of: (i) a change of control followed by a rating downgrade (Moody’s AND S&P downgrade to non IG) within the CoC period (starts with potential CoC announcement and ends 90 days after the CoC date or such period for which the bonds are under review by a rating agency provided that the review announcement has been made within 90 days of the CoC; in this case the CoC period is not to exceed 60 days following the review announcement); or (ii) a regulatory event occurs (enactment of law or regulation in Ireland making it unlawful for BGE to own regulated assets), a rating downgrade occurs within the regulatory event period (end 60 days from the regulatory event date ) and an independent financial advisor certifies to BGE and the trustee that the event is materially prejudicial to the interest of bondholders; or (iii) a permitted restructuring event credit event occurs or a permitted restructuring event risk occurs. These two events would happen should the asset and liabilities of BGE be transferred to an entity that would not become the principal debtor under the notes or not guarantee the notes as a result of an ownership unbundling or an ISO/TSO unbundling event. Covenants None Other Events of default include cross-default on issuer and principal subsidiaries on indebtedness in excess of EUR20m. Principal subsidiary is defined as a subsidiary of BGE whose net profits or net assets represent at least 10% of consolidated net profits or consolidated net assets in the latest audited accounts. Where a permitted restructuring event credit event or a permitted restructuring event risk occurs and the ratings are downgraded by one notch or more, the coupon steps up by 25bp per notch downgrade per agency (Moody’s and S&P) below A3/A- to and including BBB-/Baa3. Source: Company data, HSBC

490

abc


Centrica Bond Coupon

Maturity

Issuer

5.875%

02 Nov 2012 Centrica Plc

Guarantor

Out amt

Type

None

GBP400m

EMTN sr unsecured

Call Tax call. Negative pledge Negative pledge includes public debt with maturity of more than one year, issued by the issuer and any principal subsidiary. A principal subsidiary is defined as a subsidiary representing not less than 20% of consolidated total assets and consolidated turnover, as calculated by reference to the latest audited consolidated accounts. Put None Covenants None Other Events of default include cross default of issuer or any principal subsidiary for obligations exceeding GBP40m. A principal subsidiary is defined as a subsidiary representing not less than 20% of consolidated total assets and consolidated turnover, as calculated by reference to the latest audited consolidated accounts. Source: Company data, HSBC

491

abc



Maturity

Issuer

5.5%

24 Oct 2016 Centrica Plc

Guarantor

Out amt

Type

None

GBP300m

EMTN sr unsecured

Call Tax call. Negative pledge Negative pledge includes public debt with maturity of more than one year, issued by the issuer and any principal subsidiary. A principal subsidiary is defined as a subsidiary representing not less than 20% of consolidated total assets and consolidated turnover, as calculated by reference to the latest audited consolidated accounts. Put Put at par plus accrued interest if there is a change of control resulting in a downgrade of the notes to noninvestment grade within the change of control period by either of Moody’s or S&P (one notch if the notes are already non-investment grade). A change of control is defined as a person or a group of persons acquiring or owning directly or indirectly more than 50% of Centrica’s shares or voting rights. The change of control period starts on the day a potential change of control announcement is made and ends 90 days after the actual change of control. This can be extended by up to 60 days if the notes are still under consideration (review or CreditWatch) at the end of the change of control period. Covenants None Other Events of default include cross-default of issuer or any principal subsidiary for obligations exceeding GBP40m. A principal subsidiary is defined as a subsidiary representing not less than 20% of consolidated total assets and consolidated turnover, as calculated by reference to the latest audited consolidated accounts. Source: Company data, HSBC

492

abc



Maturity

Issuer

Guarantor

Out amt

Type

09 Dec 2013 Centrica plc 7.125% Step up (see “Other”)

None

EUR750m

EMTN sr unsecured

5.125% 10 Dec 2014 Centrica plc Step up (see “Other”)

None

GBP350m

EMTN sr unsecured

Call Tax call Negative pledge Covers relevant indebtedness of the issuer and any of its principal subsidiaries. Relevant indebtedness is defined as any notes, bonds or other debt securities having an original maturity of more than one year which are, for the time being, listed or traded on a stock exchange or other recognised securities market. Put Put at par in the occurrence of a put event. A put event occurs when there is a change of control followed by a rating downgrade or negative rating event by Moody’s or S&P within the change of control period (defined as from the relevant announcement date and ending 90 days after the change of control date). The relevant announcement date is defined as any public announcement by the issuer, any bidder or adviser relating to any potential change of control, provided a change of control occurs within 180 days of such an announcement. A change of control is defined as the acquisition (indirectly or directly) of more than 50% of the issued/allotted ordinary share capital or the total voting rights of the issuer. A rating downgrade is defined as a downgrade to non-investment grade, or, if already below investment grade, a further downgrade of one or more notches, or a withdrawal of the rating. Covenants None Other Events of default include cross-default of issuer or any principal subsidiary for indebtedness exceeding GBP40m. A principal subsidiary is defined as any subsidiary of the issuer whose total assets or external turnover constitute more than 20% of the consolidated total assets or turnover of the issuer. A step-up coupon event occurs when any member of the issuer’s group acquires, directly or indirectly, 10% or more of the equity share capital or gross assets of British Energy Group plc. Only in this case does the coupon step up as follows: Coupon steps up by 25bp if rating is downgraded to BBB+/Baa1, 50bp if downgraded to BBB/Baa2 or 75bp if downgraded to BBB-/Baa3 or worse or if no rating is assigned. It steps down to the initial interest rate if upgraded back to A-/A3 or better. Source: Company data, HSBC

493

abc



Maturity

Issuer

Guarantor

Out amt

Type

19 Sep 2018 Centrica plc 7% Step Up (see “Other”)

None

GBP400m

EMTN sr unsecured

6.375% 10 Mar 2022 Centrica plc Step Up (see “Other”)

None

GBP500m

EMTN sr unsecured

Call Tax call. Negative pledge Covers relevant indebtedness of the issuer and any of its principal subsidiaries. Relevant indebtedness is defined as any notes, bonds or other debt securities having an original maturity of more than one year which are, for the time being, listed or traded on a stock exchange or other recognised securities market. Put Put at par in the occurrence of a put event. A put event occurs when there is a change of control followed by a rating downgrade or negative rating event by Moody’s or S&P within the change of control period (defined as from the relevant announcement date and ending 90 days after the change of control date). The relevant announcement date is defined as any public announcement by the issuer, any bidder or adviser relating to any potential change of control, provided a change of control occurs within 180 days of such an announcement. A change of control is defined as the acquisition (indirectly or directly) of more than 50% of the issued/allotted ordinary share capital or the total voting rights of the issuer. A rating downgrade is defined as a downgrade to non-investment grade, or, if already below investment grade, a further downgrade of one or more notches, or a withdrawal of the rating. Covenants None Other Events of default include cross-default of issuer or any principal subsidiary for indebtedness exceeding GBP40m. A principal subsidiary is defined as any subsidiary of the issuer whose total assets or external turnover constitute more than 20% of the consolidated total assets or turnover of the issuer. A step-up coupon event occurs when any member of the issuer’s group acquires, directly or indirectly, 10% or more of the equity share capital or gross assets of British Energy Group plc. Only in this case does the coupon step up as follows: Coupon steps up by 25bp if rating is downgraded to BBB+/Baa1, 50bp if downgraded to BBB/Baa2 or 75bp if downgraded to BBB-/Baa3 or worse, or if no rating is assigned. It steps down to the initial interest rate if upgraded back to A-/A3 or better. Source: Company data, HSBC

494

abc



Maturity

Issuer

19 Sep 2033 Centrica plc 7% Step Up (see “Other”)

Guarantor

Out amt

Type

None

GBP770m

EMTN sr unsecured

Call Tax call. Negative pledge Covers relevant indebtedness of the issuer and any of its principal subsidiaries. Relevant indebtedness is defined as any notes, bonds or other debt securities having an original maturity of more than one year which are, for the time being, listed or traded on a stock exchange or other recognised securities market. Put Put at par in the occurrence of a put event. A put event occurs when there is a change of control followed by a Rating downgrade or negative rating event by Moody’s or S&P within the change of control period (defined as from the relevant announcement date and ending 90 days after the change of control date). The relevant announcement date is defined as any public announcement by the issuer, any bidder or adviser relating to any potential change of control provided a change of control occurs within 180 days of such an announcement. A change of control is defined as the acquisition (indirectly or directly) of more than 50% of the issued/allotted ordinary share capital or the total voting rights of the issuer. A rating downgrade is defined as a downgrade to non-investment grade, or, if already below investment grade, a further downgrade of one or more notches, or a withdrawal of the rating. Covenants None Other Events of default include cross-default of issuer or any principal subsidiary for indebtedness exceeding GBP40m. A principal subsidiary is defined as any subsidiary of the issuer whose total assets or external turnover constitute more than 20% of the consolidated total assets or turnover of the issuer. A step-up coupon event occurs when any member of the issuer’s group acquires, directly or indirectly, 10% or more of the equity share capital or gross assets of British Energy Group plc. Only in this case does the coupon step up as follows: Coupon steps up by 25bp if rating is downgraded to BBB+/Baa1, 50bp if downgraded to BBB/Baa2 or 75bp if downgraded to BBB-/Baa3 or worse or if no rating is assigned. It steps down to the initial interest rate if upgraded back to A-/A3 or better. Source: Company data, HSBC

495

abc


Enagas Bond Coupon

Maturity

Issuer

Guarantor

Out amt

Type

3.25%

06 Jul 2012

Enagas SA

None

EUR500m

Senior unsecured

4.375%

06 Jul 2015

Enagas SA

None

EUR500m

Senior unsecured

Call None Negative pledge Negative pledge covers the relevant indebtedness of the issuer. The definition excludes permitted encumbrances (including secured debt existing on 22 June 2009). Relevant indebtedness includes bonds, notes and instruments listed or capable of being listed on an exchange or exchanged over the counter. Put None Covenants None Other Events of default covers default by the issuer subject to a EUR25m carve-out. Source: Company data, HSBC

496

abc


Gas Natural Bond Coupon

Maturity

3.125% 5.25%

Issuer

Guarantor

Out amt

Type

02 Nov 2012 Gas Natural Capital Markets SA

Gas Natural SDG SA

EUR500m

EMTN sr unsecured

09 Jul 2014

Gas Natural SDG, S.A. EUR2000m

Gas Natural Capital Markets SA

EMTN sr unsecured

Call Tax call. Negative pledge Negative pledge covers relevant indebtedness of the issuer, guarantor and subsidiaries, which includes bonds, notes, debentures, loan stock or other securities, which are, or are capable of being, quoted, listed, or ordinarily dealt with on any stock exchange. It notably excludes relevant indebtedness not exceeding EUR50m (in relation to the guarantor and its subsidiaries) and project finance debt. Put Put at par following a change of control that is followed by a rating downgrade by Moody’s, S&P or Fitch. The change of control period beginning on the earlier of: i) the date of the relevant CoC; or ii) the date of first relevant potential CoC announcement and ending 90 days after the occurrence of the change of control. A change of control is the acquisition or control, indirectly or directly, of >50% of the voting shares of the guarantor or the right to appoint/remove all or the majority of the members of the guarantor’s board of directors or other governing body. A rating downgrade is defined as a downgrade of the guarantor’s credit rating by at least two full notches or withdrawal by the requisite number of rating agencies. No CoC will be deemed to have occurred if the credit rating is still investment grade or if the rating agencies lowering or withdrawing the rating do not publicly announce or otherwise confirm in writing to the issuer that such reduction or withdrawal was the result of the applicable change of control. The requisite number of rating agencies shall mean: i) at least two rating agencies if, at the time of rating downgrade/withdrawal, three or more rating agencies have assigned a credit rating to the guarantor; or ii) at least one rating agency if fewer than three rating agencies have assigned a credit rating to the guarantor. Covenants None Other Events of default include cross-default of issuer, guarantor and their respective principal subsidiaries on obligations exceeding EUR50m. Principal subsidiaries are subsidiaries of the guarantor which represent at least 10% of the total assets, income before taxes or sales of the Gas Natural Group on a consolidated basis as referenced to the latest annual audited financial statements of the Gas Natural Group. Source: Company data, HSBC

497

abc



Maturity

3.375% 4.375%

Issuer

Guarantor

Out amt

Type

27 Jan 2015 Gas Natural Capital Markets SA

Gas Natural SDG SA

EUR650m

EMTN sr unsecured


Gas Natural SDG SA

EUR1000m

EMTN sr unsecured

Call Tax call. Negative pledge Negative pledge covers relevant indebtedness of the issuer, guarantor and subsidiaries, which includes bonds, notes, debentures, loan stock or other securities, which are, or are capable of being, quoted, listed, or ordinarily dealt with on any stock exchange. It notably excludes relevant indebtedness not exceeding EUR50m (in relation to the guarantor and its subsidiaries) and project finance debt. Put Put at par following a change of control and followed by a rating downgrade by Moody’s, S&P or Fitch. The change of control period beginning on the earlier of: i) the date of the relevant CoC; or ii) the date of first relevant potential CoC announcement and ending 90 days after the occurrence of the change of control. A change of control is the acquisition or control, indirectly or directly, of >50% of the voting shares of the guarantor or the right to appoint/remove all or the majority of the members of the guarantor’s board of directors or other governing body. A rating downgrade is defined as a downgrade of the guarantor’s credit rating by at least two full notches or withdrawal by the requisite number of rating agencies. No CoC will be deemed to have occurred if the credit rating is still investment grade or if the rating agencies lowering or withdrawing the rating do not publicly announce or otherwise confirm in writing to the issuer that such reduction or withdrawal was the result of the applicable change of control. The requisite number of rating agencies shall mean: i) at least two rating agencies if, at the time of rating downgrade/withdrawal, three or more rating agencies have assigned a credit rating to the guarantor; or ii) at least one rating agency if fewer than three rating agencies have assigned a credit rating to the guarantor. Covenants None Other Events of default include cross-default of issuer, guarantor and their respective principal subsidiaries on obligations exceeding EUR50m. Principal subsidiaries are subsidiaries of the guarantor which represent at least 10% of the total assets, income before taxes or sales of the Gas Natural Group on a consolidated basis as referenced to the latest annual audited financial statements of the Gas Natural Group. Source: Company data, HSBC

498

abc



Maturity

4.125% 6.375%

Issuer

Guarantor

Out amt

Type


Gas Natural SDG SA

EUR700m

EMTN sr unsecured

09 Jul 2019

Gas Natural SDG SA

EUR500m

EMTN sr unsecured

Gas Natural Capital Markets SA

Call Tax call. Negative pledge Negative pledge covers relevant indebtedness of the issuer, guarantor and subsidiaries, which includes bonds, notes, debentures, loan stock or other securities, which are, or are capable of being, quoted, listed, or ordinarily dealt with on any stock exchange. It notably excludes relevant indebtedness not exceeding EUR50m (in relation to the guarantor and its subsidiaries) and project finance debt. Put Put at par following a change of control and followed by a rating downgrade by Moody’s, S&P or Fitch. The change of control period beginning on the earlier of: i) the date of the relevant CoC; or ii) the date of first relevant potential CoC announcement and ending 90 days after the occurrence of the change of control. A change of control is the acquisition or control, indirectly or directly, of >50% of the voting shares of the guarantor or the right to appoint/remove all or the majority of the members of the guarantor’s board of directors or other governing body. A rating downgrade is defined as a downgrade of the guarantor’s credit rating by at least two full notches or withdrawal by the requisite number of rating agencies. No CoC will be deemed to have occurred if the credit rating is still investment grade or if the rating agencies lowering or withdrawing the rating do not publicly announce or otherwise confirm in writing to the issuer that such reduction or withdrawal was the result of the applicable change of control. The requisite number of rating agencies shall mean: i) at least two rating agencies if, at the time of rating downgrade/withdrawal, three or more rating agencies have assigned a credit rating to the guarantor; or ii) at least one rating agency if fewer than three rating agencies have assigned a credit rating to the guarantor. Covenants None Other Events of default include cross-default of issuer, guarantor and their respective principal subsidiaries on obligations exceeding EUR50m. Principal subsidiaries are subsidiaries of the guarantor which represent at least 10% of the total assets, income before taxes or sales of the Gas Natural Group on a consolidated basis as referenced to the latest annual audited financial statements of the Gas Natural Group. Source: Company data, HSBC

499

abc



Maturity

4.5% 5.125%

Issuer

Guarantor

Out amt

Type


Gas Natural SDG SA

EUR850m

EMTN sr unsecured


Gas Natural SDG SA

EUR750m

EMTN sr unsecured

Call Tax call. Negative pledge Negative pledge covers relevant indebtedness of the issuer, guarantor and subsidiaries, which includes bonds, notes, debentures, loan stock or other securities, which are, or are capable of being, quoted, listed, or ordinarily dealt with on any stock exchange. It notably excludes relevant indebtedness not exceeding EUR50m (in relation to the Guarantor and its subsidiaries) and project finance debt. Put Put at par following a change of control and followed by a rating downgrade by Moody’s, S&P or Fitch. The change of control period beginning on the earlier of: i) the date of the relevant CoC; or ii) the date of first relevant potential CoC announcement and ending 90 days after the occurrence of the change of control. A change of control is the acquisition or control, indirectly or directly, of >50% of the voting shares of the guarantor or the right to appoint/remove all or the majority of the members of the guarantor’s board of directors or other governing body. A rating downgrade is defined as a downgrade of the guarantor’s credit rating by at least two full notches or withdrawal by the requisite number of rating agencies. No CoC will be deemed to have occurred if the credit rating is still investment grade or if the rating agencies lowering or withdrawing the rating do not publicly announce or otherwise confirm in writing to the issuer that such reduction or withdrawal was the result of the applicable change of control. The requisite number of rating agencies shall mean: i) at least two rating agencies if, at the time of rating downgrade/withdrawal, three or more rating agencies have assigned a credit rating to the guarantor; or ii) at least one rating agency if fewer than three rating agencies have assigned a credit rating to the guarantor. Covenants None Other Events of default include cross-default of issuer, guarantor and their respective principal subsidiaries on obligations exceeding EUR50m. Principal subsidiaries are subsidiaries of the guarantor which represent at least 10% of the total assets, income before taxes or sales of the Gas Natural Group on a consolidated basis as referenced to the latest annual audited financial statements of the Gas Natural Group. Source: Company data, HSBC

500

abc


GDF Suez Bond Coupon

Maturity

FRN

Issuer

Guarantor

Out amt

Type

03 May 2011 Belgelec Finance SA GIE Suez Alliance

EUR400m

Senior unsecured

5.5%

26 Nov 2012 GIE Suez Alliance

None

EUR300m

EMTN sr unsecured

5.125%

24 Jun 2015 Belgelec Finance SA None

EUR750m

Senior unsecured B notes

5.75%

24 Jun 2023 GIE Suez Alliance

EUR1000m

Senior unsecured C notes

None

Call Tax call. Negative pledge Negative pledge covers the issuer, GIE Suez Alliance or the Members in respect of bonds, notes or debt securities which are or capable of being quoted, listed or ordinarily dealt with on any stock exchange. This excludes indebtedness used in: i) the purchase of an asset and such security is provided over or in respect of such asset; or ii) the refinancing of any indebtedness incurred for the purpose of (i), provided that the security is provided over or in respect of the same asset. Put None Covenants None Other Events of default include cross-default of indebtedness exceeding EUR10m in the case of the issuer and EUR50m in the case of the guarantor or any of its members. Source: Company data, HSBC

501

abc



Maturity

4.375%

Issuer

Guarantor

Out amt

Type

16 Jan 2012 GDF Suez SA

None

EUR1750m

EMTN sr unsecured

6.25%


None

EUR1400m

EMTN sr unsecured

5%

23 Feb 2015 GDF Suez SA

None

EUR750m

EMTN sr unsecured

5.625%


None

EUR1500m

EMTN sr unsecured

Call Tax call. Negative pledge Negative pledge covers bonds, notes or debt securities, which are or capable of being, quoted, listed, or ordinarily dealt with on any stock exchange, without granting the same ranking security to the notes. This is excluding securities with an initial maturity of less than a year. Put None Covenants None Other Events of default include cross-default of issuer on obligations exceeding EUR100m. Source: Company data, HSBC

502

abc



Maturity

6.875%

Issuer

Guarantor

Out amt

Type


None

EUR1200m

EMTN sr unsecured

6.375%


None

EUR1000m

EMTN sr unsecured

6.125%


None

GBP700m

EMTN sr unsecured

7%

30 Oct 2028 GDF Suez SA

None

GBP500m

EMTN sr unsecured

Call Tax call. Negative pledge Negative pledge covers bonds, notes or debt securities, which are or capable of being, quoted, listed, or ordinarily dealt with on any stock exchange, without granting the same ranking security to the notes. This is excluding securities with an initial maturity of less than a year. Put None Covenants None Other Events of default include cross-default of issuer on obligations exceeding EUR100m. Source: Company data, HSBC

503

abc



Maturity

4.75% 5.125%

Issuer

Guarantor

Out amt

Type


None

EUR1250m

EMTN sr unsecured


None

EUR750m

EMTN sr unsecured

Call Tax call. Negative pledge Negative pledge covers indebtedness issued by the issuer or its principal subsidiaries. Indebtedness means borrowed money in the form of bonds, notes, debentures, which are or are capable of being quoted, listed or traded on any stock exchange, or over the counter or other securities market. The negative pledge does not cover loan or credit facility agreements. For the purpose of that definition, a principal subsidiary is more than 50% owned or controlled by the issuer and accounts for more than 10% of annual consolidated turnover or consolidated operating income before tax based on the latest annual audited consolidated financial statements. Put None Covenants None Other Events of default covers the issuer and principal subsidiaries subject to a carve-out of EUR75m. The cross-default includes public debt loan agreements and credit facility arrangements. A principal subsidiary is more than 50% owned or controlled by the issuer and accounts for more than 10% of annual consolidated turnover or consolidated operating income before tax, based on the latest annual audited consolidated financial statements Source: Company data, HSBC

504

abc



Maturity

Issuer

4.75%

10 Apr 2015 Electrabel

Guarantor

Out amt

Type

GIE Suez Alliance

EUR600m

EMTN sr unsecured

Call Tax call. Negative pledge Negative pledge covers the issuer, GIE Suez Alliance or the members in respect of bonds, notes or debt securities which are or capable of being quoted, listed or ordinarily dealt with on any stock exchange. This excludes indebtedness of Electrabel, GIE Suez Alliance, Suez Environnement, Ondeo, Sita France, Suez Energie Services, Lyonnaise des Eaux France, Tractebel or any future members of GIE Suez Alliance that is used in: i) the purchase of an asset and such security is provided over or in respect of such asset; or ii) the refinancing of any indebtedness incurred for the purpose of (i), provided that the security is provided over or in respect of the same asset. Put None Covenants None Other Events of default include cross-default of issuer and guarantor on obligations exceeding EUR100m. Source: Company data, HSBC

505

abc


Nederlandse Gasunie Bond Coupon

Maturity

6% 5.125%

Issuer

Guarantor

Out amt

Type

30 Oct 2013 N.V. Nederlandse Gasunie

None

EUR1400m

EMTN sr unsecured

31 Mar 2017 N.V. Nederlandse Gasunie

None

EUR750m

EMTN sr unsecured

Call Tax call. Negative pledge Negative pledge covers public debt. Public debt is defined as any bond, note, debenture, or similar instrument that is, or is capable of being, listed, quoted or traded on any stock exchange or in any securities market and OTC market. Put None Covenants None Other No cross-default provision. Source: Company data, HSBC

506

abc


Northern Gas Networks Ltd Bond Coupon

Maturity

Issuer

Guarantor

Out amt

5.625%

23 Mar 2040 Northern Gas Northern Gas Networks GBP200m Networks Finance plc Ltd


Call Tax call; issuer call in whole or in part of at least GBP5m, at the higher of par or the price at which the gross redemption yield on the bonds would be equal to the one of the UKT4.75 2038 (or if such stock is no longer available, of the other UKT as the issuer shall determine to be appropriate). Negative pledge Negative pledge covers debt of the issuer and NGN unless the bonds are secured equally. It does not apply to any security interest if, when aggregated with all other indebtedness, it does not exceed 10% of the RAV of NGN as at the date of the incurrence of the security. Put A regulatory put event shall be deemed to have occurred if there is an NGN restructuring event and followed (during the restructuring period of 60 days – starting from and including the date the restructuring event occurs) by either a ratings downgrade (from investment grade to sub-investment grade or by one notch if already rated sub-investment grade or a negative rating event happening simultaneously with an independent financial adviser giving a negative certification. A restructuring event is defined as: 1) the revocation of NGN’s licence; 2) any material rights, benefits or obligations under its licence are revoked; or 3) any legislation reducing the power of the Secretary of State for the Department of Trade and Industry (or any successor). Covenants None Other Events of default cover debt of the issuer and NGN with an amount of no less than GBP25m (or its equivalent in other currencies). Source: Company data, HSBC

507

abc


Wales & West Utilities Bond Coupon

Maturity

Issuer

Guarantor

Out amt

Type

5.125%

02 Dec 2016 Wales & West Utilities Wales and West Utilities GBP200m Finance plc Ltd and MGN Gas Networks Ltd

Senior unsecured

6.25%

30 Nov 2021 Wales & West Utilities WWU and MGN Senior GBP250m Ltd Finance

Senior unsecured

Call Tax call Negative pledge The class A wrapped bonds and the Class A unwrapped bonds rank pari passu among each other in terms of interest and principal payments and rank in priority to the class B bonds. Put None Covenants Incurrence of further permitted indebtedness is possible as long as: the senior RAR is less than 90%, the CLASS A RAR is less than 75%, the senior adjusted ICR is equal to or more than 1.1x, the class A adjusted ICR is equal to or more than 1.3x, the senior average adjusted ICR is equal to or more than 1.2x, and the class A average adjusted ICR is equal to or more than 1.4x. Other Events of default also include: the CLASS A ICR is less than 1.6x, the senior RAR is more than 95% and the class A adjusted ICR is less than 1x; a WWU change of control. Source: Company data, HSBC

508

abc


Wales & West Utilities Bond Coupon

Maturity

5.75%

Issuer

Guarantor

Out amt

Type

29 Mar 2030 Wales & West Utilities Wales & West Utilities Finance plc Ltd

GBP300m

Senior sub-class A2 issued under the GBP5bn guaranteed bond programme

FRN

22 Aug 2035 Wales & West Utilities Wales & West Utilities Finance plc Ltd

GBP100m

Senior sub-class A1 index-linked bonds issued under the GBP5bn guarantee bond programme

FRN

17 Dec 2036 Wales & West Utilities Wales & West Utilities Finance plc Ltd

GBP115m

Junior sub-class B1 fixed- to floating-rate bonds issued under the GBP5bn guaranteed bond programme

Call 2030 bond: Spens call: Ref UKT6 2028; 2035 bond: Spens call: Ref UKTI 1.125 2017; 2036 bond: Spens call: Ref UKT5 2018. Index call (if index-linked). Tax call. Negative pledge The class A wrapped bonds and the class A unwrapped bonds rank pari passu among each other in terms of interest and principal payments and rank in priority to the class B bonds. Put None Covenants Incurrence of further permitted indebtedness is possible as long as: the senior RAR is less than 90%, the class A RAR is less than 75%, the senior adjusted ICR is equal to or more than 1.1x, the class A adjusted ICR is equal to or more than 1.3x, the senior average adjusted ICR is equal to or more than 1.2x and the class A average adjusted ICR is equal to or more than 1.4x. Other Events of default also include: the class A ICR is less than 1.6x, the senior RAR is more than 95% and the class A adjusted ICR is less than 1x; a WWU change of control. Source: Company data, HSBC

509


510

abc


abc

Water

511

abc


Anglian Water Services Bond Coupon

Maturity

Issuer

4.625%

07 Oct 2013 Anglian Water Services Financing Plc

Guarantor

Out amt

Ring-fenced financing EUR650m group: Anglian Water Services Ltd, Anglian Water Services Holdings Ltd, Anglian Water Services Overseas Holdings Ltd

Type Class A unwrapped

Call Tax call, Indexation call (if index linked). Negative pledge Class A unwrapped bonds and class A wrapped bonds rank pari passu among each other and rank in priority to the class B wrapped bonds and the class B unwrapped bonds. Put None Covenants Incurrence of further permitted indebtedness is possible as long as the class A ICR (Interest cover ratio) and the class A PMICR (post maintenance interest cover ratio) are above 1.3x and the class A RAR (regulated asset ratio for class A) and the senior RAR (regulated asset ratio) are below 75% and 90%, respectively. It is an event of default if the class A ICR drops below 1.6x or if the senior RAR rises above 95% or (net cash flow - capex)/class A debt interest ratio<1x. The following are trigger events: class A average PMICR<1.4x, class A PMICR<1.3x, senior average PMICR<1.2x, senior PMICR<1.1x, class A RAR>75% or senior RAR>95%. Other trigger events for class A unwrapped debt include a downgrade of the shadow rating by any two rating agencies out of three to Baa2/BBB/BBB and conditions related to liquidity reserves (debt service payment, capex and working capital liquidity, debt service reserve liquidity facilities and O&M reserve facility). A trigger event results in locking up cash distributions to the parent and can be remedied in various ways (remedial plan, independent review, consultation with Ofwat, appointment of additional non-executive directors. A trigger event is not an event of default. Other Events of default include: (i) class A ICR falling below 1.6x or senior RAR rising above 95% or (net cash flow capex)/class A debt interest ratio <1x; (ii) the transfer, termination or revocation of the instrument of appointment (AWS licence); (iii) insufficient liquidity to meet capex and working capital requirements projected for the next six months; (iv) a change of control of AWS; (v) a drop in the class A unwrapped ratings below investment grade by two rating agencies. Source: Company data, HSBC

512

abc



Maturity

Issuer

5.25%


Guarantor

Out amt

Ring-fenced financing GBP250m group: Anglian Water Services Ltd, Anglian Water Services Holdings Ltd, Anglian Water Services Overseas Holdings Ltd


Call Tax call, Indexation call (if index linked) Negative pledge Class A unwrapped bonds and class A wrapped bonds rank pari passu among each other and rank in priority to the class B wrapped bonds and the class B unwrapped bonds Put None Covenants Incurrence of further permitted indebtedness is possible as long as the class A ICR (interest cover ratio) and the class A PMICR (Post maintenance interest cover ratio) are above 1.3x and the class A RAR (regulated asset ratio for class A) and the senior RAR (regulated asset ratio) are below 75% and 90%, respectively. It is an event of default if the class A ICR drops below 1.6x or if the senior RAR rises above 95% or (net cash flow - capex)/class A debt interest ratio<1x. The following are trigger events: class A average PMICR<1.4x, class A PMICR<1.3x, senior average PMICR<1.2x, senior PMICR<1.1x, class A RAR>75% or senior RAR>95%. Other trigger events for class A unwrapped debt include a downgrade of the shadow rating by any two rating agencies out of three to Baa2/BBB/BBB and conditions related to liquidity reserves (debt service payment, capex and working capital liquidity, debt service reserve liquidity facilities and O&M reserve facility). A trigger event results in locking up cash distributions to the parent and can be remedied in various ways (remedial plan, independent review, consultation with Ofwat, appointment of additional non-executive directors. A trigger event is not an event of default. Other Events of default include: (i) class A ICR falling below 1.6x or senior RAR rising above 95% or (net cash flow capex)/class A debt interest ratio <1x; (ii) the transfer, termination or revocation of the instrument of appointment (AWS licence); (iii) insufficient liquidity to meet capex and working capital requirements projected for the next six months; (iv) a change of control of AWS, (v) a drop in the class A unwrapped ratings below investment grade by two rating agencies. Source: Company data, HSBC

513

abc



Maturity

Issuer

Guarantor

Out amt

6.25%

27 Jun 2016 Anglian Water Ring-fenced financing EUR500m Services Financing plc group: Anglican Water Services Ltd, Anglican Water Services Holdings Ltd, Anglican Water Services Overseas Holdings, Ltd.

Type Class A unwrapped under EUR10bn global EMTN programme

Call Tax call, indexation call (if index linked)/ Negative pledge Class A unwrapped bonds and class A wrapped bonds rank pari passu among each other and rank in priority to the class B wrapped bonds and the class B unwrapped bonds Put None Covenants Incurrence of further permitted indebtedness is possible as long as the class A ICR (interest cover ratio) and the class A PMICR (post maintenance interest cover ratio) are above 1.3x and the class A RAR (regulated asset ratio for class A) and the senior RAR (regulated asset ratio) are below 75% and 90%, respectively. It is an event of default if the class A ICR drops below 1.6x or if the senior RAR rises above 95% or (net cash flow - capex)/class A debt interest ratio<1x. The following are trigger events: class A average PMICR<1.4x, class A PMICR<1.3x, senior average PMICR<1.2x, senior PMICR<1.1x, class A RAR>75% or senior RAR>95%. Other trigger events for class A unwrapped debt include a downgrade of the shadow rating by any two rating agencies out of three to Baa2/BBB/BBB and conditions related to liquidity reserves (debt service payment, capex and working capital liquidity, debt service reserve liquidity facilities and O&M reserve facility). A trigger event results in locking up cash distributions to the parent and can be remedied in various ways (remedial plan, independent review, consultation with Ofwat, appointment of additional non-executive directors. A trigger event is not an event of default. Other Events of default include (i) class A ICR falling below 1.6x or senior RAR rising above 95% or (net cash flow capex)/class A debt interest ratio <1x; (ii) the transfer, termination or revocation of the instrument of appointment (AWS licence); (iii) insufficient liquidity to meet capex and working capital requirements projected for the next six months; (iv) a change of control of AWS; (v) a drop in the class A unwrapped ratings below investment grade by two rating agencies. Source: Company data, HSBC

514

abc



Maturity

Issuer

Guarantor

Out amt

FRN

30 Jul 2022

Anglian Water Services Financing Plc


Type Class A wrapped (MBIA insured)

Call Tax call, Indexation call (if index linked). Negative pledge Class A unwrapped bonds and class A wrapped bonds rank pari passu among each other and rank in priority to the class B wrapped bonds and the class B unwrapped bonds. Put None Covenants Incurrence of further permitted indebtedness is possible as long as the class A ICR (interest cover ratio) and the class A PMICR (post maintenance interest cover ratio) are above 1.3x and the class A RAR (regulated asset ratio for class A) and the senior RAR (regulated asset ratio) are below 75% and 90%, respectively. It is an event of default if the class A ICR drops below 1.6x or if the senior RAR rises above 95% or (Net cash flow - capex)/class A debt interest ratio<1x. The following are trigger events: class A average PMICR<1.4x, class A PMICR<1.3x, senior average PMICR<1.2x, senior PMICR<1.1x, class A RAR>75% or senior RAR>95%. Other trigger events for class A unwrapped debt include a downgrade of the shadow rating by any two rating agencies out of three to Baa2/BBB/BBB and conditions related to liquidity reserves (debt service payment, capex and working capital liquidity, debt service reserve liquidity facilities and O&M reserve facility). A trigger event results in locking up cash distributions to the parent and can be remedied in various ways (remedial plan, independent review, consultation with Ofwat, appointment of additional non-executive directors. A trigger event is not an event of default. Other Events of default include: (i) class A ICR falling below 1.6x or senior RAR rising above 95% or (net cash flow capex)/class A debt interest ratio <1x; (ii) the transfer, termination or revocation of the instrument of appointment (AWS licence); (iii) insufficient liquidity to meet capex and working capital requirements projected for the next six months; (iv) a change of control of AWS; (v) a drop in the class A unwrapped ratings below investment grade by two rating agencies. Source: Company data, HSBC

515

abc



Maturity

Issuer

FRN

01 Aug 2045 Anglian Water Services Financing Plc

Guarantor

Out amt

Ring-fenced financing GBP130m group: Anglican Water Services Ltd, Anglican Water Services Holdings Ltd, Anglican Water Services Overseas Holdings, Ltd.

Type Guaranteed class A senior unwrapped under the EUR10bn global secured MTN programme

Call Tax call, indexation call (if index linked). Negative pledge Class A unwrapped bonds and class A wrapped bonds rank pari passu among each other and rank in priority to the class B wrapped bonds and the class B unwrapped bonds. Put None Covenants Incurrence of further permitted indebtedness is possible as long as the class A ICR (interest cover ratio) and the class A PMICR (post maintenance interest cover ratio) are above 1.3x and the class A RAR (regulated asset ratio for class A) and the senior RAR (regulated asset ratio) are below 75% and 90%, respectively. It is an event of default if the class A ICR drops below 1.6x or if the senior RAR rises above 95% or (net cash flow - capex)/class A debt interest ratio<1x. The following are trigger events: class A average PMICR<1.4x, class A PMICR<1.3x, senior average PMICR<1.2x, Senior PMICR<1.1x, class A RAR>75% or senior RAR>95%. Other trigger events for class A unwrapped debt include a downgrade of the shadow rating by any two rating agencies out of three to Baa2/BBB/BBB and conditions related to liquidity reserves (debt service payment, capex and working capital liquidity, debt service reserve liquidity facilities and O&M reserve facility). A trigger event results in locking up cash distributions to the parent and can be remedied in various ways (remedial plan, independent review, consultation with Ofwat, appointment of additional non-executive directors. A trigger event is not an event of default. Other Events of default include: (i) class A ICR falling below 1.6x or senior RAR rising above 95% or (net cash flow capex)/class A debt interest ratio <1x; (ii) the transfer, termination or revocation of the instrument of appointment (AWS licence); (iii) insufficient liquidity to meet capex and working capital requirements projected for the next six months; (iv) a change of control of AWS; (v) a drop in the class A unwrapped ratings below investment grade by two rating agencies. Source: Company data, HSBC

516

abc



Maturity

Issuer

6.875%

21 Aug 2023 Anglian Water Services Financing Plc

Guarantor

Out amt



Call Spens call – reference RPI UKT2% 2035. Negative pledge Class A unwrapped bonds and class A wrapped bonds rank pari passu among each other and rank in priority to the class B wrapped bonds and the class B unwrapped bonds. Put None Covenants Incurrence of further permitted indebtedness is possible as long as the class A ICR (interest cover ratio) and the class A PMICR (post maintenance interest cover ratio) are above 1.3x and the class A RAR (regulated asset ratio for class A) and the senior RAR (regulated asset ratio) are below 75% and 90%, respectively. It is an event of default if the class A ICR drops below 1.6x or if the senior RAR rises above 95% or (net cash flow - capex)/class A debt interest ratio<1x. The following are trigger events: class A average PMICR<1.4x, class A PMICR<1.3x, senior average PMICR<1.2x, Senior PMICR<1.1x, Class A RAR>75% or Senior RAR>95%. Other trigger events for Class A unwrapped debt include a downgrade of the shadow rating by any two rating agencies out of three to Baa2/BBB/BBB and conditions related to liquidity reserves (debt service payment, capex and working capital liquidity, debt service reserve liquidity facilities and O&M reserve facility). A trigger event results in locking up cash distributions to the parent and can be remedied in various ways (remedial plan, independent review, consultation with Ofwat, appointment of additional non-executive directors. A trigger event is not an event of default. Other Events of default include: (i) class A ICR falling below 1.6x or senior RAR rising above 95% or (net cash flow capex)/class A debt interest ratio <1x; (ii) the transfer, termination or revocation of the instrument of appointment (AWS licence); (iii) insufficient liquidity to meet capex and working capital requirements projected for the next six months; (iv) a change of control of AWS; (v) a drop in the class A unwrapped ratings below investment grade by two rating agencies. Source: Company data, HSBC

517

abc



Maturity

Issuer

6.625%

15 Jan 2029 Anglian Water Services Financing Plc

Guarantor

Out amt



Call Spens call – reference UKT4.125% RPI linked 2030. Negative pledge Class A unwrapped bonds and class A wrapped bonds rank pari passu among each other and rank in priority to the class B wrapped bonds and the class B unwrapped bonds. Put None Covenants Incurrence of further permitted indebtedness is possible as long as the class A ICR (interest cover ratio) and the class A PMICR (post maintenance interest cover ratio) are above 1.3x and the class A RAR (regulated asset ratio for class A) and the senior RAR (regulated asset ratio) are below 75% and 90%, respectively. It is an event of default if the class A ICR drops below 1.6x or if the senior RAR rises above 95% or (net cash flow - capex)/class A debt interest ratio<1x. The following are trigger events: class A average PMICR<1.4x, class A PMICR<1.3x, senior average PMICR<1.2x, senior PMICR<1.1x, class A RAR>75% or senior RAR>95%. Other trigger events for class A unwrapped debt include a downgrade of the shadow rating by any two rating agencies out of three to Baa2/BBB/BBB and conditions related to liquidity reserves (debt service payment, capex and working capital liquidity, debt service reserve liquidity facilities and O&M reserve facility). A trigger event results in locking up cash distributions to the parent and can be remedied in various ways (remedial plan, independent review, consultation with Ofwat, appointment of additional non executive directors. A trigger event is not an event of default. Other Events of default include: (i) class A ICR falling below 1.6x or senior RAR rising above 95% or (net cash flow capex)/class A debt interest ratio <1x; (ii) the transfer, termination or revocation of the instrument of appointment (AWS licence); (iii) insufficient liquidity to meet capex and working capital requirements projected for the next six months; (iv) a change of control of AWS; (v) a drop in the class A unwrapped ratings below investment grade by two rating agencies. Source: Company data, HSBC

518

abc



Maturity

Issuer

Guarantor

Out amt

FRN

30 Jul 2030




Call Spens call – reference UKT 6% 2028. Negative pledge Class A unwrapped bonds and class A wrapped bonds rank pari passu among each other and rank in priority to the class B wrapped bonds and the class B unwrapped bonds. Put None Covenants Incurrence of further permitted indebtedness is possible as long as the class A ICR (interest cover ratio) and the class A PMICR (post maintenance interest cover ratio) are above 1.3x and the class A RAR (regulated asset ratio for class A) and the senior RAR (regulated asset ratio) are below 75% and 90%, respectively. It is an event of default if the class A ICR drops below 1.6x or if the senior RAR rises above 95% or (net cash flow - capex)/class A debt interest ratio<1x. The following are trigger events: class A average PMICR<1.4x, class A PMICR<1.3x, senior average PMICR<1.2x, senior PMICR<1.1x, class A RAR>75% or senior RAR>95%. Other trigger events for class A unwrapped debt include a downgrade of the shadow rating by any two rating agencies out of three to Baa2/BBB/BBB and conditions related to liquidity reserves (debt service payment, capex and working capital liquidity, debt service reserve liquidity facilities and O&M reserve facility). A trigger event results in locking up cash distributions to the parent and can be remedied in various ways (remedial plan, independent review, consultation with Ofwat, appointment of additional non-executive directors. A trigger event is not an event of default. Other Events of default include: (i) class A ICR falling below 1.6x or senior RAR rising above 95% or (net cash flow capex)/class A debt interest ratio <1x; (ii) the transfer, termination or revocation of the instrument of appointment (AWS licence); (iii) insufficient liquidity to meet capex and working capital requirements projected for the next six months; (iv) a change of control of AWS; (v) a drop in the class A unwrapped ratings below investment grade by two rating agencies. Source: Company data, HSBC

519

abc



Maturity

Issuer

Guarantor

Out amt

FRN

30 Jul 2032



Type Class A wrapped (MBIA insured)

Call Spens call – reference UKT 6% 2028. Negative pledge Class A unwrapped bonds and class A wrapped bonds rank pari passu among each other and rank in priority to the class B wrapped bonds and the class B unwrapped bonds. Put None Covenants Incurrence of further permitted indebtedness is possible as long as the class A ICR (interest cover ratio) and the class A PMICR (post maintenance interest cover ratio) are above 1.3x and the class A RAR (regulated asset ratio for class A) and the senior RAR (regulated asset ratio) are below 75% and 90%, respectively. It is an event of default if the class A ICR drops below 1.6x or if the senior RAR rises above 95% or (net cash flow - capex)/class A debt interest ratio<1x. The following are trigger events: class A average PMICR<1.4x, class A PMICR<1.3x, senior average PMICR<1.2x, senior PMICR<1.1x, class A RAR>75% or senior RAR>95%. Other trigger events for class A unwrapped debt include a downgrade of the shadow rating by any two rating agencies out of three to Baa2/BBB/BBB and conditions related to liquidity reserves (debt service payment, capex and working capital liquidity, debt service reserve liquidity facilities and O&M reserve facility). A trigger event results in locking up cash distributions to the parent and can be remedied in various ways (remedial plan, independent review, consultation with Ofwat, appointment of additional non-executive directors. A trigger event is not an event of default. Other Events of default include: (i) class A ICR falling below 1.6x or senior RAR rising above 95% or (net cash flow capex)/class A debt interest ratio <1x; (ii) the transfer, termination or revocation of the instrument of appointment (AWS licence); (iii) insufficient liquidity to meet capex and working capital requirements projected for the next six months; (iv) a change of control of AWS; (v) a drop in the class A unwrapped ratings below investment grade by two rating agencies. Source: Company data, HSBC

520

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Maturity

Issuer

2.4%

20 Apr 2035 Anglian Water Services Financing Plc

Guarantor

Out amt



Call Spens call – reference UKT 8% 2021. Negative pledge Class A unwrapped bonds and class A wrapped bonds rank pari passu among each other and rank in priority to the class B wrapped bonds and the class B unwrapped bonds. Put None Covenants Incurrence of further permitted indebtedness is possible as long as the class A ICR (interest cover ratio) and the class A PMICR (post maintenance interest cover ratio) are above 1.3x and the class A RAR (regulated asset ratio for class A) and the Senior RAR (regulated asset ratio) are below 75% and 90%, respectively. It is an event of default if the class A ICR drops below 1.6x or if the senior RAR rises above 95% or (net cash flow - capex)/class A debt interest ratio<1x. The following are trigger events: class A average PMICR<1.4x, class A PMICR<1.3x, senior average PMICR<1.2x, senior PMICR<1.1x, class A RAR>75% or senior RAR>95%. Other trigger events for class A unwrapped debt include a downgrade of the shadow rating by any two rating agencies out of three to Baa2/BBB/BBB and conditions related to liquidity reserves (debt service payment, capex and working capital liquidity, debt service reserve liquidity facilities and O&M reserve facility). A trigger event results in locking up cash distributions to the parent and can be remedied in various ways (remedial plan, independent review, consultation with Ofwat, appointment of additional non-executive directors. A trigger event is not an event of default. Other Events of default include: (i) class A ICR falling below 1.6x or senior RAR rising above 95% or (net cash flow capex)/class A debt interest ratio <1x; (ii) the transfer, termination or revocation of the instrument of appointment (AWS licence); (iii) insufficient liquidity to meet capex and working capital requirements projected for the next six months; (iv) a change of control of AWS; (v) a drop in the class A unwrapped ratings below investment grade by two rating agencies. Source: Company data, HSBC

521

abc



Maturity

Issuer

5.5%


Guarantor

Out amt


Type Class B unwrapped

Call Spens call – reference UKT 8% 07/06/2021. Negative pledge Class A unwrapped bonds and class A wrapped bonds rank pari passu among each other and rank in priority to the class B wrapped bonds and the class B unwrapped bonds. Put None Covenants Incurrence of further permitted indebtedness is possible as long as the class A ICR (Interest cover ratio) and the class A PMICR (post maintenance interest cover ratio) are above 1.3x and the class A RAR (regulated asset ratio for class A) and the senior RAR (regulated asset ratio) are below 75% and 90%, respectively. It is an event of default if the class A ICR drops below 1.6x or if the senior RAR rises above 95% or (net cash flow - capex)/class A debt interest ratio<1x. The following are trigger events: class A average PMICR<1.4x, class A PMICR<1.3x, senior average PMICR<1.2x, Senior PMICR<1.1x, class A RAR>75% or senior RAR>95%. Other trigger events for class A unwrapped debt include a downgrade of the shadow rating by any two rating agencies out of three to Baa2/BBB/BBB and conditions related to liquidity reserves (debt service payment, capex and working capital liquidity, debt service reserve liquidity facilities and O&M reserve facility). A trigger event results in locking up cash distributions to the parent and can be remedied in various ways (remedial plan, independent review, consultation with Ofwat, appointment of additional non-executive directors. A trigger event is not an event of default. Other Events of default include: (i) class A ICR falling below 1.6x or senior RAR rising above 95% or (net cash flow capex)/class A debt interest ratio <1x; (ii) the transfer, termination or revocation of the instrument of appointment (AWS licence); (iii) insufficient liquidity to meet capex and working capital requirements projected for the next six months; (iv) a change of control of AWS; (v) a drop in the class A unwrapped ratings below investment grade by two rating agencies. Source: Company data, HSBC

522

abc



Maturity

Issuer

Guarantor

Out amt

FRN

19 Jul 2057

Anglian Water Ring-fenced financing GBP100m Services Financing plc group: Anglian Water Services Ltd, Anglian Water Services Holdings Ltd, Anglian Water Services Overseas Holdings Ltd


Call Spens call – reference UKT4.75% 2015. Negative pledge Class A unwrapped bonds and class A wrapped bonds rank pari passu among each other and rank in priority to the class B wrapped bonds and the class B unwrapped bonds. Put None Covenants Incurrence of further permitted indebtedness is possible as long as the class A ICR (interest cover ratio) and the class A PMICR (post maintenance interest cover ratio) are above 1.3x and the class A RAR (regulated asset ratio for class A) and the senior RAR (regulated asset ratio) are below 75% and 90%, respectively. It is an event of default if the class A ICR drops below 1.6x or if the senior RAR rises above 95% or (net cash flow - capex)/class A debt interest ratio<1x. The following are trigger events: class A average PMICR<1.4x, class A PMICR<1.3x, senior average PMICR<1.2x, senior PMICR<1.1x, class A RAR>75% or senior RAR>95%. Other trigger events for class A unwrapped debt include a downgrade of the shadow rating by any two rating agencies out of three to Baa2/BBB/BBB and conditions related to liquidity reserves (debt service payment, capex and working capital liquidity, debt service reserve liquidity facilities and O&M reserve facility). A trigger event results in locking up cash distributions to the parent and can be remedied in various ways (remedial plan, independent review, consultation with Ofwat, appointment of additional non-executive directors. A trigger event is not an event of default. Other Events of default include: (i) class A ICR falling below 1.6x or senior RAR rising above 95% or (net cash flow capex)/class A debt interest ratio <1x; (ii) the transfer, termination or revocation of the instrument of appointment (AWS licence); (iii) insufficient liquidity to meet capex and working capital requirements projected for the next six months; (iv) a change of control of AWS; (v) a drop in the class A unwrapped ratings below investment grade by two rating agencies. Source: Company data, HSBC

523

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Dwr Cymru Bond Coupon

Maturity

FRN

Issuer

Guarantor

Out amt

Type

31 Mar 2021 Dwr Cymru Financing None Ltd

GBP325m

Class B1 assetbacked

6.015%

31 Mar 2028 Dwr Cymru Financing MBIA Assurance SA Ltd

GBP350m

Class A1 assetbacked

FRN

31 Mar 2030 Dwr Cymru Financing MBIA Assurance SA Ltd

GBP265m

Class A4 assetbacked

Call 2021 bond: Spens call – reference UKT 8% 2021; 2028 bond: Spens call – reference UKT 6% 2028; 2030 bond: Spens call – reference UKT 4.125% 2030 (index-linked); 2048 bond: Spens call ref UKTI0.75% 2047. Also callable for taxation or indexation (if index linked) reasons. Negative pledge Class A bonds, class B bonds and class R bonds rank pari passu among themselves and rank in priority to the Class C bonds and class D bonds. Put None Covenants Incurrence of further permitted indebtedness is possible as long as the ICR (interest cover ratio) is above 1.6x and the RAR (regulated asset ratio) is below 95%. It is an event of default if the ICR drops below 1.6x and the adjusted ICR (adjusted to deduct actual or planned capital maintenance expenditure) below 1.0x, or if the RAR rises above 95%. The following are trigger events: ICR<2.0x, RAR>90%, adjusted ICR <1.0x. Other trigger events include a rating downgrade by any two rating agencies out of three to Baa2/BBB/BBB, termination of licence, and conditions related to liquidity reserves (debt service payment, capex and working capital liquidity, debt service reserve liquidity facilities and O&M reserve facility). A trigger event results in locking up cash distributions to the parent and can be remedied in various ways (remedial plan, independent review, consultation with Ofwat, appointment of additional non-executive directors). A trigger event is not an event of default. Other Events of default include breach of any covenants, including financial covenants, eg if the ICR drops below 1.6x and adjusted ICR below 1.0x or if the RAR rises above 95%. Other events of default include the change of control of any obligor, and termination of DWR’s appointment under the Water Industry Act 1991. Dwr Cymru Cyfyndedig, DWR Cymru Holdings Limited, Glas Cymru Securities Cyfyndedig and Glas Cymru Cyfyndedig are each an obligor. Source: Company data, HSBC

524

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Dwr Cymru Bond Coupon

Maturity

FRN

FRN

Issuer

Guarantor

Out amt

Type

31 Mar 2048 Dwr Cymru Financing None Ltd

GBP140m

Class B bonds issued under the multi-currency programme for the issuance of up to GBP3bn of assetbacked bonds and up to GBP3bn of guaranteed asset-backed bonds

31 Mar 2057 Dwr Cymru Financing Dwr Cymru financing Ltd group

GBP100m

Class A1 asset-backed

Call 2021 bond: Spens call – reference UKT 8% 2021; 2028 bond: Spens call – reference UKT 6% 2028; 2030 bond: Spens call – reference UKT 4.125% 2030 (index-linked); 2048 bond: Spens call ref UKTI0.75% 2047. Also callable for taxation or indexation (if index linked) reasons. Negative pledge Class A bonds, class B bonds and class R bonds rank pari passu among themselves and rank in priority to the class C bonds and class D bonds. Put None Covenants Incurrence of further permitted indebtedness is possible as long as the ICR (interest cover ratio) is above 1.6x and the RAR (regulated asset ratio) is below 95%. It is an event of default if the ICR drops below 1.6x and adjusted ICR (adjusted to deduct actual or planned capital maintenance expenditure) below 1.0x or if the RAR rises above 95%. The following are trigger events: ICR<2.0x, RAR>90%, adjusted ICR <1.0x. Other trigger events include a rating downgrade by any two rating agencies out of three to Baa2/BBB/BBB, termination of licence, and conditions related to liquidity reserves (debt service payment, capex and working capital liquidity, debt service reserve liquidity facilities and O&M reserve facility). A trigger event results in locking up cash distributions to the parent and can be remedied in various ways (remedial plan, independent review, consultation with Ofwat, appointment of additional nonexecutive directors). A trigger event is not an event of default. Other Events of default include breach of any covenants, including financial covenants, eg if the ICR drops below 1.6x and adjusted ICR below 1.0x or if the RAR rises above 95%. Other events of default include the change of control of any obligor, and termination of DWR’s appointment under the Water Industry Act 1991. Dwr Cymru Cyfyndedig, DWR Cymru Holdings Limited, Glas Cymru Securities Cyfyndedig and Glas Cymru Cyfyndedig are each an obligor. Source: Company data, HSBC

525

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Northumbrian Water Bond Coupon

Maturity

6%

Issuer

Out amt

Type

11 Oct 2017 Northumbrian Water Northumbrian Water Finance Plc Limited

GBP300m

Senior unsecured

5.625%

29 Apr 2033 Northumbrian Water Northumbrian Water Finance Plc Limited

GBP350m

Senior unsecured

FRN

15 Jul 2036

GBP150m

Senior unsecured

Northumbrian Water Finance Plc

Guarantor

Northumbrian Water Limited

Call Spens call – reference UKT 8% 2015 (for 2017 bonds); UKT 4.25% 2032 (for 2033 bonds); UKT 2% 2035 (for 2036 bonds). Also callable for taxation reasons. Negative pledge Standard UK negative pledge. Sterling debt with initial maturity of at least 20 years is excluded. Put Bondholder put at par on put event, which is: 1) termination of Northumbrian Water’s appointment; or 2) restructuring event, within 45 days of which there is a rating downgrade (defined as withdrawal or downgrade to below INVESTMENT grade or, if already rated below investment grade, a further downgrade of one full rating category); or 3) Material subsidiary (Northumbrian Water or subsidiary with 20% or more of group net assets or pre-tax profits as shown in the latest audited consolidated statements) ceases to be wholly owned by issuer. A restructuring event is modification of material rights or obligations of Northumbrian Water as water and sewerage provider or material modification to its appointment. Covenants None Other Events of default include cross-default on indebtedness over GBP15m or 2% of the guarantor’s net tangible assets of the issuer, guarantor or any principal subsidiaries. These are defined as subsidiaries representing 10% of consolidated pre-tax profit or net assets as shown in the latest audited consolidated accounts. The definition excludes project finance. Source: Company data, HSBC

526

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Northumbrian Water Bond Coupon

Maturity

Issuer

Guarantor

6.875%

06 Feb 2023 Northumbrian Water Northumbrian Water Finance Plc Limited

Out amt

Type

GBP350m

Senior unsecured

Call Spens call – reference UKT 8% 2021 on or after 6/2/01 Negative pledge Standard UK negative pledge. Sterling debt with initial maturity of at least 20 years is excluded. Put Bondholder put at par on put event, which is: 1) termination of Northumbrian Water’s appointment or: 2) restructuring event, within 45 days of which there is a rating downgrade (defined as withdrawal or downgrade to below investment grade or, if already rated below investment grade, a further downgrade of one full rating category); or 3) material subsidiary (any subsidiary representing 20% or more of group net assets or profits) ceases to be wholly owned by issuer (or in the case of Essex and Suffolk Water, 98.865% and 98.073% of A and B ordinary shares, respectively). A restructuring event is a modification of material rights or obligations of Northumbrian Water as water and sewerage provider or a material modification to its appointment. Covenants None Other Events of default include cross-default on indebtedness of the issuer, guarantor or any other subsidiary over the higher of GBP15m or 2% of the tangible net assets of the issuer. Source: Company data, HSBC

527

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Severn Trent Bond Coupon

Maturity

Issuer

5.25%

11 Mar 2016 Severn Trent Water Utilities Finance plc

Guarantor

Out amt

Type

Severn Trent Water Limited

EUR700m

EMTN sr unsecured

Call Tax call. Negative pledge Negative pledge covers relevant indebtedness of the issuer and guarantor, which includes bonds, notes, loan stock or other securities that are quoted, listed, dealt in or traded on a stock exchange or over-the-counter, or other recognised securities market. Put None Covenants None Other Events of default include cross-default of issuer, guarantor, material subsidiaries on obligations exceeding GBP10m. Material subsidiary is a subsidiary of the STUF notes guarantor whose profits on ordinary activities before tax or net assets represent 10% or more of the consolidated profits on ordinary activities before tax or consolidated net assets, as calculated in the latest audited financial statements. Source: Company data, HSBC

528

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Maturity

5.25% 6%

Issuer

Guarantor

Out amt

Type

08 Dec 2014 Severn Trent Water Utilities Finance Plc


GBP200m

EMTN sr unsecured

22 Jan 2018 Severn Trent Water Utilities Finance plc


GBP400m

EMTN sr unsecured

Call (i) Spens call – reference UKT 5% 2014 for 2014 bonds only; or (ii) tax call. Negative pledge Negative pledge covers relevant indebtedness of issuer and guarantor, which includes bonds, notes, loan stock or other securities which are quoted, listed, dealt in or traded on a stock exchange or over-the-counter or other recognised securities market. Put Bondholder put at par if: 1) Severn Trent Water Services (guarantor)’s appointment under the Water Industry Act is terminated; OR 2) a restructuring event occurs and is followed, within 45 days (the restructuring period), by a rating event (if rating is withdrawn or downgraded to below investment grade or, if already below investment grade, rating is downgraded one full rating category). A restructuring event is defined as a modification of any material terms of STWS’s appointment under the Water Industry Act or if legislation is enacted changing the powers of the Secretary of State for the Environment or the Director General of Water Services. If not already rated, it must get an investment grade rating within the 45 days. Covenants None Other Events of default include cross default of issuer, guarantor or any material subsidiary for obligations exceeding GBP15m. A material subsidiary is a subsidiary of the guarantor whose profits on ordinary activities before tax or net assets represent 10% or more of the consolidated profits on ordinary activities before tax or consolidated net assets as calculated in the latest audited financial statements. Source: Company data, HSBC

529

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Maturity

Issuer

6.125%

26 Feb 2024 Severn Trent Water Utilities Finance Plc

Guarantor

Out amt

Type


GBP300m

Senior unsecured

Call Spens call – reference UKT 8% 2021. Negative pledge Negative pledge excludes sterling-based secured debt with a maturity no earlier than 26 February 2024, any bank debt and project finance indebtedness. Put Bondholder put at par if: 1) Severn Trent Water Services (guarantor)’s appointment under the Water Industry Act is terminated; OR 2) a restructuring event occurs and is followed, within 45 days (the restructuring period), by a rating event (if rating is withdrawn or downgraded to below investment grade or, if already below investment grade, rating is downgraded one full rating category). A restructuring event is defined as modification of any material terms of STWS’s appointment under the Water Industry Act or if legislation is enacted changing the powers of the Secretary of State for the Environment or the Director General of Water Services. If not already rated, it must get an investment grade rating within the 45 days. Covenants None Other Cross-default on amounts of at least GBP10m owned by the issuer, guarantor, or any material subsidiary. (A Material subsidiary is one representing at least 10% of pre-tax profits or net assets.) The trustee may agree to a substitution of the guarantor w/o the consent of bondholders if the trustee is satisfied that the interests of bondholders would not be “materially prejudiced by the substitution” and the other conditions of the trust deed are complied with, including the irrevocable and unconditional guarantee by the issuer. Source: Company data, HSBC

530

abc



Maturity

Issuer

6.25%

07 Jun 2029 Severn Trent Water Utilities Finance Plc

Guarantor

Out amt

Type


GBP425m

Senior unsecured

Call Spens call – reference UKT 6% 2028 Negative pledge Negative pledge excludes secured debt with a maturity no earlier than 7 June 2029, any bank debt and project finance indebtedness. Put Bondholder put at par if: 1) Severn Trent Water Services (guarantor)’s appointment under the Water Industry Act is terminated; OR 2) a restructuring event occurs and is followed, within 45 days (the restructuring period) by a rating event (if rating is withdrawn or downgraded to below investment grade or, if already below investment grade, rating is downgraded one full rating category). A restructuring event is defined as material modification of any material terms of STWS’s appointment under the Water Industry Act or if legislation is enacted changing the powers of the Secretary of State for the Environment or the Director General of Water Services. If not already rated, it must get an investment grade rating within the 45 days. Covenants None Other Cross-default on amounts of at least GBP10m owned by the issuer, guarantor, or any material subsidiary. (A material subsidiary is one representing at least 10% of pre-tax profits or net assets.) The trustee may agree to a substitution of the guarantor w/o the consent of bondholders if the trustee is satisfied that the interests of bondholders would not be “materially prejudiced by the substitution” and the other conditions of the trust deed are complied with, including the irrevocable and unconditional guarantee by the issuer. Source: Company data, HSBC

531

abc



Maturity

Issuer

Guarantor

Out amt

Type

FRN

11 Aug 2051 Severn Trent Water Utilities Finance Plc

Severn Trent Water Ltd GBP100m

EMTN sr unsecured

FRN

09 Feb 2057 Severn Trent Water Utilities Finance Plc

Severn Trent Water Ltd GBP100m

EMTN sr unsecured

Call Tax call, Indexation call. Negative pledge Negative pledge covers relevant indebtedness of issuer and guarantor, which includes bonds, notes, loan stock or other securities which are quoted, listed, dealt in or traded on a stock exchange or over-the-counter or other recognised securities market. The definition excludes project finance as well as Severn Trent Water Intl, C2C and C2C Holdings. Put Bondholder put at par if: 1) Severn Trent Water Services (guarantor)’s appointment under the Water Industry Act is terminated; OR 2) a restructuring event occurs and is followed, within 45 days (the restructuring period) by a rating event (if rating is withdrawn or downgraded to below investment grade or, if already below investment grade, rating is downgraded one full rating category). A restructuring event is defined as modification of any material terms of STWS’s appointment under the Water Industry Act or if legislation is enacted changing the powers of the Secretary of State for the Environment or the Director General of Water Services. If not already rated, it must get an investment grade rating within the 45 days. Covenants None Other Cross-default on amounts of at least GBP10m owned by the issuer, guarantor, or any material subsidiary. (A material subsidiary is one representing at least 10% of pre-tax profits or net assets.) The trustee may agree to a substitution of the guarantor w/o the consent of bondholders if the trustee is satisfied that the interests of bondholders would not be “materially prejudiced by the substitution” and the other conditions of the trust deed are complied with, including the irrevocable and unconditional guarantee by the issuer. Source: Company data, HSBC

532

abc


South East Water Bond Coupon

Maturity

Issuer

FRN

03 Jun 2041 South East Water (Finance) Ltd

Guarantor

Out amt

Type

South East Water Ltd

GBP130m

Senior guaranteed unwrapped indexlinked bonds issued under the GBP750m guaranteed bond programme

Call Tax call. Issuer call at the higher of par or the price determined to be appropriate by a financial adviser in London as being the price at which the gross real redemption yield on the bonds on the reference date (ie two business days prior to the despatch of the notice of redemption) is equal to the gross real redemption yield at 3:00pm (London time) on the reference date on the reference gilt while that stock is in issue. Negative pledge The wrapped bonds and the unwrapped bonds rank pari passu among each other in terms of interest and principal payments. Put None Covenants None Other Events of default include: ICR being less than 1.40:1 and the RAR being more than 0.95:1 Source: Company data, HSBC

533

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Southern Water Bond Coupon

Maturity

Issuer

Guarantor

Out amt

6.125%

31 Mar 2019 Southern Water GBP300m Southern Water Services (Finance) Ltd Services Ltd, SWS Holdings Ltd and SWS Group Holdings Ltd

Class A unwrapped bonds

5%

31 Mar 2021 Southern Water Southern Water Services Finance Plc financing group

Class A wrapped

GBP350m

Type

Call For 2019 bond: Spens call ref – UKT 4.5% 2019. For 2021 bond: Spens call – reference UKT8% 2021 For 2026 and 2029 bonds: Spens call – reference UKT 6% 2028. For 2041 bond: Spens call – reference UKT4.75% 2038 For 2052 bond: Spens call – reference UKT8% 2021. Also callable for taxation and indexation reasons (if index linked). Negative pledge Class A wrapped bonds and Class A unwrapped bonds rank pari passu among each other in terms of interest and principal payments and rank in priority to the class B bonds. Put None Covenants Incurrence of further permitted indebtedness is possible as long as the class A adjusted ICR (interest cover ratio) is equal to or above 1.3x and the class A RAR (regulated asset ratio for class A) and the senior RAR (regulated asset ratio) are below 75% and 90%, respectively. It is an event of default if the class A ICR or the class A adjusted ICR drop below 1.6x and 1.0x, respectively or if the senior RAR rises above 95%. The following are trigger events: Class A average adjusted ICR<1.4x, class A adjusted ICR<1.3x, senior average adjusted ICR<1.2x, senior adjusted ICR<1.1x, class A RAR>75% or SENIOR RAR>90%. Other trigger events for class A unwrapped debt include a rating downgrade by any two rating agencies out of three to Baa2/BBB/BBB and conditions related to liquidity reserves (debt service payment, capex and working capital liquidity, debt service reserve liquidity facilities, O&M reserve facility, adverse final determination of K by Ofwat). A trigger event results in locking up cash distributions to the parent and can be remedied in various ways (remedial plan, independent review, consultation with Ofwat, appointment of additional non-executive directors). A trigger event is not an event of default. Other Events of default include a number of conditions among which the most notable are: (I) class A ICR or the class A adjusted ICR falling below 1.6x and 1.0x, respectively, or senior RAR rising above 95%; (ii) the transfer, termination or revocation of the instrument of appointment (SWS licence); (iii) insufficient liquidity to meet capex and working capital requirements projected for the next six months; (iv) a change of control of SWS; (v) a drop in the class A unwrapped ratings below investment grade by two rating agencies. Source: Company data, HSBC

534

abc



Maturity

FRN FRN

Issuer

Guarantor

Out amt

Type


GBP350m

Sub class A unwrapped


GBP350m

Sub class A wrapped

Call For 2019 bond: Spens call ref – UKT 4.5% 2019. For 2021 bond: Spens call – reference UKT8% 2021 For 2026 and 2029 bonds: Spens call – reference UKT 6% 2028. For 2041 bond: Spens call – reference UKT4.75% 2038 For 2052 bond: Spens call – reference UKT8% 2021. Also callable for taxation and indexation reasons (if index linked). Negative pledge Class A wrapped bonds and Class A unwrapped bonds rank pari passu among each other in terms of interest and principal payments and rank in priority to the class B bonds. Put None Covenants Incurrence of further permitted indebtedness is possible as long as the class A adjusted ICR (interest cover ratio) is equal to or above 1.3x and the class A RAR (regulated asset ratio for class A) and the senior RAR (regulated asset ratio) are below 75% and 90%, respectively. It is an event of default if the class A ICR or the class A adjusted ICR drop below 1.6x and 1.0x, respectively, or if the senior RAR rises above 95%. The following are trigger events: class A average adjusted ICR<1.4x, class A adjusted ICR<1.3x, senior average adjusted ICR<1.2x, senior adjusted ICR<1.1x, class A RAR>75% or senior RAR>90%. Other trigger events for class A unwrapped debt include a rating downgrade by any two rating agencies out of three to Baa2/BBB/BBB and conditions related to liquidity reserves (debt service payment, capex and working capital liquidity, debt service reserve liquidity facilities, O&M reserve facility, adverse final determination of K by Ofwat). A trigger event results in locking up cash distributions to the parent and can be remedied in various ways (remedial plan, independent review, consultation with Ofwat, appointment of additional non-executive directors. A trigger event is not an event of default. Other Events of default include a number of conditions among which the most notable are: (I) class A ICR or the class A adjusted ICR falling below 1.6x and 1.0x, respectively, or senior RAR rising above 95%; (ii) the transfer, termination or revocation of the instrument of appointment (SWS licence); (iii) insufficient liquidity to meet capex and working capital requirements projected for the next six months; (iv) a change of control of SWS; (v) a drop in the class A unwrapped ratings below investment grade by two rating agencies. Source: Company data, HSBC

535

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Maturity

5% 4.5%

Issuer

Guarantor

Out amt

Type


GBP150m

Class A wrapped


GBP200m

Class A wrapped

Call For 2019 bond: Spens call ref – UKT 4.5% 2019. For 2021 bond: Spens call – reference UKT8% 2021 For 2026 and 2029 bonds: Spens call – reference UKT 6% 2028. For 2041 bond: Spens call – reference UKT4.75% 2038 For 2052 bond: Spens call – reference UKT8% 2021. Also callable for taxation and indexation reasons (if index linked). Negative pledge Class A wrapped bonds and class A unwrapped bonds rank pari passu among each other in terms of interest and principal payments and rank in priority to the class B bonds. Put None Covenants Incurrence of further permitted indebtedness is possible as long as the class A adjusted ICR (interest cover ratio) is equal to or above 1.3x and the class A RAR (regulated asset ratio for class A) and the senior RAR (regulated asset ratio) are below 75% and 90%, respectively. It is an event of default if the class A ICR or the class A adjusted ICR drop below 1.6x and 1.0x, respectively, or if the senior RAR rises above 95%. The following are trigger events: class A average adjusted ICR<1.4x, class A adjusted ICR<1.3x, senior average adjusted ICR<1.2x, senior adjusted ICR<1.1x, class A RAR>75% or senior RAR>90%. Other trigger events for class A unwrapped debt include a rating downgrade by any two rating agencies out of three to Baa2/BBB/BBB and conditions related to liquidity reserves (debt service payment, capex and working capital liquidity, debt service reserve liquidity facilities, O&M reserve facility, adverse final determination of K by Ofwat). A trigger event results in locking up cash distributions to the parent and can be remedied in various ways (remedial plan, independent review, consultation with Ofwat, appointment of additional non-executive directors). A trigger event is not an event of default. Other Events of default include a number of conditions among which the most notable are: (i) class A ICR or the class A adjusted ICR falling below 1.6x and 1.0x, respectively, or senior RAR rising above 95%; (ii) the transfer, termination or revocation of the instrument of appointment (SWS licence); (iii) insufficient liquidity to meet capex and working capital requirements projected for the next six months; (iv) a change of control of SWS; (v) a drop in the class A unwrapped ratings below investment grade by two rating agencies. Source: Company data, HSBC

536

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Maturity

Issuer

Guarantor

FRN


Out amt

Type

GBP250m

Sub class B unwrapped

Call Spens call prior to March 2014 – reference UKT 8% 2015, par from 31 March 2014. Also callable for taxation and indexation reasons (if index linked). Negative pledge Class B unwrapped bonds are subordinated in terms of interest and principal payments to the class A wrapped and class A unwrapped bonds. Put None Covenants Incurrence of further permitted indebtedness is possible as long as the class A adjusted ICR (interest cover ratio) is above 1.3x and the class A RAR (regulated asset ratio for class A) and the senior RAR (regulated asset ratio) are below 75% and 90%, respectively. It is an event of default if the class A ICR or the class A adjusted ICR drop below 1.6x and 1.0x, respectively, or if the senior RAR rises above 95%. The following are trigger events: class A average adjusted ICR<1.4x, class A adjusted ICR<1.3x, senior average adjusted ICR<1.2x, senior adjusted ICR<1.1x, class A RAR>75% or senior RAR>90%. Other trigger events for class A unwrapped debt include a rating downgrade by any two rating agencies out of three to Baa2/BBB/BBB and conditions related to liquidity reserves (debt service payment, capex and working capital liquidity, debt service reserve liquidity facilities, O&M reserve facility, adverse final determination of K by Ofwat). A trigger event results in locking up cash distributions to the parent and can be remedied in various ways (remedial plan, independent review, consultation with Ofwat, appointment of additional non-executive directors). A trigger event is not an event of default. Other Events of default include a number of conditions among which the most notable are: (i) class A ICR or the class A adjusted ICR falling below 1.6x and 1.0x, respectively, or senior RAR rising above 95%; (ii) the transfer, termination or revocation of the instrument of appointment (SWS licence); (iii) insufficient liquidity to meet capex and working capital requirements projected for the next six months; (iv) a change of control of SWS; (v) a drop in the class A unwrapped ratings below investment grade by two rating agencies. Source: Company data, HSBC

537

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South West Water Bond Coupon

Maturity

Issuer

Guarantor

Out amt

Type

5.875%

16 Jul 2040

South West Water Finance plc

South West Water Ltd

GBP150m

Senior unsecured

Call Tax call. Negative pledge Negative pledge covers relevant indebtedness of the issuer, the guarantor and any principal subsidiary (of the guarantor), which includes notes, bonds, debentures, debenture stock, loan stock or other securities (other than: (i) such notes, bonds, debentures, debenture stock, loan stock or other securities as, on issue, had a maturity of no less than 30 years; and (ii) asset-backed bonds), whether issued for cash or, in whole or in part, for a consideration other than cash, and which (with the agreement of the person issuing the same) are quoted, listed or ordinarily dealt in on any stock exchange or recognised OTC or other securities market. Put Put at par (plus accrued interest up to the put date) if a put event occurs. A put event is when a restructuring event occurs and is followed (during the Restructuring period of 60 days, starting from and including the date the restructuring event occurs) by either a ratings downgrade or a negative rating event happening simultaneously with an independent financial adviser giving a negative certification. Covenants None Other Events of default cover debt of the issuer, guarantor, and principal subsidiaries (of the guarantor) from at least GBP15m (or equivalent in other currencies). Principal subsidiary (of the guarantor) is defined as any subsidiary whose profits from ordinary activities before tax or net assets represent 15% or more of the consolidated profits from ordinary activities before tax or net assets of the guarantor. Source: Company data, HSBC

538

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Suez Environnement Bond Coupon

Maturity

4.875%

Issuer

Guarantor

Out amt

Type

08 Apr 2014 Suez Environnement None

EUR1300m

EMTN sr unsecured

6.25%

08 Apr 2019 Suez Environnement None

EUR800m

EMTN sr unsecured

4.125%

24 Jun 2022 Suez Environnement None

EUR500m

EMTN sr unsecured

5.5%

22 Jul 2024

EUR500m

EMTN sr unsecured

Suez Environnement None

Call Tax call Negative pledge Negative pledge covers relevant indebtedness of the issuer and its material subsidiaries, which includes bonds, notes, loan stock or other securities that are quoted, listed, dealt in or traded on a stock exchange or over-thecounter, or other recognised securities market. Material subsidiaries refer to Suez Environnement SA and any subsidiary of the issuer which represents not less than 20% of the EBITDA of the issuer and/or of the consolidated turnover of the issuer and of such subsidiary in the latest audited consolidated accounts of the Issuer and its consolidated subsidiaries. Put Put at par following a change of control that is followed by a rating downgrade by Moody’s during the period commencing on the relevant announcement date and ending 180 days after the change of control. A change of control is defined as acquisition of more than 50% of the issued/allotted ordinary share capital or voting rights of the issuer or 40% of voting rights where others have a stake less than 40%. A rating downgrade is defined as a downgrade of the issuer’s credit rating to non-investment grade or, if already at non-investment grade, a downgrade of one full rating notch or when no credit rating is assigned. Covenants None Other Event of default includes a cross-default of the issuer and its material subsidiaries on obligations exceeding EUR100m. Includes material change in business, ie the issuer ceases, or threatens to cease, to carry on the whole, or substantially the whole, of its business. Material subsidiaries refer to Suez Environnement SA and any subsidiary of the issuer which represents no less than 20% of the EBITDA of the issuer and/or of the consolidated turnover of the issuer and of such subsidiary in the latest audited consolidated accounts of the issuer and its consolidated subsidiaries. Source: Company data, HSBC

539

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Thames Water Bond Coupon

Maturity

Issuer

Guarantor

Out amt

6.125%

04 Feb 2013 Thames Water Utilities TWUL, TWHL, TWUFL EUR500m Cayman Finance Ltd and TWUCFHL

Type Guaranteed class A unwrapped bond issued under the company’s GBP10bn multicurrency programme

Call Tax call, Indexation call. Negative pledge The class A wrapped bonds and class A unwrapped bonds rank pari passu among each other in terms of interest and principal payments and rank in priority to the class B bonds. Put Bondholder put at par if put event occurs, where put event is: a) Thames Water Utilities’ appointment as water or sewerage undertaker is terminated; or b) Thames Water Utilities Limited ceases to be a subsidiary of Thames Water Plc; or c) there is a restructuring event AND within 45 days there is also a rating downgrade. A restructuring event is defined as: i) a modification of Thames Water’s appointment; or ii) enactment of legislation removing, reducing or qualifying the duties or powers of the Secretary of State for the Environment and/or or the Director General of Water Services. A rating downgrade is the withdrawal of a rating or downgrade to below investment grade or, if already below investment grade, a further downgrade of one full rating category. In this case S&P is defined as the rating agency but may be substituted for other agencies with approval of the trustee. Covenants Incurrence of further permitted indebtedness is possible as long as the class A adjusted ICR (interest cover ratio) is equals or above 1.3x and the class A RAR (regulated asset ratio for class A) and the senior RAR (regulated asset ratio) are below 75% and 75% (prior to the ratio step date) or 90% (from and including the ratio step date), respectively. The following are trigger events: class A average adjusted ICR<1.4x, class A adjusted ICR<1.3x, senior average adjusted ICR<1.2x, senior adjusted ICR<1.1x, class A RAR>75% or senior RAR>90%. Other trigger events for class A unwrapped debt conditions related to liquidity reserves (debt service payment, capex and working capital liquidity, debt service reserve liquidity facilities, O&M reserve facility, adverse final determination of K by Ofwat). A trigger event results in locking up cash distributions to the parent and can be remedied in various ways (remedial plan, independent review, consultation with Ofwat, appointment of additional non-executive directors. A trigger event is not an event of default. Other Events of default include a number of conditions among which the most notable are: (I) class A ICR or the class A adjusted ICR falling below 1.6x and 1.0x, respectively, or senior RAR rising above 85% (prior to ratio step date) or 95% (from and including ratio step date); (ii) the transfer, termination or revocation of the instrument of appointment (TWUL licence); (iii) insufficient liquidity to meet capex and working capital requirements projected for the next six months; (iv) a change of control of TWUL. Source: Company data, HSBC

540

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Maturity

Issuer

Guarantor

Out amt

4.9%

30 Jun 2015 Thames Water Utilities TWUL, TWHL, TWUFL GBP200m Cayman Finance Ltd and TWUCFHL

Type EMTN programme senior unsecured

Call Tax call. Negative pledge The class A wrapped bonds and class A unwrapped bonds rank pari passu among each other in terms of interest and principal payments and rank in priority to the class B bonds. Put Bondholder put at par if put event occurs, where put event is a) Thames Water Utilities’ appointment as water or sewerage undertaker is terminated; or b) Thames Water Utilities Limited ceases to be a subsidiary of Thames Water Plc; or c) there is a restructuring event AND within 45 days there is also a rating downgrade. A restructuring event is defined as: i) a modification of Thames Water’s appointment; or ii) enactment of legislation removing, reducing or qualifying the duties or powers of the Secretary of State for the Environment and/or or the Director General of Water Services. A rating downgrade is withdrawal of a rating or a downgrade to below investment grade or, if already below investment grade, a further downgraded of one full rating category. In this case S&P is defined as the rating agency but may be substituted for other agencies with approval of the trustee. Covenants Incurrence of further permitted indebtedness is possible as long as the class A adjusted ICR (interest cover ratio) is equals or above 1.3x and the class A RAR (regulated asset ratio for class A) and the senior RAR (regulated asset ratio) are below 75% and 75% (prior to the ratio step date) or 90% (from and including the ratio step date) respectively. The following are trigger events: class A average adjusted ICR<1.4x, class A adjusted ICR<1.3x, senior average adjusted ICR<1.2x, senior adjusted ICR<1.1x, class A RAR>75% or senior RAR>90%. Other trigger events for class A unwrapped debt conditions related to liquidity reserves (debt service payment, capex and working capital liquidity, debt service reserve liquidity facilities, O&M reserve facility, adverse final determination of K by Ofwat). A trigger event results in locking up cash distributions to the parent and can be remedied in various ways (remedial plan, independent review, consultation with Ofwat, appointment of additional non-executive directors). A trigger event is not an event of default. Other Events of default include a number of conditions among which the most notable are: (i) class A ICR or the class A adjusted ICR falling below 1.6x and 1.0x, respectively, or senior RAR rising above 85% (prior to ratio step date) or 95% (from and including ratio step date); (ii) the transfer, termination or revocation of the instrument of appointment (TWUL licence); (iii) insufficient liquidity to meet capex and working capital requirements projected for the next six months; (iv) a change of control of TWUL. Source: Company data, HSBC

541

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Maturity

Issuer

Guarantor

Out amt

6.75%

16 Nov 2028 Thames Water Utilities TWUL, TWHL, TWUFL GBP330m Cayman Finance Ltd and TWUCFHL

Type USD1b EMTN series 11, tranche 1

Call Tax call. Spens call after 16/11/01 – reference UKT 6% 2028. Negative pledge The class A wrapped bonds and class A unwrapped bonds rank pari passu among each other in terms of interest and principal payments and rank in priority to the class B bonds. Put Bondholder put at par if put event occurs, where put event is: a) Thames Water Utilities’ appointment as water or sewerage undertaker is terminated; or b) Thames Water Utilities Limited ceases to be a subsidiary of Thames Water Plc; or c) there is a restructuring event AND within 45 days there is also a rating downgrade. A restructuring event is defined as: i) a modification of Thames Water’s appointment; or ii) enactment of legislation removing, reducing or qualifying the duties or powers of the Secretary of State for the Environment and/or or the Director General of Water Services. A rating downgrade is withdrawal of a rating or a downgrade to below investment grade or, if already below investment grade, a further downgrade of one full rating category. In this case S&P is defined as the rating agency but may be substituted for other agencies with approval of the trustee. Covenants Incurrence of further permitted indebtedness is possible as long as the class A adjusted ICR (interest cover ratio) is equal to or above 1.3x and the class A RAR (regulated asset ratio for class A) and the senior RAR (regulated asset ratio) are below 75% and 75% (prior to the ratio step date) or 90% (from and including the ratio step date), respectively. The following are trigger events: class A average adjusted ICR<1.4x, class A adjusted ICR<1.3x, senior average adjusted ICR<1.2x, senior adjusted ICR<1.1x, class A RAR>75% or senior RAR>90%. Other trigger events for class A unwrapped debt conditions relate to liquidity reserves (debt service payment, capex and working capital liquidity, debt service reserve liquidity facilities, O&M reserve facility, adverse final determination of K by Ofwat). A trigger event results in locking up cash distributions to the parent and can be remedied in various ways (remedial plan, independent review, consultation with Ofwat, appointment of additional non-executive directors. A trigger event is not an event of default). Other Events of default include a number of conditions among which the most notable are: (i) class A ICR or the class A adjusted ICR falling below 1.6x and 1.0x, respectively. or senior RAR rising above 85% (prior to ratio step date) or 95% (from and including ratio step date); (ii) the transfer, termination or revocation of the instrument of appointment (TWUL licence); (iii) insufficient liquidity to meet capex and working capital requirements projected for the next six months; (iv) a change of control of TWUL. Source: Company data, HSBC

542

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Maturity

Issuer

Guarantor

Out amt

6.5%

09 Feb 2032 Thames Water Utilities TWUL, TWHL, TWUFL GBP200m Cayman Finance Ltd and TWUCFHL

Type USD3b EMTN series 22, tranche 1

Call Tax call. For 2010 bond: Spens call after 9/2/02 – reference UKT 6% 2028. For 2028 bond: Spens call after 16/11/01– reference UKT 6% 2028. Negative pledge The class A wrapped bonds and class A unwrapped bonds rank pari passu among each other in terms of interest and principal payments and rank in priority to the class B bonds. Put Bondholder put at par if put event occurs, where put event is: a) Thames Water Utilities’ appointment as water or sewerage undertaker is terminated; or b) Thames Water Utilities Limited ceases to be a subsidiary of Thames Water Plc; or c) there is a restructuring event AND within 45 days there is also a rating downgrade. A restructuring event is defined as: i) a modification of Thames Water’s appointment; or ii) enactment of legislation removing, reducing or qualifying the duties or powers of the Secretary of State for the Environment and/or or the Director General of Water Services. A rating downgrade is withdrawal of a rating or a downgrade to below investment grade or, if already below investment grade, a further downgrade of one full rating category. In this case S&P is defined as the rating agency but may be substituted for other agencies with approval of the trustee. Covenants Incurrence of further permitted indebtedness is possible as long as the class A adjusted ICR (interest cover ratio) is equal to or above 1.3x and the class A RAR (regulated asset ratio for class A) and the senior RAR (regulated asset ratio) are below 75% and 75% (prior to the ratio step date) or 90% (from and including the ratio step date), respectively. The following are trigger events: class A average adjusted ICR<1.4x, class A adjusted ICR<1.3x, Senior average adjusted ICR<1.2x, senior adjusted ICR<1.1x, class A RAR>75% or senior RAR>90%. Other trigger events for class A unwrapped debt conditions relate to liquidity reserves (debt service payment, capex and working capital liquidity, debt service reserve liquidity facilities, O&M reserve facility, adverse final determination of K by Ofwat). A trigger event results in locking up cash distributions to the parent and can be remedied in various ways (remedial plan, independent review, consultation with Ofwat, appointment of additional non-executive directors). A trigger event is not an event of default. Other Events of default include a number of conditions among which the most notable are: (i) class A ICR or the class A adjusted ICR falling below 1.6x and 1.0x, respectively, or senior RAR rising above 85% (prior to ratio step date) or 95% (from and including ratio step date); (ii) the transfer, termination or revocation of the instrument of appointment (TWUL licence); (iii) insufficient liquidity to meet capex and working capital requirements projected for the next six months; (iv) a change of control of TWUL. Source: Company data, HSBC

543

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Maturity

Issuer

Guarantor

Out amt

5.125%

28 Sep 2037 Thames Water Utilities TWUL, TWHL, TWUFL GBP600m Cayman Finance Ltd and TWUCFHL


Call Tax call. For 2010 bond: Spens call after 9/2/02 – reference UKT 6% 2028. For 2028 bond: Spens call after 16/11/01 – reference UKT 6% 2028. Negative pledge The class A wrapped bonds and class A unwrapped bonds rank pari passu among each other in terms of interest and principal payments and rank in priority to the class B bonds. Put Bondholder put at par if put event occurs, where put event is: a) Thames Water Utilities’ appointment as water or sewerage undertaker is terminated; or b) Thames Water Utilities Limited ceases to be a subsidiary of Thames Water Plc; or c) there is a restructuring event AND within 45 days there is also a rating downgrade. A restructuring event is defined as: i) a modification of Thames Water’s appointment; or ii) enactment of legislation removing, reducing or qualifying the duties or powers of the Secretary of State for the Environment and/or or the Director General of Water Services. A rating downgrade is withdrawal of a rating or a downgrade to below investment grade or, if already below investment grade, a further downgrade of one full rating category. In this case S&P is defined as the rating agency but may be substituted for other agencies with approval of the trustee. Covenants Incurrence of further permitted indebtedness is possible as long as the class A adjusted ICR (interest cover ratio) is equals or above 1.3x and the class A RAR (regulated asset ratio for class A) and the senior RAR (regulated asset ratio) are below 75% and 75% (prior to the ratio step date) or 90% (from and including the ratio step date), respectively. The following are trigger events: class A average adjusted ICR<1.4x, class A adjusted ICR<1.3x, senior average adjusted ICR<1.2x, senior adjusted ICR<1.1x, class A RAR>75% or senior RAR>90%. Other trigger events for class A unwrapped debt conditions relate to liquidity reserves (debt service payment, capex and working capital liquidity, debt service reserve liquidity facilities, O&M reserve facility, adverse final determination of K by Ofwat). A trigger event results in locking up cash distributions to the parent and can be remedied in various ways (remedial plan, independent review, consultation with Ofwat, appointment of additional non-executive directors). A trigger event is not an event of default. Other Events of default include a number of conditions among which the most notable are: (i) class A ICR or the class A adjusted ICR falling below 1.6x and 1.0x, respectively, or senior RAR rising above 85% (prior to ratio step date) or 95% (from and including ratio step date); (ii) the transfer, termination or revocation of the instrument of appointment (TWUL licence); (iii) insufficient liquidity to meet capex and working capital requirements projected for the next six months; (iv) a change of control of TWUL. Source: Company data, HSBC

544

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Maturity

Issuer

Guarantor

Out amt

FRN

11 Jul 2053

Thames Water Utilities TWUL, TWHL, TWUFL GBP300m Cayman Finance Ltd and TWUCFHL


Call Tax call. For 2010 bond: Spens call after 9/2/02 – reference UKT 6% 2028. For 2028 bond: Spens call after 16/11/01 – reference UKT 6% 2028. Negative pledge The class A wrapped bonds and class A unwrapped bonds rank pari passu among each other in terms of interest and principal payments and rank in priority to the class B bonds. Put Bondholder put at par if put event occurs, where put event is: a) Thames Water Utilities’ appointment as water or sewerage undertaker is terminated; or b) Thames Water Utilities Limited ceases to be a subsidiary of Thames Water Plc; or c) there is a restructuring event AND within 45 days there is also a rating downgrade. A restructuring event is defined as: i) a modification of Thames Water’s appointment; or ii) enactment of legislation removing, reducing or qualifying the duties or powers of the Secretary of State for the Environment and/or or the Director General of Water Services. A rating downgrade is withdrawal of a rating or a downgrade to below investment grade or, if already below investment grade, a further downgrade of one full rating category. In this case S&P is defined as the rating agency but may be substituted for other agencies with approval of the trustee. Covenants Incurrence of further permitted indebtedness is possible as long as the class A adjusted ICR (interest cover ratio) is equal to or above 1.3x and the class A RAR (regulated asset ratio for class A) and the senior RAR (regulated asset ratio) are below 75% and 75% (prior to the ratio step date) or 90% (from and including the ratio step date), respectively. The following are trigger events: class A average adjusted ICR<1.4x, class A adjusted ICR<1.3x, senior average adjusted ICR<1.2x, senior adjusted ICR<1.1x, class A RAR>75% or senior RAR>90%. Other trigger events for class A unwrapped debt conditions relate to liquidity reserves (debt service payment, capex and working capital liquidity, debt service reserve liquidity facilities, O&M reserve facility, adverse final determination of K by Ofwat). A trigger event results in locking up cash distributions to the parent and can be remedied in various ways (remedial plan, independent review, consultation with Ofwat, appointment of additional non-executive directors). A trigger event is not an event of default. Other Events of default include a number of conditions among which the most notable are: (i) class A ICR or the class A adjusted ICR falling below 1.6x and 1.0x, respectively, or senior RAR rising above 85% (prior to ratio step date) or 95% (from and including ratio step date); (ii) the transfer, termination or revocation of the instrument of appointment (TWUL licence); (iii) insufficient liquidity to meet capex and working capital requirements projected for the next six months; (iv) a change of control of TWUL. Source: Company data, HSBC

545

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Maturity

Issuer

Guarantor

Out amt

FRN

09 Apr 2058 Thames Water Utilities TWUL, TWHL, TWUFL GBP400m Cayman Finance Ltd and TWUCFHL

Type Guaranteed class A unwrapped bond issued under the GBP10bn programme

Call Spens call and callable for taxation reasons Negative pledge The Class A Wrapped Bonds and Class A Unwrapped Bonds rank pari passu among each other in terms of interest and principal payments and rank in priority to the Class B Bonds. Put Bondholder put at par if put event occurs, where put event is: a) Thames Water Utilities’ appointment as water or sewerage undertaker is terminated; or b) Thames Water Utilities Limited ceases to be a subsidiary of Thames Water Plc; or c) there is a restructuring event AND within 45 days there is also a rating downgrade. A restructuring event is defined as: i) a modification of Thames Water’s appointment; or ii) enactment of legislation removing, reducing or qualifying the duties or powers of the Secretary of State for the Environment and/or or the Director General of Water Services. A rating downgrade is withdrawal of a rating or a downgrade to below investment grade or, if already below investment grade, a further downgrade of one full rating category. In this case S&P is defined as the rating agency but may be substituted for other agencies with approval of the trustee. Covenants Incurrence of further permitted indebtedness is possible as long as the class A adjusted ICR (interest cover ratio) is equal to or above 1.3x and the class A RAR (regulated asset ratio for class A) and the senior RAR (regulated asset ratio) are below 75% and 75% (prior to the ratio step date) or 90% (from and including the ratio step date), respectively. The following are trigger events: class A average adjusted ICR<1.4x, class A adjusted ICR<1.3x, senior average adjusted ICR<1.2x, senior adjusted ICR<1.1x, class A RAR>75% or senior RAR>90%. Other trigger events for class A unwrapped debt conditions relate to liquidity reserves (debt service payment, capex and working capital liquidity, debt service reserve liquidity facilities, O&M reserve facility, adverse final determination of K by Ofwat). A trigger event results in locking up cash distributions to the parent and can be remedied in various ways (remedial plan, independent review, consultation with Ofwat, appointment of additional non-executive directors). A trigger event is not an event of default. Other Events of default include a number of conditions among which the most notable are: (i) class A ICR or the class A adjusted ICR falling below 1.6x and 1.0x, respectively, or senior RAR rising above 85% (prior to ratio step date) or 95% (from and including ratio step date); (ii) the transfer, termination or revocation of the instrument of appointment (TWUL licence); (iii) insufficient liquidity to meet capex and working capital requirements projected for the next six months; (iv) a change of control of TWUL. Source: Company data, HSBC

546

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Maturity

Issuer

Guarantor

Out amt

5.375%

21 Jul 2025

Thames Water Utilities TWUL, TWHL, TWUFL GBP550m Cayman Finance Ltd and TWUCFHL

5.750%

13 Sep 2030 Thames Water Utilities TWUL, TWHL, TWUFL GBP300m Cayman Finance Ltd and TWUCFHL

Type Sub-class B1 guaranteed unwrapped bonds Subordinated and SECURED CLASS B

Call Tax call; Index call (if index-linked); 2015 bond: Issuer call at par with initial call date of 21 July 2017 2015 bond; 2030 bond: Issuer call at par with initial call date of 13 September 2022. Negative pledge The Class B wrapped bonds and the class B Unwrapped Bonds rank pari passu among each other and are subordinated in terms of interest and principal payments to the class A bonds. Put None Covenants Incurrence of further permitted indebtedness is possible as long as the class A adjusted ICR (interest cover ratio) is equal to or above 1.3x and the class A RAR (regulated asset ratio for class A) and the senior RAR (regulated asset ratio) are below 75% and 75% (prior to the ratio step date) or 90% (from and including the ratio step date), respectively. The following are trigger events: class A average adjusted ICR<1.4x, class A adjusted ICR<1.3x, senior average adjusted ICR<1.2x, senior adjusted ICR<1.1x, class A RAR>75% or senior RAR>90%. Other trigger events for class A unwrapped debt conditions relate to liquidity reserves (debt service payment, capex and working capital liquidity, debt service reserve liquidity facilities, O&M reserve facility, adverse final determination of K by Ofwat). A trigger event results in locking up cash distributions to the parent and can be remedied in various ways (remedial plan, independent review, consultation with Ofwat, appointment of additional non-executive directors). A trigger event is not an event of default. Other Events of default include a number of conditions among which the most notable are: (i) class A ICR or the class A adjusted ICR falling below 1.6x and 1.0x, respectively, or senior RAR rising above 85% (prior to ratio step date) or 95% (from and including ratio step date); (ii) the transfer, termination or revocation of the instrument of appointment (TWUL licence); (iii) insufficient liquidity to meet capex and working capital requirements projected for the next six months; (iv) a change of control of TWUL. Step-up for the 2025 bond: From and including 21 July 2017 up to 21 July 2025: at 3-month GBP LIBOR + 7.96% p.a.; step-up for the 2030 bond: From 13 September 2022: 3m GBP LIBOR + 796bp. Source: Company data, HSBC

547

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United Utilities Bond Coupon

Maturity

4.25%

Issuer

Guarantor

Out amt

Type

24 Jan 2020 United Utilities Water plc None

EUR500m

Senior unsecured

5.625%

20 Dec 2027 United Utilities Water plc None

GBP300m

EMTN sr unsecured

5%

28 Feb 2035 United Utilities Water plc None

GBP200m

Senior unsecured

FRN

07 Jul 2056

United Utilities Water plc None

GBP100m

EMTN sr unsecured

FRN

28 Jul 2056

United Utilities Water plc None

GBP100m

EMTN sr unsecured

FRN

11 Aug 2056 United Utilities Water plc None

GBP100m

EMTN sr unsecured

Call Tax and indexation calls (if index linked). Negative pledge Negative pledge covers public debt only and specifically excludes debt with initial maturity of 20 years or more and does not exceed the greater of GBP250m or 20% of adjusted capital and reserves OR any debt with stated maturity of one year or less. Put None Covenants None Other Events of default include cross-default on obligations totalling the greater of GBP30m or 2% of adjusted capital and reserves. It covers the obligations of issuer, guarantor, or any material subsidiary – defined as a subsidiary with gross revenues or gross assets equal to 20% or more of consolidated revenues or assets. Source: Company data, HSBC

548

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Maturity

6.125% 5.75%

Issuer

Guarantor

Out amt

Type

29 Dec 2015 United Utilities Water plc None

GBP425m

EMTN sr unsecured

25 Mar 2022 United Utilities Water plc None

GBP375m

EMTN sr unsecured

Call Tax call. Negative pledge Negative pledge covers securities of the issuer and the parent, which includes bonds, debentures, notes or other securities which are or are to be quoted, listed, or traded on any stock exchange, over-the-counter or other securities market. Put None Covenants None Other Events of default include cross-default on obligations totalling whichever is the greater of GBP30m and 2% of the adjusted capital and reserves. It covers the obligations of issuer or any material subsidiary. A material subsidiary is defined as a subsidiary with gross revenues or gross assets equal to 20% or more of consolidated revenues or assets. Source: Company data, HSBC

549

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Maturity

Issuer

8.875%

25 Mar 2026 United Utilities Electricity plc

Guarantor

Out amt

Type

None

GBP450m

Senior unsecured Series RG & BR

Call Spens call – reference UKT 8.75% 2017. Negative pledge None Put A put event occurs when there is a restructuring event and either a rating downgrade or negative rating event, and the event is deemed to be materially prejudicial to bondholders. A restructuring event is defined as the loss or modification of PES licence, or a change in legislation removing the Secretary of State for Trade and Industry from duties. Covenants None Other Events of default include cross default of issuer or any principal subsidiary for obligations exceeding the greater of GBP20m and 3% of capital and reserves. A principal subsidiary is a subsidiary of the guarantor whose net profits before tax or gross assets represent 20% or more of the consolidated net profits before tax or consolidated gross assets, as calculated in the latest audited financial statements. Source: Company data, HSBC

550

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Veolia Environnement Bond Coupon

Maturity

5.875%

Issuer

Guarantor

Out amt

Type

01 Feb 2012 Veolia Environnement None

EUR671m

EMTN sr unsecured

4.875%

28 May 2013 Veolia Environnement None

EUR550m

EMTN sr unsecured

FRN

17 Jun 2015 Veolia Environnement None

EUR875m

Senior unsecured

4%

12 Feb 2016 Veolia Environnement None

EUR900m

Senior unsecured

4.375%

16 Jan 2017 Veolia Environnement None

EUR1140m

Senior unsecured

5.375%


EUR750m

EMTN sr unsecured

4.375%

11 Dec 2020 Veolia Environnement None

EUR600m

Senior unsecured

5.125%


EUR1000m

Senior unsecured

6.125%

25 Nov 2033 Veolia Environnement None

EUR700m

EMTN sr unsecured

Call Tax call. Negative pledge Negative pledge covers present and future indebtedness issued by the issuer and principal subsidiaries in the form of bonds, notes, debentures and loan stocks. Principal subsidiaries are directly or indirectly controlled by the issuer or owned 50% or more and represent more than 15% of the total consolidated assets or consolidated operating incomes in the latest audited financial statements. Put None Covenants None Other Events of default include cross-default on amounts due by the issuer, guarantor or any principal subsidiary, subject to a carve-out of EUR30m. Principal subsidiaries are directly or indirectly controlled by the issuer or owned 50% or more, and represent more than 15% of the total consolidated assets or consolidated operating incomes in the latest audited financial statements. Source: Company data, HSBC

551

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Maturity

Issuer

Guarantor

Out amt

5.875%

13 Jul 2026

Three Valleys Water Three Valleys Water Plc GBP200m Finance Plc


Call Spens call – reference UKT 5% 2025 Negative pledge Negative pledge covers relevant indebtedness and guarantee of relevant indebtedness of issuer, guarantor, principal subsidiary. Relevant indebtedness excludes debt with a maximum aggregate amount not exceeding the greater of GBP75m and 15% of regulated asset value, and which is issued by an issuer becoming a subsidiary of the guarantor after 28 June 2004. Relevant indebtedness includes money borrowed, liabilities under acceptance credit, notes, bonds, debentures, debenture stock, loan stock or other securities, which are quoted, listed or dealt on any stock exchange or over-the-counter or other securities market, which does not include project finance indebtedness. A principal subsidiary is a subsidiary of the guarantor whose profits on ordinary activities before tax or net assets represent 15% or more of the consolidated profits on ordinary activities before tax or consolidated net assets, as calculated in the latest audited financial statements. Put A put event occurs when there is a restructuring event and a rating downgrade (investment grade to non-investment grade or, if already non-investment grade, then one notch down) or a negative rating event. A restructuring event is defined as material modification of any material terms of guarantor’s appointment under the Water Industry Act or the enactment of any legislation changing the powers of the Secretary of State for the Environment or the Director General of Water Services. Covenants None Other Events of default include cross-default of issuer, guarantor or any principal subsidiary for obligations exceeding the greater of GBP15m and 1.5% of capital and reserves. A principal subsidiary is a subsidiary of the guarantor whose profits on ordinary activities before tax or net assets represent 15% or more of the consolidated profits on ordinary activities before tax or consolidated net assets, as calculated in the latest audited financial statements. Source: Company data, HSBC

552

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Maturity

5.25%

Issuer

Guarantor

Out amt

Type

24 Apr 2014 Veolia Environnement None SA

EUR1250m

EMTN sr unsecured

6.75%

24 Apr 2019 Veolia Environnement None SA

EUR750m

EMTN sr unsecured

FRN

06 Jan 2021 Veolia Environnement None SA

EUR834m

EMTN sr unsecured

6.125%

29 Oct 2037 Veolia Environnement None SA

GBP650m

EMTN sr unsecured

Call Tax call. Negative pledge Negative pledge covers the indebtedness of the issuer and principal subsidiaries, which includes bonds, notes, debentures and loan stocks or other securities that, at the time of issue, are capable of being, or intended to be, quoted, listed or ordinarily dealt in on any stock exchange, automated trading system, OTC or other securities market. Put None Covenants None Other Events of default include cross-default of issuer and/or principal subsidiaries on obligations of EUR50m or above. Principal subsidiaries are defined as a subsidiary of the issuer whose total assets or operating income attributable to the issuer represent not less than 15% of the total consolidated assets or operating income of the issuer, all as calculated by reference to the then-latest audited accounts of such subsidiary, issuer and its consolidated subsidiaries. Source: Company data, HSBC

553

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Wessex Water Bond Coupon

Maturity

Issuer

Guarantor

Out amt

5.375%

10 Mar 2028 Wessex Water Wessex Water Services GBP200m Services Finance Plc Limited


Call Spens call reference UKT 6% 2028 Negative pledge Negative pledge covers relevant indebtedness and guarantee of relevant indebtedness of issuer, guarantor, principal subsidiary where such relevant indebtedness excludes debt with a maximum aggregate amount not exceeding the greater of GBP150m and 15% of capital and reserves, and which is issued by a issuer becoming a subsidiary of the guarantor after 10 March 2005. Relevant indebtedness includes notes, bonds, debentures, debenture stock, loan stock or other securities, which are quoted, listed or dealt on any stock exchange or over-the-counter or other securities market, which, on issue, have a maturity of no less than 30 years, and which do not include project finance indebtedness. A principal subsidiary is a subsidiary of the guarantor whose profits on ordinary activities before tax or net assets represent 15% or more of the consolidated profits on ordinary activities before tax or consolidated net assets, as calculated in the latest audited financial statements. Put A put event occurs when there is a Restructuring event and a rating downgrade (investment grade to non-investment grade or, if already non-investment grade, then one notch down) or a negative rating event. A restructuring event is defined as material modification of any material terms of guarantor’s appointment under the Water Industry Act or enactment of legislation changing the powers of the Secretary of State for the Environment or the Director General of Water Services. Covenants None Other Events of default include cross-default of Issuer, guarantor or any principal subsidiary for obligations exceeding the greater of GBP15m and 1.5% of capital and reserves. A principal subsidiary is a subsidiary of the guarantor whose profits on ordinary activities before tax or net assets represent 15% or more of the consolidated profits on ordinary activities before tax or consolidated net assets, as calculated in the latest audited financial statements. Source: Company data, HSBC

554

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Wessex Water Bond Coupon

Maturity

Issuer

Guarantor

Out amt

5.75%

14 Oct 2033 Wessex Water Wessex Water Services GBP350m Services Finance Plc Limited


Call Spens call – reference UKT 4.25% 2032. Negative pledge Negative pledge covers relevant indebtedness and guarantee of relevant indebtedness of issuer, guarantor, principal subsidiary where such relevant indebtedness excludes debt with a maximum aggregate amount not exceeding the greater of GBP150m and 15% of capital and reserves, and which is issued by a issuer becoming a subsidiary of the guarantor after 15 October 2003. Relevant indebtedness includes notes, bonds, debentures, debenture stock, loan stock or other securities, which are quoted, listed or dealt on any stock exchange or over-the-counter or other securities market, which, on issue, have a maturity of no less than 30 years, and which do not include project finance indebtedness. A principal subsidiary is a subsidiary of the guarantor whose profits on ordinary activities before tax or net assets represent 15% or more of the consolidated profits on ordinary activities before tax or consolidated net assets, as calculated in the latest audited financial statements. Put A put event occurs when there is a restructuring event and a rating downgrade (investment grade to non-investment grade or, if already non-investment grade, then one notch down) or a negative rating event. A restructuring event is defined as material modification of any material terms of guarantor’s appointment under the Water Industry Act or enactment of legislation changing the powers of the Secretary of State for the Environment or the Director General of Water Services. Covenants None Other Events of default include cross default of issuer, guarantor or any principal subsidiary for obligations exceeding the greater of GBP15m and 1.5% of capital and reserves. A principal subsidiary is a subsidiary of the guarantor whose profits on ordinary activities before tax or net assets represent 15% or more of the consolidated profits on ordinary activities before tax or consolidated net assets, as calculated in the latest audited financial statements. Source: Company data, HSBC

555

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Yorkshire Water Bond Coupon

Maturity

Issuer

Guarantor

01 Aug 2056 Yorkshire Water FRN Yorkshire Water Step Up Services Finance plc Services Ltd (see “Other”)

Out amt

Type

GBP125m

Senior unsecured

Call Tax call, Indexation call. Negative pledge Relevant indebtedness excludes bank debt and project finance indebtedness. Allows for secured debt with maturity after 1 August 2051 and subject to an overall limit of the greater of GBP300m or 15% of capital and reserves. Existing secured debt of any subsidiaries acquired after 16 November 2006 is also excluded. Put Bondholder put at par if put event occurs, defined as: 1) Yorkshire Water Services Limited’s (YWSL) appointment under the Water Industry Act is terminated; or 2) a restructuring event occurs and within 90 days a rating downgrade (defined as withdrawal or downgrade to below investment grade or, if already below investment grade, the rating is downgraded one full rating category) or (if not rated) a negative rating event occurs (defined as when the issuer is unable to obtain an investment grade rating or does not seek to obtain a rating). A restructuring event is defined as modification of any material rights, benefits or obligations of YWSL’s appointment or enactment of legislation removing, reducing or qualifying the duties or powers of the Secretary of State for the Environment or the Director General of Water Services. Covenants None Other Events of default include cross-default on amounts owed by the issuer, guarantor or principal subsidiaries in an amount that is the greater of GBP20m or 1.5% of capital and reserves. Principal subsidiaries is any subsidiary of the guarantor with pre-tax profits on ordinary activities or net assets representing 15% or more of the consolidated total. For the period through to 17 October 2001: if ratings are downgraded to Baa1/BBB+ by Moody’s/S&P, respectively, the coupon steps up to 6.875%. If downgraded to Baa2/BBB or below, the coupon steps up to 7.125%. Source: Company data, HSBC

556

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Maturity

Issuer

Guarantor

Out amt

6%

21 Aug 2019 Yorkshire Water GBP275m YWSHL, YWSL, Services Finance plc YWSFL, YWSOFHL and YWSOFL


6%

24 Apr 2017 Yorkshire Water Services Bradford Finance Ltd

Junior sub-class B1 issued under the GBP8bn guaranteed bond programme

YWSHL, YWSL, GBP450m YWSFL, YWSOFHL and YWSOFL

Type

Call Spens call, tax call and Indexation call (if index linked). Negative pledge The class A wrapped bonds and class A unwrapped bonds rank pari passu among each other in terms of interest and principal payments and rank in priority to the class B bonds. Put None Covenants Incurrence of further permitted indebtedness is possible as long as the class A adjusted ICR (interest cover ratio) is equal to or above 1.3x and the class A RAR (regulated asset ratio for class A) and the senior RAR (regulated asset ratio) are below 75% and 75% (prior to the ratio step date) or 90% (from and including the ratio step date), respectively. The following are trigger events: class A average adjusted ICR<1.4x, class A adjusted ICR<1.3x, senior average adjusted ICR<1.2x, senior adjusted ICR<1.1x, class A RAR>75% or senior RAR>90%. Other trigger events for class A unwrapped debt include a downgrade of the shadow rating by any two rating agencies out of three to Baa2/BBB/BBB or a rating withdrawal related to liquidity reserves (debt service payment, capex and working capital liquidity, debt service reserve liquidity facilities, O&M reserve facility, adverse final determination of K by Ofwat). A trigger event results in locking up cash distributions to the parent and can be remedied in various ways (remedial plan, independent review, consultation with Ofwat). A trigger event is not an event of default. Other Events of default include a number of conditions among which the most notable are: (i) class A ICR or the class A adjusted ICR falling below 1.6x and 1.0x, respectively or senior RAR rising above 95%; (ii) the transfer, termination or revocation of the instrument of appointment (YWS licence); (iii) insufficient liquidity to meet capex and working capital requirements projected for the next six months; (iv) a change of control of YWS. Source: Company data, HSBC

557

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Maturity

Issuer

6.375%

19 Aug 2039 Yorkshire Water Services Bradford Finance Ltd

Guarantor

Out amt

GBP300m YWSHL, YWSL, YWSFL, YWSOFHL and YWSOFL

Type Senior sub-class A2 issued under the GBP8bn guaranteed bond programme

Call Spens call, tax call and indexation call (if index linked). Negative pledge The class A wrapped bonds and class A unwrapped bonds rank pari passu among each other in terms of interest and principal payments and rank in priority to the class B bonds. Put None Covenants Incurrence of further permitted indebtedness is possible as long as the class A adjusted ICR (interest cover ratio) is equals or above 1.3x and the class A RAR (regulated asset ratio for class A) and the senior RAR (regulated asset ratio) are below 75% and 75% (prior to the ratio step date) or 90% (from and including the ratio step date), respectively. The following are trigger events: class A average adjusted ICR<1.4x, class A adjusted ICR<1.3x, senior average adjusted ICR<1.2x, senior adjusted ICR<1.1x, class A RAR>75% or senior RAR>90%. Other trigger events for class A unwrapped debt include a downgrade of the shadow rating by any two rating agencies out of three to Baa2/BBB/BBB or a rating withdrawal related to liquidity reserves (debt service payment, capex and working capital liquidity, debt service reserve liquidity facilities, O&M reserve facility, adverse final determination of K by Ofwat). A trigger event results in locking up cash distributions to the parent and can be remedied in various ways (remedial plan, independent review, consultation with Ofwat). A trigger event is not an event of default. Other Events of default include a number of conditions among which the most notable are: (i) class A ICR or the class A adjusted ICR falling below 1.6x and 1.0x, respectively, or senior RAR rising above 95%; (ii) the transfer, termination or revocation of the instrument of appointment (YWS licence); (iii) insufficient liquidity to meet capex and working capital requirements projected for the next six months; (iv) a change of control of YWS. Source: Company data, HSBC

558

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Maturity

Issuer

Guarantor

Out amt

FRN

30 Dec 2039 Yorkshire Water GBP260m YWSHL, YWSL, Services Finance plc YWSFL, YWSOFHL and YWSOFL

Type Senior sub-class A3 issued under the company's GBP8bn EMTN Programme.

Call Spens call, tax call and indexation call (if index linked). Negative pledge The class A wrapped bonds and class A unwrapped bonds rank pari passu among each other in terms of interest and principal payments and rank in priority to the class B bonds. Put None Covenants Incurrence of further permitted indebtedness is possible as long as the class A adjusted ICR (interest cover ratio) is equal to or above 1.3x and the class A RAR (regulated asset ratio for class A) and the senior RAR (regulated asset ratio) are below 75% and 75% (prior to the ratio step date) or 90% (from and including the ratio step date), respectively. The following are trigger events: class A average adjusted ICR<1.4x, class A adjusted ICR<1.3x, senior average adjusted ICR<1.2x, senior adjusted ICR<1.1x, class A RAR>75% or senior RAR>90%. Other trigger events for class A unwrapped debt include a downgrade of the shadow rating by any two rating agencies out of three to Baa2/BBB/BBB or a rating withdrawal related to liquidity reserves (debt service payment, capex and working capital liquidity, debt service reserve liquidity facilities, O&M reserve facility, adverse final determination of K by Ofwat). A trigger event results in locking up cash distributions to the parent and can be remedied in various ways (remedial plan, independent review, consultation with Ofwat). A trigger event is not an event of default. Other Events of default include a number of conditions among which the most notable are: (I) class A ICR or the class A adjusted ICR falling below 1.6x and 1.0x, respectively or senior RAR rising above 95%; (ii) the transfer, termination or revocation of the instrument of appointment (YWS licence); (iii) insufficient liquidity to meet capex and working capital requirements projected for the next six months; (iv) a change of control of YWS. Source: Company data, HSBC

559


560

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Hybrids

561

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Bayer Bond Coupon type

Maturity

Issuer

Guarantor

Out amt

Type

Fixed to floating

29 Jul 2105

Bayer AG

None

EUR1,300m

Mandatory and optional

Fixed coupon

Floating

Equity credit

5% fixed (annually) until 29 July 2015

3m Euribor + 180bps + 100bps step up (quarterly)

S&P (50%), Moody’s (Basket D)

Call Callable at par, in full only, on 29 July 2015 and each year thereafter. The issuer can also, at any time, redeem the bonds in full for tax reasons/gross-up event before 29 July 2015. Subordination Subordinated, unsecured. Junior to all but shareholders of the issuer. Optional coupon deferral Optional deferral upon no common dividend payment or share buyback. Cumulative and payable in cash at the earlier of resumption of dividends or 10 years. Mandatory deferral Mandatory in the case of cash flow event, defined as consolidated gross cash flow of <7% of consolidated sales revenues. Deferred coupons may be paid by ACSM (alternative coupon satisfaction mechanism) or cancelled. Change of control None Refunding – redemption Replacement clause stating Bayer's “intention if it chooses to call the current issue, is to do so using the proceeds from common equity or from securities ranking pari passu or junior to the bonds, with the same terms and conditions, and issued in the six months prior to redemption". Events of default None, except insolvency and liquidation. Other No cross-default clause. Limitation on additional subordinated indebtedness, which would rank junior to the subordinated bonds due 2105. Source: Company data, HSBC Global Research

562

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Casino Guichard Perrachon Bond Coupon type

Maturity

Issuer

Guarantor

Out amt

Type

Fixed to floating

Perp

Casino Guichard Perrachon SA

None

EUR600m

Optional noncumulative

Fixed coupon

Floating

Equity credit

7.5% fixed (annually) until 20 January 2008

10yr EUR CMS + 100 floating (quarterly) S&P (50%), Fitch (50%) thereafter. The coupon rate is capped at 9%

Call Callable at par, in full only, on 20 January 2010 and each quarter thereafter. The issuer can also, at any time, call the bonds in full for tax reasons or purchase the bonds in full at the market price. Subordination Deeply subordinated, unsecured. Junior to all but shareholders of the issuer. Optional coupon deferral Optional deferral if no dividend payment or share buyback by the issuer and its subsidiaries is announced in the previous 12 months. Deferred coupon is non-cumulative. Mandatory deferral None Change of control None Refunding – redemption None Events of default None Other None Source: Company data, HSBC Global Research

563

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Dong Energy Bond Coupon type

Maturity

Issuer

Fixed to floating

29 Jun 3005 Dong A/S

Guarantor

Out amt

Type

None

EUR1,100m

Optional cumulative

Fixed coupon

Floating

Equity credit

5.50% annually until 28 June 2015

3m EUR+320bps until 2505, adding another 100bp thereafter

S&P (50%)

Call Callable on coupon dates falling between 29 June 2010 and 29 June 2014 at early redemption amount (bund + a margin – sliding scale in prospectus) plus accrued interest and any outstanding payments. Callable at par plus accrued interest and outstanding payments on each coupon date thereafter. Tax call. Subordination Subordinated, unsecured. Ranks behind the claims of senior creditors and in priority to the claims of holders of outstanding payments and ordinary shares. Optional coupon deferral The issuer can meet deferred payment obligations through the issuance of new ordinary shares up to 2% of its outstanding share capital, and/or the issuance of securities of the same rank, and/or pay in kind up to 25% of the initial principal amount. Until all outstanding payments have been satisfied, the company may not declare or pay ordinary dividends, acquire any of its ordinary shares or parity securities. Cumulative. Mandatory deferral None Change of control None Refunding – redemption It is Dong's intention not to redeem the securities unless ordinary shares or pari passu securities with identical maturity, ranking, deferral and replacement language have been issued by Dong or any subsidiary in the preceeding 12 months. Events of default Bankruptcy Other None Source: Company data, HSBC Global Research

564

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Eurofins Scientific Bond Coupon type

Maturity

Issuer

Guarantor

Out amt

Type

Fixed to floating

Perp

Eurofins Scientific

None

EUR100m

Optional cumulative

Fixed coupon

Floating

Equity credit

8.081% fixed (annually) until 22 May 2014

3m Euribor + 620bp (payable quarterly). Represents a 250bp step up

Unrated

Call Callable at par, in full only, on 22 May 2014 and each quarter thereafter or at any time following a change of control event (see below). The issuer can also redeem the bonds in full at the greater of par and its make-whole amount for certain tax and accounting reasons. Subordination Deeply subordinated, unsecured. Pari passu with all other present and future deeply subordinated bonds of the issuer but junior to titres participatifs/prêts participatifs, ordinary subordinated obligations and unsubordinated obligations. Rank in priority to any classes of share capital securities. Optional coupon deferral The issuer may defer interest payment provided the issuer has not paid a dividend or other distribution. Deferred interest is cumulative. Deferred coupons paid from the ACSM and/or issue of new parity securities. Mandatory deferral None Change of control If a change of control (>50%) occurs and Eurofins has no investment grade rating on the date of change of control, then the notes are callable at par plus accrued interest. Refunding – redemption None Events of default None Other None Source: Company data, HSBC Global Research

565

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Eurogate Bond Coupon type

Maturity

Issuer

Guarantor

Out amt

Type

Fixed to floating

Perp

Eurogate GmbH & KGaA, KG

None

EUR150m

Optional cumulative

Fixed coupon

Floating

Equity credit

6.75% fixed (annually) until 28 May 2017

3m Euribor + 440bps (payable quarterly). Unrated Represents a 200bp step up

Call Callable at the greater of par plus accrued interest minus outstanding interest arrears, in full only, on 28 May 2017 and each quarter thereafter or at any time. Call at par or make-whole following a gross-up event or a change of control event (see below) and also for certain tax and accounting reasons. Subordination Deeply subordinated, unsecured. Junior to all other unsubordinated and subordinated creditors. Optional coupon deferral Optional deferral at the sole discretion of the issuer. Deferred interest is cumulative and payable when: 1) the issuer has declared or made any distribution to a limited partner (Kommanditist) or common dividends are resumed; 2) the issuer has made or declared any distribution to an unlimited partner (Komplementaer); 3) payments are made by the issuer or any subsidiary on parity or junior securities; 4) repurchases of parity or junior securities; and 5) the issuer enters into a liquidation, winding up or dissolution. Mandatory deferral None Change of control If a change of control (management power in the issuer or in an unlimited partner) occurs and the company has no investment grade rating on the date of change of control, then the notes are callable at the higher of par or makewhole amount (sum of the present values as at the date of redemption of par plus remaining scheduled payments excluding the first call date). Refunding – redemption None Events of default Liquidation, winding-up, dissolution (other than for the purposes of re-organisation or restructuring while solvent). Other None Source: Company data, HSBC Global Research

566

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Henkel Bond Coupon type

Maturity

Issuer

Fixed to floating

25 Nov 2104 Henkel KGaA

Guarantor

Out amt

Type

None

EUR1,300m


Fixed coupon

Floating

Equity credit

5.375% fixed (annually) until 25 November 2015

3m EUR + 285bp floating (quarterly) thereafter. Represents a 100bp step up (issued at 3m EUR + 185bp)

S&P (50%), Fitch (25%)

Call Callable at par, in full only, on 25 November 2015 and each quarter thereafter. The issuer can also redeem the bonds in whole at the higher of 1) par, or 2) the price at which the bond’s yield to call is equal to bunds + 75bps – if a tax event/gross-up event occurs before 25 November 2015. In each case, a call is subject to the conditions of the replacement provision below. Subordination Deeply subordinated, unsecured. Junior to all but shareholders of the issuer. Optional coupon deferral Optional deferral if cash flow from operations (before working capital changes) is less than 20% of pension-adjusted net debt (and including half of the principal amount of the bonds). Deferred interest is cumulative and payable in cash at the earlier of: 1) the resumption of dividend payments to holders of equity or parity/junior securities; and 2) five years. Mandatory deferral Mandatory deferral if cash flow from operations (before working capital changes) is less than 15% of pension-adjusted net debt (and including half of the principal amount of the bonds). Deferred interest is cumulative and payable at the earlier of: 1) the resumption of dividend payments to holders of equity or parity/junior securities; and 2) five years. Payment cannot be made in cash but instead only using proceeds from the issuance of preferred shares or through PIK. Change of control None Refunding – redemption Replacement provision stating Henkel's intention if it chooses to call the current issue is to do so using the proceeds from 1) common equity/preferred shares, or 2) securities that have a maturity of at least 99 years, rank pari passu to the bonds, have equal or greater equity credit, have the same or similar coupon deferral terms, contain an identical capital replacement provision, and can be issued in the six months prior to redemption. Events of default None except insolvency and liquidation. Other No cross-default clause. Source: Company data, HSBC Global Research

567

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Linde Bond Coupon type

Maturity

Issuer

Guarantor

Out amt

Type

Fixed to floating

14 Jul 2066

Linde Finance BV

Linde AG

EUR700m

Optional cumulative

Fixed coupon

Floating

Equity credit

7.375% fixed (annually) until 14 July 2016

3m Euribor+412.5bp per annum (payable S&P (50%) quarterly). Represents a 100bp step up

Call Callable at par, in full only, on 14 July 2016 and on any floating interest payment date thereafter. The issuer can also redeem the bonds if the following events occur before 14 July 2016: gross-up event (at par), a capital event/tax event/accounting event (at the higher of par or make-whole), a BOC event (at 101%), a conversion event (at the higher of par or the special make-whole amount) or clean-up (outstanding amount <25%) (at par). Callable at par in the case of a change of control; if not called, interest steps up by 5% per annum. Subordination Deeply subordinated, unsecured. Junior to all but shareholders of the issuer. Optional coupon deferral The issuer may defer interest payment unless: 1) Linde AG has declared or paid a dividend or bought back shares or made a payment of any nature on or in respect of any parity securities or junior securities; 2) or if it so decides. Deferred coupons paid through the issuance and/or sale of ordinary shares up to 2% of its outstanding share capital. Mandatory deferral None Change of control None Refunding – redemption Replacement provision stating Linde's intention to redeem the bonds by using the proceeds from securities dated 60 years or more, or common equity issued by the parent/financial vehicle. The issue replacing the notes must have the same terms and conditions regarding deferral, call, step up and replacement, and be issued in the six months prior to redemption. The replacement clause will also apply if Linde redeems the notes as a result of a change in rating agencies’ perception of its equity content, or of any adverse material change in tax and accounting treatment. This does not apply in the event of the conversion to equity of Linde's outstanding EUR550m 2009 convertible bond. Events of default Non-payment, insolvency, liquidation or if the guarantee ceases to be in full force. Other No cross-default clause. Source: company data, HSBC Global Research

568

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Maturity

Issuer

Guarantor

Out amt

Type

Fixed to floating

14 Jul 2066

Linde Finance BV

Linde AG

GBP250m

Optional cumulative

Fixed coupon

Floating

Equity credit

8.125% fixed (annually) until 14 July 2016

3m GBP Libor + 412.5bp per annum (payable quarterly), ie 100bp step up

S&P (50%)

Call Callable at par, in full only, on 14 July 2016 and on any floating interest payment date thereafter. The issuer can also redeem the bonds if the following events occur before 14 July 2016: gross-up event (at par), a capital event/tax event/accounting event (at the higher of par or make-whole), a BOC event (at 101%) or clean-up (outstanding amount <25%) (at par). Callable at par in the case of a change of control; if not called, interest steps up by 5% per annum. Subordination Deeply subordinated, unsecured. Junior to all but shareholders of the issuer. Optional coupon deferral The issuer may defer interest payment unless: 1) Linde AG has declared or paid a dividend or bought back shares, or made a payment of any nature on or in respect of any parity securities or junior securities; 2) or if it so decides. Deferred coupons paid through the issuance and/or sale of ordinary shares up to 2% of its outstanding share capital. Mandatory deferral None Change of control None Refunding – redemption Replacement provision stating Linde's intention to redeem the bonds by using proceeds from securities dated 60 years or more, or common equity issued by the parent/financial vehicle. The issue replacing the notes must have the same terms and conditions regarding deferral, call, step-up and replacement, and be issued in the six months prior to redemption. The replacement clause will also apply if Linde redeems the notes as a result of a change in rating agencies’ perception of its equity content, or of any adverse material change in tax and accounting treatment. This clause does not apply in the event of the conversion to equity of Linde's outstanding EUR550m 2009 convertible bond. Events of default For non-payment, insolvency, liquidation or if the guarantee ceases to be in full force. Other No cross-default clause. Source: Company data, HSBC Global Research

569

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Maturity

Issuer

Guarantor

Out amt

Type

Fixed to floating

Perp

Linde Finance BV

Linde AG

EUR400m

Optional cumulative

Fixed coupon

Floating

Equity credit

6% fixed (annually) until 3 July 2013

3m Euribor + 337.5bps (quarterly) thereafter

S&P (50%)

Call Callable at par, in whole only, on 3 July 2013 and each year thereafter. The issuer can also redeem the bonds in whole if a tax event/gross-up event occurs before 3 July 2013. Subordination Subordinated, unsecured. Optional coupon deferral Optional deferral upon no common dividend payment or share buyback. Cumulative. Mandatory deferral None Change of control None Refunding – redemption None Events of default For non-payment, insolvency, liquidation or if the guarantee ceases to be in full force. Other No cross-default clause. Source: Company data, HSBC Global Research

570

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Lottomatica Bond Coupon type

Maturity

Issuer

Fixed to floating

31 Mar 2066 Lottomatica Spa

Guarantor

Out amt

Type

None

EUR750m


Fixed coupon

Floating

Equity credit

8.25% fixed (annually) until 31 March 2016

6m EUR + 505bp floating (semi-annually) S&P (50%) thereafter. Represents a 100bp step up (issued at 6m EUR + 405bp)

Call Callable at par, in full only, on 31 March 2016 and semi-annually thereafter. The issuer can also redeem the bonds in whole at par if a gross-up event occurs before 31 March 2016, and at the higher of: 1) par, or 2) the price at which the bond's yield to call is equal to bunds + 75bp, if a tax event occurs before 31 March 2016. In each case, a call is subject to the conditions of the replacement provision below. Subordination Deeply subordinated, unsecured. Junior to all but shareholders of the issuer. Optional coupon deferral Optional deferral at the sole discretion of the issuer. Optionally deferred interest is cumulative; within the following five-year period, this is payable in cash at the earlier of: 1) the resumption of interest payments to the bondholders; 2) the resumption of dividend payments to holders or redemption of equity or parity/junior securities. Beyond the fiveyear period, accumulated optionally deferred interest becomes old optionally deferred interest. Mandatory deferral Mandatory deferral if the coverage ratio is less than or equal to 1.35x, where the coverage ratio = ( EBITDA + ESOP cash flow - capex - taxes paid ) / interest expense. Mandatorily deferred interest and old optionally deferred interest is cumulative and payable in cash at the earlier of: 1) seven business days after the issuer receives proceeds from an equity sale, and 2) 10 years. While there is unpaid mandatorily deferred interest and old optionally deferred interest, the issuer cannot redeem junior/parity securities or equity and cannot make dividend payments on junior/parity securities (capital restriction clause). Also, in the event of the issuer's shares being suspended from trading as a result of social/economic/political issues involving the Republic of Italy, UK, or USA, then the issuer is not obliged to pay mandatorily deferred interest and old optionally deferred interest. Change of control A change of control (CoC) call event is defined as a CoC (defined as any person(s) acting in concert to acquire 50% of the issuer's share capital or voting rights) and a consequent 1) downgrade to Ba1/BB+ or below by Moody’s or S&P, or 2) withdrawal of the corporate family rating/corporate credit rating. If this occurs before 31 March 2006, the issuer may call the bonds at the price at which the bond’s yield to call is equal to bunds + 75bp; if this occurs after, the issue may call the bonds at par. If the issuer opts not to call the bonds, then there is a coupon step up of 500bp.

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Bond Refunding – redemption Replacement provision stating Lottomatica's intention if it chooses to redeem the current issue is to do so using the proceeds from: 1) equity, or 2) securities that have substantially the same terms as the bonds, and issued in the six months prior to redemption. Events of default Events of default include: failure to pay optionally deferred interest within 15 business days of the payment due date, failure to pay mandatorily deferred interest within 10 years of the payment due date, or a breach of the capital restriction clause. Other No cross-default clause. Source: Company data, HSBC Global Research

572

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Michelin Bond Coupon type

Maturity

Issuer

Guarantor

Fixed to floating

12 Mar 2033 Compagnie Generale None des Etablissements Michelin

Out amt

Type

EUR226m

Optional cumulative

Fixed coupon

Floating

Equity credit

6.375% (annually) until 3 December 2013

3m Euribor + 295bp (quarterly) thereafter S&P (0%)

Call Callable at par, in whole, on 3 December 2013 and until maturity. The issuer can also redeem the notes without limit as to price or quantity, either by way of a buyback (on or off market), or by means of a public offer and/or exchange offer. Subordination Subordinated, unsecured. Pari passu with all other lowest ranking subordinated obligations of CGEM (ie ranking behind prets participatifs/titres participatifs). Optional coupon deferral Optional deferral upon no common dividend payment. Cumulative. Mandatory deferral None Change of control None Refunding – redemption None Events of default None Other None Source: Company data, HSBC Global Research

573

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Pfleiderer Bond Coupon type

Maturity

Issuer

Fixed to floating

Perp

Guarantor

Out amt

Type

Pfleiderer Finance BV Pfleiderer

EUR275m

Optional cumulative

Fixed coupon

Floating

Equity credit

7.125% fixed (annually) until 14 August 2014


Fitch (75%)

Call Callable at par, in full only, on 14 August 2014 and each quarter thereafter or at any time following a change of control event (see below). The issuer can also redeem the bonds in full at par and in case of a gross-up event or minimal redemption amount. The issuer can also, at any time, call the bonds in full in the case of a capital event, accounting event, tax event or rating withdrawal (at the greater of par and the make-whole amount). Subordination Deeply subordinated, unsecured. Junior to all other unsubordinated and subordinated creditors. Optional coupon deferral Optional deferral at the sole discretion of the issuer. Deferred interest is cumulative. Any outstanding distributions must be settled within one year of the earlier of: 1) when common dividends are resumed; 2) when payments are made on parity or junior securities; 3) when parity or junior securities are repurchased; and 4) when cash payments are resumed. If none of these events have happened by year 7, the company will use its best efforts to settle via the ACSM. Distributions can only be settled by issuing common shares (new or treasury) or parity and/or junior securities with no maturity, callable with intent-based replacement language, and non-cum coupon deferral. Mandatory deferral None Change of control If there is a change of control (>50%) and/or rating withdrawal, the coupon steps up by 500bp per annum. Refunding – redemption Permanent funding of the group. If the bonds are called, the guarantor intends to make available to the issuer for the purposes of such redemption proceeds raised through the issuance or sale of shares and/or the issuance of new hybrid capital securities with at least similar equity credit within a period of six months before redemption. Events of default None Other No negative pledge and no cross-default with the rest of the group's indebtedness. Source: Company data, HSBC Global Research

574

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Rexam Bond Coupon type

Maturity

Issuer

Fixed to floating

29 Jun 2067 Rexam plc

Guarantor

Out amt

Type

None

EUR750m

Optional cumulative

Fixed coupon

Floating

Equity credit

6.75% fixed (annually) until 29 June 2017


S&P (50%)

Call Callable at par, in full only, on 29 June 2017 and each quarter thereafter. The issuer can, at any time, call the bonds in full at par in the case of gross-up or change of control events, at the greater of par and the make-whole amount in the case of capital, accounting or tax events, and at 101 in the case of an acquisition event (no acquisition of OI Plastics FTS). Subordination Deeply subordinated, unsecured. Junior to all other senior creditors. Optional coupon deferral Optional deferral at the sole discretion of the issuer. Deferred interest is cumulative and payable in cash at the earlier of resumption of shareholder distributions or five years. Mandatory deferral Mandatory deferral if the ratio of adjusted net debt/adjusted EBITDA exceeds 5.5x at the previous determination date or 4.5x at each of the four previous such dates. Mandatory deferred interest can be settled only through the proceeds from equity, warrants or hybrid issuance. Change of control If a change of control (>50%) results in a rating downgrade to non-investment grade (senior unsecured) and the bonds are not called, the coupon steps up by 500bp per annum. Refunding – redemption Replacement provision stating Rexam's intention if it chooses to call the current issue is to use the proceeds from the issuance of securities that are pari passu with, or junior to, the called bonds, or by common equity issued by Rexam or a financial vehicle. The issue replacing the notes must have the same terms and conditions regarding deferral, call, step up and replacement, and be issued in the six months prior to redemption. Events of default Winding-up, bankruptcy and insolvency of issuer. Deferral is not an event of default except if optional deferred interest amounts remain unpaid for five years and if mandatorily deferred amounts remain unsettled for 10 years. Other No negative pledge. Source: Company data, HSBC Global Research

575

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Siemens Bond Coupon type

Maturity

Issuer

Guarantor

Fixed to floating

14 Sept 2066 Siemens Financier- Siemens AG ingsmaatschappij NV

Out amt

Type

EUR900m


Fixed coupon

Floating

Equity credit

5.25% fixed (annually) until 14 Septembre 2016

3m Euribor + 225bp per annum (payable S&P (50%) quarterly). Represents a 100bp step up

Call Callable at par, in full only, on 14 September 2016 and on any floating interest payment date thereafter. The issuer can also redeem the bonds in the case of a gross-up event (at par), a capital event/tax event (at the higher of par or make-whole), a conversion event (applies if more than 60% of the 2010 convertible bonds is converted, call at the higher of par or the special make-whole amount), or clean-up (outstanding amount <25%) (at par). Subordination Subordinated, unsecured. Junior to all but shareholders of the issuer. Optional coupon deferral The issuer may defer interest payment unless: 1) the issuer or guarantor has declared or paid a dividend or bought back shares, or made a payment of any nature on or in respect of any parity securities or junior securities; 2) or if it so decides. Deferred coupons are paid through the issuance of junior securities or parity securities. They are cumulative and payable at the earlier of resumption of dividend payments or share repurchases, or five years. Mandatory deferral Mandatory if (cash flow from operations + gross interest) / gross interest <3x. Deferred coupons may be paid by ACSM. Change of control None Refunding – redemption Siemens intends to redeem the bonds by using proceeds from securities dated 60 years or more, or common equity. The issue replacing the notes must have the same terms and conditions regarding deferral, call, step up and replacement, and be issued in the six months before redemption. This also applies if Siemens calls the bonds as a result of a change in rating agencies’ perception of its equity content, or of any adverse material change in tax/accounting treatment. Does not apply in the case of conversion to equity of at least 60% of the EUR2.5bn 2010 convertible bond. Events of default Liquidation, winding-up, dissolution or insolvency of issuer and guarantor. Other No negative pledge and no cross-default with the rest of the group's indebtedness. Source: Company data, HSBC Global Research

576

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Siemens Bond Coupon type

Maturity

Issuer

Guarantor

Fixed to floating

14 Sept 2066 Siemens Financier- Siemens AG ingsmaatschappij NV

Out amt

Type

GBP750m


Fixed coupon

Floating

Equity credit

6.125% fixed (annually) until 14 September 2016

3m GBP Libor + 225bp pa (payable quarterly). Represents a 100bp step up

S&P (50%)

Call Callable at par, in full only, on 14 September 2016 and on any floating interest payment date thereafter. The issuer can also redeem the bonds in the case of a gross-up event (at par), a capital event/tax event (at the higher of par or make-whole), a conversion event (applies if more than 60% of the 2010 convertible bonds is converted, call at the higher of par or the special make-whole amount), or clean-up (outstanding amount <25%) (at par). Subordination Subordinated, unsecured. Junior to all but shareholders of the issuer. Optional coupon deferral The issuer may defer interest payment unless: 1) the issuer or guarantor has declared or paid a dividend, or bought back shares, or made a payment of any nature on or in respect of any parity securities or junior securities; 2) or if it so decides. Deferred coupons are paid through the issuance of junior securities or parity securities. They are cumulative and payable at the earlier of resumption of dividend payments or share repurchases, or five years. Mandatory deferral Mandatory if (cash flow from operations + gross interest)/gross interest <3x. Deferred coupons may be paid by ACSM. Change of control None Refunding – redemption Siemens intends to redeem the bonds by using proceeds from securities dated 60 years or more, or common equity. The issue replacing the notes must have the same terms and conditions regarding deferral, call, step-up and replacement, and be issued in the six months before redemption. This also applies if Siemens calls the bonds as a result of a change in rating agencies’ perception of its equity content, or of any adverse material change in tax/accounting treatment. It does not apply in the case of conversion to equity of at least 60% of the EUR2.5bn 2010 convertible bond. Events of default Liquidation, winding-up, dissolution or insolvency of issuer and guarantor. Other No negative pledge and no cross-default with the rest of the group's indebtedness. Source: Company data, HSBC Global Research

577

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Solvay Bond Coupon type

Maturity

Issuer

Guarantor

Fixed to floating

02 Jun 2104 Solvay Finance SA Solvay SA

Out amt

Type

EUR500m

Optional cumulative

Fixed coupon

Floating

Equity credit


3m Euribor + 3.35% per annum (payable quarterly)

S&P (50%)

Call Callable at par, in full only, on 2 June 2016 and each year thereafter. The issuer can also redeem the bonds in full at the greater of par and its make-whole amount for tax reasons. Subordination Deeply subordinated, unsecured. Pari passu with all other present and future parity securities of the issuer but subordinated to titres participatifs/prets participatifs, ordinary subordinated obligations and unsubordinated obligations. Optional coupon deferral The issuer may defer interest payment unless: 1) the issuer or guarantor has declared or paid a dividend, or bought back shares, or made a payment of any nature on or in respect of any parity securities or junior securities, or 2) if it so decides. Deferred coupons are: 1) paid through the issuance of new ordinary shares up to 2% of its outstanding share capital, and/or the issuance of junior securities or parity securities for up to 25% of the principal amount of the bonds, or 2) cancelled. Cumulative (can only be paid from equity/hybrid issue). Mandatory deferral None Change of control None Refunding – redemption Replacement clause stating that Solvay's "intention if it chooses to call the current issue, is to do so using the proceeds from common equity or from securities ranking pari passu or junior to the notes, with the same terms and conditions, and issued in the six months prior to redemption". Events of default None Other None Source: Company data, HSBC Global Research

578

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Suedzucker Bond Coupon type

Maturity

Issuer

Fixed to floating

Perp

Guarantor

Out amt

Type

Suedzucker Suedzucker AG International Finance BV

EUR500m


Fixed coupon

Floating

Equity credit


3m EUR + 310bp floating (quarterly) thereafter. Represents a 100bp step up (issued at 3m EUR + 210bps)


Call Callable at par, in full only, on 30 June 2015 and each quarter thereafter. The issuer can also redeem the bonds in whole if a tax event/gross-up event occurs before 30 June 2015. All calls subject to the replacement clause below. Subordination Deeply subordinated, unsecured. Junior to all but shareholders of the issuer and guarantor. Optional coupon deferral Optional deferral if no dividend payment or share buyback is announced at the most recent AGM. Deferred coupon is cumulative. Mandatory deferral Mandatory deferral if Suedzucker AG's FFO is <5% of its revenue, then the coupon can be deferred. The issuer has the right but not the obligation to make the payment within a year after, provided only that sufficient cash has been raised through share sales in the period starting six months before the coupon date. Payments can be made on any other instrument without making coupon payments for this bond. Change of control None Refunding – redemption Replacement clause allows for calls only provided that the guarantor or any group entity has issued 1) parity and/or junior securities under terms and conditions similar to those of the bonds; and/or (2) shares, in the 12 months preceding this redemption. Events of default Liquidation, winding-up, dissolution. Excludes cases where the purpose is for restructuring. Other Limitation on additional subordinated indebtedness, which would rank junior to the bonds. Source: Company data, HSBC Global Research

579

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TenneT Bond Coupon type

Maturity

Issuer

Fixed to floating

Perpetual

Guarantor

Out amt

Type

TenneT Holding B.V. None

EUR500m

Optional cumulative

Fixed coupon

Coupon adjustments

Equity credit


Fixed rate of 5-year swap rate + 3.6% (annually) from 01 June 2017 to 01 June 2022; Floating rate of 6-month Euribor + 4.6% (semi-annually) from 01 June 2022 (the step-up date)

S&P (50%)

Call features Callable at par in whole, but not in part, on 1 June 2017, 1 June 2022 or on any coupon date after this date (1 June and 1 December) on giving not less than 30 nor more than 60 days’ notice. Also callable: at par for taxation reasons; at the early redemption amount if before 1 June 2022, or at par if afterwards for accounting reasons (ie the notes are no longer classified as ‘equity’ under IFRS); at the early redemption amount if before 1 June 2022 or at par if afterwards for rating reasons (ie the notes no longer receive the same equity credit from the rating agencies as at issuance); and at par for change of control reasons (ie the Netherlands ceases to hold more than 50% of the share capital and voting rights of the issuer). The early redemption amount means the greater of par and the make-whole amount. Subordination Subordinated, unsecured. Junior to all other unsubordinated and subordinated creditors. Optional coupon deferral The issuer may at its discretion defer interest payments provided that no dividends on ordinary and preferred shares have been paid in the preceding three months. Deferred interest (‘arrears of interest’) is cumulative and may be paid, in whole or in part, at any time. Deferred interest shall be paid on the first to occur of the following: (i) the coupon payment date immediately following a mandatory payment event (ie a dividend payment); (ii) the date on which the notes are redeemed as part of a winding-up or issuer’s call. Mandatory deferral None Change of control In the event of a change of control, if the issuer has not redeemed the bonds, the coupon increases by 500bp.

580


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Bond Refunding – redemption The issuer intends to repay the principal amount of the notes with the net proceeds from the sale/issuance of securities with equity credit that is equal to or greater than that of these notes. A replacement capital covenant (RCC) was entered into for the benefit of holders of rated debt ranking senior to these notes. The RCC stipulates that the issuer may not redeem any of the notes between 02 June 2017 and the RCC termination (in any event on 2 June 2037 or earlier, subject to certain conditions) unless: (i) the amount of equity credit removed by the reduction in principal amount of the notes outstanding does not exceed 10% of the principal amount of the notes and any other debt with at least the same equity credit from S&P; or (ii) the principal amount of the redeemed notes is less than the sum of 200% of the aggregate amount of net cash proceeds from the sale of new shares and 100% of the aggregate amount of net cash proceeds from the issuance of new debt. This new debt must mature no sooner than 2 June 2037; rank pari passu with or junior to the notes; not be redeemable within five years of its issue; not contain a step-up within five years of its issue; and permit interest deferral. Events of default None Other None Source: Company data, HSBC

581

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Vattenfall Bond Coupon type

Maturity

Issuer

Fixed to floating

Perp

Guarantor

Out amt

Type

Vattenfall Treasury Vattenfall AB AB

EUR1,000m

Non cumulative mandatory/cumulative optional

Fixed coupon

Floating

Equity credit

5.25% annually until 29 June 2015

3m EUR + 295bp thereafter


Call Callable on 29 June June 2015 and any interest payment date thereafter at par plus accrued interest. Tax call at make-whole plus accrued interests. Subordination Subordinated, unsecured. Ranks in priority to all classes of share capital and any issuer obligations ranking junior by their terms. Ranks junior to unsubordinated creditors and subordinated obligations ranking senior by their terms. Optional coupon deferral The issuer may defer interest payment unless: 1) the guarantor has declared or paid a dividend or bought share capital, or 2) securities ranking junior to the guarantee or the issuer has made payment on securities ranking pari passu to the capital securities. Cumulative. Mandatory deferral Mandatory: if Vattenfall’s (FFO+interest paid)/interest paid ratio falls below 2.5x in the most recent annual audited statements, the issuer will not pay interest on the next payment date until compliance is restored. For 12 months after a non-payment date, the guarantor will not: 1) propose to pay dividends or make payment on securities junior to the capital securities; 2) buy nor redeem any of its capital or obligations junior to the capital securities. Non cumulative. Change of control None Refunding – redemption It is Vattenfall's intention to redeem the capital securities with proceeds from the issuance of securities of equal ranking and characteristics or equity. Events of default Default on interest and principal lasting more than 30 days/bankruptcy or liquidation/dissolution/the guarantee ceases to be in full force. Other The issuer and the guarantor do not intend to issue any security ranking junior to the capital securities as long as these are outstanding. Source: Company data, HSBC Global Research

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Vinci Bond Coupon type

Maturity

Issuer

Guarantor

Out amt

Type

Fixed to floating

Perp

Vinci

None

EUR500m

Optional noncumulative

Fixed coupon

Floating

Equity credit

6.25% fixed (annually) until 13 November 2015

3m Euribor+3.75% per annum (payable quarterly)

S&P (50%)

Call Callable at par, in full only, on 13 November 2015 and each year thereafter. The issuer can also redeem the bonds in full at the greater of par and its make-whole amount for certain tax and accounting reasons. Subordination Deeply subordinated, unsecured. Pari passu with all other present and future deeply subordinated obligations of the issuer but subordinated to titres participatifs/prets participatifs, ordinary subordinated obligations and unsubordinated obligations. Optional coupon deferral The issuer may defer interest payment provided: 1) the issuer has not declared a dividend or made a payment of any nature on its equity securities or redeemed, repurchased, repaid or otherwise acquired any equity securities (defined as share capital securities, deeply subordinated obligations, non-convertible securities ranking pari passu or junior to the notes), subject to exceptions such as employee share option plans. The interest payment provisions are non-cumulative. Mandatory deferral None Change of control None Refunding – redemption Replacement clause stating that Vinci's "intention if it chooses to call the current issue, is to do so using the proceeds from common equity or from securities ranking pari passu or junior to the notes, with the same terms and conditions, and issued in the six months prior to redemption". Events of default None Other None Source: Company data, HSBC Global Research

583

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Wienerberger Bond Coupon type

Maturity

Issuer

Guarantor

Out amt

Type

Fixed to floating

Perp

Wienerberger AG

None

EUR500m

Optional cumulative

Fixed coupon

Floating

Equity credit

6.5% fixed (annually) until 09 February 2017

3m Euribor + 325bp per annum (payable S&P (50%) quarterly). Represents a 100bp step up

Call Callable at par, in full only, on 9 February 2017 and each quarter thereafter. The issuer can at any time call the bonds in full in the case of gross-up (at par), capital, accounting or tax events (at the greater of par and the makewhole amount). Subordination Deeply subordinated. Junior to all senior and subordinated debt obligations. Optional coupon deferral At the sole discretion of the issuer. Deferred interest is cumulative and payable within one year of the earlier of when: 1) common dividends are resumed; 2) payments are made on parity/junior securities; 3) repurchases of parity/junior securities; and 4) when cash payments are resumed. If none of these events have happened by year 5, the company will use its best efforts to settle via the ACSM. Distributions can only be settled by issuing common shares or parity and/or junior securities with a 99-year maturity, callable with intent-based language, mandatory deferral, non-cum. Mandatory deferral None Change of control If a change of control (>30%) occurs and the senior rating is cut to non-investment grade then: 1) the notes are callable at par plus accrued interest; 2) if the issuer elects not to redeem the notes, the coupon steps-up by 500bp. Refunding – redemption Wienerberger intends to call the bonds by using the proceeds from securities that are pari passu with, or junior to, the called bonds, or by common equity. The issue replacing the notes must have the same terms and conditions regarding deferral, call, step up and replacement, and be issued in the six months before redemption. This also applies if Wienerberger calls the bonds as a result of a change in rating agencies’ perception of its equity content, or of any adverse material change in tax and accounting treatment. Events of default Liquidation, winding-up, dissolution (other than for the purposes of re-organisation or restructuring). Other No negative pledge and no cross-default with the rest of the group's indebtedness. Source: Company data, HSBC Global Research

584


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Glossary

585


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Call features Non-callable – The issuer may not redeem the bond before the stated maturity for any reason. However, in all cases for all bonds listed in this report, the issuer retains the right to call the bonds should there be a change in tax law. Specifically, the bond could be called at par if a tax law change would require the issuer to ‘gross up’ interest payments to offset withholding taxes. Spens call – Where sterling issues are callable, the call is typically a Spens call. A Spens call price is set at the price that will generate a yield to the investor which is the higher of par, or a price that will generate a yield equivalent to that of the given reference government bond (gilt) (or a comparable substitute if the stated government bond is no longer outstanding). The objective is to provide some compensation to bondholders for the reinvestment risk associated with the call feature. Callable bonds issued in the US market or by North American issuers may have a ‘make-whole’ feature, which is typically the yield on a stated government bond plus some additional spread.

Negative pledge Negative pledge provisions are designed to maintain the pari passu ranking of unsecured bonds in the capital structure. While negative pledges have become increasingly standard for all bond issuers, there are some issues that still do not include them. For the vast majority that do include negative pledges, investors should review the language carefully, however, as language continues to be far from standard. As a result, the degree of protection provided to bondholders can vary quite substantially. For example, negative pledges included in UK and European issues nearly always include only debt traded on public

586


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exchanges, ie, they do not cover bank debt. US negative pledges (or limitations on liens) typically use a broader definition of debt. This is mainly because of the lower reliance of US issuers on bank debt and the difference in legal bankruptcy frameworks between the US and Europe. In the latter region, banks play a key role in supporting financially-troubled companies and act as lenders of last resort to prevent liquidity crises and bankruptcy. Issuers are thus logically more reluctant to include bank debt in their negative pledge provisions. Also, negative pledge clauses often exclude a minimum amount of secured debt. Although the size of this layer may vary as well, it typically does not exceed 30% in the US. Another common exclusion is secured debt issued with a maturity beyond the maturity of the issue, as are project finance and secured debt issued by acquired subsidiaries. Another common ‘trick’ is to exempt debt issued in the home currency (often at the end of a very long paragraph). The result of all of these exclusions and exceptions is that many negative pledges are ineffective and a waste of good ink. Finally, bondholders should be aware that negative pledges also generally do not protect against off-balance sheet financing structures, such as securitisation of future cash flows.

Bondholder put An investor put offers relatively effective protection against event risk and can significantly reduce the downside potential of bondholders. Although there can be some variation, the typical investor put is at par and can be exercised in case of a put (or restructuring) event resulting in a credit deterioration of the issuer. The put event can be defined as a change of control (CoC), substantial asset sales, or significant cash returns to shareholders in the form of share buybacks or dividends. 587


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Should a put event occur, the investor put is not immediate. First, an independent financial advisor must certify that the put event is in fact materially prejudicial to bondholder interests. If it is not, there is no further action. If it is deemed materially prejudicial (negative certification), and within a designated period of time (put, CoC or restructuring period), there is a rating downgrade (or a negative rating event), only then are the bonds puttable. A rating downgrade is generally defined as either the withdrawal of a rating or a downgrade to below investment grade, or if the security is already rated below investment grade, then a further full rating notch downgrade. If there are no rated securities at the time of the put or restructuring event, then a negative rating event may occur if the issuer has not, within a certain amount of time (varies by issue), obtained an investment grade rating on the bonds or other unsecured debt of the issuer. In logical terms:

Put event occurs 

If deemed materially prejudicial (‘negative certification’) and (rating downgrade or negative rating event)



Then bondholder put



Otherwise no bondholder put (not very meaningful protection)

Covenants This section includes the description of any financial or other covenants provided under the terms of the issue. Financial covenants are more common on longer-dated issues. Breaching a covenant does not trigger a call (whether at Spens or otherwise) or an investor put. Rather, covenants protect bondholders via the default mechanism. A breach of a covenant is an event of default. Should a covenant be breached and not ‘cured’ during any 588


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prescribed remedy period, the bonds are technically in default. When bondholders are represented by a trustee, the latter should decide whether the event is materially prejudicial to the bondholders’ interests, often based on legal and financial advice. It may then at its discretion accelerate the issue, ie, declare that the principal is repayable immediately rather than on the maturity date. Triggering accelerated payment of obligations could in turn force the issuer into insolvency. In an insolvency situation, bondholders may not get full repayment of the funds due to them. As a practical matter, an issuer that is about to breach a covenant will seek to avoid a technical default. Actions might include a request for a waiver or modification to the terms and conditions of the bond, or if it has the financial resources to do so, the issuer can tender for the bonds in the open market or call the issue if it is callable. Trustees play an important role in the process described above. They monitor compliance by the issuer of its obligations, have discretion to agree any modifications to existing terms, waive defaults and enforce covenants. Typical bond issues permit trustees to assume that the issuer is complying with its obligations unless they have received notice to the contrary from the issuer. Also, trustees are allowed to approve modifications or waive defaults, which in their opinion are not materially prejudicial to bondholders. Bond issues also permit trustees to hold off taking action such as accelerating the issue unless they have been indemnified by or on behalf of the holders to their satisfaction against the resultant costs and liabilities.

Other (including coupon step up) In this section we briefly describe any unusual or different events of default. Also, we note the cross-default provisions for each issue. Variations in the description of the threshold before the cross default 589


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provisions kick in can affect the relative degree of protection for bondholders (or potentially increase the likelihood of a technical default if the threshold is very low). The section also describes – when applicable – any coupon step up/down mechanisms that the bond might have. Step up/down mechanisms can be attractive features against the deterioration of an Issuer’s credit quality. None the less, they have the drawbacks of being credit rating linked (rating actions tend to follow rather than precede spread movement) and of reflecting market pricing at the time of issuance.

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Company Index

591

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A

C

A2A.................................................................402 Abertis.............................................................150 Accor...............................................................262 Acea ................................................................405 Adecco ............................................................126 Adidas .............................................................284 ADP ................................................................152 Air France – KLM ..........................................226 Air Liquide........................................................88 Air Products ......................................................90 Akzo Nobel.......................................................91 Alliander .........................................................407 Alstom.................................................................8 America Movil................................................354 Anglian Water Services ..................................512 Anglo American..............................................172 Anheuser-Busch InBev...................................238 ArcelorMittal ..................................................175 Areva...................................................................9 AstraZeneca ......................................................93 AT&T .............................................................355 Atlantia ...........................................................153 Atlas Copco ......................................................10 Auchan............................................................285 Autoroutes Paris Rhin Rhone (APRR) ...........155

Cadbury...........................................................241 Cargill .............................................................130 Carlsberg.........................................................242 Carnival...........................................................263 Carrefour.........................................................288 Casino Guichard-Perrachon............................289 CE Electric......................................................408 Cemex España ..................................................68 Centrica...........................................................491 CEZ.................................................................411 Ciments Français ..............................................69 Cimpor ..............................................................70 Clariant .............................................................99 Coca-Cola Enterprises ....................................245 Coca-Cola Hellenic Bottling...........................246 Compass..........................................................265 CRH ..................................................................71

B BAA................................................................156 BAE Systems ....................................................11 BASF ................................................................94 BAT ................................................................316 Bayer.................................................................97 Belgacom ........................................................356 Bertelsmann ....................................................332 BG...................................................................188 BHP Billiton ...................................................177 BMW ................................................................36 Bord Gais Eireann...........................................490 Bouygues ........................................................128 BP ...................................................................190 Brisa................................................................160 BSkyB.............................................................333 BT ...................................................................357 592

D Daily Mail & General Trust............................335 Daimler .............................................................40 Danone............................................................247 Deutsche Lufthansa ........................................228 Deutsche Telekom ..........................................359 Dong Energy...................................................414 Dow Chemical ................................................100 DSGi ...............................................................291 DSM................................................................101 Dublin Airport Authority................................162 Dwr Cymru .....................................................524

E E.ON ...............................................................416 EADS................................................................12 EDF.................................................................420 EDF Energy Networks....................................423 Edison .............................................................426 EDP.................................................................427 Electricity Supply Board (ESB)......................432 Elia SO............................................................433 Enagas.............................................................496 EnBW .............................................................434

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Endesa.............................................................436 Enel .................................................................437 Eni...................................................................191 ENW ...............................................................440 Ericsson...........................................................337 Eutelsat ...........................................................365 Evonik Industries ............................................103 EWE................................................................442 Experian..........................................................267

F Fiat ....................................................................43 Finmeccanica ....................................................13 FirstGroup.......................................................229 Fonterra...........................................................249 Fortum.............................................................444 Fortune Brands................................................276 France Telecom ..............................................366 Fraport.............................................................163

G

I Iberdrola..........................................................447 Ifil ...................................................................135 Imerys ...............................................................75 Imperial Tobacco ............................................319 InterContinental Hotels...................................269 Investor ...........................................................136 Italcementi ........................................................77 ITV..................................................................338

J Japan Tobacco ................................................325 John Lewis ......................................................292

K K+S .................................................................107 Kingfisher .......................................................295 Klépierre .........................................................216 KPN ................................................................373

G4S .................................................................131 Gas Natural .....................................................497 GDF Suez........................................................501 Gecina .............................................................212 GKN..................................................................15 GlaxoSmithKline ............................................105 Glencore..........................................................178 Go-Ahead........................................................231

L

H

M

Hammerson.....................................................213 Heineken .........................................................251 Henkel.............................................................277 Hera.................................................................445 HJ Heinz .........................................................252 Holcim ..............................................................73 Hutchison Whampoa ......................................132

Maersk ............................................................138 MAN .................................................................48 Marks & Spencer ............................................297 McDonald’s ....................................................270 Merck KGaA ..................................................112 Metro...............................................................300 Metso ................................................................17 Michelin............................................................18 MOL ...............................................................194 Motability .......................................................139

Lafarge..............................................................78 Lagardere SCA ...............................................339 Lanxess ...........................................................108 Linde ...............................................................109 Liz Claiborne ..................................................278 LVMH.............................................................296

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N

S

National Express.............................................232 National Grid ..................................................454 Nederlandse Gasunie ......................................506 Next.................................................................301 Nokia...............................................................340 Northern Ireland Energy Holdings .................463 Northumbrian Water.......................................526 Novartis...........................................................115 NTT.................................................................375

SABMiller.......................................................257 Safeway...........................................................304 Safran................................................................24 Saint-Gobain .....................................................82 Sandvik .............................................................25 Sanofi-Aventis ................................................119 SAP .................................................................346 Scania................................................................55 Schlumberger..................................................199 Schneider Electric.............................................26 Securitas..........................................................142 SEGRO ...........................................................218 SES Global......................................................379 Severn Trent....................................................528 SFR .................................................................380 Shell ................................................................200 Siemens.............................................................28 SingTel............................................................381 Smiths Group ....................................................29 Sodexo ............................................................272 Solvay .............................................................120 South East Water ............................................533 South West Water ...........................................538 Southern Water ...............................................534 SP AusNet.......................................................471 SSE .................................................................472 Stagecoach ......................................................234 Statkraft...........................................................479 StatoilHydro....................................................201 Stora Enso.......................................................208 Suedzucker......................................................258 Suez Environnement.......................................539 Svenska Cellulosa (SCA) ...............................209 Swedish Match................................................327 Syngenta .........................................................121

O OMV ...............................................................195 OTE.................................................................370

P Pearson............................................................341 Pernod Ricard .................................................253 Philip Morris...................................................326 Polo Ralph Lauren ..........................................279 Portugal Telecom............................................376 PPG Industries ................................................116 PPR .................................................................302 Procter & Gamble ...........................................280 PSA ...................................................................49 Publicis ...........................................................343

R REE.................................................................465 Reed Elsevier ..................................................344 REN ................................................................464 Renault..............................................................53 Rentokil...........................................................140 Repsol .............................................................196 Reuters ............................................................345 Rexam .............................................................141 Robert Bosch ....................................................20 Roche ..............................................................117 Rolls Royce.......................................................21 Royal Caribbean Cruises ................................271 RTE EDF Transport........................................425 RWE ...............................................................466

594

T Talisman .........................................................202 Tate & Lyle.....................................................259 Technip ...........................................................203 Telecom Corporation of New Zealand ...........382 Telecom Italia .................................................383 Telefonica .......................................................386

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Telekom Austria .............................................390 Telekom Polska ..............................................396 Telenor............................................................391 TeliaSonera .....................................................392 Telstra .............................................................394 TenneT............................................................480 Terna ...............................................................482 Tesco...............................................................305 TF1..................................................................347 Thales................................................................30 Thames Water.................................................540 Thomas Cook..................................................274 ThyssenKrupp.................................................180 TNT.................................................................143 Tokyo Electric Power .....................................483 Tomkins ............................................................31 Total................................................................204 Toyota ...............................................................56 TVO ................................................................481

U UCB ................................................................123 Unibail Rodamco ............................................221 Unilever ..........................................................281 United Utilities................................................548 UPM................................................................210 Urenco.............................................................124

V Vale.................................................................183 Valeo.................................................................32 Vattenfall ........................................................484 Veolia Environnement ....................................551 Verbund ..........................................................486 Vestas................................................................33 Vinci ...............................................................164 Vivendi ...........................................................348 Vodafone.........................................................397 Volkswagen ......................................................61 Volvo ................................................................65 Votorantim......................................................146

W Wales & West Utilities ...................................508 Wal-Mart.........................................................309 Wendel............................................................147 Wessex Water .................................................554 Wolters Kluwer...............................................350 WPD ...............................................................487 WPP ................................................................351

X Xstrata.............................................................184

Y Yorkshire Water..............................................556

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Hybrids Bayer...............................................................562 Casino Guichard Perrachon ............................563 Dong Energy...................................................564 Eurofins Scientific ..........................................565 Eurogate..........................................................566 Henkel.............................................................567 Linde ...............................................................568 Lottomatica .....................................................571 Michelin..........................................................573

596

Pfleiderer.........................................................574 Rexam .............................................................575 Siemens...........................................................576 Solvay .............................................................578 Suedzucker......................................................579 TenneT............................................................580 Vattenfall ........................................................582 Vinci ...............................................................583 Wienerberger ..................................................584


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Notes

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Notes

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Notes

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Notes

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Disclosure appendix Analyst Certification The following analyst(s), economist(s), and/or strategist(s) who is(are) primarily responsible for this report, certifies(y) that the opinion(s) on the subject security(ies) or issuer(s) and/or any other views or forecasts expressed herein accurately reflect their personal view(s) and that no part of their compensation was, is or will be directly or indirectly related to the specific recommendation(s) or views contained in this research report: Rodolphe Ranouil, Philippe Landroit, Paul Lee, Remus Negoita, Zoe Duong Vu and Laura Maedler

Basis for financial analysis This report is designed for, and should only be utilised by, institutional investors. Furthermore, HSBC believes an investor's decision to make an investment should depend on individual circumstances such as the investor's existing holdings and other considerations. HSBC believes that investors utilise various disciplines and investment horizons when making investment decisions, which depend largely on individual circumstances such as the investor's existing holdings, risk tolerance and other considerations. Given these differences, HSBC has two principal aims in its credit research: 1) to identify long-term investment opportunities based on particular themes or ideas that may affect the future earnings or cash flows of companies on a six-month time horizon; and 2) from time to time to identify trade ideas on a time horizon of up to three months, relating to specific instruments, which are predominantly derived from relative value considerations or driven by events and which may differ from our long-term credit opinion on an issuer. HSBC has assigned a fundamental recommendation structure only for its longterm investment opportunities, as described below. HSBC believes an investor's decision to buy or sell a bond should depend on individual circumstances such as the investor's existing holdings and other considerations. Different securities firms use a variety of terms as well as different systems to describe their recommendations. Investors should carefully read the definitions of the recommendations used in each research report. In addition, because research reports contain more complete information concerning the analysts' views, investors should carefully read the entire research report and should not infer its contents from the recommendation. In any case, recommendations should not be used or relied on in isolation as investment advice.

Definitions for fundamental credit recommendations Overweight: The credits of the issuer are expected to outperform those of other issuers in the sector over the next six months Neutral: The credits of the issuer are expected to perform in line with those of other issuers in the sector over the next six months Underweight: The credits of the issuer are expected to underperform those of other issuers in the sector over the next six months Prior to 1 July 2007, HSBC applied a recommendation structure in Europe that ranked euro- and sterling-denominated bonds and CDS relative to the relevant iBoxx/iTraxx indices over a 3-month horizon.

Distribution of fundamental credit opinions As of 15 September 2010, the distribution of all credit opinions published is as follows:

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___All Covered Companies___

Overweight Neutral Underweight

Companies where HSBC has provided Investment Banking in the past 12 months

Count

Percentage

Count

Percentage

107 303 123

20 57 23

44 97 42

41 32 34

Source: HSBC

Analysts, economists, and strategists are paid in part by reference to the profitability of HSBC which includes investment banking revenues. For disclosures in respect of any company mentioned in this report, please see the most recently published report on that company available at www.hsbcnet.com/research. * HSBC Legal Entities are listed in the Disclaimer below.

Additional disclosures 1 2 3

This report is dated as at 17 September 2010. All market data included in this report are dated as at close 15 September 2010, unless otherwise indicated in the report. HSBC has procedures in place to identify and manage any potential conflicts of interest that arise in connection with its Research business. HSBC's analysts and its other staff who are involved in the preparation and dissemination of Research operate and have a management reporting line independent of HSBC's Investment Banking business. Information Barrier procedures are in place between the Investment Banking and Research businesses to ensure that any confidential and/or price sensitive information is handled in an appropriate manner.

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Disclaimer * Legal entities as at 31 January 2010 Issuer of report 'UAE' HSBC Bank Middle East Limited, Dubai; 'HK' The Hongkong and Shanghai Banking Corporation Limited, HSBC Bank plc Hong Kong; 'TW' HSBC Securities (Taiwan) Corporation Limited; 'CA' HSBC Securities (Canada) Inc, Toronto; 8 Canada Square, London HSBC Bank, Paris branch; HSBC France; 'DE' HSBC Trinkaus & Burkhardt AG, Dusseldorf; 000 HSBC Bank E14 5HQ, United Kingdom (RR), Moscow; 'IN' HSBC Securities and Capital Markets (India) Private Limited, Mumbai; 'JP' HSBC Securities (Japan) Limited, Tokyo; 'EG' HSBC Securities Egypt S.A.E., Cairo; 'CN' HSBC Investment Bank Asia Limited, Telephone: +44 20 7991 8888 Beijing Representative Office; The Hongkong and Shanghai Banking Corporation Limited, Singapore branch; The Fax: +44 20 7992 4880 Hongkong and Shanghai Banking Corporation Limited, Seoul Securities Branch; The Hongkong and Shanghai Website: www.research.hsbc.com Banking Corporation Limited, Seoul Branch; HSBC Securities (South Africa) (Pty) Ltd, Johannesburg; 'GR' HSBC Pantelakis Securities S.A., Athens; HSBC Bank plc, London, Madrid, Milan, Stockholm, Tel Aviv, 'US' HSBC Securities (USA) Inc, New York; HSBC Yatirim Menkul Degerler A.S., Istanbul; HSBC México, S.A., Institución de Banca Múltiple, Grupo Financiero HSBC, HSBC Bank Brasil S.A. - Banco Múltiplo, HSBC Bank Australia Limited, HSBC Bank Argentina S.A., HSBC Saudi Arabia Limited. This document is issued and approved in the United Kingdom by HSBC Bank plc for the information of its Clients (as defined in the Rules of FSA) and those of its affiliates only. It is not intended for Retail Clients in the UK. If this research is received by a customer of an affiliate of HSBC, its provision to the recipient is subject to the terms of business in place between the recipient and such affiliate. In Australia, this publication has been distributed by The Hongkong and Shanghai Banking Corporation Limited (ABN 65 117 925 970, AFSL 301737) for the general information of its “wholesale” customers (as defined in the Corporations Act 2001). Where distributed to retail customers, this research is distributed by HSBC Bank Australia Limited (AFSL No. 232595). These respective entities make no representations that the products or services mentioned in this document are available to persons in Australia or are necessarily suitable for any particular person or appropriate in accordance with local law. No consideration has been given to the particular investment objectives, financial situation or particular needs of any recipient. The document is distributed in Hong Kong by The Hongkong and Shanghai Banking Corporation Limited and in Japan by HSBC Securities (Japan) Limited. In Korea, this publication is distributed by The Hongkong and Shanghai Banking Corporation Limited, Seoul Securities Branch ("HBAP SLS") for the general information of professional investors specified in Article 9 of the Financial Investment Services and Capital Markets Act (“FSCMA”). This publication is not a prospectus as defined in the FSCMA. It may not be further distributed in whole or in part for any purpose. 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The Participating Companies make no guarantee of its accuracy and completeness and are not responsible for errors of transmission of factual or analytical data, nor shall the Participating Companies be liable for damages arising out of any person’s reliance upon this information. All charts and graphs are from publicly available sources or proprietary data. The opinions in this document constitute the present judgement of the Participating Companies, which is subject to change without notice. This document is neither an offer to sell, purchase or subscribe for any investment nor a solicitation of such an offer. This document is intended for the use of institutional and professional customers and is not intended for the use of private customers of the Participating Companies. This document is intended for distribution in the United States solely to “major US institutional investors” as defined in Rule 15a-6 of the US Securities Exchange Act of 1934 and may not be furnished to any other person in the United States. Each major US institutional investor that receives this document by such act agrees that it shall not distribute or provide a copy of the document to any other person. Such recipient should note that any transactions effected on their behalf will be undertaken through HSBC Securities (USA) Inc. in the United States. Note, however, that HSBC Securities (USA) Inc. is not distributing this report, has not contributed to or participated in its preparation, and does not take responsibility for its contents. In Singapore, this publication is distributed by The Hongkong and Shanghai Banking Corporation Limited, Singapore Branch for the general information of institutional investors or other persons specified in Sections 274 and 304 of the Securities and Futures Act (Chapter 289) (“SFA”) and accredited investors and other persons in accordance with the conditions specified in Sections 275 and 305 of the SFA. This publication is not a prospectus as defined in the SFA. It may not be further distributed in whole or in part for any purpose. The Hongkong and Shanghai Banking Corporation Limited Singapore Branch is regulated by the Monetary Authority of Singapore. Recipients in Singapore should contact a "Hongkong and Shanghai Banking Corporation Limited, Singapore Branch" representative in respect of any matters arising from, or in connection with this report. 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Unless governing law permits otherwise, you must contact a HSBC Group member in your home jurisdiction if you wish to use HSBC Group services in effecting a transaction in any investment mentioned in this document. HSBC Bank plc is registered in England No 14259, is authorised and regulated by the Financial Services Authority and is a member of the London Stock Exchange. (070905) © Copyright. HSBC Bank plc 2010, ALL RIGHTS RESERVED. No part of this publication may be reproduced, stored in a retrieval system, or transmitted, on any form or by any means, electronic, mechanical, photocopying, recording, or otherwise, without the prior written permission of HSBC Bank plc. MICA (P) 142/06/2010 and MICA (P) 193/04/2010

[278366]

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Global Fixed Income Research Team Steven Major, CFA Global Head of Fixed Income Research +44 20 7991 5980 [email protected]

Rates

Credit

Europe Keerthi Angammana, CFA +44 20 7991 6701 [email protected]

Europe Ben Ashby Head of Credit Research, Europe +44 20 7991 5475 [email protected]

Subhrajit Banerjee +44 20 7991 6851

[email protected]

Theologis Chapsalis +44 20 7991 6735 [email protected]

Lior Jassur +44 20 7991 1287

[email protected]

Zoe Duong Vu +44 20 7991 5915

[email protected]

Fredrik Dahlqvist +44 20 7991 5983

[email protected]

Leandro Galli +44 20 7991 5979

Olga Fedotova +44 20 7992 3707

[email protected]

[email protected]

R Gopi +91 80 3001 3692

Dominic Kini +44 20 7991 6717

[email protected]

[email protected]

Guy Maycock +44 20 7991 5491

Philippe Landroit, CFA +44 20 7991 6864 [email protected]

[email protected]

Paul Lee +44 20 7991 5912

[email protected]

Laura Maedler +44 20 7991 6790

[email protected]

Ksenia Mishankina +44 20 7992 3703

[email protected]

Remus Negoita +44 20 7991 5975

[email protected]

Johannes Rudolph +49 211 910 2157

[email protected]

Sebastian von Koss +49 211 910 3391 [email protected] Asia André de Silva, CFA Head of Rates Research, Asia-Pacific +852 2822 2217 [email protected] Virgil Esguerra +852 2822 4665

[email protected]

Ki Yong Seong +852 2822 4277

[email protected]

Americas Larry Dyer +1 212 525 0924

[email protected]

Pablo Goldberg +1 212 525 8729

[email protected]

Gordian Kemen +1 212 525 4326

[email protected]

Alejandro Mártinez-Cruz +52 55 5721 2380 [email protected] Jae Yang +1 212 525 0861 Hernan M Yellati +1 212 525 6787

[email protected] [email protected]

Rodolphe Ranouil, CFA +44 20 7991 6855 [email protected] Peng Sun, CFA +44 20 7991 5427

[email protected]

Asia Dilip Shahani Head of Global Research, Asia-Pacific +852 2822 4520 [email protected] Keith Chan +852 2822 4522

[email protected]

Sheldon Chan +852 2822 3232

[email protected]

Yi Hu +852 2996 6539

[email protected]

Louisa Lam +852 2822 4527

[email protected]

Becky Liu +852 2822 4392

[email protected]

Devendran Mahendran +852 2822 4521 [email protected] Mary Ellen Olson +852 2822 4524

[email protected]

Zhiming Zhang +852 2822 4523

[email protected]

Americas Van Hesser Head of Credit Research, US Financial Institutions +1 212 525 3114 [email protected] John Kollar +1 212 525 3118

[email protected]

Anthony McCutcheon +1 212 525 4198 [email protected] Monica A Parekh +1 212 525 4117

[email protected]

Catherine Shinyoung Yim +1 212 525 0191 [email protected]

100916_28253 Corporate Bond Covenant Guide - Remus Negoita A4_F:Layout 1

9/17/2010

1:33 AM

Page 1

European Credit Research September 2010

Philippe Landroit is a fixed income credit analyst who covers the Autos, Consumer Services and Industrials sectors. He began his investment banking career in 1999 and joined HSBC in May 2002. Philippe gained his Chartered Financial Analyst (CFA) designation in 2003.

Corporate Bond Covenants

Philippe Landroit, CFA Analyst HSBC Bank Plc +44 20 7991 6864 [email protected]

Corporate Bond Covenants The Guide

Paul Lee Analyst HSBC Bank Plc +44 20 7991 5912 [email protected] Paul Lee is a fixed income analyst covering the Consumer Goods and Retail sectors. He began his investment banking career with HSBC in 2006, having completed his Masters degree from the University of Cambridge in 2004.

Laura Maedler is a fixed income analyst covering the Telecoms sector. She began her investment banking career in 2006 working in M&A Advisory and joined HSBC in January 2010. Laura completed her Masters degree at the University of Edinburgh in 2005.

European Credit Research

Laura Maedler Analyst HSBC Bank Plc +44 20 7991 6790 [email protected]

Remus Negoita Analyst HSBC Bank Plc +44 20 7991 5975 [email protected] Remus joined HSBC Global Research in September 2007 after receiving a Masters from the University of Paris Pantheon-Assas. He currently focuses on the Autos and Industrials sectors.

Rodolphe Ranouil, CFA Analyst HSBC Bank Plc +44 20 7991 6855 [email protected] Rodolphe Ranouil, covers utilities, energy and infrastructure credits. He began his career with CCF in 1997 and joined the Paris credit research team in 1999. He relocated to London in 2001. Rodolphe earned his Chartered Financial Analyst (CFA) designation in 2003.

Zoe D Vu Analyst HSBC Bank Plc +44 20 7991 5915 [email protected] Zoe joined the European credit research team in September 2009 after initially joining Global Research in September 2008 on the graduate programme. She worked in the EMEA Equity Research team covering Utilities and Global Economics team prior to her current role. Zoe has a bachelor’s degree in Investment and Financial Risk Management from Cass Business School, London.

By Philippe Landroit, Paul Lee, Laura Maedler, Remus Negoita, Rodolphe Ranouil and Zoe D Vu

September 2010

Disclosures and Disclaimer This report must be read with the disclosures and analyst certifications in the Disclosure appendix, and with the Disclaimer, which forms part of it

HSBC - Corporate Bond Covenants - The Guide.PDF

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