9/17/2010
1:33 AM
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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.
Paul Lee
Analyst
HSBC Bank Plc
+44 20 7991 5912
paul.h.b.lee@hsbcib.com
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.
Laura Maedler
Analyst
HSBC Bank Plc
+44 20 7991 6790
laura.maedler@hsbcib.com
Remus Negoita
Analyst
HSBC Bank Plc
+44 20 7991 5975
remus.negoita@hsbcib.com
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.
Zoe D Vu
Analyst
HSBC Bank Plc
+44 20 7991 5915
zoe.d.vu@hsbcib.com
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 bachelors 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.
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
abc
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
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
abc
abc
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
abc
abc
abc
abc
abc
Alstom
Bond
Coupon
Maturity
4%
Issuer
Guarantor
Out amt
Type
None
EUR750m
Senior unsecured
4.125%
None
EUR750m
Senior unsecured
4.5%
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 issuers 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
abc
Areva
Bond
Coupon
Maturity
3.875%
Issuer
Guarantor
Out amt
Type
None
EUR1250m
Senior unsecured
issued under the
companys EUR5bn
EMTN programme
4.375%
None
EUR750m
Senior unsecured
issued under the
companys EUR5bn
EMTN programme
4.875%
None
EUR1000m
Senior unsecured
issued under the
companys EUR5bn
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 or a material subsidiary (>5% of group assets or revenues) on
indebtedness in excess of EUR35m
Source: Company data, HSBC
abc
Atlas Copco
Bond
Coupon
Maturity
Issuer
4.75%
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
10
abc
BAE Systems
Bond
Coupon
Maturity
Issuer
10.75%
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
11
abc
EADS
Bond
Coupon
Maturity
4.625%
5.5%
Issuer
Guarantor
Out amt
Type
EADS NV
EUR1000m
Senior unsecured
issued under the
companys EUR3bn
EMTN programme
EADS NV
EUR500m
Senior unsecured
issued under the
companys EUR3bn
EMTN programme
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
12
abc
Finmeccanica
Bond
Coupon
Maturity
8.125%
8%
Issuer
Guarantor
Out amt
Type
EUR1000m
Senior unsecured
issued under the
companys EUR2.5bn
EMTN programme
GBP400m
Senior unsecured
issued under the
companys EUR2.5bn
EMTN programme
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
13
abc
Finmeccanica
Bond
Coupon
Maturity
5.75%
Issuer
Guarantor
Out amt
Type
EUR500m
Senior unsecured
issued under the
companys EUR1.1bn
EMTN programme
5.25%
EUR600m
Senior unsecured
issued under the
companys EUR3.8bn
EMTN programme
4.875%
EUR500m
Senior unsecured
issued under the
companys EUR2bn
EMTN programme
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
14
abc
GKN
Bond
Coupon
Maturity
Issuer
7%
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
15
abc
GKN
Bond
Coupon
Maturity
Issuer
6.75%
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
16
abc
Metso
Bond
Coupon
Maturity
Issuer
Guarantor
Out amt
Type
None
EUR300m
Senior unsecured
issued under the
companys 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 Moodys 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 Moodys and S&P.
Source: Company data, HSBC
17
abc
Michelin
Bond
Coupon
Maturity
Issuer
Guarantor
Out amt
6.5%
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
18
abc
Michelin
Bond
Coupon
Maturity
Issuer
Guarantor
Out amt
Type
Senior unsecured
issued under the
companys 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
19
abc
Robert Bosch
Bond
Coupon
Maturity
3.75%
Issuer
Guarantor
Out amt
Type
EUR700m
Senior unsecured
issued under the
companys EUR3bn
EMTN programme.
4.375%
EUR750m
Senior unsecured
issued under the
companys EUR2bn
EMTN programme
5.125%
EUR600m
Senior unsecured
issued under the
companys EUR3bn
EMTN programme.
5%
EUR300m
Senior unsecured
issued under the
companys EUR3bn
EMTN programme
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
20
abc
Rolls Royce
Bond
Coupon
Maturity
Issuer
7.375%
Guarantor
Out amt
Type
Senior unsecured
issued under the
companys 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
21
abc
Rolls Royce
Bond
Coupon
Maturity
Issuer
4.5%
Guarantor
Out amt
Type
Senior unsecured
issued under the
companys
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
22
abc
Rolls Royce
Bond
Coupon
Maturity
Issuer
6.75%
Guarantor
Out amt
Type
Senior unsecured
issued under the
companys
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 Moodys.
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
23
abc
Safran
Bond
Coupon
Maturity
Issuer
4%
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
24
abc
Sandvik
Bond
Coupon
Maturity
Issuer
6.875%
Guarantor
Out amt
Type
None
EUR600m
Senior unsecured
issued under the
companys EUR3bn
EMTN programme.
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
25
abc
Schneider Electric
Bond
Coupon
Maturity
Issuer
6.75%
16 Jul 2013
Guarantor
Out amt
Type
EUR487m
Senior unsecured
issued under the
companys EUR6bn
EMTN programme.
4.5%
EUR500m
Senior unsecured
issued under the
companys EUR4.7bn
EMTN programme
5.375%
EUR750m
Senior unsecured
issued under the
companys EUR6bn
EMTN programme
3.625%
20 Jul 2020
EUR500m
Senior unsecured
issued under the
companys EUR6bn
EMTN programme.
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
26
abc
Schneider Electric
Bond
Coupon
Maturity
Issuer
Guarantor
4%
Out amt
Type
EUR1030m
Senior unsecured
issued under the
companys EUR3.5bn
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/principal subsidiaries (representing more than 10% of consolidated
net operating income/consolidated assets) on indebtedness in excess of EUR40m.
Source: Company data, HSBC
27
abc
Siemens
Bond
Coupon
Maturity
Issuer
5.75%
04 Jul 2011
Guarantor
Out amt
Type
Siemens AG
Siemens
Financieringsmaatschappij NV
EUR2000m
Senior unsecured
5.25%
EUR1550m
Senior unsecured
under the companys
EUR5bn programme
4.125%
EUR2000m
Senior unsecured
under the companys
EUR10bn programme
5.375%
EUR1000m
Senior unsecured
under the companys
EUR5bn programme
5.125%
EUR2000m
Senior unsecured
under the companys
EUR10bn programme
5.625%
EUR1600m
Senior unsecured
under the companys
EUR5bn programme
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
28
abc
Smiths Group
Bond
Coupon
Maturity
Issuer
7.25%
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
29
abc
Thales
Bond
Coupon
Maturity
Issuer
Guarantor
Out amt
Type
4.375%
22 Jul 2011
Thales SA
None
EUR775m
Senior unsecured
issued under the
companys EUR1.5bn
Global MTN
programme
4.375%
None
EUR600m
Senior unsecured
issued under the
companys EUR3bn
EMTN programme.
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
30
abc
Tomkins
Bond
Coupon
Maturity
Issuer
Guarantor
Out amt
Type
8%
None
GBP150m
Senior unsecured
issued under the
companys GBP750m
global MTN
programme
6.125%
GBP250m
Senior unsecured
issued under the
companys 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
31
abc
Valeo
Bond
Coupon
Maturity
Issuer
3.75%
Guarantor
Out amt
Type
None
EUR600m
Senior unsecured
issued under the
companys 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
32
abc
Vestas
Bond
Coupon
Maturity
Issuer
Guarantor
4.625%
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 groups total) on financial indebtedness exceeding 3% of the issuers total equity.
Source: Company data, HSBC
33
34
abc
abc
Autos
35
abc
BMW
Bond
Coupon
Maturity
4.625%
Issuer
Guarantor
Out amt
Type
BMW AG
EUR400m
Senior unsecured
issued under the
companys EUR30bn
EMTN programme
5.25%
BMW AG
EUR600m
Senior unsecured
issued under the
companys EUR30bn
EMTN programme
3.875%
BMW AG
EUR750m
Senior unsecured
issued under the
companys USD10bn
EMTN programme
4.125%
BMW AG
EUR1000m
Senior unsecured
issued under the
companys EUR15bn
EMTN programme
6.125%
BMW AG
EUR1250m
Senior unsecured
issued under the
companys EUR30bn
EMTN programme
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
36
abc
BMW
Bond
Coupon
Maturity
Issuer
Guarantor
Out amt
Type
6.375%
23 Jul 2012
EUR1500m
Senior unsecured
issued under the
companys EUR30bn
EMTN programme
4.875%
EUR1000m
Senior unsecured
issued under the
companys EUR20bn
EMTN programme
4.625%
EUR750m
Senior unsecured
issued under the
companys USD10bn
EMTN programme
2.875%
BMW AG
EUR1000m
Senior unsecured
issued under the
companys EUR30bn
EMTN programme
8.875%
BMW AG
EUR1250m
Senior unsecured
issued under the
companys EUR30bn
EMTN programme
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
37
abc
BMW
Bond
Coupon
Maturity
5.25%
Issuer
Guarantor
Out amt
Type
BMW AG
GBP300m
Senior unsecured
issued under the
companys EUR15bn
EMTN programme
4.25%
BMW AG
EUR1400m
Senior unsecured
issued under the
companys EUR15bn
EMTN programme
4%
BMW AG
EUR1800m
Senior unsecured
issued under the
companys EUR30bn
EMTN programme
5%
EUR1750m
Senior unsecured
issued under the
companys EUR30bn
EMTN programme
3.875%
EUR1500m
Senior unsecured
issued under the
companys EUR30bn
EMTN programme
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
38
abc
BMW
Bond
Coupon
Maturity
5%
5%
Issuer
Guarantor
Out amt
Type
GBP300m
Senior unsecured
issued under the
companys EUR30bn
EMTN programme
EUR750m
Senior unsecured
issued under the
companys USD10bn
EMTN programme
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
39
abc
Daimler
Bond
Coupon
Maturity
Issuer
Guarantor
Out amt
Type
3.625%
Daimler AG
EUR1000m
Senior unsecured
issued under the
companys USD25bn
EMTN programme
7%
EUR1000m
Senior unsecured
issued under the
companys USD20bn
EMTN programme
6.875%
EUR1000m
Senior unsecured
issued under the
companys USD35bn
EMTN programme
5.75%
GBP300m
Senior unsecured
issued under the
companys USD30bn
EMTN programme
5.875%
EUR1500m
Senior unsecured
issued under the
companys USD30bn
EMTN programme
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
40
abc
Daimler
Bond
Coupon
Maturity
4.25%
Issuer
Guarantor
Out amt
Type
EUR1250m
Senior unsecured
issued under the
companys USD25bn
EMTN programme
9%
EUR1000m
Senior unsecured
issued under the
companys USD30bn
EMTN programme
7.75%
EUR700m
Senior unsecured
issued under the
companys USD35bn
EMTN programme
5%
EUR750m
Senior unsecured
issued under the
companys USD30bn
EMTN programme
4.375%
EUR1250m
Senior unsecured
issued under the
companys USD25bn
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 (or guarantor) on indebtedness in excess of USD25m.
Source: Company data, HSBC
41
abc
Daimler
Bond
Coupon
Maturity
Issuer
Guarantor
Out amt
Type
3%
19 Jul 2013
Daimler AG
None
EUR1000m
Senior unsecured
issued under the
companys EUR35bn
EMTN programme
7.875%
EUR2000m
Senior unsecured
issued under the
companys USD30bn
EMTN programme
4.625%
EUR2000m
Senior unsecured
issued under the
companys EUR35bn
EMTN programme
6.125%
EUR750m
Senior unsecured
issued under the
companys USD30bn
EMTN programme
4.125%
EUR1000m
Senior unsecured
issued under the
companys EUR35bn
EMTN programme
None
None
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
42
abc
Fiat
Bond
Coupon
Maturity
Issuer
Guarantor
6.75%
Out amt
Type
EUR1300m
Senior unsecured
under the companys
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
abc
Fiat
Bond
Coupon
Maturity
Issuer
Guarantor
5.625%
Out amt
Type
EUR1000m
Senior unsecured
under the companys
EUR15bn EMTN
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 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
abc
Fiat
Bond
Coupon
Maturity
Issuer
Guarantor
6.625%
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
bankers acceptance or bankers 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
abc
Fiat
Bond
Coupon
Maturity
Issuer
5.625%
Guarantor
Out amt
Type
Fiat SpA
EUR1000m
Senior unsecured
issued under the
companys 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
abc
Fiat
Bond
Coupon
Maturity
Issuer
9%
30 Jul 2012
Guarantor
Out amt
Type
EUR1250m
Senior unsecured
issued under the
companys EUR15bn
global MTN
programme
7.625%
EUR1250m
Senior unsecured
issued under the
companys EUR15bn
global MTN
programme
6.875%
EUR1500m
Senior unsecured
issued under the
companys EUR15bn
global MTN
programme
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
47
abc
MAN
Bond
Coupon
Maturity
5.375%
7.25%
Issuer
Guarantor
Out amt
Type
None
EUR1000m
Senior unsecured
issued under the
companys EUR5bn
EMTN programme.
None
EUR500m
Senior unsecured
issued under the
companys EUR5bn
EMTN programme.
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 Moodys 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
48
abc
PSA
Bond
Coupon
Maturity
Issuer
Guarantor
Out amt
Type
EUR750m
Senior unsecured
under the companys
EUR14bn EMTN
programme
3.75%
EUR500m
As above
3.625%
EUR750m
As above
8.5%
04 May 2012 Banque PSA Finance None
Step up
(See Other)
EUR750m
As above
3.875%
EUR750m
As above
4%
19 Jul 2013
EUR500m
As above
3.625%
EUR750m
As above
3.5%
EUR600m
As above
3.625%
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
abc
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
abc
PSA
Bond
Coupon
Maturity
Issuer
5.625%
Guarantor
Out amt
Type
None
EUR500m
Senior unsecured
issued under the
companys EUR5bn
EMTN programme.
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
abc
PSA
Bond
Coupon
Maturity
Issuer
Guarantor
Out amt
Type
5.875%
Peugeot SA
EUR1255m
Senior unsecured
6%
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
abc
Renault
Bond
Coupon
Maturity
Issuer
Guarantor
Out amt
Type
None
EUR750m
Senior unsecured
under the companys
EUR12bn EMTN
programme
5.25%
None
EUR700m
As above
3.125%
08 Jul 2011
RCI Banque
None
EUR500m
As above
4%
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%
None
EUR500m
As above
3.375%
None
EUR500m
As above
4%
11 Jul 2013
RCI Banque
None
EUR675m
As above
4.375%
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
53
abc
Renault
Bond
Coupon
Maturity
4.5%
Issuer
Guarantor
Out amt
Type
None
EUR500m
Senior unsecured
issued under the
companys EUR7bn
EMTN programme
4.375%
None
EUR800m
As above
6%
None
EUR750m
As above
5.625%
None
EUR650m
As above
5.625%
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
abc
Scania
Bond
Coupon
Maturity
Issuer
3.625%
Guarantor
Out amt
Type
Scania AB
EUR600m
Senior unsecured
issued under the
companys EUR2.5bn
EMTN programme
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
abc
Toyota
Bond
Coupon
Maturity
Issuer
5.25%
Guarantor
Out amt
Type
None
GBP200m
Senior unsecured
issued under the
companys EUR40bn
EMTN programme.
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
56
abc
Toyota
Bond
Coupon
Maturity
Issuer
4.625%
Guarantor
Out amt
Type
None
GBP405m
Senior unsecured
issued under the
companys USD20bn
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 on indebtedness in excess of USD3m.
Source: Company data, HSBC
57
abc
Toyota
Bond
Coupon
Maturity
Issuer
Guarantor
5.125%
Out amt
Type
GBP250m
Senior unsecured
issued under the
companys EUR12bn
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 on borrowed money in excess of USD10m.
Source: Company data, HSBC
58
abc
Toyota
Bond
Coupon
Maturity
Issuer
4.25%
Guarantor
Out amt
Type
None
EUR850m
Senior unsecured
issued under the
companys USD30bn
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 on indebtedness in excess of USD50m.
Source: Company data, HSBC
59
abc
Toyota
Bond
Coupon
Maturity
Issuer
Guarantor
Out amt
Type
5.375%
29 Jul 2011
None
EUR1000m
Senior unsecured
issued under the
companys EUR40bn
EMTN programme.
5.25%
None
EUR2500m
Senior unsecured
issued under the
companys EUR40bn
EMTN programme.
4.625%
None
EUR500m
Senior unsecured
issued under the
companys EUR40bn
EMTN programme.
6.625%
None
EUR1250m
Senior unsecured
issued under the
companys EUR40bn
EMTN programme.
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
60
abc
Volkswagen
Bond
Coupon
Maturity
5%
5.125%
Issuer
Guarantor
Out amt
Type
Volkswagen AG
EUR300m
Senior unsecured
issued under the
groups EUR20bn debt
issuance programme
Volkswagen AG
EUR1250m
Senior unsecured
issued under the
groups 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
61
abc
Volkswagen
Bond
Coupon
Maturity
3.75%
Issuer
Out amt
Type
EUR1750m
Senior unsecured
issued under the
companys EUR20bn
EMTN programme.
5.25%
EUR1500m
Senior unsecured
issued under the
companys EUR20bn
EMTN programme.
4.125%
EUR1000m
Senior unsecured
issued under the
companys EUR18bn
EMTN programme
4.75%
19 Jul 2011
EUR1000m
Senior unsecured
issued under the
companys EUR18bn
EMTN programme
5.375%
EUR1000m
Senior unsecured
issued under the
companys EUR10bn
EMTN programme
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
Volkswagen
Bond
Coupon
Maturity
5.625%
Issuer
Guarantor
Out amt
Type
EUR2500m
Senior unsecured
issued under the
companys EUR20bn
EMTN programme.
3.875%
09 Jul 2012
EUR425m
Senior unsecured
issued under the
issuers EUR18bn
debt issuance
programme
4.875%
Senior unsecured
issued under the
companys EUR18bn
EMTN programme.
4.875%
EUR1000m
Senior unsecured
issued under the
companys EUR10bn
EMTN programme
2.375%
EUR1000m
As above
5.375%
EUR1250m
Senior unsecured
issued under the
companys EUR20bn
EMTN programme.
None
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
63
abc
Volkswagen
Bond
Coupon
Maturity
6.875%
Issuer
Out amt
Type
EUR1500m
Senior unsecured
issued under the
issuers EUR18bn
debt issuance
programme
3.375%
28 Jul 2014
EUR1000m
Senior unsecured
issued under the
issuers EUR18bn
debt issuance
programme
3.5%
EUR1250m
Senior unsecured
issued under the
companys EUR20bn
EMTN programme
7%
EUR1000m
Senior unsecured
issued under the
companys EUR20bn
EMTN programme.
5.375%
EUR500m
Senior unsecured
issued under the
companys EUR10bn
EMTN programme
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
64
Guarantor
abc
Volvo
Bond
Coupon
Maturity
7.875%
Issuer
Guarantor
Out amt
Type
Volvo AB
EUR500m
Senior unsecured
issued under the
companys USD15bn
EMTN programme.
9.875%
Volvo AB
EUR700m
Senior unsecured
issued under the
companys USD15bn
EMTN programme.
5%
Volvo AB
EUR1000m
Senior unsecured
issued under the
companys USD10bn
EMTN programme
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
66
abc
abc
67
abc
Cemex Espaa
Bond
Coupon
Maturity
Issuer
Guarantor
Out amt
4.75%
Type
Senior unsecured
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 Espaa) 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
68
abc
Ciments Franais
Bond
Coupon
Maturity
Issuer
Guarantor
4.75%
Out amt
Type
EUR500m
Senior unsecured
issued under the
companys EUR1bn
EMTN programme
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
69
abc
Cimpor
Bond
Coupon
Maturity
Issuer
4.5%
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
70
abc
CRH
Bond
Coupon
Maturity
Issuer
Guarantor
Out amt
Type
CRH plc
EUR750m
Senior unsecured
issued under the
companys EUR3bn
EMTN programme.
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 Moodys or S&P, steps down if upgraded back to investment grade by both agencies.
Source: Company data, HSBC
71
abc
CRH
Bond
Coupon
Maturity
Issuer
8.25%
Guarantor
Out amt
Type
CRH plc
GBP250m
Senior unsecured
issued under the
companys EUR3bn
EMTN programme
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
72
abc
Holcim
Bond
Coupon
Maturity
Issuer
Guarantor
Out amt
Type
Holcim Ltd
EUR650m
Senior unsecured
issued under the
companys EUR5bn
EMTN programme.
8.75%
24 Apr 2017 Holcim GB Finance
Step up
Ltd.
(See Other)
Holcim Ltd
GBP300m
Senior unsecured
issued under the
companys EUR5bn
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 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 Moodys, 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 guarantors
consolidated total shareholders equity and CHF125m. Coupon steps up by 125bp if rating is downgraded to noninvestment grade by Moodys, 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
73
abc
Holcim
Bond
Coupon
Maturity
Issuer
4.375%
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
74
abc
Imerys
Bond
Coupon
Maturity
Issuer
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 Moodys, 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
75
abc
Imerys
Bond
Coupon
Maturity
Issuer
5.125%
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
76
abc
Italcementi
Bond
Coupon
Maturity
Issuer
Guarantor
Out amt
Type
Italcementi S.p.A
EUR750m
Senior unsecured
issued under the
companys EUR2bn
EMTN programme
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 Moodys downgrades the rating to non-investment grade; it steps
down by 125bp in the event of an upgrade resulting in S&P and Moodys having both investment grade ratings on
Italcementi.
Source: Company data, HSBC
77
abc
Lafarge
Bond
Coupon
Maturity
Issuer
Guarantor
Out amt
Type
None
EUR1000m
Senior unsecured
issued under the
companys EUR9bn
EMTN programme.
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 groups total. Coupon steps up by 125bp if rating is downgraded to non-investment grade by Moodys or
S&P, steps down if upgraded back to investment grade by both agencies.
Source: Company data, HSBC
78
abc
Lafarge
Bond
Coupon
Maturity
5.75%
6.125%
Issuer
Guarantor
Out amt
Type
None
EUR750m
Senior unsecured
issued under the
companys EUR9bn
EMTN Programme.
None
EUR750m
Senior unsecured
issued under the
companys 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
abc
Lafarge
Bond
Coupon
Maturity
6.875%
6.625%
Issuer
Guarantor
Out amt
Type
None
GBP350m
Senior unsecured
issued under EUR7bn
EMTN programme
None
GBP200m
Senior unsecured
issued under EUR7bn
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/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
None
EUR500m
Senior unsecured
5%
16 Jul 2014
Lafarge SA
None
EUR612m
Senior unsecured
issued under EUR7bn
EMTN programme
4.25%
None
EUR500m
Senior unsecured
issued under EUR7bn
EMTN programme
5.375%
None
EUR500m
Senior unsecured
issued under the
companys EUR7bn
EMTN programme
4.75%
None
EUR500m
Senior unsecured
issued under EUR7bn
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/principal subsidiaries (representing more than 5% of total revenues)
on indebtedness in excess of EUR50m.
Source: Company data, HSBC
81
abc
Saint-Gobain
Bond
Coupon
Maturity
4.25%
4.875%
Issuer
Guarantor
Out amt
Type
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
Saint-Gobain
Bond
Coupon
Maturity
5.625%
Issuer
Guarantor
Out amt
Type
GBP300m
Senior unsecured
issued under the
companys EUR5bn
EMTN programme
4.75%
EUR1250m
Senior unsecured
issued under the
companys EUR5bn
EMTN programme
5.625%
GBP300m
Senior unsecured
issued under the
companys EUR5bn
EMTN programme
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
Saint-Gobain
Bond
Coupon
Maturity
6%
Issuer
Guarantor
Out amt
Type
EUR750m
Senior unsecured
issued under the
companys EUR10bn
EMTN programme
7.25%
EUR750m
Senior unsecured
issued under the
companys EUR10bn
EMTN programme
8.25%
28 Jul 2014
EUR1000m
Senior unsecured
issued under the
companys EUR10bn
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 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
Saint-Gobain
Bond
Coupon
Maturity
Issuer
5%
Guarantor
Out amt
Type
Compagnie de SaintGobain SA
EUR501m
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 EUR15m.
Source: Company data, HSBC
85
86
abc
abc
87
abc
Air Liquide
Bond
Coupon
Maturity
6.125%
Issuer
Guarantor
Out amt
Type
LAir Liquide SA
EUR469m
Senior unsecured
issued under the
companys EUR6bn
EMTN programme
5%
LAir Liquide SA
EUR400m
Senior unsecured
issued under the
companys EUR4bn
EMTN programme
4.375%
None
EUR400m
Senior unsecured
5.25%
18 Jul 2017
LAir Liquide SA
EUR500m
Senior unsecured
issued under the
companys EUR4bn
EMTN programme
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 LAir 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
abc
Air Liquide
Bond
Coupon
Maturity
5.25%
Issuer
Guarantor
Out amt
Type
LAir Liquide SA
EUR300m
Senior unsecured
issued under the
companys EUR2bn
EMTN programme
4.125%
LAir Liquide SA
EUR300m
Senior unsecured
issued under the
companys EUR2bn
EMTN programme
4.75%
None
EUR700m
Senior unsecured
issued under the
companys EUR3bn
EMTN programme
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
abc
Air Products
Bond
Coupon
Maturity
4.25%
Issuer
Guarantor
Out amt
Type
None
EUR300m
Senior unsecured
3.75%
None
EUR300m
Senior unsecured
3.875%
None
EUR300m
Senior unsecured
4.625%
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%
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
abc
Akzo Nobel
Bond
Coupon
Maturity
7.75%
Issuer
Guarantor
Out amt
Type
Akzo Nobel NV
EUR1000m
Senior unsecured
7.25%
EUR975m
Senior unsecured
8%
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
None
EUR750m
Senior unsecured
5.75%
None
GBP350m
Senior unsecured
5.125%
None
EUR750m
Senior unsecured
issued under the
companys USD5bn
EMTN programme
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
abc
BASF
Bond
Coupon
Maturity
4%
Issuer
Guarantor
Out amt
Type
None
EUR1000m
Senior unsecured
3.375%
None
EUR1400m
Senior unsecured
4.5%
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
abc
BASF
Bond
Coupon
Maturity
Issuer
Guarantor
Out amt
Type
3.75%
None
EUR1350m
Senior unsecured
issued under the
companys EUR10bn
EMTN programme
6%
EUR1250m
As above
5%
EUR1250m
As above
5.125%
EUR2000m
As above
5.875%
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 Moodys 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
abc
BASF
Bond
Coupon
Maturity
Issuer
4.875%
Guarantor
Out amt
EUR477m
BASF Specialty
Chemicals Holding
GmbH (previously Ciba
Holding AG)
Type
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/guarantor on indebtedness in excess of USD50m.
Source: Company data, HSBC
96
abc
Bayer
Bond
Coupon
Maturity
Issuer
6%
Guarantor
Out amt
Type
None
EUR2000m
Senior unsecured
issued under the
companys EUR8bn
EMTN programme
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
abc
Bayer
Bond
Coupon
Maturity
4.5%
Issuer
Guarantor
Out amt
Type
None
EUR1000m
Senior unsecured
issued under the
companys EUR10bn
EMTN programme
4.625%
Bayer AG
EUR1300m
Senior unsecured
issued under the
companys EUR10bn
EMTN programme
5.625%
None
GBP350m
Senior unsecured
issued under the
companys EUR10bn
EMTN programme
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
abc
Clariant
Bond
Coupon
Maturity
Issuer
4.375%
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%
Guarantor
Out amt
Type
None
EUR500m
Senior unsecured
issued under the
companys EUR3.5bn
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 10% of consolidated net tangible assets).
Other
None
Source: Company data, HSBC
100
abc
DSM
Bond
Coupon
Maturity
Issuer
4%
Guarantor
Out amt
Type
None
EUR500m
Senior unsecured
issued under the
companys EUR2bn
EMTN programme
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
abc
DSM
Bond
Coupon
Maturity
5.75%
5.25%
Issuer
Guarantor
Out amt
Type
None
EUR500m
Senior unsecured
issued under the
companys EUR2.5bn
EMTN programme.
None
EUR750m
Senior unsecured
issued under the
companys EUR2bn
EMTN programme.
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
abc
Evonik Industries
Bond
Coupon
Maturity
Issuer
5.125%
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
abc
Evonik Industries
Bond
Coupon
Maturity
Issuer
Guarantor
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 issuers 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 Moodys, S&P, Fitch) before the
first interest payment date (14 October 2010).
Source: Company data, HSBC
104
abc
GlaxoSmithKline
Bond
Coupon
Maturity
3%
Issuer
Guarantor
Out amt
Type
GlaxoSmithKline plc
EUR750m
Senior unsecured
issued under the
companys GBP5bn
EMTN programme
5.125%
GlaxoSmithKline plc
EUR2250m
Senior unsecured
issued under the
companys GBP10bn
EMTN programme.
3.875%
06 jul 2015
GlaxoSmithKline
Capital plc
GlaxoSmithKline plc
EUR1600m
Senior Unsecured
issued under the
companys GBP10bn
EMTN programme
5.625%
GlaxoSmithKline plc
EUR1250m
Senior unsecured
issued under the
companys GBP10bn
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/principal subsidiary (> 10% of group profits before interest
and tax or total assets) on indebtedness in excess of GBP10m.
Source: Company data, HSBC
105
abc
GlaxoSmithKline
Bond
Coupon
Maturity
4%
Issuer
Guarantor
Out amt
Type
GlaxoSmithKline plc
EUR750m
Senior unsecured
issued under the
companys GBP5bn
EMTN programme
5.25%
GlaxoSmithKline plc
GBP1000m
Senior unsecured
issued under the
companys GBP5bn
EMTN programme
6.375%
GlaxoSmithKline plc
GBP700m
Senior unsecured
issued under the
companys GBP10bn
EMTN programme.
5.25%
GlaxoSmithKline plc
GBP1000m
Senior unsecured
issued under the
companys GBP10bn
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/principal subsidiary (> 10% of group profits before interest
and tax or total assets) on indebtedness in excess of GBP10m.
Source: Company data, HSBC
106
abc
K+S
Bond
Coupon
Maturity
Issuer
5%
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
abc
Lanxess
Bond
Coupon
Maturity
4.125%
7.75%
Issuer
Guarantor
Out amt
Type
EUR402m
Senior unsecured
EUR500m
Senior unsecured
issued under the
companys EUR2.5bn
EMTN programme.
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
abc
Linde
Bond
Coupon
Maturity
5.375%
6.75%
Issuer
Guarantor
Out amt
Type
Linde AG
EUR300m
Senior unsecured
issued under the
companys EUR10bn
EMTN programme.
Linde AG
EUR600m
Senior unsecured
issued under the
companys EUR10bn
EMTN programme.
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
abc
Linde
Bond
Coupon
Maturity
4.375%
Issuer
Guarantor
Out amt
Type
Linde AG
EUR1000m
Senior unsecured
issued under the
companys EUR10bn
EMTN programme
4.75%
Linde AG
EUR1000m
Senior unsecured
issued under the
companys EUR10bn
EMTN programme
5.875%
Linde AG
GBP300m
Senior unsecured
issued under the
companys EUR10bn
EMTN programme
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
abc
Linde
Bond
Coupon
Maturity
Issuer
6.5%
Guarantor
Out amt
Type
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
abc
Merck KGaA
Bond
Coupon
Maturity
Issuer
3.75%
Guarantor
Out amt
Type
Merck KGaA
EUR500m
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 EUR25m.
Source: Company data, HSBC
112
abc
Merck KGaA
Bond
Coupon
Maturity
4.75%
4.875%
Issuer
Guarantor
Out amt
Type
None
EUR500m
Senior unsecured
Merck KGaA
EUR750m
Senior unsecured
issued under the
companys EUR5bn
EMTN programme.
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
abc
Merck KGaA
Bond
Coupon
Maturity
2.125%
Issuer
Guarantor
Out amt
Type
Merck KGaA
EUR500m
Senior unsecured
issued under the
companys EUR10bn
EMTN programme
3.375%
Merck KGaA
EUR1350m
Senior unsecured
issued under the
companys EUR10bn
EMTN programme
4.5%
Merck KGaA
EUR1350m
Senior unsecured
issued under the
companys EUR10bn
EMTN programme
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
abc
Novartis
Bond
Coupon
Maturity
Issuer
Guarantor
4.25%
Out amt
Type
EUR1500m
Senior unsecured
issued under the
companys EUR15bn
EMTN programme.
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
abc
PPG Industries
Bond
Coupon
Maturity
Issuer
3.875%
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
abc
Roche
Bond
Coupon
Maturity
Issuer
Guarantor
Out amt
Type
GBP1250m
Senior unsecured
issued under the
companys EUR15bn
EMTN programme.
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 Moodys 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
abc
Roche
Bond
Coupon
Maturity
6.5%
Issuer
Guarantor
Out amt
Type
EUR1750m
Senior unsecured
issued under the
companys EUR15bn
EMTN programme.
4.625%
EUR5250m
Senior unsecured
issued under the
companys EUR15bn
EMTN programme.
5.625%
EUR2750m
Senior unsecured
issued under the
companys EUR15bn
EMTN programme.
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
abc
Sanofi-Aventis
Bond
Coupon
Maturity
3.5%
Issuer
Guarantor
Out amt
Type
None
EUR1500m
Senior unsecured
issued under the
companys EUR7bn
EMTN programme.
3.125%
None
EUR1200m
Senior unsecured
issued under the
companys EUR7bn
EMTN programme.
4.5%
None
EUR1500m
Senior unsecured
issued under the
companys EUR7bn
EMTN programme.
4.125%
None
EUR800m
Senior unsecured
issued under the
companys EUR7bn
EMTN programme.
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
abc
Solvay
Bond
Coupon
Maturity
4.875%
Issuer
Guarantor
Out amt
Type
None
EUR500m
Senior unsecured
issued under the
companys EUR1.5bn
EMTN programme
5%
None
EUR500m
Senior unsecured
4.625%
None
EUR500m
Senior unsecured
issued under the
companys EUR1bn
EMTN programme
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
abc
Syngenta
Bond
Coupon
Maturity
4.125%
4.125%
Issuer
Guarantor
Out amt
Type
EUR500m
Senior unsecured
issued under the
companys USD2bn
EMTN programme
EUR500m
Senior unsecured
issued under the
companys USD2bn
EMTN programme
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
abc
Syngenta
Bond
Coupon
Maturity
Issuer
Guarantor
4%
Out amt
Type
EUR500m
Senior unsecured
under the companys
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
abc
UCB
Bond
Coupon
Maturity
5.75%
5.75%
Issuer
Guarantor
Out amt
Type
None
EUR750m
Senior unsecured
(retail issue)
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 issuers 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
123
abc
Urenco
Bond
Coupon
Maturity
Issuer
Guarantor
Out amt
Type
5.375%
EUR500m
Urenco Ltd, Urenco
(Capenhurst) Ltd
(renamed Urenco UK
Ltd), Urenco Nederland
BV, Urenco Deutschland
GmbH
Senior unsecured
issued under the
companys EUR1.5bn
EMTN programme
4%
Senior unsecured
issued under the
companys EUR1.5bn
EMTN programme
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 groups) on any indebtedness for borrowed money in excess of 4.5% of total equity.
Source: Company data, HSBC
124
abc
Diversified Industrials
& Business Services
125
abc
Adecco
Bond
Coupon
Maturity
Issuer
Guarantor
4.5%
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
abc
Adecco
Bond
Coupon
Maturity
Issuer
Guarantor
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, Moodys 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 Moodys or S&P, steps down if upgraded back to investment
grade by both agencies.
Source: Company data, HSBC
127
abc
Bouygues
Bond
Coupon
Maturity
4.625%
Issuer
Guarantor
Out amt
Type
None
EUR750m
Senior unsecured
4.375%
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
abc
Bouygues
Bond
Coupon
Maturity
4.5%
Issuer
Guarantor
Out amt
Type
None
EUR1150m
Senior unsecured
6.125%
03 Jul 2015
Bouygues SA
None
EUR1000m
Senior unsecured
4.75%
None
EUR600m
Senior unsecured
4%
None
EUR500m
Senior unsecured
5.5%
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
abc
Cargill
Bond
Coupon
Maturity
4.375%
Issuer
Guarantor
Out amt
Type
None
EUR750m
Senior unsecured
issued under the
companys USD2bn
EMTN programme
4.5%
None
EUR500m
Senior unsecured
issued under the
companys USD1bn
EMTN programme
4.875%
None
EUR500m
Senior unsecured
issued under the
companys USD5bn
EMTN programme
5.375%
None
GBP150m
Senior unsecured
issued under the
companys 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
abc
G4S
Bond
Coupon
Maturity
Issuer
Guarantor
Out amt
Type
None
GBP350m
Senior unsecured
issued under the
companys GBP2bn
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 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
abc
Hutchison Whampoa
Bond
Coupon
Maturity
Issuer
Guarantor
6.75%
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
abc
Hutchison Whampoa
Bond
Coupon
Maturity
Issuer
Guarantor
5.875%
08 Jul 2013
4.125%
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
abc
Hutchison Whampoa
Bond
Coupon
Maturity
Issuer
Guarantor
Out amt
4.75%
Type
Senior unsecured
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 guarantors
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
abc
Ifil
Bond
Coupon
Maturity
Issuer
5.375%
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
abc
Investor
Bond
Coupon
Maturity
4.875%
5.5%
Issuer
Guarantor
Out amt
Type
None
EUR500m
Senior unsecured
issued under the
companys EUR5bn
EMTN programme
None
GBP275m
Senior unsecured
issued under the
companys EUR5bn
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 on borrowed money in excess of USD50m.
Source: Company data, HSBC
136
abc
Investor
Bond
Coupon
Maturity
Issuer
4%
Guarantor
Out amt
Type
None
EUR500m
Senior unsecured
issued under the
companys USD4bn
EMTN programme
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
abc
Maersk
Bond
Coupon
Maturity
Issuer
Guarantor
4.875%
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
abc
Motability
Bond
Coupon
Maturity
Issuer
Guarantor
Out amt
Type
5.25%
6.625%
5.375%
Senior unsecured
issued under the
companys GBP2bn
EMTN programme
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
abc
Rentokil
Bond
Coupon
Maturity
4.625%
5.75%
Issuer
Guarantor
Out amt
Type
None
EUR500m
Senior unsecured
issued under the
companys EUR2.5bn
EMTN programme
None
GBP300m
Senior unsecured
issued under the
companys EUR2.5bn
EMTN programme
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
abc
Rexam
Bond
Coupon
Maturity
Issuer
Guarantor
Out amt
Type
None
EUR698m
Senior unsecured
issued under the
companys 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 Moodys, steps down
if upgraded back to investment grade.
Source: Company data, HSBC
141
abc
Securitas
Bond
Coupon
Maturity
Issuer
6.5%
Guarantor
Out amt
Type
None
EUR500m
Senior unsecured
issued under the
companys EUR1.5bn
EMTN programme.
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
abc
TNT
Bond
Coupon
Maturity
Issuer
3.875%
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
abc
TNT
Bond
Coupon
Maturity
Issuer
5.375%
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
abc
TNT
Bond
Coupon
Maturity
Issuer
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 Moodys and S&P.
Source: Company data, HSBC
145
abc
Votorantim
Bond
Coupon
Maturity
Issuer
5.25%
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
abc
Wendel
Bond
Coupon
Maturity
5%
4.875%
Issuer
Guarantor
Out amt
Type
EUR396m
Senior unsecured
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
abc
Wendel
Bond
Coupon
Maturity
4.875%
Issuer
Guarantor
Out amt
Type
EUR400m
Senior unsecured
4.875%
EUR400m
Senior unsecured
4.375%
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
abc
Infrastructure
149
abc
Abertis
Bond
Coupon
Maturity
4.75%
Issuer
Guarantor
Out amt
Type
EUR450m
Senior unsecured
4.625%
EUR1000m
Senior unsecured
5.125%
EUR1000m
Senior unsecured
4.375%
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
abc
Abertis
Bond
Coupon
Maturity
Issuer
4.875%
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 guarantors 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
abc
ADP
Bond
Coupon
Maturity
Issuer
Guarantor
6.375%
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
abc
Atlantia
Bond
Coupon
Maturity
Issuer
5.625%
Guarantor
Out amt
Type
EUR1500m
Senior unsecured
issued under the
companys EUR10bn
EMTN programme
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
abc
Atlantia
Bond
Coupon
Maturity
Issuer
Guarantor
Out amt
Type
5%
Senior unsecured
6.25%
Senior unsecured
5.875%
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 guarantors 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
abc
Maturity
Issuer
Guarantor
Out amt
Type
EUR700m
Senior unsecured
issued under the
companys EUR6bn
EMTN programme.
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 Moodys or S&P
or withdrawn by both, steps down if upgraded back to investment grade by both agencies.
Source: Company data, HSBC
155
abc
BAA
Bond Special coupon provisions apply (see Other)
Coupon
Maturity
3.975%
4.6%
Issuer
Guarantor
Out amt
Type
EUR1000m
Class A
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 Moodys 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 BAAs 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 Moodys, 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
abc
BAA
Bond Special coupon provisions apply (see Other)
Coupon
Maturity
Issuer
Guarantor
5.85%
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 Moodys 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
abc
BAA
Bond Special coupon provisions apply (see Other)
Coupon
Maturity
4.6%
Issuer
Guarantor
Out amt
Type
EUR750m
Class A
12.45%
GBP300m
Class A
6.25%
GBP400m
Class B
9.2%
GBP250m Class A
5.225%
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 issuers 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
abc
BAA
Bond Special coupon provisions apply (see Other)
Coupon
Maturity
Issuer
6.75%
7.075%
GBP200m Class A
6.45%
GBP900m Class A
Guarantor
Out amt
Type
Security group
GBP700m
Security group
GBP235m
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 issuers 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
abc
Brisa
Bond
Coupon
Maturity
Issuer
Guarantor
4.5%
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 Moodys 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 Moodys 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
abc
Brisa
Bond
Coupon
Maturity
Issuer
4.797%
Guarantor
Out amt
Type
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 Moodys 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
abc
Maturity
09 Jul 2018
6.5872%
Step up
(See Other
Issuer
Guarantor
Out amt
Type
Senior unsecured
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 Moodys 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
abc
Fraport
Bond
Coupon
Maturity
Issuer
Guarantor
5.25%
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
abc
Vinci
Bond
Coupon
Maturity
Issuer
5.875%
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
abc
Vinci
Bond
Coupon
Maturity
Issuer
5.25%
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
abc
Vinci
Bond
Coupon
Maturity
Issuer
5%
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
abc
Vinci
Bond
Coupon
Maturity
Issuer
Guarantor
5.625%
04 Jul 2022
Out amt
Type
EUR1575m
Senior unsecured
issued under the
companys EUR6bn
EMTN programme
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
abc
Vinci
Bond
Coupon
Maturity
Issuer
7.375%
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
abc
Vinci
Bond
Coupon
Maturity
Issuer
Guarantor
4.125%
Out amt
Type
EUR500m
Senior unsecured
issued under the
companys EUR6bn
EMTN programme
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
abc
abc
171
abc
Anglo American
Bond
Coupon
Maturity
Issuer
5.125%
Guarantor
Out amt
Type
GBP300m
Senior unsecured
issued under the
companys USD2bn
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/material subsidiaries (representing more than 10% of
consolidated revenues or total assets) on indebtedness in excess of USD75m.
Source: Company data, HSBC
172
abc
Anglo American
Bond
Coupon
Maturity
5.875%
6.875%
Issuer
Guarantor
Out amt
Type
EUR1000m
Senior unsecured
issued under the
companys USD6bn
EMTN programme
GBP400m
Senior unsecured
issued under the
companys USD6bn
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 USD100m.
Source: Company data, HSBC
173
abc
Anglo American
Bond
Coupon
Maturity
4.25%
4.375%
Issuer
Guarantor
Out amt
Type
EUR750m
Senior unsecured
issued under the
companys USD10bn
EMTN programme
EUR750m
Senior unsecured
issued under the
companys USD10bn
EMTN programme
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
abc
ArcelorMittal
Bond
Coupon
Maturity
Issuer
Guarantor
Out amt
Type
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 issuers
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 Moodys.
Source: Company data, HSBC
175
abc
ArcelorMittal
Bond
Coupon
Maturity
Issuer
4.625%
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 Arcelors 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
abc
BHP Billiton
Bond
Coupon
Maturity
4.125%
Issuer
Guarantor
Out amt
Type
EUR650m
Senior unsecured
issued under the
companys USD3bn
EMTN programme
4.75%
EUR1250m
Senior unsecured
4.375%
EUR600m
Senior unsecured
issued under the
companys USD5bn
EMTN programme
6.375%
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
abc
Glencore
Bond
Coupon
Maturity
Issuer
Guarantor
Out amt
Type
Glencore International
AG, Glencore AG
EUR750m
Senior unsecured
issued under the
companys USD7.5bn
EMTN programme
5.25%
22 Mar 2017 Glencore Finance
Step up
(Europe) SA
(See Other)
Glencore International
AG, Glencore AG
EUR1250m
Senior unsecured
issued under the
companys USD8bn
EMTN programme
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 Moodys and S&P).
The coupon steps down by 125bp if at least two investment grade credit ratings are reinstated.
Source: Company data, HSBC
178
abc
Glencore
Bond
Coupon
Maturity
5.375%
Issuer
Guarantor
Out amt
Type
Glencore International
AG, Glencore AG
EUR600m
Senior unsecured
issued under the
companys USD1bn
EMTN programme
5.25%
Glencore International
AG, Glencore AG
EUR850m
Senior unsecured
issued under the
companys USD5bn
EMTN programme
6.5%
Glencore International
AG, Glencore AG
GBP650m
Senior unsecured
issued under the
companys USD5bn
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/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
None
EUR750m
Senior unsecured
issued under the
companys EUR3bn
EMTN programme
None
EUR750m
Senior unsecured
issued under the
companys EUR3bn
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/material subsidiary on indebtedness in excess of EUR50m.
Source: Company data, HSBC
180
abc
ThyssenKrupp
Bond
Coupon
Maturity
6.75%
8.5%
Issuer
Guarantor
Out amt
Type
EUR1000m
Senior unsecured
issued under the
companys EUR10bn
EMTN programme.
EUR1000m
Senior unsecured
issued under the
companys EUR3bn
EMTN programme.
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
ThyssenKrupp
Bond
Coupon
Maturity
Issuer
Guarantor
Out amt
Type
None
EUR1000m
Senior unsecured
issued under the
companys EUR10bn
EMTN programme.
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 (Moodys, 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%
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%
Senior unsecured
issued under the
companys USD3bn
EMTN programme
5.25%
Senior unsecured
issued under the
companys USD3bn
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/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%
Senior unsecured
issued under the
companys USD6bn
EMTN programme
6.25%
Senior unsecured
issued under the
companys USD6bn
EMTN programme
7.375%
Senior unsecured
issued under the
companys USD6bn
EMTN programme
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
187
abc
BG
Bond
Coupon
Maturity
5.875%
Issuer
Guarantor
Out amt
Type
GBP250m
Senior unsecured
issued under the
companys USD2bn
EMTN programme
3.375%
15 Jul 2013
EUR750m
Senior unsecured
issued under the
companys USD7.5bn
EMTN programme
5.125%
GBP500m
Senior unsecured
issued under the
companys USD2bn
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/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
Type
Senior unsecured
issued under the
companys 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
BP Plc
GBP700m
Senior unsecured
issued under the
companys USD15bn
debt issuance
programme
4.25%
BP Plc
EUR750m
Senior unsecured
issued under the
companys USD20bn
debt issuance
programme
4.5%
BP Plc
EUR1000m
Senior unsecured
issued under the
companys USD15bn
debt issuance
programme
4%
BP Plc
GBP500m
Senior unsecured
under the companys
USD20bn EMTN
programme
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
None
EUR1000m
Senior unsecured
(retail issue)
None
EUR1000m
Senior unsecured
(retail issue)
Call
None
Negative pledge
None
Put
None
Covenants
None
Other
No cross-default provision.
Source: Company data, HSBC
191
abc
Eni
Bond
Coupon
Maturity
4.875%
Issuer
Guarantor
Out amt
Type
Eni S.p.A.
GBP200m
Senior unsecured
issued under the
companys EUR4bn
EMTN programme
4.625%
None
EUR1500m
Senior unsecured
issued under the
companys EUR4bn
EMTN programme
5.875%
None
EUR1250m
Senior unsecured
issued under the
companys EUR10bn
EMTN programme
5%
None
EUR1500m
Senior unsecured
issued under the
companys EUR10bn
EMTN programme
4.75%
None
EUR1250m
Senior unsecured
issued under the
companys EUR10bn
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 ENI on indebtedness in excess of 3% of the groups consolidated total
shareholders equity.
Source: Company data, HSBC
192
abc
Eni
Bond
Coupon
Maturity
6.125%
Issuer
Guarantor
Out amt
Type
Eni S.p.A
GBP150m
Senior unsecured
issued under the
companys EUR10bn
EMTN programme
5%
Eni S.p.A.
GBP200m
Senior unsecured
issued under the
companys EUR4bn
EMTN programme
4.125%
None
EUR1500m
Senior unsecured
issued under the
companys EUR10bn
EMTN programme
4%
None
EUR1000m
Senior unsecured
issued under the
companys EUR15bn
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 ENI on indebtedness in excess of 3% of the groups consolidated total
shareholders equity.
Source: Company data, HSBC
193
abc
MOL
Bond
Coupon
Maturity
Issuer
Guarantor
5.875%
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
None
EUR1000m
Senior unsecured
issued under the
companys EUR3bn
EMTN programme.
None
EUR500m
Senior unsecured
issued under the
companys EUR3bn
EMTN programme.
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.
EUR1000m
Senior unsecured
issued under the
companys EUR5bn
EMTN programme
4.625%
EUR1000m
Senior unsecured
issued under the
companys EUR5bn
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/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
abc
Repsol
Bond
Coupon
Maturity
Issuer
4.75%
Guarantor
Out amt
Type
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
abc
Repsol
Bond
Coupon
Maturity
Issuer
6.5%
Guarantor
Out amt
Type
EUR1000m
Senior unsecured
issued under the
companys EUR10bn
EMTN programme.
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
EUR500m
Senior unsecured
EUR1000m
Senior unsecured
issued under the
companys EUR3bn
EMTN programme.
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
EUR1750m
Senior unsecured
issued under the
companys USD15bn
EMTN programme.
3%
EUR2500m
Senior unsecured
issued under the
companys USD15bn
EMTN programme.
4.5%
EUR1250m
Senior unsecured
issued under the
companys USD15bn
EMTN programme.
4.625%
EUR1500m
Senior unsecured
4.375%
EUR2500m
Senior unsecured
issued under the
companys USD15bn
EMTN programme.
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
StatoilHydro Petroleum
AS
EUR1300m
Senior unsecured
issued under the
companys USD6bn
EMTN programme.
5.625%
StatoilHydro Petroleum
AS
EUR1200m
Senior unsecured
issued under the
companys USD6bn
EMTN programme.
6.875%
StatoilHydro Petroleum
AS
GBP800m
Senior unsecured
issued under the
companys USD6bn
EMTN programme.
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%
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
abc
Technip
Bond
Coupon
Maturity
Issuer
4.625%
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
Total S.A.
GBP700m
Senior unsecured
issued under the
companys EUR8bn
EMTN programme
3.875%
Total S.A.
EUR1400m
Senior unsecured
3.25%
Total S.A.
EUR650m
Senior unsecured
issued under the
companys EUR8bn
EMTN programme
4.625%
Total S.A.
GBP450m
Senior unsecured
issued under the
companys EUR9bn
EMTN programme
5.5%
Total S.A.
GBP350m
Senior unsecured
4.75%
Total S.A.
EUR1000m
Senior unsecured
issued under the
companys EUR15bn
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 relevant indebtedness in excess of USD50m.
Source: Company data, HSBC
204
abc
Total
Bond
Coupon
Maturity
3.5%
Issuer
Guarantor
Out amt
Type
Total S.A.
EUR1150m
Senior unsecured
issued under the
companys EUR15bn
EMTN programme.
3.625%
Total S.A.
EUR550m
As above
4.25%
Total S.A.
GBP300m
As above
4.875%
Total S.A.
EUR1200m
As above
3.125%
Total S.A.
EUR500m
Senior unsecured
issued under the
companys EUR18bn
EMTN programme.
5.125%
Total S.A.
EUR950m
Senior unsecured
issued under the
companys EUR15bn
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 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%
Guarantor
Out amt
Type
None
EUR750m
Senior unsecured
issued under the
companys EUR4bn
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/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
Maturity
Issuer
3.875%
Guarantor
Out amt
Type
Svenska Cellulosa
Aktiebolaget SCA
EUR700m
Senior unsecured
issued under the
companys EUR2bn
EMTN programme
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
EUR600m
Senior unsecured
issued under the
companys EUR2bn
Global MTN
programme
GBP250m
Senior unsecured
issued under the
companys 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%
Guarantor
Out amt
Type
None
EUR495m
Senior unsecured
issued under the
companys EUR1.5bn
EMTN programme
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%
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
Hammerson
Bond
Coupon
Maturity
5.25%
Issuer
Guarantor
Out amt
Type
None
GBP300m
Senior unsecured
6.875%
None
GBP250m
Senior unsecured
6%
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
Hammerson
Bond
Coupon
Maturity
Issuer
7.25%
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
abc
Klpierre
Bond
Coupon
Maturity
Issuer
Guarantor
Out amt
Type
4.625%
15 Jul 2011
Klpierre
None
EUR600m
Senior unsecured
4.25%
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
Klpierre
Bond
Coupon
Maturity
Issuer
4%
Guarantor
Out amt
Type
None
EUR700m
Senior unsecured
issued under the
companys EUR5bn
EMTN programme
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
None
GBP200m
Senior unsecured
5.625%
None
GBP250m
Senior unsecured
6.75%
GBP300m
Senior unsecured
5.75%
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 issuers 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
None
GBP150m
Senior unsecured
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%
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
abc
Unibail Rodamco
Bond
Coupon
Maturity
Issuer
4%
Guarantor
Out amt
Type
None
EUR500m
Senior unsecured
issued under the
companys EUR3.5bn
EMTN programme
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 Unibails total
value) on indebtedness in excess of EUR15m.
Source: Company data, HSBC
221
abc
Unibail Rodamco
Bond
Coupon
Maturity
4.125%
Issuer
Guarantor
Out amt
Type
EUR500m
Senior unsecured
issued under the
companys EUR2.5bn
EMTN programme
3.75%
Rodamco Europe NV
EUR500m
Senior unsecured
issued under the
companys EUR2bn
EMTN programme
4.375%
Rodamco Europe NV
EUR500m
Senior unsecured
issued under the
companys EUR2bn
EMTN programme
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
abc
Unibail Rodamco
Bond
Coupon
Maturity
3.375%
4.625%
Issuer
Guarantor
Out amt
Type
EUR635m
Senior unsecured
issued under the
companys EUR5.5bn
EMTN programme
EUR500m
Senior unsecured
issued under the
companys EUR5.5bn
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/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
abc
abc
Transport
225
abc
Maturity
Issuer
4.75%
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 AFs
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
abc
Maturity
Issuer
6.75%
Guarantor
Out amt
Type
Senior unsecured
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 Socit 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 Socit 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
abc
Deutsche Lufthansa
Bond
Coupon
Maturity
4.625%
Issuer
Guarantor
Out amt
Type
None
EUR500m
Senior unsecured
6.75%
None
EUR850m
Senior unsecured
issued under the
companys EUR4BN
EMTN programme
6.5%
07 Jul 2016
None
EUR750m
Senior unsecured
issued under the
companys EUR4bn
EMTN programme
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 issuers 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
abc
FirstGroup
Bond
Coupon
Maturity
Issuer
Guarantor
Out amt
Type
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 issuers 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 groups most recent annual audited accounts, and Moodys 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
abc
FirstGroup
Bond
Coupon
Maturity
Issuer
Guarantor
Out amt
Type
Senior unsecured
8.75%
08 Apr 2021 FirstGroup plc As above
Step up
(See Other)
GBP350m
Senior unsecured
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
230
abc
Go-Ahead
Bond
Coupon
Maturity
Issuer
Guarantor
Out amt
Type
Senior unsecured
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 Moodys, S&P and Fitch) is not met.
Source: Company data, HSBC
231
abc
National Express
Bond
Coupon
Maturity
Issuer
Guarantor
Out amt
Type
National Express
Corporation, Durham
School Services, L.P.
and West Midlands
Travel Limited
GBP350m
Senior unsecured
issued under the
companys GBP1bn
EMTN programme
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 issuers 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 groups 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
232
abc
National Express
Bond
Coupon
Maturity
Issuer
Guarantor
Out amt
Type
National Express
Corporation, Durham
School Services, L.P.
and West Midlands
Travel Limited
GBP225m
Senior unsecured
issued under the
companys GBP1bn
EMTN programme
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 issuers 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 groups 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
abc
Stagecoach
Bond
Coupon
Maturity
Issuer
Guarantor
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
abc
235
236
abc
abc
237
abc
Anheuser-Busch InBev
Bond
Coupon
Maturity
Issuer
Guarantor
Out amt
Type
Multiple subsidiaries
EUR750m
Senior unsecured
6.57%
27 Feb 2014 Anheuser-Busch
InBev SA/NV
Step up
(see Other)
Multiple subsidiaries
EUR750m
Senior unsecured
8.625%
30 Jan 2017 Anheuser-Busch
InBev SA/NV
Step up
(see Other)
Multiple subsidiaries
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 issuers consolidated revenue, consolidated EBITDA or
consolidated gross assets, respectively, as reflected in the issuers 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, Moodys, 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, Moodys 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 Moodys 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 Moodys, 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
abc
Anheuser-Busch InBev
Bond
Coupon
Maturity
Issuer
Guarantor
Out amt
Type
Multiple subsidiaries
GBP750m
Senior unsecured
30 Jul 2024
9.75%
Step up
(see Other)
Multiple subsidiaries
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 issuers consolidated revenue, consolidated EBITDA or
consolidated gross assets, respectively, as reflected in the issuers 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, Moodys, 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, Moodys 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 Moodys 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 Moodys, 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
abc
Anheuser-Busch InBev
Bond
Coupon
Maturity
Issuer
Guarantor
Out amt
Type
Multiple subsidiaries
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 issuers consolidated revenue, consolidated
EBITDA or consolidated gross assets, respectively, as reflected in the issuers 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, Moodys, 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,
Moodys 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 Moodys 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
Moodys, 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
abc
Cadbury
Bond
Coupon
Maturity
5.375%
7.25%
Issuer
Guarantor
Out amt
Type
GBP300m
Senior unsecured
18 Jul 2018
GBP350m
Senior unsecured
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 Moodys, 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
241
abc
Carlsberg
Bond
Coupon
Maturity
Issuer
Guarantor
Out amt
6.625%
Type
Senior unsecured
Call
Non-callable except for taxation reasons
Negative pledge
Negative pledge covers bonds, notes, debentures or other securities of the issuer, guarantor and the guarantors
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/Moodys. 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/Moodys 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 guarantors voting rights; (ii) sale,
transfer, lease, or other disposal of property/assets representing >75% of the groups 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
abc
Carlsberg
Bond
Coupon
Maturity
Issuer
Guarantor
Out amt
7%
Type
Senior unsecured
Call
Non-callable except for taxation reasons
Negative pledge
Negative pledge covers bonds, notes, debentures or other securities of the issuer, guarantor and the guarantors
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/Moodys. 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/Moodys 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 guarantors voting rights; (ii) sale,
transfer, lease, or other disposal of property/assets representing >75% of the groups 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
abc
Carlsberg
Bond
Coupon
Maturity
Issuer
Guarantor
Out amt
Type
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 Moodys 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 Moodys 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
abc
Coca-Cola Enterprises
Bond
Coupon
Maturity
6.5%
6.5%
Issuer
Guarantor
Out amt
Type
GBP175m
Senior unsecured
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
245
abc
Maturity
Issuer
Guarantor
Out amt
4.375%
15 Jul 2011
Coca-Cola HBC
Finance BV
Type
Senior unsecured
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
246
abc
Danone
Bond
Coupon
Maturity
5.25%
5.5%
Issuer
Guarantor
Out amt
Type
None
EUR698m
Senior unsecured
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 Danones voting rights. A rating downgrade
means: (i) a rating withdrawal by either S&P, Moodys and/or Fitch; (ii) a downgrade from investment grade to noninvestment grade by S&P, Moodys and/or Fitch; or (iii) a one-notch downgrade from any non-investment grade
rating by either S&P, Moodys 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
247
abc
Danone
Bond
Coupon
Maturity
Issuer
6.375%
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 Danones 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
248
abc
Fonterra
Bond
Coupon
Maturity
Issuer
Guarantor
4.875%
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
249
abc
Fonterra
Bond
Coupon
Maturity
Issuer
Guarantor
9.375%
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 Moodys, 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
250
abc
Heineken
Bond
Coupon
Maturity
7.125%
7.25%
Issuer
Guarantor
Out amt
Type
None
EUR1000m
Senior unsecured
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
251
abc
HJ Heinz
Bond
Coupon
Maturity
Issuer
Guarantor
6.25%
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
252
abc
Pernod Ricard
Bond
Coupon
Maturity
1.154%
4.625%
Issuer
Guarantor
Out amt
Type
None
EUR300m
Senior unsecured
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
groups 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 Moodys and there is a downgrade from
either S&P or Moodys, with the result being that both S&P and Moodys CCR end up below Ba2/BB; (b) if both S&P
and Moodys CCR are investment grade and both are downgraded to below investment grade; or (c) either the S&P
or Moodys 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
253
abc
Pernod Ricard
Bond
Coupon
Maturity
Issuer
7%
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
254
abc
Pernod Ricard
Bond
Coupon
Maturity
Issuer
Guarantor
6.625%
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
255
abc
Pernod Ricard
Bond
Coupon
Maturity
Issuer
Guarantor
6.625%
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
256
abc
SABMiller
Bond
Coupon
Maturity
Issuer
4.5%
Guarantor
Out amt
Type
None
EUR1000m
Senior unsecured
under the companys
USD5bn EMTN
programme
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
257
abc
Suedzucker
Bond
Coupon
Maturity
Issuer
Guarantor
5.75%
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
258
abc
Maturity
Issuer
Guarantor
6.5%
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
259
abc
Maturity
Issuer
Guarantor
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 Moodys 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 Moodys 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
260
abc
Consumer Services
261
abc
Accor
Bond
Coupon
Maturity
6.5%
7.5%
Issuer
Guarantor
Out amt
Type
None
EUR600m
Senior unsecured
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 Moodys, 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
262
abc
Carnival
Bond
Coupon
Maturity
Issuer
4.25%
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 Moodys and S&P.
Covenants
None
Other
None
Source: Company data, HSBC
263
abc
Carnival
Bond
Coupon
Maturity
Issuer
Guarantor
Out amt
Type
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 Moodys 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 Moodys, 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 Moodys, the coupon will be decreased by 1% pa.
Source: Company data, HSBC
264
abc
Compass
Bond
Coupon
Maturity
Issuer
6.375%
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 Moodys 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
265
abc
Compass
Bond
Coupon
Maturity
Issuer
7%
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 Moodys 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
266
abc
Experian
Bond
Coupon
Maturity
Issuer
5.625%
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 issuers holding company and: (1) consequent downgrade to noninvestment grade by S&P or Moodys; or (2) if the notes are not rated by either S&P or Moodys.
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
267
abc
Experian
Bond
Coupon
Maturity
Issuer
Guarantor
4.75%
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 issuers consolidated revenue, as
reflected in the issuers consolidated financial statements.
Put
Bondholder put at par on change of control on the issuers holding company and: (1) consequent downgrade to noninvestment grade by S&P or Moodys; or (2) if the notes are not rated by either S&P or Moodys.
Covenants
None
Other
Events of default include default of the issuer and material subsidiaries subject to a USD75m carve-out.
Source: Company data, HSBC
268
abc
InterContinental Hotels
Bond
Coupon
Maturity
Issuer
Guarantor
Out amt
Type
Senior unsecured
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 issuers 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, Moodys 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 Moodys, 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
269
abc
McDonalds
Bond
Coupon
Maturity
Issuer
Guarantor
Out amt
Type
6.25%
20 Jul 2012
McDonalds Corp
None
EUR300m
Senior unsecured
6.375%
None
GBP200m
Senior unsecured
5.875%
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
270
abc
Maturity
Issuer
5.625%
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 companys 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
271
abc
Sodexo
Bond
Coupon
Maturity
Issuer
Guarantor
4.5%
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 issuers 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
272
abc
Sodexo
Bond
Coupon
Maturity
Issuer
Guarantor
6.25%
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 issuers 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
273
abc
Thomas Cook
Bond
Coupon
Maturity
6.75%
7.75%
Issuer
Guarantor
Out amt
Type
EUR400m
Senior unsecured
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 issuers revenue, EBITDAR or gross assets,
respectively, as reflected in the issuers 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, Moodys 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
274
abc
Personal &
Household goods
275
abc
Fortune Brands
Bond
Coupon
Maturity
Issuer
4%
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
276
abc
Henkel
Bond
Coupon
Maturity
4.25%
4.625%
Issuer
Guarantor
Out amt
Type
None
EUR1000m
Senior unsecured
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
277
abc
Liz Claiborne
Bond
Coupon
Maturity
Issuer
Guarantor
Out amt
Type
5%
08 Jul 2013
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 Moodys 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 Moodys 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 Moodys 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
278
abc
Maturity
Issuer
4.5%
Guarantor
Out amt
Type
None
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 Moodys 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 Moodys 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 Moodys 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
279
abc
Maturity
3.375%
Issuer
Guarantor
Out amt
Type
EUR1400m
Senior unsecured
4.5%
EUR1500m
Senior unsecured
4.125%
EUR600m
Senior unsecured
6.25%
GBP500m
Senior unsecured
5.25%
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
280
abc
Unilever
Bond
Coupon
Maturity
4.625%
Issuer
Guarantor
Out amt
Type
EUR750m
Senior unsecured
4.875%
EUR750m
Senior unsecured
4%
GBP350m
Senior unsecured
3.375%
Unilever Plc
EUR750m
Senior unsecured
4.75%
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
281
282
abc
abc
Retail
283
abc
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
abc
Auchan
Bond
Coupon
Maturity
Issuer
4.125%
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
abc
Auchan
Bond
Coupon
Maturity
4.75%
6%
Issuer
Guarantor
Out amt
Type
None
EUR500m
Senior unsecured
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
286
abc
Auchan
Bond
Coupon
Maturity
Issuer
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
287
abc
Carrefour
Bond
Coupon
Maturity
4.375%
Issuer
Guarantor
Out amt
Type
None
EUR1400m
Senior unsecured
5.375%
None
GBP500m
Senior unsecured
3.625%
None
EUR750m
Senior unsecured
6.625%
None
EUR700m
Senior unsecured
5.375%
None
EUR1000m
Senior unsecured
4.375%
None
EUR600m
Senior unsecured
4%
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 issuers 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
288
abc
Casino Guichard-Perrachon
Bond
Coupon
Maturity
Issuer
6%
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
abc
Casino Guichard-Perrachon
Bond
Coupon
Maturity
Issuer
Guarantor
Out amt
Type
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
abc
DSGi
Bond
Coupon
Maturity
Issuer
Guarantor
6.125%
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 issuers rating is already non-investment grade by either Moodys 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
291
abc
John Lewis
Bond
Coupon
Maturity
Issuer
6.375%
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
John Lewis
Bond
Coupon
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
John Lewis
Bond
Coupon
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
None
EUR449m
Senior unsecured
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
EUR600m
Senior unsecured
3.375%
EUR760m
Senior unsecured
4.375%
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
Maturity
6.375%
Issuer
Guarantor
Out amt
Type
GBP308m
Senior unsecured
5.875%
GBP267m
Senior Unsecured
5.625%
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
issuers 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
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 issuers 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
Moodys 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%
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, Moodys 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 issuers 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
Metro AG
EUR750m
Senior unsecured
3.625%
None
EUR350m
Senior unsecured
under the companys
EUR5bn EMTN
programme
4.75%
None
EUR500m
Senior unsecured
9.375%
Metro AG
EUR500m
Senior unsecured
5.75%
14 Jul 2014
Metro AG
None
EUR600m
Senior unsecured
under the companys
EUR5bn EMTN
programme
7.625%
None
EUR1000m
Senior unsecured
4.25%
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
None
GBP254m
Senior unsecured
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 Moodys 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 Moodys 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 Moodys 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
None
EUR800m
Senior unsecured
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
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 issuers 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
WM Morrison Plc
GBP150m
Senior unsecured
6%
WM Morrison Plc
GBP200m
Senior unsecured
6.125%
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
None
GBP150m
Senior unsecured
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
None
GBP200m
Senior unsecured
3.322%
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 Moodys, 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
None
GBP350m
Senior unsecured
5%
None
GBP389m
Senior unsecured
6%
None
GBP200m
Senior unsecured
5.5%
None
GBP200m
Senior unsecured
4.875%
None
GBP226m
Senior unsecured
5.125%
None
EUR600m
Senior unsecured
5.2%
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 Moodys, 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
None
EUR1500m
Senior unsecured
5%
None
GBP600m
Senior unsecured
5.125%
None
EUR600m
Senior unsecured
5.875%
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 Moodys, 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%
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
Wal-Mart
Bond
Coupon
Maturity
Issuer
5.75%
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
companys 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
Wal-Mart
Bond
Coupon
Maturity
Issuer
4.875%
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
Wal-Mart
Bond
Coupon
Maturity
4.875%
5.625%
Issuer
Guarantor
Out amt
Type
None
EUR1000m
Senior unsecured
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
Wal-Mart
Bond
Coupon
Maturity
Issuer
5.25%
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%
Senior unsecured
3.625%
EUR337m
Senior unsecured
5.125%
09 Jul 2013
BAT International
Finance Plc
EUR519m
Senior unsecured
5.75%
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%
Senior unsecured
5.875%
Senior unsecured
5.5%
Senior unsecured
6.375%
Senior unsecured
4%
07 Jul 2020
GBP500m
BAT Holdings
BAT Plc, BAT Capital EUR600m
(The Netherlands) BV Corporation, BAT
International Finance Plc
Type
Senior Unsecured
under the companys
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%
Senior unsecured
under the companys
USD16bn EMTN
programme
6%
Senior unsecured
under the companys
USD16bn EMTN
programme
7.25%
BAT plc
Senior unsecured
6%
Senior unsecured
under the companys
USD16bn EMTN
programme
5.75%
05 Jul 2040
Senior unsecured
under the companys
USD16bn EMTN
programme
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
abc
Imperial Tobacco
Bond
Coupon
Maturity
Issuer
Guarantor
Out amt
Type
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 Moodys 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 Moodys 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
abc
Imperial Tobacco
Bond
Coupon
Maturity
Issuer
Guarantor
Out amt
Type
Senior unsecured
7.75%
24 Jun 2019 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) 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 Moodys 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 Moodys 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
abc
Imperial Tobacco
Bond
Coupon
Maturity
Issuer
Guarantor
Out amt
Type
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 Moodys 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 Moodys 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
Imperial Tobacco
Bond
Coupon
Maturity
Issuer
5.125%
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
abc
Imperial Tobacco
Bond
Coupon
Maturity
Issuer
4%
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
abc
Imperial Tobacco
Bond
Coupon
Maturity
Issuer
Guarantor
Out amt
Type
Senior unsecured
4.375%
22 Nov 2013 Imperial Tobacco
Finance Plc
Step up
(see Other)
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 Moodys 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
abc
Japan Tobacco
Bond
Coupon
Maturity
Issuer
Guarantor
Out amt
Type
EUR800m
Senior unsecured
5.75%
06 Feb 2013 JTI UK Finance Plc
Step up
(see Other)
GBP250m
Senior unsecured
4.5%
02 Apr 2014 JTI UK Finance Plc
Step up
(see Other)
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 Moodys 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
abc
Philip Morris
Bond
Coupon
Maturity
5.625%
Issuer
Guarantor
Out amt
Type
None
EUR1000m
Senior unsecured
4.25%
None
EUR1250m
Senior unsecured
5.875%
None
EUR750m
Senior unsecured
5.75%
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
abc
Swedish Match
Bond
Coupon
Maturity
Issuer
4.625%
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 issuers 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
329
330
abc
abc
331
abc
Bertelsmann
Bond
Coupon
Maturity
4.375%
Issuer
Guarantor
Out amt
Type
None
EUR500m
Senior unsecured
7.875%
None
EUR750m
Senior unsecured
3.625%
None
EUR500m
Senior unsecured
4.75%
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
abc
BSkyB
Bond
Coupon
Maturity
Issuer
5.75%
Guarantor
Out amt
Type
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
abc
BSkyB
Bond
Coupon
Maturity
Issuer
6%
Guarantor
Out amt
Type
Senior unsecured
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
abc
Maturity
7.5%
Issuer
Guarantor
Out amt
Type
GBP156.5m
Senior unsecured
5.75%
10%
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
abc
Maturity
Issuer
Guarantor
6.375%
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
abc
Ericsson
Bond
Coupon
Maturity
Issuer
5%
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
abc
ITV
Bond
Coupon
Maturity
Issuer
Guarantor
Out amt
Type
Senior unsecured
7.375%
Senior unsecured
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
abc
Lagardere SCA
Bond
Coupon
Maturity
Issuer
4.875%
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
abc
Nokia
Bond
Coupon
Maturity
5.5%
6.75%
Issuer
Guarantor
Out amt
Type
None
EUR1250m
Senior unsecured
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
abc
Pearson
Bond
Coupon
Maturity
Issuer
7%
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
abc
Pearson
Bond
Coupon
Maturity
Issuer
Guarantor
6%
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
abc
Publicis
Bond
Coupon
Maturity
Issuer
4.125%
Guarantor
Out amt
Type
None
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
abc
Reed Elsevier
Bond
Coupon
Maturity
5.625%
7%
Issuer
Guarantor
Out amt
Type
GBP400m
Senior unsecured
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
abc
Reuters
Bond
Coupon
Maturity
Issuer
4.625%
Guarantor
Out amt
Type
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
abc
SAP
Bond
Coupon
Maturity
1.75%
Issuer
Guarantor
Out amt
Type
None
EUR600m
Senior unsecured
2.25%
None
EUR600m
Senior unsecured
2.5%
None
EUR500m
Senior unsecured
3.5%
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
abc
TF1
Bond
Coupon
Maturity
Issuer
Guarantor
4.375%
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
abc
Vivendi
Bond
Coupon
Maturity
Issuer
3.875%
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 Volia
Environnement S.A.) any subsidiary of the issuer which owns the interest of the group in Volia 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
abc
Vivendi
Bond
Coupon
Maturity
4.5%
Issuer
Guarantor
Out amt
Type
None
EUR700m
Senior unsecured
7.75%
None
EUR1120m
Senior unsecured
4.25%
None
EUR500m
Senior unsecured
4%
None
EUR750m
Unsubordinated notes
4.875%
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
abc
Wolters Kluwer
Bond
Coupon
Maturity
5.125%
6.375%
Issuer
Guarantor
Out amt
Type
None
EUR700m
Senior unsecured
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
abc
WPP
Bond
Coupon
Maturity
4.375%
Issuer
Guarantor
Out amt
Type
EUR600m
Senior unsecured
5.25%
EUR500m
Senior unsecured
6.625%
EUR750m
Senior unsecured
6%
GBP400m
Senior unsecured
6.375%
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 Moodys 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
352
abc
abc
Telecoms
353
abc
America Movil
Bond
Coupon
Maturity
Issuer
Guarantor
Out amt
Type
3.75%
Senior unsecured
4.75%
Senior unsecured
5.75%
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
abc
AT&T
Bond
Coupon
Maturity
4.375%
Issuer
Guarantor
Out amt
Type
None
EUR1250m
Senior unsecured
6.125%
None
EUR1250m
Senior unsecured
5.875%
None
GBP750m
Senior unsecured
5.5%
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
abc
Belgacom
Bond
Coupon
Maturity
Issuer
Guarantor
Out amt
Type
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
abc
BT
Bond
Coupon
Maturity
Issuer
Guarantor
Out amt
Type
EUR1125m
Senior unsecured
8.5%
07 Dec 2016 British
None
Step up
Telecommunications
(see "Other")
plc
GBP700m
Senior unsecured
8.625%
GBP300m
Senior unsecured
5.75%
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
abc
BT
Bond
Coupon
Maturity
Issuer
5.25%
22 Jan 2013
5.25%
Guarantor
Out amt
Type
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
abc
Deutsche Telekom
Bond
Coupon
Maturity
11 Jul 2011
7.125%
Step up
(see "Other")
Issuer
Guarantor
Out amt
7.625%
15 Jun 2030 Deutsche Telekom
Deutsche Telekom AG GBP300m
Step up
International Finance
(see "Other")
Type
Senior unsecured
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
abc
Deutsche Telekom
Bond
Coupon
Maturity
Issuer
Guarantor
Out amt
Type
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
360
abc
Deutsche Telekom
Bond
Coupon
Maturity
Issuer
Guarantor
Out amt
Type
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
abc
Deutsche Telekom
Bond
Coupon
Maturity
Issuer
Guarantor
Out amt
Type
4%
Senior unsecured
4.5%
Senior unsecured
5.75%
Senior unsecured
4.375%
Senior unsecured
5.875%
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
abc
Deutsche Telekom
Bond
Coupon
Maturity
Issuer
Guarantor
Out amt
5.625%
19 Jul 2013
Senior unsecured
4.875%
Senior unsecured
5.75%
Senior unsecured
4.75%
Senior unsecured
6%
Senior unsecured
5.375%
27 Jul 2021
Senior unsecured
Deutsche Telekom
Deutsche Telekom AG EUR350m
International Finance
BV
Type
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
363
abc
Deutsche Telekom
Bond
Coupon
Maturity
Issuer
Guarantor
Out amt
4.25%
Senior unsecured
6.5%
Senior unsecured
4.25%
13 Jul 2022
Senior unsecured
4.875%
Senior unsecured
8.875%
Senior unsecured
Deutsche Telekom
Deutsche Telekom AG EUR1250m
International Finance
BV
Type
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
364
abc
Eutelsat
Bond
Coupon
Maturity
Issuer
4.125%
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
abc
France Telecom
Bond
Coupon
Maturity
3%
6.625%
Issuer
Guarantor
Out amt
Type
None
EUR1000m
Senior unsecured
None
EUR1400m
Senior unsecured
7.5%
14 Mar 2011 France Telecom
step up
(see "Other")
None
GBP600m
Senior unsecured
4.625%
None
EUR750m
Senior unsecured
4.375%
EUR1225m
Senior unsecured
5.5%
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
366
abc
France Telecom
Bond
Coupon
Maturity
5.25%
Issuer
Guarantor
Out amt
Type
None
EUR750m
Senior unsecured
3.625%
None
EUR1150m
Senior unsecured
4.75%
EUR1900m
Senior unsecured
8%
None
GBP500m
Senior unsecured
5.625%
None
EUR1550m
Senior unsecured
7.25%
None
GBP450m
Senior unsecured
4.219%
None
EUR500m
Senior unsecured
5.25%
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
France Telecom
Bond
Coupon
Maturity
8.125%
Issuer
Guarantor
Out amt
Type
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
France Telecom
Bond
Coupon
Maturity
5%
Issuer
Guarantor
Out amt
Type
None
EUR1000m
Senior unsecured
5%
None
GBP750m
Senior unsecured
3.875%
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
Hellenic
Telecommunications
Organization S.A.
EUR650m
Senior unsecured
Hellenic
Telecommunications
Organization S.A.
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%
Guarantor
Out amt
Type
Hellenic
Telecommunications
Organization S.A.
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
Hellenic
Telecommunications
Organization S.A.
6%
Hellenic
Telecommunications
Organization S.A.
EUR600m
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
EUR1425m
Senior unsecured
5%
None
EUR1250m
Senior unsecured
4.5%
None
EUR850m
Senior unsecured
6.25%
None
EUR850m
Senior unsecured
6.25%
None
EUR750m
Senior unsecured
4.75%
EUR650m
Senior unsecured
4%
None
EUR1000m
Senior unsecured
6.5%
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%
None
GBP275m
Senior unsecured
4.75%
EUR1000m
Senior unsecured
7.5%
None
EUR750m
Senior unsecured
6%
GBP250m
Senior unsecured
5.625%
EUR700m
Senior unsecured
5.75%
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%
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%
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
Portugal Telecom
Bond
Coupon
Maturity
4.375%
4.5%
Issuer
Guarantor
Out amt
Type
EUR500m
Senior unsecured
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
Portugal Telecom
Bond
Coupon
Maturity
6%
5%
Issuer
Guarantor
Out amt
Type
EUR1000m
Senior unsecured
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
EUR650m
Senior unsecured
4.375%
EUR500m
Senior unsecured
4.875%
09 Jul 2014
EUR650m
Senior unsecured
4.625%
EUR650m
Senior unsecured
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
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
Maturity
Issuer
Guarantor
Out amt
Type
5.625%
Senior unsecured
5.75%
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%
None
EUR750m
Senior unsecured
6.75%
EUR650m
Senior unsecured
7.875%
EUR500m
Senior unsecured
4.75%
EUR673m
Senior unsecured
5.625%
GBP500m
Senior unsecured
8.25%
EUR850m
Senior unsecured
7.375%
GBP750m
Senior unsecured
5.375%
EUR1250m
Senior unsecured
6.375%
GBP850m
Senior unsecured
5.25%
EUR1250m
Senior unsecured
5.875%
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
Telecom Italia
Bond
Coupon
Maturity
Issuer
Out amt
Type
EUR1909m
Senior unsecured
6.25%
EUR1250m
Senior unsecured
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
Telecom Italia
Bond
Coupon
Maturity
7.25%
Issuer
Guarantor
Out amt
Type
EUR1000m
Senior unsecured
6.875%
EUR850m
Senior unsecured
7.75%
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
EUR2250m
Senior unsecured
5.125%
Telefonica S.A.
EUR1500m
Senior unsecured
4.375%
EUR1750m
Senior unsecured
5.375%
GBP750m
Senior unsecured
5.375%
GBP500m
Senior unsecured
5.875%
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
Telefonica
Bond
Coupon
Maturity
4.393%
Issuer
Guarantor
Out amt
Type
EUR500m
Senior unsecured
5.58%
EUR1250m
Senior unsecured
5.888%
GBP500m
Senior unsecured
5.431%
EUR2000m
Senior unsecured
4.674%
EUR1500m
Senior unsecured
3.406%
EUR1400m
Senior unsecured
5.496%
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
Telefonica
Bond
Coupon
Maturity
4.693%
5.289%
Issuer
Guarantor
Out amt
Type
EUR1750m
Senior unsecured
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
Telefonica
Bond
Coupon
Maturity
Issuer
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%
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
None
EUR500m
Senior unsecured
4.875%
None
EUR1000m
Senior unsecured
4.125%
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
None
EUR500m
Senior unsecured
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
None
EUR550m
Senior unsecured
4.75%
None
EUR750m
Senior unsecured
4.75%
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
None
EUR500m
Senior unsecured
4.75%
None
EUR1000m
Senior unsecured
4.25%
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
None
EUR1500m
Senior unsecured
4.75%
15 Jul 2014
Telstra Corporation
Ltd.
None
EUR500m
Senior unsecured
6.125%
None
GBP200m
Senior unsecured
3.875%
24 Jul 2015
None
EUR500m
Senior unsecured
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%
Guarantor
Out amt
Type
Senior unsecured
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
None
EUR1250m
Senior unsecured
6.875%
None
EUR1000m
Senior unsecured
4.625%
None
GBP875m
Senior unsecured
5.125%
None
EUR500m
Senior unsecured
6.25%
None
EUR1250m
Senior unsecured
4.75%
None
EUR500m
Senior unsecured
5.375%
None
GBP600m
Senior unsecured
5%
None
EUR750m
Senior unsecured
8.125%
None
GBP450m
Senior unsecured
4.65%
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%
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%
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%
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%
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
EUR500m
EMTN sr unsecured
4.125%
EUR500m
Senior unsecured
5.5%
EUR750m
EMTN sr unsecured
4.5%
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%
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
CE Electric
Bond
Coupon
Maturity
Issuer
7.25%
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
groups 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 issuers leverage
ratio does not exceed 0.62 and the issuers interest coverage ratio is not less than 2.2; or (ii) the issuers senior
unsecured long-term debt is rated at least BBB/Baa2 by S&P and Duff & Phelps and Moodys.
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
CE Electric
Bond
Coupon
Maturity
Issuer
7.25%
Guarantor
Out amt
Type
Senior unsecured
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%
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 Moodys 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
None
EUR600m
EMTN Sr unsecured
4.5%
None
EUR500m
EMTN Sr unsecured
5%
None
EUR750m
EMTN Sr unsecured
4.875%
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 Moodys 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
None
EUR500m
Senior unsecured
4.875%
None
EUR500m
EMTN sr unsecured
4%
None
EUR500m
EMTN sr unsecured
6.5%
None
EUR500m
EMTN sr unsecured
4.875%
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 issuers 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%
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
EUR750m
EMTN sr unsecured
5.125%
EUR1750m
EMTN sr unsecured
4.125%
EUR750m
EMTN sr unsecured
5.125%
EUR1500m
EMTN sr unsecured
5.125%
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 Moodys 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 guarantors solicited long-term unsecured debt to non-investment grade (BB+ or worse in relation to S&P and
Ba1 or worse in relation to Moodys) 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
EUR1000m
EMTN sr unsecured
5.25%
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 Moodys 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 guarantors solicited long-term unsecured debt to non-investment grade (BB+ or worse in relation to S&P and
Ba1 or worse in relation to Moodys) 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 Moodys 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 guarantors solicited long-term unsecured debt to non-investment grade (BB+ or worse in relation to S&P and
Ba1 or worse in relation to Moodys) 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%
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
None
EUR2000m
EMTN sr unsecured
4.625%
None
EUR500m
EMTN sr unsecured
5%
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 Moodys 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 entitys 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
None
EUR2000m
EMTN sr unsecured
5.5%
None
EUR1100m
EMTN sr unsecured
5%
None
EUR1500m
EMTN sr unsecured
5.375%
None
EUR1200m
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 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 Moodys 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 entitys obligations and liabilities are unconditionally guaranteed by the Republic of France.
Source: Company data, HSBC
421
abc
EDF
Bond
Coupon
Maturity
6.25%
Issuer
Guarantor
Out amt
Type
None
EUR2000m
EMTN sr unsecured
6.875%
None
GBP400m
EMTN sr unsecured
4.625%
EDF
EUR2500m
EMTN sr unsecured
6.25%
None
GBP500m
EMTN sr unsecured
4.625%
EDF
EUR1500m
EMTN sr unsecured
5.875%
18 Jul 2031
EDF SA
None
GBP650m
EMTN sr unsecured
5.625%
None
EUR850m
EMTN sr unsecured
6.125%
None
GBP1500m
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 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 Moodys 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 entitys obligations and liabilities are unconditionally guaranteed by the Republic of France.
Source: Company data, HSBC
422
abc
Maturity
8.75%
Issuer
Guarantor
Out amt
Type
None
GBP200m
Senior unsecured
5.75%
None
GBP350m
EMTN sr unsecured
8.5%
None
GBP200m
Senior unsecured
5.5%
None
GBP300m
EMTN sr unsecured
6.125%
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
Maturity
Issuer
Guarantor
Out amt
Type
None
GBP300m
EMTN sr unsecured
6.125%
None
GBP300m
EMTN sr unsecured
6%
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
Maturity
4.875%
Issuer
Guarantor
Out amt
Type
None
EUR1250m
EMTN sr unsecured
4.125%
None
EUR1000m
EMTN sr unsecured
5.125%
None
EUR1000m
EMTN sr unsecured
3.875%
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%
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%
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
trustees 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 groups 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%
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 Moodys,
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 trustees 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 groups 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
Keepwell agreement
3.25%
Keepwell agreement
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 Moodys,
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
trustees 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 groups 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%
Keepwell agreement
EUR1000m
EMTN sr unsecured
6.625%
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 Moodys,
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 trustees 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 groups 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
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 Moodys,
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
trustees 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 groups 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
Maturity
Issuer
Guarantor
Out amt
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 Moodys, 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
EUR500m
Senior unsecured
4.75%
EUR500m
Senior unsecured
5.625%
EUR500m
Senior unsecured
5.25%
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
EnBW
EUR1000m
EMTN sr unsecured
6%
EnBW
EUR750m
EMTN sr unsecured
4.125%
07 Jul 2015
EnBW International
Finance BV
EnBW
EUR750m
EMTN sr unsecured
4.25%
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 groups 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
EnBW
EUR750m
EMTN sr unsecured
4.875%
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 groups 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
GBP400m
EMTN sr unsecured
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 pblica (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
None
EUR750m
EMTN sr unsecured
4.75%
None
EUR750m
EMTN sr unsecured
5.25%
Enel SpA
EUR300m
EMTN sr unsecured
5.25%
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 Enels 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%
None
EUR1000m
EMTN sr unsecured
FRN
None
EUR1300m
EMTN sr unsecured
4%
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%
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
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 guarantors 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%
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
None
EUR1000m
Senior unsecured
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 groups 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 groups 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
None
EUR500m
EMTN sr unsecured
5%
None
EUR500m
EMTN sr unsecured
4.625%
None
EUR750m
EMTN sr unsecured
4.5%
None
EUR750m
EMTN sr unsecured
6%
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%
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 issuers 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 issuers rating is already non-investment grade by any rating
agency. These are defined as S&P, Moodys, 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 issuers 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%
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 issuers 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 issuers rating is already non-investment grade by any rating
agency. These are defined as S&P, Moodys 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
Iberdrola SA
EUR1014m
EMTN sr unsecured
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 Moodys, 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 guarantors board of directors or other governing body.
A rating downgrade is defined as a downgrade of the guarantors 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
Iberdrola
Bond
Coupon
Maturity
4.875%
7.5%
Issuer
Guarantor
Out amt
Type
Iberdrola SA
EUR1500m
EMTN sr unsecured
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 Moodys, 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 guarantors board of directors or other governing body.
A rating downgrade is defined as a downgrade of the guarantors 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
Iberdrola
Bond
Coupon
Maturity
5.625%
4.125%
Issuer
Guarantor
Out amt
Type
Iberdrola SA
EUR750m
EMTN sr unsecured
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 Moodys, 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 guarantors board of directors or other governing body.
A rating downgrade is defined as a downgrade of the guarantors 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
Iberdrola
Bond
Coupon
Maturity
Issuer
Guarantor
Out amt
Type
6%
01 Jul 2022
Iberdrola Finanzas
SAU
Iberdrola SA
GBP200m
EMTN sr unsecured
7.375%
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 Moodys, 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 guarantors board of directors or other governing body.
A rating downgrade is defined as a downgrade of the guarantors 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
Iberdrola
Bond
Coupon
Maturity
4.875%
3.5%
Issuer
Guarantor
Out amt
Type
EUR750m
EMTN sr unsecured
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 Pblica 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
Iberdrola
Bond
Coupon
Maturity
Issuer
Guarantor
8.375%
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
Iberdrola
Bond
Coupon
Maturity
Issuer
6.75%
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
None
EUR643m
Senior unsecured
24 Jul 2013
None
GBP263m
EMTN sr unsecured
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
National Grid
Bond
Coupon
Maturity
4.125%
Issuer
Guarantor
Out amt
Type
None
EUR1000m
Senior unsecured
5%
02 Jul 2018
None
EUR600m
EMTN sr unsecured
4.375%
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
National Grid
Bond
Coupon
Maturity
6.125%
6.5%
Issuer
Guarantor
Out amt
Type
None
GBP349m
EMTN sr unsecured
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
National Grid
Bond
Coupon
Maturity
6.625%
7.375%
Issuer
Guarantor
Out amt
Type
None
EUR600m
EMTN sr unsecured
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/Moodys, 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
National Grid
Bond
Coupon
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
National Grid
Bond
Coupon
Maturity
Issuer
Guarantor
FRN
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
National Grid
Bond
Coupon
Maturity
5.125%
Issuer
Guarantor
Out amt
Type
EUR800m
EMTN sr unsecured
6%
GBP300m
EMTN sr unsecured
6.375%
GBP358m
EMTN sr unsecured
7%
GBP300m
Senior unsecured
8.75%
GBP125m
Senior unsecured
FRN
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
National Grid
Bond
Coupon
Maturity
FRN
Issuer
Guarantor
Out amt
Type
GBP140m
EMTN sr unsecured
FRN
GBP100m
EMTN sr unsecured
FRN
GBP100m
EMTN sr unsecured
6%
GBP457m
EMTN sr unsecured
FRN
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
National Grid
Bond
Coupon
Maturity
Issuer
Guarantor
5.875%
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
Maturity
Issuer
Guarantor
5.5%
10 Jul 2017
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
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 Moodys, 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 issuers 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 Moodys 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%
Guarantor
Out amt
Type
Red Elctrica de
Espaa 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
RWE AG
EUR1500m
EMTN sr unsecured
6.125%
RWE AG
EUR1808m
EMTN sr unsecured
6.375%
RWE AG
GBP630m
EMTN sr unsecured
4.625%
23 Jul 2014
RWE Finance BV
RWE AG
EUR530m
EMTN sr unsecured
6.25%
RWE AG
EUR850m
EMTN sr unsecured
5.125%
23 Jul 2018
RWE Finance BV
RWE AG
EUR980m
EMTN sr unsecured
6.5%
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 AG
GBP500m
EMTN sr unsecured
5.625%
RWE AG
GBP487.5m
EMTN sr unsecured
6.25%
RWE AG
GBP760m
EMTN sr unsecured
6.125%
06 Jul 2039
RWE AG
GBP1000m
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
467
abc
RWE
Bond
Coupon
Maturity
5.75%
5%
Issuer
Guarantor
Out amt
Type
RWE AG
EUR1000m
EMTN sr unsecured
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 Moodys 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 guarantors credit rating to non-investment grade (BB+ or worse for
S&P, Ba1 or worse for Moodys) 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
RWE AG
EUR1000m
EMTN sr unsecured
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 Moodys 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 guarantors credit rating to non-investment grade (BB+ or worse for
S&P, Ba1 or worse for Moodys) 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%
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 issuers or any guarantors 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 Moodys 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
EUR600m
EMTN sr unsecured
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 Moodys 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 guarantors 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
GBP500m
EMTN sr unsecured
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 Moodys 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 guarantors 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%
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%
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
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%
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
GBP500m
EMTN sr unsecured
5.125%
None
GBP300m
EMTN sr unsecured
FRN
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 Moodys 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 guarantors 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
None
EUR300m
Senior unsecured
5.5%
None
EUR500m
EMTN sr unsecured
4.625%
None
EUR600m
Senior unsecured
6.625%
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 Moodys 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 guarantors 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
None
EUR500m
EMTN sr unsecured
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%
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
EUR600m
Senior unsecured
4.875%
EUR600m
EMTN sr unsecured
FRN
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 groups 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 groups 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
Maturity
Issuer
Guarantor
4.5%
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
EUR500m
EMTN sr unsecured
5.75%
EUR850m
EMTN sr unsecured
4.25%
EUR1350m
EMTN sr unsecured
5.25%
EUR1100m
EMTN sr unsecured
6.75%
EUR650m
EMTN sr unsecured
6.125%
GBP350m
EMTN sr unsecured
6.25%
EUR1100m
EMTN sr unsecured
6.875%
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
EUR500m
EMTN sr unsecured
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%
EMTN sr unsecured
4.75%
16 Jul 2019
EMTN sr unsecured
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 Moodys, 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 guarantors 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
None
GBP250m
Senior unsecured
FRN
None
GBP105m
Senior unsecured
FRN
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
None
GBP225m
Senior unsecured
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
Maturity
Issuer
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 (Moodys 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 (Moodys and S&P) below A3/A- to and
including BBB-/Baa3.
Source: Company data, HSBC
490
abc
Centrica
Bond
Coupon
Maturity
Issuer
5.875%
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
Centrica
Bond
Coupon
Maturity
Issuer
5.5%
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 Moodys 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 Centricas 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
Centrica
Bond
Coupon
Maturity
Issuer
Guarantor
Out amt
Type
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 Moodys 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 issuers 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
Centrica
Bond
Coupon
Maturity
Issuer
Guarantor
Out amt
Type
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 Moodys 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 issuers 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
Centrica
Bond
Coupon
Maturity
Issuer
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 Moodys 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 issuers 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
EUR500m
EMTN sr unsecured
09 Jul 2014
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 Moodys, 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 guarantors board of directors or other governing body. A
rating downgrade is defined as a downgrade of the guarantors 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
Gas Natural
Bond
Coupon
Maturity
3.375%
4.375%
Issuer
Guarantor
Out amt
Type
EUR650m
EMTN sr unsecured
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 Moodys, 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 guarantors board of directors or other governing body. A
rating downgrade is defined as a downgrade of the guarantors 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
Gas Natural
Bond
Coupon
Maturity
4.125%
6.375%
Issuer
Guarantor
Out amt
Type
EUR700m
EMTN sr unsecured
09 Jul 2019
EUR500m
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 Moodys, 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 guarantors board of directors or other governing body. A
rating downgrade is defined as a downgrade of the guarantors 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
Gas Natural
Bond
Coupon
Maturity
4.5%
5.125%
Issuer
Guarantor
Out amt
Type
EUR850m
EMTN sr unsecured
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 Moodys, 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 guarantors board of directors or other governing body. A
rating downgrade is defined as a downgrade of the guarantors 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
EUR400m
Senior unsecured
5.5%
None
EUR300m
EMTN sr unsecured
5.125%
EUR750m
Senior unsecured
B notes
5.75%
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
GDF Suez
Bond
Coupon
Maturity
4.375%
Issuer
Guarantor
Out amt
Type
None
EUR1750m
EMTN sr unsecured
6.25%
None
EUR1400m
EMTN sr unsecured
5%
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
GDF Suez
Bond
Coupon
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%
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
GDF Suez
Bond
Coupon
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
GDF Suez
Bond
Coupon
Maturity
Issuer
4.75%
Guarantor
Out amt
Type
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
None
EUR1400m
EMTN sr unsecured
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
Maturity
Issuer
Guarantor
Out amt
5.625%
Type
Senior unsecured
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 NGNs 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
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
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
Maturity
Issuer
4.625%
Guarantor
Out amt
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
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
513
abc
Maturity
Issuer
Guarantor
Out amt
6.25%
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
Guarantor
Out amt
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%
Guarantor
Out amt
Type
Class A unwrapped
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%
Guarantor
Out amt
Type
Class A unwrapped
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
Anglian Water
Services Financing
Plc
Type
Class A unwrapped
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
Anglian Water
Services Financing
Plc
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
abc
Maturity
Issuer
2.4%
Guarantor
Out amt
Type
Class A unwrapped
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
Type
Class A unwrapped
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
abc
Dwr Cymru
Bond
Coupon
Maturity
FRN
Issuer
Guarantor
Out amt
Type
GBP325m
Class B1 assetbacked
6.015%
GBP350m
Class A1 assetbacked
FRN
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 DWRs 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
abc
Dwr Cymru
Bond
Coupon
Maturity
FRN
FRN
Issuer
Guarantor
Out amt
Type
GBP140m
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 DWRs 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
abc
Northumbrian Water
Bond
Coupon
Maturity
6%
Issuer
Out amt
Type
GBP300m
Senior unsecured
5.625%
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 Waters 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 guarantors 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
abc
Northumbrian Water
Bond
Coupon
Maturity
Issuer
Guarantor
6.875%
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 Waters 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
abc
Severn Trent
Bond
Coupon
Maturity
Issuer
5.25%
Guarantor
Out amt
Type
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
abc
Severn Trent
Bond
Coupon
Maturity
5.25%
6%
Issuer
Guarantor
Out amt
Type
GBP200m
EMTN sr unsecured
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
STWSs 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
abc
Severn Trent
Bond
Coupon
Maturity
Issuer
6.125%
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
STWSs 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
Severn Trent
Bond
Coupon
Maturity
Issuer
6.25%
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 STWSs 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
Severn Trent
Bond
Coupon
Maturity
Issuer
Guarantor
Out amt
Type
FRN
EMTN sr unsecured
FRN
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
STWSs 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
Maturity
Issuer
FRN
Guarantor
Out amt
Type
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
abc
Southern Water
Bond
Coupon
Maturity
Issuer
Guarantor
Out amt
6.125%
Class A unwrapped
bonds
5%
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
Southern Water
Bond
Coupon
Maturity
FRN
FRN
Issuer
Guarantor
Out amt
Type
GBP350m
Sub class A
unwrapped
GBP350m
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
abc
Southern Water
Bond
Coupon
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
abc
Southern Water
Bond
Coupon
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
abc
Maturity
Issuer
Guarantor
Out amt
Type
5.875%
16 Jul 2040
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
abc
Suez Environnement
Bond
Coupon
Maturity
4.875%
Issuer
Guarantor
Out amt
Type
EUR1300m
EMTN sr unsecured
6.25%
EUR800m
EMTN sr unsecured
4.125%
EUR500m
EMTN sr unsecured
5.5%
22 Jul 2024
EUR500m
EMTN sr unsecured
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 Moodys 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 issuers 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
abc
Thames Water
Bond
Coupon
Maturity
Issuer
Guarantor
Out amt
6.125%
Type
Guaranteed class A
unwrapped bond issued
under the companys
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 Waters 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
abc
Thames Water
Bond
Coupon
Maturity
Issuer
Guarantor
Out amt
4.9%
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 Waters 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
abc
Thames Water
Bond
Coupon
Maturity
Issuer
Guarantor
Out amt
6.75%
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 Waters 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
abc
Thames Water
Bond
Coupon
Maturity
Issuer
Guarantor
Out amt
6.5%
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 Waters 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
abc
Thames Water
Bond
Coupon
Maturity
Issuer
Guarantor
Out amt
5.125%
Type
EMTN programme
senior unsecured
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 Waters 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
abc
Thames Water
Bond
Coupon
Maturity
Issuer
Guarantor
Out amt
FRN
11 Jul 2053
Type
EMTN programme
senior unsecured
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 Waters 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
abc
Thames Water
Bond
Coupon
Maturity
Issuer
Guarantor
Out amt
FRN
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 Waters 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
abc
Thames Water
Bond
Coupon
Maturity
Issuer
Guarantor
Out amt
5.375%
21 Jul 2025
5.750%
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
abc
United Utilities
Bond
Coupon
Maturity
4.25%
Issuer
Guarantor
Out amt
Type
EUR500m
Senior unsecured
5.625%
GBP300m
EMTN sr unsecured
5%
GBP200m
Senior unsecured
FRN
07 Jul 2056
GBP100m
EMTN sr unsecured
FRN
28 Jul 2056
GBP100m
EMTN sr unsecured
FRN
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
abc
United Utilities
Bond
Coupon
Maturity
6.125%
5.75%
Issuer
Guarantor
Out amt
Type
GBP425m
EMTN sr unsecured
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
abc
United Utilities
Bond
Coupon
Maturity
Issuer
8.875%
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
abc
Veolia Environnement
Bond
Coupon
Maturity
5.875%
Issuer
Guarantor
Out amt
Type
EUR671m
EMTN sr unsecured
4.875%
EUR550m
EMTN sr unsecured
FRN
EUR875m
Senior unsecured
4%
EUR900m
Senior unsecured
4.375%
EUR1140m
Senior unsecured
5.375%
EUR750m
EMTN sr unsecured
4.375%
EUR600m
Senior unsecured
5.125%
EUR1000m
Senior unsecured
6.125%
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
abc
Veolia Environnement
Bond
Coupon
Maturity
Issuer
Guarantor
Out amt
5.875%
13 Jul 2026
Type
Senior unsecured
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 guarantors 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
abc
Veolia Environnement
Bond
Coupon
Maturity
5.25%
Issuer
Guarantor
Out amt
Type
EUR1250m
EMTN sr unsecured
6.75%
EUR750m
EMTN sr unsecured
FRN
EUR834m
EMTN sr unsecured
6.125%
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
abc
Wessex Water
Bond
Coupon
Maturity
Issuer
Guarantor
Out amt
5.375%
Type
Senior unsecured
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 guarantors 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
abc
Wessex Water
Bond
Coupon
Maturity
Issuer
Guarantor
Out amt
5.75%
Type
Senior unsecured
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 guarantors 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
abc
Yorkshire Water
Bond
Coupon
Maturity
Issuer
Guarantor
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 Limiteds (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 YWSLs 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 Moodys/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
abc
Yorkshire Water
Bond
Coupon
Maturity
Issuer
Guarantor
Out amt
6%
Senior unsecured
issued under the
companys GBP8bn
EMTN programme.
6%
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
abc
Yorkshire Water
Bond
Coupon
Maturity
Issuer
6.375%
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
abc
Yorkshire Water
Bond
Coupon
Maturity
Issuer
Guarantor
Out amt
FRN
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
abc
abc
Hybrids
561
abc
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
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
abc
Maturity
Issuer
Guarantor
Out amt
Type
Fixed to floating
Perp
Casino Guichard
Perrachon SA
None
EUR600m
Optional noncumulative
Fixed coupon
Floating
Equity credit
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
abc
Dong Energy
Bond
Coupon type
Maturity
Issuer
Fixed to floating
Guarantor
Out amt
Type
None
EUR1,100m
Optional cumulative
Fixed coupon
Floating
Equity credit
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
abc
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
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/prts 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
abc
Eurogate
Bond
Coupon type
Maturity
Issuer
Guarantor
Out amt
Type
Fixed to floating
Perp
None
EUR150m
Optional cumulative
Fixed coupon
Floating
Equity credit
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
abc
Henkel
Bond
Coupon type
Maturity
Issuer
Fixed to floating
Guarantor
Out amt
Type
None
EUR1,300m
Mandatory and
optional
Fixed coupon
Floating
Equity credit
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 bonds 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
abc
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
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
abc
Linde
Bond
Coupon type
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
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
abc
Linde
Bond
Coupon type
Maturity
Issuer
Guarantor
Out amt
Type
Fixed to floating
Perp
Linde Finance BV
Linde AG
EUR400m
Optional cumulative
Fixed coupon
Floating
Equity credit
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
abc
Lottomatica
Bond
Coupon type
Maturity
Issuer
Fixed to floating
Guarantor
Out amt
Type
None
EUR750m
Mandatory and
optional
Fixed coupon
Floating
Equity credit
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 Moodys 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 bonds 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.
571
abc
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
abc
Michelin
Bond
Coupon type
Maturity
Issuer
Guarantor
Fixed to floating
Out amt
Type
EUR226m
Optional cumulative
Fixed coupon
Floating
Equity credit
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
abc
Pfleiderer
Bond
Coupon type
Maturity
Issuer
Fixed to floating
Perp
Guarantor
Out amt
Type
EUR275m
Optional cumulative
Fixed coupon
Floating
Equity credit
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
abc
Rexam
Bond
Coupon type
Maturity
Issuer
Fixed to floating
Guarantor
Out amt
Type
None
EUR750m
Optional cumulative
Fixed coupon
Floating
Equity credit
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
abc
Siemens
Bond
Coupon type
Maturity
Issuer
Guarantor
Fixed to floating
Out amt
Type
EUR900m
Mandatory and
optional
Fixed coupon
Floating
Equity credit
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
abc
Siemens
Bond
Coupon type
Maturity
Issuer
Guarantor
Fixed to floating
Out amt
Type
GBP750m
Mandatory and
optional
Fixed coupon
Floating
Equity credit
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
abc
Solvay
Bond
Coupon type
Maturity
Issuer
Guarantor
Fixed to floating
Out amt
Type
EUR500m
Optional cumulative
Fixed coupon
Floating
Equity credit
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
abc
Suedzucker
Bond
Coupon type
Maturity
Issuer
Fixed to floating
Perp
Guarantor
Out amt
Type
Suedzucker
Suedzucker AG
International Finance
BV
EUR500m
Mandatory and
optional
Fixed coupon
Floating
Equity credit
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
abc
TenneT
Bond
Coupon type
Maturity
Issuer
Fixed to floating
Perpetual
Guarantor
Out amt
Type
EUR500m
Optional cumulative
Fixed coupon
Coupon adjustments
Equity credit
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 issuers 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
abc
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
abc
Vattenfall
Bond
Coupon type
Maturity
Issuer
Fixed to floating
Perp
Guarantor
Out amt
Type
EUR1,000m
Non cumulative
mandatory/cumulative
optional
Fixed coupon
Floating
Equity credit
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 Vattenfalls (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
582
abc
Vinci
Bond
Coupon type
Maturity
Issuer
Guarantor
Out amt
Type
Fixed to floating
Perp
Vinci
None
EUR500m
Optional noncumulative
Fixed coupon
Floating
Equity credit
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
abc
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
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
abc
Glossary
585
abc
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
abc
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
abc
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:
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
abc
abc
590
abc
Company Index
591
abc
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 Espaa ..................................................68
Centrica...........................................................491
CEZ.................................................................411
Ciments Franais ..............................................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
abc
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
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
Klpierre .........................................................216
KPN ................................................................373
G4S .................................................................131
Gas Natural .....................................................497
GDF Suez........................................................501
Gecina .............................................................212
GKN..................................................................15
GlaxoSmithKline ............................................105
Glencore..........................................................178
Go-Ahead........................................................231
Hammerson.....................................................213
Heineken .........................................................251
Henkel.............................................................277
Hera.................................................................445
HJ Heinz .........................................................252
Holcim ..............................................................73
Hutchison Whampoa ......................................132
Maersk ............................................................138
MAN .................................................................48
Marks & Spencer ............................................297
McDonalds ....................................................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
593
abc
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
abc
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
595
abc
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
abc
Notes
597
Notes
598
abc
abc
Notes
599
Notes
600
abc
abc
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
601
abc
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
602
abc
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 Mxico, S.A., Institucin de
Banca Mltiple, Grupo Financiero HSBC, HSBC Bank Brasil S.A. - Banco Mltiplo, 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
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142/06/2010 and MICA (P) 193/04/2010
[278366]
603
abc
Rates
Credit
Europe
Keerthi Angammana, CFA
+44 20 7991 6701
keerthisri.angammana@hsbcib.com
Europe
Ben Ashby
Head of Credit Research, Europe
+44 20 7991 5475
ben.ashby@hsbcib.com
Subhrajit Banerjee
+44 20 7991 6851
subhrajit.banerjee@hsbcib.com
Theologis Chapsalis
+44 20 7991 6735
theologis.chapsalis@hsbcib.com
Lior Jassur
+44 20 7991 1287
lior.jassur@hsbcib.com
Zoe Duong Vu
+44 20 7991 5915
zoe.d.vu@hsbcib.com
Fredrik Dahlqvist
+44 20 7991 5983
fredrik.dahlqvist@hsbcib.com
Leandro Galli
+44 20 7991 5979
Olga Fedotova
+44 20 7992 3707
olga.fedotova@hsbcib.com
leandro.galli@hsbcib.com
R Gopi
+91 80 3001 3692
Dominic Kini
+44 20 7991 6717
dominic.kini@hsbcib.com
rgopi@hsbc.co.in
Guy Maycock
+44 20 7991 5491
guy.maycock@hsbcib.com
Paul Lee
+44 20 7991 5912
paul.h.b.lee@hsbcib.com
Laura Maedler
+44 20 7991 6790
laura.maedler@hsbcib.com
Ksenia Mishankina
+44 20 7992 3703
ksenia.mishankina@hsbcib.com
Remus Negoita
+44 20 7991 5975
remus.negoita@hsbcib.com
Johannes Rudolph
+49 211 910 2157
johannes.rudolph@hsbctrinkaus.de
virgilesguerra@hsbc.com.hk
Ki Yong Seong
+852 2822 4277
kiyongseong@hsbc.com.hk
Americas
Larry Dyer
+1 212 525 0924
lawrence.j.dyer@us.hsbc.com
Pablo Goldberg
+1 212 525 8729
pablo.a.goldberg@us.hsbc.com
Gordian Kemen
+1 212 525 4326
gordian.x.kemen@us.hsbc.com
Alejandro Mrtinez-Cruz
+52 55 5721 2380
alejandro.martinezcr@hsbc.com.mx
Jae Yang
+1 212 525 0861
Hernan M Yellati
+1 212 525 6787
jae.yang@us.hsbc.com
hernan.m.yellati@us.hsbc.com
peng.sun@hsbcib.com
Asia
Dilip Shahani
Head of Global Research, Asia-Pacific
+852 2822 4520
dilipshahani@hsbc.com.hk
Keith Chan
+852 2822 4522
keithkfchan@hsbc.com.hk
Sheldon Chan
+852 2822 3232
sheldonchan@hsbc.com.hk
Yi Hu
+852 2996 6539
yi.hu@hsbc.com.hk
Louisa Lam
+852 2822 4527
louisamclam@hsbc.com.hk
Becky Liu
+852 2822 4392
beckyjliu@hsbc.com.hk
Devendran Mahendran
+852 2822 4521
devendran@hsbc.com.hk
Mary Ellen Olson
+852 2822 4524
mary.ellen.olson@hsbc.com.hk
Zhiming Zhang
+852 2822 4523
zhimingzhang@hsbc.com.hk
Americas
Van Hesser
Head of Credit Research, US Financial Institutions
+1 212 525 3114
van.hesser@us.hsbc.com
John Kollar
+1 212 525 3118
john.kollar@us.hsbc.com
Anthony McCutcheon
+1 212 525 4198
anthony.c.mccutcheon@us.hsbc.com
Monica A Parekh
+1 212 525 4117
monica.a.parekh@us.hsbc.com
9/17/2010
1:33 AM
Page 1
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.
Paul Lee
Analyst
HSBC Bank Plc
+44 20 7991 5912
paul.h.b.lee@hsbcib.com
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.
Laura Maedler
Analyst
HSBC Bank Plc
+44 20 7991 6790
laura.maedler@hsbcib.com
Remus Negoita
Analyst
HSBC Bank Plc
+44 20 7991 5975
remus.negoita@hsbcib.com
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.
Zoe D Vu
Analyst
HSBC Bank Plc
+44 20 7991 5915
zoe.d.vu@hsbcib.com
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 bachelors degree in Investment and Financial Risk Management
from Cass Business School, London.
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