UniCredit launches €1.25bn tender offer and concurrent Tier 2 bond issuance

On 12 May 2026, UniCredit S.p.A. Initiated a strategic shift in its capital management by launching a cash tender offer for its outstanding subordinated debt. The move targets the bank’s “Euro 1,250,000,000 Fixed Rate Resettable Tier 2 Subordinated Callable Notes due 15 January 2032,” aiming to repurchase the full nominal amount of €1.25 billion.

Did You Know? The newly issued Tier 2 subordinated bond is structured with a 10-year maturity and includes a call option that allows the issuer to act after five years.

Concurrently, the bank announced the issuance of a new series of Tier 2 subordinated callable bonds. This new debt, also totaling €1.25 billion, is designed for institutional investors and has been admitted to the Luxembourg Stock Exchange. It carries a fixed interest rate of 4.231% until May 2031, at which point the coupon will reset based on the 5-year swap rate plus an initial spread if the bond remains outstanding.

Expert Insight: This dual-track approach of tendering existing notes while issuing new ones is a classic move for proactive financial structuring. By replacing older debt with a new instrument, the bank may be seeking to manage its long-term interest obligations and capital ratios more effectively in the current market environment.

Strategic Execution and Legal Oversight

The complex legal framework for these operations involved multiple advisory teams. A&O Shearman, led by partner Cristiano Tommasi, provided counsel to UniCredit S.p.A. Regarding the tender and issuance, with Elia Ferdinando Clarizia advising on tax-related matters. Internally, the bank’s Business Legal Advice team, including Rosa Piscitelli, Roberta Grasselli, and Marco Daina, managed the legal profiles of the transaction.

The joint lead managers for the issuance received guidance from Linklaters, with a team led by partners Anna Ferraresso and Ugo Orsini. As the tender offer proceeds, the bank’s future capital position will likely be shaped by the success of this debt substitution, as it continues to utilize its Euro Medium Term Note programme to navigate market conditions.

Frequently Asked Questions

What is the primary objective of the cash tender offer?

The offer is part of UniCredit S.p.A.’s proactive management of its financial structure, allowing the bank to repurchase its existing €1.25 billion in fixed-rate resettable subordinated notes due in 2032.

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How does the coupon structure work for the new bond issuance?

The new bond carries a fixed rate of 4.231% until May 2031. If the issuer does not exercise its call option at that time, the coupon will be reset based on the 5-year swap rate plus the initial spread.

Who provided legal counsel for these transactions?

A&O Shearman assisted UniCredit S.p.A. With a team directed by Cristiano Tommasi, while Linklaters advised the joint lead managers with a team led by Anna Ferraresso and Ugo Orsini.

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