Wolf Theiss advises Raiffeisen Bank International AG in EUR 650 million Additional Tier 1 Notes issuance and repurchase tender offer

Vienna, 26 November 2024 – Wolf Theiss acted as legal advisor to Raiffeisen Bank International AG in connection with the successful issuance of EUR 650,000,000 Fixed to Reset Rate Additional Tier 1 Notes and its tender offer for the repurchase of EUR 650,000,000 Fixed to Reset Rate Additional Tier 1 Notes of 2017

The “EUR 650 million Fixed to Reset Rate Additional Tier 1 Notes of 2024 with a First Reset Date of 15 June 2030” (ISIN: XS2785548053) were issued on 25 November 2024. This issuance strengthens the regulatory capital position of Raiffeisen Bank International AG (“RBI“) and reflects its commitment to maintaining a robust capital base in line with European banking regulations.

The transaction was facilitated by a consortium of leading financial institutions. BofA Securities Europe SA, BNP Paribas, Citigroup Global Markets Europe AG, Crédit Agricole Corporate and Investment Bank, Raiffeisen Bank International AG and UBS Europe SE acted as Joint Lead Managers, while Banco de Sabadell, S.A. and ING Bank N.V. Belgian Branch served as Co-Managers.

Additionally, Wolf Theiss assisted RBI with its tender offer to repurchase its outstanding “EUR 650,000,000 Fixed to Reset Rate Additional Tier 1 Notes of 2017 with a First Reset Date on 15 December 2022” (ISIN: XS1640667116). The offer allows noteholders to sell their notes back to RBI at a purchase price of 101.875%, with the settlement date expected on or around 27 November 2024.

Wolf Theiss’ mandate in advising RBI involved providing comprehensive legal support, in particular in relation to the transaction documents such as the Securities Note, the Subscription Agreement, Agency Agreement and Global Note for the new issuance as well as the Tender Offer and the Dealer Manager Agreement for the tender offer.

The Wolf Theiss (Vienna) team consisted of Partner Claus Schneider and Counsel Christine Siegl, supported by Senior Associate Sebastian Prakljacic (all Banking & Finance) and Counsel Eva Stadler (tax).

“We congratulate RBI on the execution of this interesting project within an ambitious timeframe. The high professionalism of all parties involved and their close cooperation, in particular with the RBI Team, were the main reasons for the successful closing of these two transactions”,

says Christine Siegl, Counsel, Wolf Theiss.