Wolf Theiss advises RBI on tender offer and EUR 500m Tier 2 notes issuance

Vienna, 14 October 2024 – Wolf Theiss provided comprehensive advice to Raiffeisen Bank International AG (“RBI”) in relation to (i) its invitation to existing holders of its outstanding “EUR 500m Subordinated Callable Fixed-to-Fixed Rate Reset Notes due March 2030” (XS2049823763) to tender their Tier 2 notes for purchase by the company and (ii) its role as issuer of the “EUR 500.000.000 Subordinated Callable Fixed-to-Fixed Rate Reset Notes due January 2035” (XS2904849879).

The tender offer commenced on 25 September 2024 and was made on the terms and subject to the conditions set out in the tender offer memorandum dated the same day. Tier 2 notes amounting to EUR 309,100,000 were validly tendered. The settlement of the tender offer took place on 4 October 2024.

In addition, RBI successfully completed the issuance of EUR 500 million Tier 2 notes. The notes have a maturity of 10.25 years and were placed with professional clients and eligible counterparties with an initial coupon of 5.250% per annum. Each note is denominated at EUR 100,000.00 and they are listed on the regulated market of the Luxembourg Stock Exchange. Signing occurred on 30 September 2024 and closing on 2 October 2024.

In relation to German law aspects of the tender offer, the issuer was advised by Freshfields Bruckhaus Deringer Rechtsanwälte Steuerberater PartG mbB. The international banking consortium was advised by White & Case LLP.

RBI was advised by Partner Claus Schneider, Counsel Christine Siegl, Counsel Nikolaus Dinhof-Renezeder and Senior Associate Sebastian Prakljacic (all Debt Capital Markets), as well as by Counsel Eva Stadler (Tax) for tax-related matters.

“We are very pleased to have been involved in the successful tender offer and the placement of the Tier 2 issuance by RBI. We value the mutual trust and extend our congratulations to RBI on this successful new issuance and tender offer.”

Claus Schneider, Partner