UniCredit launches €1.25bn tender offer and concurrent Tier 2 bond issuance
Posted on May 25, 2026
On 12 May 2026, UniCredit S.p.A. announced the launch of a cash tender offer to repurchase its euro-denominated fixed-rate resettable subordinated notes, "Euro 1,250,000,000 Fixed Rate Resettable Tier 2 Subordinated Callable Notes due 15 January 2032," with a total outstanding nominal amount of €1.25 billion, according to the terms of the Tender Offer Memorandum. The offer is part of the bank’s proactive management of its financial structure.
Simultaneously, the bank announced the issuance of a new Tier 2 subordinated callable bond in dematerialised form, targeted at institutional investors. The bond, with a nominal value of €1.25 billion and a 10-year maturity (callable after 5 years), carries a fixed rate of 4.231% until May 2031. From that date, if not called by the issuer, the coupon will be reset based on the 5-year swap rate plus the initial spread. The notes were issued under UniCredit S.p.A.’s Euro Medium Term Note programme and have been admitted to listing on the regulated market of the Luxembourg Stock Exchange.
A&O Shearman assisted UniCredit S.p.A. in these operations with a team directed by partner Cristiano Tommasi, with counsel Sarah Capella, supported by senior associate Elisabetta Rapisarda and trainees Antonio Iuliano and Maria Kareeva. Counsel Elia Ferdinando Clarizia provided assistance regarding tax aspects. For UniCredit S.p.A., the legal profiles were managed by the internal Business Legal Advice team, with support from Rosa Piscitelli, Roberta Grasselli, and Marco Daina.
Linklaters advised the joint lead managers with a team led by partners Anna Ferraresso and Ugo Orsini, alongside counsel Linda Taylor, managing associate Laura Le Masurier, and associate Leonardo Agostini.
