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A&O Shearman advises UniCredit on tender offer and concurrent Tier 2 bond issuance

A&O Shearman advises UniCredit on tender offer and concurrent Tier 2 bond issuance
On May 12, 2026, UniCredit S.p.A. announced the launch of a cash tender offer for its euro-denominated fixed rate subordinated notes entitled “Euro 1,250,000,000 Fixed Rate Resettable Tier 2 Subordinated Callable Notes due January 15, 2032”, with an outstanding aggregate nominal amount of EUR1.25 billion, in accordance with the terms of the Tender Offer Memorandum dated May 12, 2026. The offer is in line with the bank’s proactive management of its financial structure. 

Concurrently, the bank announced the issuance of a new Tier 2 callable subordinated bond in dematerialized form, aimed at institutional investors. The bond, with a nominal value of EUR1.25bn and a 10-year maturity callable after five 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 five-year swap rate, plus the initial spread. The notes are documented 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 advised UniCredit S.p.A. on the transactions with a team led 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 on tax matters. 

Cristiano Tommasi, partner, commented: “We are delighted to have advised UniCredit on this transaction, which reflects the bank’s ability to proactively and strategically manage its capital structure. For our team, this was a particularly significant deal that required effective coordination on multiple fronts within very tight timelines.”

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