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Swiss Re Refinances Hybrid Debt

Paul, Weiss client Swiss Reinsurance Company Ltd. has closed a refinancing of hybrid debt, which involved the issuance in the Regulation S market of €750 million of perpetual subordinated notes through a repackaging vehicle, ELM BV, and a series of intermediated tender offers undertaken by HSBC.

The tender offers included an offer outside the United States to purchase fixed rate euro-denominated perpetual subordinated securities issued by ELM and fixed rate and floating rate Australian dollar-denominated perpetual subordinated securities issued by ELM, in each case secured over perpetual subordinated loan notes of Swiss Re, and an offer in the United States to purchase dollar-denominated perpetual preferred securities of Swiss Re Capital I LP, whose underlying assets were perpetual subordinated notes issued by another Swiss Re affiliate. The offering that closed March 31 represents the twentieth securities offering we have handled for Swiss Re. Over time, these offerings have included equity, Yankee bonds, perpetual and dated hybrid securities, contingent convertible securities, convertible debt and mandatorily convertible debt, targeting investors in the Swiss retail market, the Euro institutional market, the U.S. 144A market and the Asia private bank market, in multiple currencies (U.S. dollars, Australian dollars, euro, Swiss francs and sterling). 

The Paul, Weiss team included securities partner Mark Bergman and counsel John Satory. Assistance on tax matters was provided by tax partner David Mayo in the New York office.

March 31, 2015

Paul, Weiss Team

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