HSBC - Corporate Bond Covenants - The Guide.PDF

*Employed by a non-US affiliate of HSBC Securities (USA) Inc, and is not registered/qualified pursuant to FINRA regulations.

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By Philippe Landroit, Paul Lee, Laura Maedler,Remus Negoita, Rodolphe Ranouil and Zoe D Vu

Corporate Bond CovenantsThe Guide

Disclosures and Disclaimer This report must be read with the disclosures and analystcertifications in the Disclosure appendix, and with the Disclaimer, which forms part of it

European Credit ResearchSeptember 2010

Eu

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Philippe Landroit, CFAAnalystHSBC Bank Plc+44 20 7991 [email protected]

Philippe Landroit is a fixed income credit analyst who covers the Autos, Consumer Services and Industrials sectors.He began his investment banking career in 1999 and joined HSBC in May 2002. Philippe gained his Chartered FinancialAnalyst (CFA) designation in 2003.

Paul LeeAnalystHSBC Bank Plc+44 20 7991 [email protected]

Paul Lee is a fixed income analyst covering the Consumer Goods and Retail sectors. He began his investment bankingcareer with HSBC in 2006, having completed his Masters degree from the University of Cambridge in 2004.

Laura MaedlerAnalystHSBC Bank Plc+44 20 7991 [email protected]

Laura Maedler is a fixed income analyst covering the Telecoms sector. She began her investment banking career in2006 working in M&A Advisory and joined HSBC in January 2010. Laura completed her Masters degree at theUniversity of Edinburgh in 2005.

Remus NegoitaAnalystHSBC Bank Plc+44 20 7991 [email protected]

Remus joined HSBC Global Research in September 2007 after receiving a Masters from the University of ParisPantheon-Assas. He currently focuses on the Autos and Industrials sectors.

Rodolphe Ranouil, CFAAnalystHSBC Bank Plc+44 20 7991 [email protected]

Rodolphe Ranouil, covers utilities, energy and infrastructure credits. He began his career with CCF in 1997 and joinedthe Paris credit research team in 1999. He relocated to London in 2001. Rodolphe earned his Chartered FinancialAnalyst (CFA) designation in 2003.

Zoe D VuAnalystHSBC Bank Plc+44 20 7991 [email protected]

Zoe joined the European credit research team in September 2009 after initially joining Global Research in September2008 on the graduate programme. She worked in the EMEA Equity Research team covering Utilities and GlobalEconomics team prior to her current role. Zoe has a bachelors degree in Investment and Financial Risk Managementfrom Cass Business School, London.

100916_28253 Corporate Bond Covenant Guide - Remus Negoita A4_F:Layout 1 9/17/2010 1:33 AM Page 1

European Credit Research Corporate Bond Covenants September 2010

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Preface 3

Autos, Industrials & Infrastructure 5 Aerospace & Defence, Auto Parts, Capital Goods 7 Autos 35 Building Materials & Construction 67 Chemicals and Pharma 87 Diversified Industrials & Business Services 125 Infrastructure 149 Metals & Mining 171 Oil & Gas 187 Paper 207 Property 211 Transport 225

Consumer, Retail & Tobacco 235 Food and Beverages 237 Consumer Services 261 Personal & Household goods 275 Retail 283 Tobacco 315

Telecoms & Media 329 Media & Technology 331 Telecoms 353

Utilities 399 Electric 401 Gas 489 Water 511

Hybrids 561

Glossary 585

Company Index 591

Disclosure appendix 601

Disclaimer 603

Contents


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This is the latest edition of our corporate bond covenants guide, first published in 2004. The guide has grown to provide a summary of the key terms and conditions for almost 1,200 euro- and sterling-denominated bonds issued by around 250 companies across all non-financial sectors. The focus is on investment grade benchmark bonds (over EUR500m/GBP100m) although we made an allowance for some smaller, unrated or sub-investment grade issues which in our view may be of particular interest to investors. A separate section of the guide includes hybrid bonds.

The information provided herein should not be substituted for investors' own due diligence, i.e. a full review of all terms and conditions of bond prospectuses (including supplements), offering circulars or other appropriate documentation should be undertaken before making an investment decision.

September 2010

Preface


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Autos, Industrials & Infrastructure


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Aerospace & Defence, Auto Parts,

Capital Goods


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Alstom Bond Coupon Maturity Issuer Guarantor Out amt Type

4% 23 Sep 2014 Alstom SA None EUR750m Senior unsecured 4.125% 01 Feb 2017 Alstom SA None EUR750m Senior unsecured 4.5% 18 Mar 2020 Alstom SA None EUR750m Senior unsecured

Call

Non-callable except for taxation reasons

Negative pledge

Yes. Relevant debt covers bonds listed or traded on a regulated securities market.

Put

Put at 101% of the principal amount on a change of control (one or more individuals or institutions, acting alone or in concert, who did not previously control the issuer, acquiring control of the issuer ie holding directly or indirectly through companies controlled by the person(s) concerned more than 50% of the voting rights attached to the issuers shares)

Covenants

None

Other

Events of default include cross-default of the issuer or any of its principal subsidiaries (>5% or more of the consolidated group revenues) on financial debt of at least EUR35m (excludes project finance indebtedness) Source: Company data, HSBC


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Areva Bond Coupon Maturity Issuer Guarantor Out amt Type

3.875% 23 Sep 2016 AREVA SA None EUR1250m Senior unsecured issued under the companys EUR5bn EMTN programme

4.375% 06 Nov 2019 AREVA SA None EUR750m Senior unsecured issued under the companys EUR5bn EMTN programme

4.875% 23 Sep 2024 AREVA SA None EUR1000m Senior unsecured issued under the companys EUR5bn EMTN programme

Call


Negative pledge

Negative pledge covers the relevant indebtedness of the issuer, defined as any bonds, notes, debentures, loan stock or other quoted/listed securities

Put

None

Covenants

None

Other

Events of default include cross-default of the issuer or a material subsidiary (>5% of group assets or revenues) on indebtedness in excess of EUR35m Source: Company data, HSBC


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Atlas Copco Bond Coupon Maturity Issuer Guarantor Out amt Type

4.75% 05 Jun 2014 Atlas Copco None EUR600m Senior unsecured

Call


Negative pledge

Yes, but excludes bank debt/permitted security interests. Limitation on sale and leaseback transactions

Put

Yes, put at par on put event defined as a change of control resulting in a rating downgrade to non-investment grade, or a full rating notch downgrade if the ratings are already non-investment grade

Covenants

None

Other

Events of default include cross-default of issuer/material subsidiary on indebtedness in excess of USD40m Source: Company data, HSBC


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BAE Systems Bond Coupon Maturity Issuer Guarantor Out amt Type

10.75% 24 Nov 2014 BAE Systems plc None GBP100m Senior unsecured

Call

Callable at higher of par or UKT 12% 2013/2017 + standard UK tax call

Negative pledge

See covenants for limit on secured indebtedness

Put

None

Covenants

Limitation on secured and unsecured borrowings (net borrowings not to exceed 150% of adj. share capital and reserves, secured borrowings not to exceed 50% of adj. share capital and reserves other adjustments) + restrictions on disposals of assets (gross value of assets disposed of not to exceed 30% of gross value of group assets)

Other

Events of default include cross-default of issuer/principal subsidiary (>15% of adj. share capital and reserves or turnover or group PBT) on indebtedness in excess of 1% of adj. share capital and reserves Source: Company data, HSBC


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EADS Bond Coupon Maturity Issuer Guarantor Out amt Type

4.625% 12 Aug 2016 EADS Finance BV EADS NV EUR1000m Senior unsecured issued under the companys EUR3bn EMTN programme

5.5% 25 Sep 2018 EADS Finance BV EADS NV EUR500m Senior unsecured issued under the companys EUR3bn EMTN programme

Call


Negative pledge

Yes, but excludes bank debt/project finance debt/securitisation debt/acquisition debt/existing securirty

Put

None

Covenants

None

Other

Events of default include cross-acceleration of issuer/guarantor/material subsidiaries (>60% of consolidated assets) on indebtedness in excess of EUR100m (for 2018 bond) / EUR150m (for 2016 bond) Source: Company data, HSBC


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Finmeccanica Bond Coupon Maturity Issuer Guarantor Out amt Type

8.125% 03 Dec 2013 Finmeccanica Finance SA

Finmeccanica SpA EUR1000m Senior unsecured issued under the companys EUR2.5bn EMTN programme

8% 16 Dec 2019 Finmeccanica Finance SA

Finmeccanica SpA GBP400m Senior unsecured issued under the companys EUR2.5bn EMTN programme

Call


Negative pledge

Yes, excludes bank debt/securitisation, covers issuer, guarantor or material subsidiary. Relevant indebtedness covers any bond, note, debenture, or similar instrument that is, or is capable of being, listed, quoted or traded on any stock exchange or in any securities market and OTC market. Material subsidiary is defined as any company with excess of 50% of issued share capital owned by Finmeccanica or 10% of consolidated gross revenues and assets.

Put

None

Covenants

None

Other

Events of default include cross-default of issuer, guarantor or any material subsidiary on indebtedness in excess of EUR25m. Material subsidiary is defined as any company with excess of 50% of issued share capital owned by Finmeccanica or 10% of consolidated gross revenues and assets. Source: Company data, HSBC


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Finmeccanica Bond Coupon Maturity Issuer Guarantor Out amt Type

5.75% 12 Dec 2018 Finmeccanica Finance SA


5.25% 21 Jan 2022 Finmeccanica Finance SA


4.875% 24 Mar 2025 Finmeccanica Spa None EUR500m Senior unsecured issued under the companys EUR2bn EMTN programme

Call

Non-callable except for taxation reasons.

Negative pledge

Yes, excludes bank debt/securitisation, covers issuer, guarantor or material subsidiary. Relevant indebtedness covers any bond, note, debenture, or similar instrument that is, or is capable of being, listed, quoted or traded on any stock exchange or in any securities market and OTC market. Material subsidiary is defined as any company with excess of 50% of issued share capital owned by Finmeccanica or 10% of consolidated gross revenues and assets.

Put

None

Covenants

None

Other

Events of default include cross-default of issuer, guarantor or any material subsidiary on indebtedness in excess of EUR25m. Material subsidiary is defined as any company with excess of 50% of issued share capital owned by Finmeccanica or 10% of consolidated gross revenues and assets. Source: Company data, HSBC


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GKN Bond Coupon Maturity Issuer Guarantor Out amt Type

7% 14 May 2012 GKN Holdings plc None GBP201m Senior unsecured

Call

Non-callable except for tax reasons

Negative pledge

Yes, but excludes bank debt

Put

None

Covenants

None

Other

Events of default include cross-default of issuer/principal subsidiaries (> 10% of profits on ordinary activities before tax and exceptionals or of net assets) on indebtedness in excess of the greater of GBP15m or 1% of adjusted capital and reserves. Source: Company data, HSBC


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GKN Bond Coupon Maturity Issuer Guarantor Out amt Type

6.75% 28 Oct 2019 GKN Holdings plc None GBP350m Senior unsecured

Call

Callable at higher of par or UKT 8% 2021 + standard UK tax call

Negative pledge

Yes, but excludes bank debt

Put

None

Covenants

None

Other

Events of default include cross-default of issuer/principal subsidiaries (> 10% of profits on ordinary activities before tax and exceptionals or of net assets) on indebtedness in excess of the greater of GBP15m or 1% of adjusted capital and reserves. Source: Company data, HSBC


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Metso Bond Coupon Maturity Issuer Guarantor Out amt Type

7.25% Step up (See Other)

10 Jun 2014 Metso Corporation None EUR300m Senior unsecured issued under the companys EUR1.5bn EMTN programme.

Call


Negative pledge

Yes, excludes bank debt/securitisation. Relevant indebtedness covers any bond, note, debenture, or similar instrument that is, or is capable of being, listed, quoted or traded on any stock exchange or in any securities market and OTC market.

Put

Put at par on a put restructuring event (defined as acquiring more than 50% of share capital or voting rights) resulting in a rating downgrade to non-investment grade or a rating withdrawal or a one-notch downgrade if already non-investment grade.

Covenants

None

Other

Events of default include cross-default of issuer/material subsidiary on indebtedness in excess of EUR15m. Material subsidiary is defined as a subsidiary of the issuer whose total assets or net sales are not less than 5% of the consolidated total assets or net sales, respectively. Coupon steps up by 125bp if rating is downgraded to non-investment grade by Moodys or S&P or if the bond ceases to be rated by at least two rating agencies, and steps down if upgraded back to investment grade by both Moodys and S&P. Source: Company data, HSBC


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Michelin Bond Coupon Maturity Issuer Guarantor Out amt Type

6.5% 16 Apr 2012 Michelin Luxembourg SCS

Compagnie Financiere Michelin

EUR500m Senior unsecured

Call


Negative pledge

Yes, but excludes bank debt.

Put

None

Covenants

None

Other

Events of default include cross-default of issuer/guarantor on indebtedness in excess of EUR10m. Source: Company data, HSBC


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Michelin Bond Coupon Maturity Issuer Guarantor Out amt Type


24 Apr 2014 Michelin Luxembourg SCS

Compagnie Financiere Michelin

EUR750m Senior unsecured issued under the companys EUR2bn EMTN programme.

Call


Negative pledge

Yes, excludes bank debt/securitisation. Relevant indebtedness covers any bond, note, debenture, or similar instrument that is, or is capable of being, listed, quoted or traded on any stock exchange or in any securities market and OTC market.

Put


Covenants

None

Other

Events of default include cross-default of issuer/guarantor on capital indebtedness in excess of EUR50m. Coupon steps up by 125bp if rating is downgraded to non-investment grade, steps down if upgraded back to investment grade. Source: Company data, HSBC


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Robert Bosch Bond Coupon Maturity Issuer Guarantor Out amt Type

3.75% 12 Jun 2013 Robert Bosch GmbH None EUR700m Senior unsecured issued under the companys EUR3bn EMTN programme.

4.375% 19 May 2016 Robert Bosch GmbH None EUR750m Senior unsecured issued under the companys EUR2bn EMTN programme

5.125% 12 Jun 2017 Robert Bosch GmbH None EUR600m Senior unsecured issued under the companys EUR3bn EMTN programme.

5% 06 Aug 2019 Robert Bosch GmbH None EUR300m Senior unsecured issued under the companys EUR3bn EMTN programme

Call


Negative pledge

Yes, but only covers capital market indebtedness. Capital market indebtedness is defined as obligation for the repayment of money in the form of bonds, notes, or any other similar securities that are or intended to be quoted, listed or traded on any stock exchange.

Put

None

Covenants

None

Other

Events of default include cross-default of issuer on capital market indebtedness in excess of EUR25m Source: Company data, HSBC


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Rolls Royce Bond Coupon Maturity Issuer Guarantor Out amt Type

7.375% 14 Jun 2016 Rolls Royce plc Rolls Royce Group plc GBP200m Senior unsecured issued under the companys GBP600m EMTN programme

Call


Negative pledge

Yes, but excludes bank debt/sterling debenture stock.

Put

Yes, put at par if restructuring event (change of control/disposals within 36 months represent more than 50% of group operating profit) leads to rating downgrade to non-investment grade.

Covenants

None

Other

Events of default include cross-default of issuer/guarantor on indebtedness in excess of GBP20m or, if greater, 2% of consolidated net worth. Source: Company data, HSBC


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4.5% 16 Mar 2011 Rolls Royce plc Rolls Royce Group plc EUR750m Senior unsecured issued under the companys GBP1.25bn EMTN programme

Call


Negative pledge

Yes, but excludes bank debt/sterling debenture stock

Put

None

Covenants

None

Other



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6.75% 30 Apr 2019 Rolls-Royce plc Rolls-Royce Group plc GBP500m Senior unsecured issued under the companys EUR1.75bn EMTN programme.

Call


Negative pledge

Yes, but excludes bank debt/sterling debenture stock. Relevant indebtedness covers any bond, note, debenture, or similar instrument that is, or is capable of being, listed, quoted or traded on any stock exchange or in any securities market and OTC market of the issuer or the guarantor.

Put

Put at par on a put restructuring event (defined as acquiring more than 50% of share capital or voting rights of the guarantor or any company of which the guarantor is a subsidiary) resulting in a rating downgrade to non-investment grade or a rating withdrawal or a one-notch downgrade if already non-IG by S&P or Moodys.

Covenants

None

Other



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Safran Bond Coupon Maturity Issuer Guarantor Out amt Type

4% 26 Nov 2014 Safran SA None EUR750m Senior unsecured

Call


Negative pledge

Yes. Relevant indebtedness covers bonds, notes or other securities (capable of being) quoted, listed or traded on any stock exchange, or OTC or other securities market. It refers to the issuer and its principal subsidiaries (EBITDA or assets >5% of group total).

Put

Put at par on change of control (with control as defined in the French Code du commerce)

Covenants

None

Other

Events of default include cross-default of issuer/principal subsidiary on indebtedness exceeding EUR50m. Source: Company data, HSBC


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Sandvik Bond Coupon Maturity Issuer Guarantor Out amt Type

6.875% 25 Feb 2014 Sandvik AB None EUR600m Senior unsecured issued under the companys EUR3bn EMTN programme.

Call


Negative pledge

Yes, but excludes bank debt. relevant indebtedness covers any bond, note, debenture, or similar instrument that is, or is capable of being, listed, quoted or traded on any stock exchange or in any securities market and OTC market.

Put

Put at par on a put restructuring event (defined as acquiring more than 50% of share capital or voting rights) resulting in a rating downgrade to non-investment grade or withdrawn or a one-notch downgrade if already non-investment grade.

Covenants

None

Other

Events of default include cross-default of issuer/principal subsidiaries on indebtedness in excess of EUR50m. Principal subsidiary is defined as any subsidiary whose total assets represent 10% or more of the consolidated total assets of the group. Source: Company data, HSBC


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Schneider Electric Bond Coupon Maturity Issuer Guarantor Out amt Type

6.75% 16 Jul 2013 Schneider Electric SA None EUR487m Senior unsecured issued under the companys EUR6bn EMTN programme.

4.5% 17 Jan 2014 Schneider Electric SA None EUR500m Senior unsecured issued under the companys EUR4.7bn EMTN programme

5.375% 08 Jan 2015 Schneider Electric SA None EUR750m Senior unsecured issued under the companys EUR6bn EMTN programme

3.625% 20 Jul 2020 Schneider Electric SA None EUR500m Senior unsecured issued under the companys EUR6bn EMTN programme.

Call


Negative pledge

Negative pledge covers relevant debt defined as bonds quoted, admitted to trading or ordinarily dealt in on any stock exchange, OTC market or other securities market.

Put

Put at par on a change of control or a potential change of control (acquisition of more than 50% of the share capital or more than 50% of the voting rights) resulting in a rating downgrade to non-investment grade (or a one-notch downgrade if the ratings are already non-investment grade).

Covenants

None

Other

Events of default include cross-default of issuer/principal subsidiaries on indebtedness in excess of EUR40m. Principal subsidiary is defined as any subsidiary of the issuer whose net operating income or total assets represent 10% or more of the consolidated net operating income or total assets of the issuer and its consolidated subsidiaries. Source: Company data, HSBC


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Schneider Electric Bond Coupon Maturity Issuer Guarantor Out amt Type

4% 11 Aug 2017 Schneider Electric SA None EUR1030m Senior unsecured issued under the companys EUR3.5bn EMTN programme

Call


Negative pledge


Put

None

Covenants

None

Other

Events of default include cross-default of issuer/principal subsidiaries (representing more than 10% of consolidated net operating income/consolidated assets) on indebtedness in excess of EUR40m. Source: Company data, HSBC


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Siemens Bond Coupon Maturity Issuer Guarantor Out amt Type

5.75% 04 Jul 2011 Siemens Financieringsmaatschappij NV

Siemens AG EUR2000m Senior unsecured

5.25% 12 Dec 2011 Siemens Financieringsmaatschappij NV

Siemens AG EUR1550m Senior unsecured under the companys EUR5bn programme

4.125% 20 Feb 2013 Siemens Financieringsmaatschappij NV


5.375% 11 Jun 2014 Siemens Financieringsmaatschappij NV


5.125% 20 Feb 2017 Siemens Financieringsmaatschappij NV


5.625% 11 Jun 2018 Siemens Financieringsmaatschappij NV


Call


Negative pledge


Put

None

Covenants

None

Other

Events of default cover the default of the issuer and the guarantor. Source: Company data, HSBC


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Smiths Group Bond Coupon Maturity Issuer Guarantor Out amt Type

7.25% 30 Jun 2016 Smith Group plc None GBP150m Senior unsecured

Call

Callable at higher of par or UKT 8% 2015 + standard UK tax call.

Negative pledge

Yes, but excludes bank debt/sterling securities with maturities falling after 30 June 2020

Put

Yes, Put at par if restructuring event (change of control, assets disposed of representing more than 50% of consolidated op. profit) results in a rating downgrade to non-investment grade.

Covenants

None

Other

Events of default include cross-default of issuer/material subsidiaries (>15% of group turnover) on indebtedness in excess of GBP20m or, if greater, 5% of adj. capital and reserves. Source: Company data, HSBC


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Thales Bond Coupon Maturity Issuer Guarantor Out amt Type

4.375% 22 Jul 2011 Thales SA None EUR775m Senior unsecured issued under the companys EUR1.5bn Global MTN programme

4.375% 02 Apr 2013 Thales SA None EUR600m Senior unsecured issued under the companys EUR3bn EMTN programme.

Call


Negative pledge

Yes, but excludes bank debt/project financing/securitisation.

Put

None

Covenants

None

Other

Events of default include cross-default of issuer on indebtedness in excess of EUR50m (for the 2011 bond) or EUR100m (for the 2013 bond) Source: Company data, HSBC


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Tomkins Bond Coupon Maturity Issuer Guarantor Out amt Type

8% 20 Dec 2011 Tomkins plc None GBP150m Senior unsecured issued under the companys GBP750m global MTN programme

6.125% 16 Sep 2015 Tomkins Finance plc Tomkins plc GBP250m Senior unsecured issued under the companys GBP750m EMTN programme

Call


Negative pledge

Yes but excludes bank debt.

Put

Yes, put at par in case of put event (defined as a change of control or disposal/acquisition of assets representing more than 25% of group operating profits in the last 12 months) and subsequent downgrade to non-investment grade(or withdrawal of ratings) if ratings investment grade or a 2-notch downgrade if ratings already non-investment grade.

Covenants

None

Other

Events of default include cross-default of issuer/guarantor/material subsidiary (>15% of total assets and >5% of turnover) on indebtedness in excess of GBP10m. Source: Company data, HSBC


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Valeo Bond Coupon Maturity Issuer Guarantor Out amt Type

3.75% 24 Jun 2013 Valeo None EUR600m Senior unsecured issued under the companys EUR2bn EMTN Programme

Call


Negative pledge

Yes, but excludes bank debt and applies to material subsidiaries (>10% of consolidated assets, revenues and op. income).

Put

Yes, put at par in case of change of control (>50% of capital or voting rights owned or acquired by any person or persons acting in concert) and subsequent rating downgrade to non-investment grade.

Covenants

None

Other

Events of default include cross-default of issuer on indebtedness in excess of EUR20m. Source: Company data, HSBC


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Vestas Bond Coupon Maturity Issuer Guarantor Out amt Type

4.625% 23 Mar 2015 Vestas Wind Systems A/S

None EUR600m Senior unsecured

Call

Callable at par for taxation reasons. Also callable at the option of the issuer (with not less than 30 nor more than 60 days notice) at make whole + 35bp. Also 20% clean-up call at par if put option is exercised.

Negative pledge

Yes. Relevant debt covers any bond, note, loan stock, or other securities listed/traded on any stock exchange or other securities (including OTC) market.

Put

Put at par on change of control (power to cast more than half of the votes at a shareholders general meeting, or power to appoint/remove the majority of the directors of the board, or the holding more than half of the issued share capital)

Covenants

None

Other

Events of default include cross-default of issuer or any material subsidiary (whose gross assets or pre-tax profits are at least 15% of the groups total) on financial indebtedness exceeding 3% of the issuers total equity. Source: Company data, HSBC


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Autos


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BMW Bond Coupon Maturity Issuer Guarantor Out amt Type

4.625% 29 Oct 2010 BMW Finance NV BMW AG EUR400m Senior unsecured issued under the companys EUR30bn EMTN programme

5.25% 04 Feb 2011 BMW Finance NV BMW AG EUR600m Senior unsecured issued under the companys EUR30bn EMTN programme

3.875% 06 Apr 2011 BMW Finance NV BMW AG EUR750m Senior unsecured issued under the companys USD10bn EMTN programme

4.125% 24 Jan 2012 BMW Finance NV BMW AG EUR1000m Senior unsecured issued under the companys EUR15bn EMTN programme

6.125% 02 Apr 2012 BMW Finance BMW AG EUR1250m Senior unsecured issued under the companys EUR30bn EMTN programme

Call

Non-callable except for tax reasons.

Negative pledge

Negative pledge covers the International capital market indebtedness (notes with an original maturity of more than one year).

Put

None

Covenants

None

Other

No cross-default provision. Source: Company data, HSBC


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BMW Bond Coupon Maturity Issuer Guarantor Out amt Type 6.375% 23 Jul 2012 BMW US Capital, LLC BMW AG EUR1500m Senior unsecured

issued under the companys EUR30bn EMTN programme

4.875% 18 Oct 2012 BMW Finance N.V. BMW AG EUR1000m Senior unsecured issued under the companys EUR20bn EMTN programme

4.625% 20 Feb 2013 BMW US Capital, LLC BMW AG EUR750m Senior unsecured issued under the companys USD10bn EMTN programme

2.875% 18 Apr 2013 BMW Finance NV BMW AG EUR1000m Senior unsecured issued under the companys EUR30bn EMTN programme

8.875% 19 Sep 2013 BMW Finance NV BMW AG EUR1250m Senior unsecured issued under the companys EUR30bn EMTN programme

Call


Negative pledge

Negative pledge covers the international capital market indebtedness (notes with an original maturity of more than one year).

Put

None

Covenants

None

Other



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BMW Bond Coupon Maturity Issuer Guarantor Out amt Type 5.25% 21 Nov 2013 BMW Finance NV BMW AG GBP300m Senior unsecured



4% 17 Sep 2014 BMW Finance NV BMW AG EUR1800m Senior unsecured issued under the companys EUR30bn EMTN programme

5% 28 May 2015 BMW US Capital, LLC BMW AG EUR1750m Senior unsecured issued under the companys EUR30bn EMTN programme


Call


Negative pledge


Put

None

Covenants

None

Other



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BMW Bond Coupon Maturity Issuer Guarantor Out amt Type 5% 02 Oct 2017 BMW (UK) Capital plc BMW AG GBP300m Senior unsecured


5% 06 Aug 2018 BMW Finance NV BMW AG EUR750m Senior unsecured issued under the companys USD10bn EMTN programme

Call


Negative pledge


Put

None

Covenants

None

Other



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Daimler Bond Coupon Maturity Issuer Guarantor Out amt Type

3.625% 10 Nov 2010 Daimler Canada Finance Inc

Daimler AG EUR1000m Senior unsecured issued under the companys USD25bn EMTN programme

7% 21 Mar 2011 Daimler International Finance B.V.


6.875% 10 Jun 2011 Daimler International Finance B.V.


5.75% 10 Aug 2011 Daimler Canada Finance Inc

Daimler AG GBP300m Senior unsecured issued under the companys USD30bn EMTN programme

5.875% 08 Sep 2011 Daimler International Finance B.V.


Call


Negative pledge


Put

None

Covenants

None

Other

Events of default include cross-default of issuer (or guarantor) on indebtedness in excess of USD25m. Source: Company data, HSBC


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Daimler Bond Coupon Maturity Issuer Guarantor Out amt Type 4.25% 04 Oct 2011 Daimler Finance North

America LLC Daimler AG EUR1250m Senior unsecured

issued under the companys USD25bn EMTN programme

9% 30 Jan 2012 Daimler International Finance B.V.


7.75% 26 Mar 2012 Daimler International Finance B.V.


5% 23 May 2012 Daimler Finance North America LLC


4.375% 21 Mar 2013 Daimler Finance North America LLC


Call


Negative pledge


Put

None

Covenants

None

Other



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Daimler Bond Coupon Maturity Issuer Guarantor Out amt Type 3% 19 Jul 2013 Daimler AG None EUR1000m Senior unsecured


7.875% 16 Jan 2014 Daimler International Finance B.V.


4.625% 02 Sep 2014 Daimler AG None EUR2000m Senior unsecured issued under the companys EUR35bn EMTN programme

6.125% 08 Sep 2015 Daimler International Finance B.V.


4.125% 19 Jan 2017 Daimler AG None EUR1000m Senior unsecured issued under the companys EUR35bn EMTN programme

Call


Negative pledge


Put

None

Covenants

None

Other



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Fiat Bond Coupon Maturity Issuer Guarantor Out amt Type

6.75% 25 May 2011 Fiat Finance & Trade Fiat SpA EUR1300m Senior unsecured under the companys EUR15bn EMTN programme

Call


Negative pledge

Negative pledge covers the quoted indebtedness of the issuer or the guarantor defined as bonds, notes, debentures, loan stock or other securities which are capable of being quoted, listed or ordinarily dealt in on any stock exchange or OTC market or other securities market.

Put

None

Covenants

None

Other



44

abc


5.625% 15 Nov 2011 Fiat Finance & Trade Fiat SpA EUR1000m Senior unsecured under the companys EUR15bn EMTN programme

Call

Callable on giving not less than 15 or more than 30 days notice to the noteholders. The redemption amount is the greater of 101% of par and Bunds + 50bp. Also callable except for taxation reasons.

Negative pledge

Negative pledge covers the quoted indebtedness of the issuer or the guarantor defined as bonds, notes, debentures, loan stock or other securities which are capable of being quoted, listed or ordinarily dealt in on any stock exchange or OTC market or other securities market.

Put

None

Covenants

None

Other

Events of default include cross-default of issuer/guarantor/material subsidiary on indebtedness in excess of EUR100m, cross-acceleration on indebtedness over EUR250m. Source: Company data, HSBC


45

abc


6.625% 15 Feb 2013 Fiat Finance & Trade Fiat SpA EUR1000m Senior unsecured

Call

Callable the redemption amount is the greater of 101% of par and Bunds + 50bp. Also callable for taxation reasons.

Negative pledge

Negative pledge covers the indebtedness of the issuer/guarantor/material subsidiary defined as any notes, bonds debenture stock, loan stock or other securities, any loan financing/loan stock, any liability under or in respect of any bankers acceptance or bankers acceptance credit. Excludes indebtedness of a member of the Fiat Group to any other member of the Fiat Group and securitisation indebtedness.

Put

Put at 101 + accrued interest on change of control (>50% of voting rights) resulting in a rating downgrade (one-notch downgrade if the ratings are non-investment grade, two-notch downgrade if ratings are investment grade).

Covenants

None

Other



46

abc


5.625% 12 Jun 2017 Fiat Finance North America Inc

Fiat SpA EUR1000m Senior unsecured issued under the companys EUR15bn global MTN programme

Call

Callable on giving not less than 15 or more than 30 days notice to the noteholders. The redemption amount is the greater of 101% of par and Bunds + 50bp. Also callable for taxation reasons

Negative pledge

Yes, excludes bank debt.

Put

Put at 101 + accrued interest on change of control and rating downgrade (one-notch downgrade if the ratings are non-investment grade, two-notch downgrade if ratings are investment grade).

Covenants

None

Other



47

abc


9% 30 Jul 2012 Fiat Finance & Trade Fiat SpA EUR1250m Senior unsecured issued under the companys EUR15bn global MTN programme

7.625% 15 Sep 2014 Fiat Finance & Trade Fiat SpA EUR1250m Senior unsecured issued under the companys EUR15bn global MTN programme

6.875% 13 Feb 2015 Fiat Finance & Trade Fiat SpA EUR1500m Senior unsecured issued under the companys EUR15bn global MTN programme

Call


Negative pledge

Yes, excludes bank debt.

Put

None

Covenants

None

Other



48

abc

MAN Bond Coupon Maturity Issuer Guarantor Out amt Type

5.375% 20 May 2013 MAN SE None EUR1000m Senior unsecured issued under the companys EUR5bn EMTN programme.

7.25% 20 May 2016 MAN SE None EUR500m Senior unsecured issued under the companys EUR5bn EMTN programme.

Call


Negative pledge

Yes, but excludes bank debt and covers capital market indebtedness. Capital market indebtedness is defined as obligation for the repayment of money in the form of bonds, notes, or any other similar securities that are or intended to be quoted, listed or traded on any stock exchange or OTC market.

Put

Put at par on put event defined as a change of control (acquired or control of shares carrying >50% voting rights of issuer) resulting in a rating downgrade to non-investment grade or a full rating notch downgrade if the ratings are already non-investment grade by Moodys or S&P.

Covenants

None

Other

Events of default include cross-default of issuer on capital indebtedness in excess of EUR50m. Source: Company data, HSBC


49

abc

PSA Bond Coupon Maturity Issuer Guarantor Out amt Type


16 Nov 2010 Banque PSA Finance None EUR750m Senior unsecured under the companys EUR14bn EMTN programme

3.75% 11 Mar 2011 Banque PSA Finance None EUR500m As above 3.625% 14 Oct 2011 Banque PSA Finance None EUR750m As above 8.5% Step up (See Other)

04 May 2012 Banque PSA Finance None EUR750m As above

3.875% 18 Jan 2013 Banque PSA Finance None EUR750m As above 4% 19 Jul 2013 Banque PSA Finance None EUR500m As above 3.625% 17 Sep 2013 Banque PSA Finance None EUR750m As above 3.5% 17 Jan 2014 Banque PSA Finance None EUR600m As above 3.625% 29 Apr 2014 Banque PSA Finance None EUR500m As above

Call


Negative pledge

Negative pledge covers any indebtedness in the form of, or represented by, bonds, notes, debentures or other securities which are, are to be, or are capable of being, quoted, listed or ordinarily traded on any stock exchange or on any OTC securities market.

Put

None

Covenants

None

Other

Events of default include cross-default of issuer/principal subsidiary (representing more than 10% of net consolidated banking revenues or assets of BPF) on indebtedness in excess of EUR30m. For the 2010 and 2012 bonds, the coupon steps up by 125bp if one or more rating agencies downgrade the ratings below investment grade, steps down by 125bp if one or more rating agencies upgrade the ratings to investment grade such that all ratings are investment grade. Source: Company data, HSBC


50

abc


8.375% 15 Jul 2014 Peugeot SA None EUR750m Senior unsecured

Call


Negative pledge


Put

Put at par in case of change of control (acquisition of >50% of the voting rights) resulting in a rating downgrade to non-investment grade (or one-notch downgrade or more if the ratings are already non-investment grade) within the change of control period (180 days after the occurrence of the change of control). Does not apply in case of permitted restructuring (CoC obtained by the principal shareholders: Etablissements Peugeot Freres, La Francaise de Participations Financieres, Fonciere Financiere et de Participations and Comtoise de Participation and their respective successors).

Covenants

None

Other

Events of default include cross-default of the issuer/principal subsidiary on indebtedness for borrowed money in excess of EUR15m. Source: Company data, HSBC


51

abc


5.625% 29 Jun 2015 Peugeot SA None EUR500m Senior unsecured issued under the companys EUR5bn EMTN programme.

Call


Negative pledge

Negative pledge covers any relevant indebtedness defined as any indebtedness in the form of bonds, notes, debentures or other securities which are quoted, listed or ordinarily traded on any stock exchange or OTC market. Excludes permitted security (existing security on after-acquired subsidiaries, any permitted secured indebtedness).

Put

Put at par in the event of change of control (acquisition of >50% of the voting rights) resulting in a rating downgrade to non-investment grade (or one-notch downgrade or more if the ratings are already non-investment grade) within the change of control period (180 days after the occurrence of the change of control). Does not apply in case of permitted restructuring (CoC obtained by the principal shareholders: Etablissements Peugeot Freres, La Francaise de Participations Financieres, Fonciere Financiere et de Participations and Comtoise de Participation and their respective successors).

Covenants

None

Other

Events of default include cross-default of the issuer or any principal subsidiary (>10% of consolidated assets or consolidated sales and revenue) on indebtedness for borrowed money in excess of EUR30m. Source: Company data, HSBC


52

abc


5.875% 27 Sep 2011 GIE PSA Tresorerie Peugeot SA EUR1255m Senior unsecured 6% 19 Sep 2033 GIE PSA Tresorerie Peugeot SA EUR600m Senior unsecured

Call


Negative pledge


Put

None

Covenants

None

Other

Events of default include cross-default of issuer/guarantor/principal subsidiary (representing more than 10% of consolidated revenues or assets) on indebtedness in excess of EUR15m. Source: Company data, HSBC


53

abc

Renault Bond Coupon Maturity Issuer Guarantor Out amt Type


30 Nov 2010 RCI Banque None EUR750m Senior unsecured under the companys EUR12bn EMTN programme

5.25% 27 May 2011 RCI Banque None EUR700m As above 3.125% 08 Jul 2011 RCI Banque None EUR500m As above 4% 21 Oct 2011 RCI Banque None EUR750m As above 8.125% Step up (See Other)

15 May 2012 RCI Banque None EUR750m As above

2.875% 23 Jul 2012 RCI Banque None EUR600m As above 2.75% 10 Sep 2012 RCI Banque None EUR500m As above 3.375% 23 Jan 2013 RCI Banque None EUR500m As above 4% 11 Jul 2013 RCI Banque None EUR675m As above 4.375% 27 Jan 2015 RCI Banque None EUR600m As above

Call


Negative pledge


Put

None

Covenants

None

Other

Events of default include cross-default of the issuer on relevant indebtedness in excess of EUR15m. For 2010 and May 2012 bonds, the coupon steps up by 125bp if one or more rating agencies downgrade the ratings below investment grade, steps down by 125bps if one or more rating agencies upgrade the ratings to investment grade such that all ratings are investment grade. The rate of interest shall never be lower than the base interest rate per annum nor higher than 7.125% (for 2010 bonds) / 9.375% (for May 2012 bonds). Source: Company data, HSBC


54

abc

Renault Bond Coupon Maturity Issuer Guarantor Out amt Type

4.5% 16 Apr 2012 Renault SA None EUR500m Senior unsecured issued under the companys EUR7bn EMTN programme

4.375% 24 May 2013 Renault SA None EUR800m As above

6% 13 Oct 2014 Renault SA None EUR750m As above

5.625% 30 Jun 2015 Renault SA None EUR650m As above

5.625% 22 Mar 2017 Renault SA None EUR500m As above

Call


Negative pledge


Put

None

Covenants

None

Other



55

abc

Scania Bond Coupon Maturity Issuer Guarantor Out amt Type

3.625% 22 Feb 2011 Scania CV AB Scania AB EUR600m Senior unsecured issued under the companys EUR2.5bn EMTN programme

Call


Negative pledge


Put

Put at par in case of change of control and subsequent downgrade to non-investment grade.

Covenants

None

Other

Events of default include cross-default of issuer/guarantor/principal subsidiaries (representing more than 10% of total assets) on indebtedness in excess of USD20m. Source: Company data, HSBC


56

abc

Toyota Bond Coupon Maturity Issuer Guarantor Out amt Type

5.25% 10 Dec 2010 Toyota Motor Credit None GBP200m Senior unsecured issued under the companys EUR40bn EMTN programme.

Call


Negative pledge

None

Put

None

Covenants

None

Other

Events of default include cross-default of issuer on indebtedness in excess of USD50m. Source: Company data, HSBC


57

abc


4.625% 01 Feb 2011 Toyota Motor Credit Corporation

None GBP405m Senior unsecured issued under the companys USD20bn EMTN programme

Call


Negative pledge


Put

None

Covenants

None

Other



58

abc


5.125% 17 Jan 2012 Toyota Credit Canada Inc

None GBP250m Senior unsecured issued under the companys EUR12bn EMTN programme

Call


Negative pledge


Put

None

Covenants

None

Other

Events of default include cross-default of issuer on borrowed money in excess of USD10m. Source: Company data, HSBC


59

abc


4.25% 02 May 2012 Toyota Motor Credit Corporation

None EUR850m Senior unsecured issued under the companys USD30bn EMTN programme

Call


Negative pledge


Put

None

Covenants

None

Other



60

abc


5.375% 29 Jul 2011 Toyota Motor Credit None EUR1000m Senior unsecured issued under the companys EUR40bn EMTN programme.

5.25% 03 Feb 2012 Toyota Motor Credit None EUR2500m Senior unsecured issued under the companys EUR40bn EMTN programme.

4.625% 18 Sep 2013 Toyota Motor Credit None EUR500m Senior unsecured issued under the companys EUR40bn EMTN programme.

6.625% 03 Feb 2016 Toyota Motor Credit None EUR1250m Senior unsecured issued under the companys EUR40bn EMTN programme.

Call


Negative pledge

None

Put

None

Covenants

None

Other



61

abc

Volkswagen Bond Coupon Maturity Issuer Guarantor Out amt Type

5% 03 Feb 2011 Volkswagen Credit Canada, Inc.

Volkswagen AG EUR300m Senior unsecured issued under the groups EUR20bn debt issuance programme

5.125% 19 May 2011 Volkswagen Credit, Inc.

Volkswagen AG EUR1250m Senior unsecured issued under the groups EUR20bn debt issuance programme

Call


Negative pledge

Yes, but does not apply to security provided in connection with the asset-backed securities of the issuer, or by a special-purpose vehicle where the issuer is the originator of the underlying assets.

Put

None

Covenants

None

Other

No cross-default provisions. The guarantee binds the guarantor (Volkswagen AG) not to provide for any public bond issue any security upon its assets without at the same time having the bondholders share equally and rateably in such security. This does not apply to security provided in connection with ABS or SPVs. Source: Company data, HSBC


62

abc

Volkswagen Bond Coupon Maturity Issuer Guarantor Out amt Type

3.75% 16 Nov 2010 Volkswagen International Finance N.V.

Volkswagen AG EUR1750m Senior unsecured issued under the companys EUR20bn EMTN programme.

5.25% 01 Apr 2011 Volkswagen International Finance N.V.


4.125% 31 May 2011 Volkswagen Leasing GmbH

VW Fin Services AG EUR1000m Senior unsecured issued under the companys EUR18bn EMTN programme

4.75% 19 Jul 2011 VW Fin Services AG None EUR1000m Senior unsecured issued under the companys EUR18bn EMTN programme

5.375% 25 Jan 2012 VW Fin Services AG None EUR1000m Senior unsecured issued under the companys EUR10bn EMTN programme

Call


Negative pledge


Put

None

Covenants

None

Other



63

abc

Volkswagen Bond Coupon Maturity Issuer Guarantor Out amt Type 5.625% 09 Feb 2012 Volkswagen

International Finance N.V.


3.875% 09 Jul 2012 Volkswagen Financial Services AG

None EUR425m Senior unsecured issued under the issuers EUR18bn debt issuance programme

4.875% 18 Oct 2012 Volkswagen Leasing GmbH

VW Financial Services AG

EUR1250m Senior unsecured issued under the companys EUR18bn EMTN programme.

4.875% 22 May 2013 VW International Fin NV

Volkswagen AG EUR1000m Senior unsecured issued under the companys EUR10bn EMTN programme

2.375% 28 Jun 2013 VW Bank GmbH None EUR1000m As above 5.375% 15 Nov 2013 Volkswagen

International Finance N.V.


Call


Negative pledge


Put

None

Covenants

None

Other



64

abc

Volkswagen Bond Coupon Maturity Issuer Guarantor Out amt Type 6.875% 15 Jan 2014 Volkswagen Financial

Services AG None EUR1500m Senior unsecured

issued under the issuers EUR18bn debt issuance programme

3.375% 28 Jul 2014 Volkswagen Financial Services AG

None EUR1000m Senior unsecured issued under the issuers EUR18bn debt issuance programme

3.5% 02 Feb 2015 Volkswagen International Finance NV


7% 09 Feb 2016 Volkswagen International Finance N.V.


5.375% 22 May 2018 VW International Fin NV


Call


Negative pledge


Put

None

Covenants

None

Other



65

abc

Volvo Bond Coupon Maturity Issuer Guarantor Out amt Type

7.875% 01 Oct 2012 Volvo Treasury AB Volvo AB EUR500m Senior unsecured issued under the companys USD15bn EMTN programme.

9.875% 27 Feb 2014 Volvo Treasury AB Volvo AB EUR700m Senior unsecured issued under the companys USD15bn EMTN programme.

5% 31 May 2017 Volvo Treasury AB Volvo AB EUR1000m Senior unsecured issued under the companys USD10bn EMTN programme

Call


Negative pledge

Yes, excludes bank debt. External indebtedness covers any bond, note, debenture, or similar instrument that is, or capable of being, listed, quoted or traded on any stock exchange or in any securities market and OTC market.

Put


Covenants

None

Other

Events of default include cross-default of issuer/parent/principal subsidiary on indebtedness in excess of USD60m. Source: Company data, HSBC


66

abc


67

abc

Building Materials & Construction


68

abc

Cemex Espaa Bond Coupon Maturity Issuer Guarantor Out amt Type

4.75% 05 Mar 2014 Cemex Finance Europe BV Cemex Espaa SA EUR900m Senior unsecured

Call


Negative pledge

Yes, but excludes bank debt/permitted securitisation.

Put

Put at par on put event defined as a change of control of the guarantor (Cemex Espaa) or the parent (Cemex SAB de CV) resulting in a rating downgrade from investment grade to non-investment grade or in a one-notch downgrade if the ratings are already junk.

Covenants

None

Other

Events of default include cross-default of issuer or guarantor or any principal subsidiaries on any indebtedness for borrowed money in excess of EUR45m. Source: Company data, HSBC


69

abc

Ciments Franais Bond Coupon Maturity Issuer Guarantor Out amt Type

4.75% 04 Apr 2017 Ciments Franais SA None EUR500m Senior unsecured issued under the companys EUR1bn EMTN programme

Call


Negative pledge


Put

Put at par on put event defined as a change of control resulting in a rating downgrade to non-investment grade or a full rating notch downgrade if the ratings are already non-investment grade.

Covenants

None

Other

Events of default include cross-default of issuer or principal subsidiaries on indebtedness in excess of EUR15m. Source: Company data, HSBC


70

abc

Cimpor Bond Coupon Maturity Issuer Guarantor Out amt Type

4.5% 27 May 2011 CIMPOR Financial Operations BV

Corporacion Noroeste SA, keep well agreement from CIMPOR SGPS SA

EUR600m Senior unsecured issued under EUR1.5bn EMTN programme

Call


Negative pledge


Put

None

Covenants

None

Other

Events of default include cross-default of issuer/guarantors/relevant subsidiaries (>10% of consolidated turnover) on indebtedness in excess of EUR25m. Source: Company data, HSBC


71

abc

CRH Bond Coupon Maturity Issuer Guarantor Out amt Type


28 May 2014 CRH Finance B.V. CRH plc EUR750m Senior unsecured issued under the companys EUR3bn EMTN programme.

Call


Negative pledge

Yes, excludes bank debt/securitisation and covers the Issuer, guarantor and principal subsidiaries of relevant indebtedness. Relevant indebtedness is defined as bonds, notes, debentures, loan stock or other securities that are for the time being, quoted, listed or ordinarily dealt in on any stock exchange, OTC or other securities market and which have an original maturity of more than one year. Principal subsidiaries are subsidiaries of the guarantor which exceed 10% of the consolidated net assets.

Put

Put at par on a put event defined as a change of control (whereby one acquires in excess of 50% of share capital or voting rights) resulting in a rating downgrade to non-investment grade or one-notch downgrade if the ratings are already junk.

Covenants

None

Other

Events of default include cross-default of issuer, guarantor or principal subsidiary on indebtedness in excess of EUR50m or 1% of consolidated tangible net worth. Consolidated tangible net worth is defined as the amount paid up or credited as paid up on the issued share capital of the guarantor and the amount standing to the credit of the consolidated capital and revenue reserves of the Guarantor. Coupon steps up by 125bp if rating is downgraded to non-investment grade by Moodys or S&P, steps down if upgraded back to investment grade by both agencies. Source: Company data, HSBC


72

abc

CRH Bond Coupon Maturity Issuer Guarantor Out amt Type

8.25% 24 Apr 2015 CRH Finance (U.K.) plc

CRH plc GBP250m Senior unsecured issued under the companys EUR3bn EMTN programme

Call


Negative pledge

Yes, excludes bank debt. Relevant indebtedness is defined as bonds, notes, debentures, loan stock or other securities that are, for the time being, quoted, listed or ordinarily dealt in on any stock exchange, OTC or other securities market and which have an original maturity of more than one year.

Put

None

Covenants

None

Other

Events of default include cross-default of issuer or principal subsidiary on indebtedness in excess of EUR50m. Source: Company data, HSBC


73

abc

Holcim Bond Coupon Maturity Issuer Guarantor Out amt Type

9% Step up (See Other)

26 Mar 2014 Holcim Finance (Luxembourg) S.A.

Holcim Ltd EUR650m Senior unsecured issued under the companys EUR5bn EMTN programme.


24 Apr 2017 Holcim GB Finance Ltd.

Holcim Ltd GBP300m Senior unsecured issued under the companys EUR5bn EMTN programme.

Call


Negative pledge

Yes, excludes bank debt. Relevant indebtedness is defined as any present or future indebtedness of the issuer or guarantor in the form of notes, bonds, debentures or similar securities that are or intended to be traded on any stock exchange, OTC or other securities market.

Put

Put at par on put event defined as a change of control (acquired or control of >50% voting rights or shares of guarantor) during Change of control period (ending 90 days after announcement date) resulting in a rating downgrade to non-investment grade or a full rating notch downgrade if the ratings are already non-investment grade or withdrawn by Moodys, S&P or Fitch.

Covenants

None

Other

Events of default include cross-default of issuer or the guarantor on indebtedness in excess of 0.6% of guarantors consolidated total shareholders equity and CHF125m. Coupon steps up by 125bp if rating is downgraded to non-investment grade by Moodys, S&P or Fitch or is withdrawn by at least two rating agencies, steps down if upgraded back to investment grade by at least two rating agencies. Source: Company data, HSBC


74

abc

Holcim Bond Coupon Maturity Issuer Guarantor Out amt Type

4.375% 09 Dec 2014 Holcim Finance (Luxembourg) S.A.

Holcim Ltd EUR600m Senior unsecured issued under EUR2bn EMTN programme

Call


Negative pledge


Put

None

Covenants

None

Other

Events of default include cross-default of issuer/guarantor on indebtedness in excess of CHF50m. Source: Company data, HSBC


75

abc

Imerys Bond Coupon Maturity Issuer Guarantor Out amt Type


18 Apr 2017 Imerys SA None EUR500m Senior unsecured

Call

Callable at the greater of par and B+20bp in the event of a rate of interest increase event (itself triggered by a change of control resulting in a downgrade to non-investment grade).

Negative pledge


Put

None

Covenants

None

Other

In the event of a change of control and rating downgrade to Ba1 by Moodys, coupon steps up by 125bp; coupon steps up another 25bp per notch downgrade until B3. Events of default include cross-default of issuer on any indebtedness in excess of EUR50m. Source: Company data, HSBC


76

abc

Imerys Bond Coupon Maturity Issuer Guarantor Out amt Type

5.125% 25 Apr 2014 Imerys SA None EUR300m Senior unsecured

Call


Negative pledge


Put

None

Covenants

None

Other



77

abc

Italcementi Bond Coupon Maturity Issuer Guarantor Out amt Type


19 Mar 2020 Italcementi Finance S.A.

Italcementi S.p.A EUR750m Senior unsecured issued under the companys EUR2bn EMTN programme

Call


Negative pledge


Put

Put at par on a change of control (defined as control of Italcementi S.p.A. being acquired by any one person or group of persons acting in concert, other than Italmobiliare S.p.A. or Efiparind B.V.) resulting in a rating downgrade to non-investment grade or a rating withdrawal or a one-notch downgrade if already non-investment grade.

Covenants

None

Other

Events of default include cross-default of the issuer, guarantor or its principal subsidiaries on debt exceeding EUR30m. Coupon steps up by 125bp in the event that S&P or Moodys downgrades the rating to non-investment grade; it steps down by 125bp in the event of an upgrade resulting in S&P and Moodys having both investment grade ratings on Italcementi. Source: Company data, HSBC


78

abc

Lafarge Bond Coupon Maturity Issuer Guarantor Out amt Type


27 May 2014 Lafarge SA None EUR1000m Senior unsecured issued under the companys EUR9bn EMTN programme.


24 Nov 2016 Lafarge SA None EUR750m As above


30 May 2017 Lafarge SA None GBP350m As above


13 Apr 2018 Lafarge SA None EUR500m As above


16 Dec 2019 Lafarge SA None EUR750m As above

Call


Negative pledge

Yes, excludes bank debt. Relevant indebtedness is defined as any present or future indebtedness of the issuer and its principal subsidiaries in the form of notes, bonds, debentures or similar securities that are or intended to be traded on any stock exchange, OTC or other securities market (unless the principal amount is below EUR300m).

Put

Put at par on a put restructuring event (acquiring more than 50% of share capital or voting rights) resulting in a rating downgrade to non-investment grade or a rating withdrawal or a one-notch downgrade if already non-investment grade.

Covenants

None

Other

Events of default include cross-default of issuer or principal subsidiaries on indebtedness over EUR100m. Principal subsidiaries are seen as any subsidiary of the issuer whose consolidated current operating income is at or exceeds 5% of the groups total. Coupon steps up by 125bp if rating is downgraded to non-investment grade by Moodys or S&P, steps down if upgraded back to investment grade by both agencies. Source: Company data, HSBC


79

abc


5.75% 27 May 2011 Lafarge SA None EUR750m Senior unsecured issued under the companys EUR9bn EMTN Programme.

6.125% 28 May 2015 Lafarge SA None EUR750m Senior unsecured issued under the companys EUR9bn EMTN Programme.

Call


Negative pledge

Yes, excludes bank debt. Relevant indebtedness is defined as any present or future indebtedness of the Issuer and its principal subsidiaries in the form of notes, bonds, debentures or similar securities that are or intended to be traded on any stock exchange, OTC or other securities market (unless the principal amount of which does not exceed EUR300m).

Put

Put at par on a put restructuring event (defined as acquiring more than 50% of share capital or voting rights) resulting in a rating downgrade to non-investment grade or rating withdrawal, or a one-notch downgrade if already non-investment grade.

Covenants

None

Other

Events of default include cross-default of issuer or principal subsidiaries on indebtedness in excess of EUR100m. Principal subsidiaries are seen as any subsidiary of the issuer whose consolidated current operating income is at or exceeds 5% of the total consolidated current operating income of the issuer. Source: Company data, HSBC


80

abc


6.875% 06 Nov 2012 Lafarge SA None GBP350m Senior unsecured issued under EUR7bn EMTN programme

6.625% 29 Nov 2017 Lafarge SA None GBP200m Senior unsecured issued under EUR7bn EMTN programme

Call


Negative pledge


Put

None

Covenants

None

Other

Events of default include cross-default of issuer/principal subsidiaries (representing more than 10% of total assets or operating income) on indebtedness in excess of EUR10m. Source: Company data, HSBC


81

abc


5.448% 04 Dec 2013 Lafarge SA None EUR500m Senior unsecured 5% 16 Jul 2014 Lafarge SA None EUR612m Senior unsecured

issued under EUR7bn EMTN programme

4.25% 23 Mar 2016 Lafarge SA None EUR500m Senior unsecured issued under EUR7bn EMTN programme

5.375% 26 Jun 2017 Lafarge SA None EUR500m Senior unsecured issued under the companys EUR7bn EMTN programme

4.75% 23 Mar 2020 Lafarge SA None EUR500m Senior unsecured issued under EUR7bn EMTN programme

Call


Negative pledge


Put

None

Covenants

None

Other

Events of default include cross-default of issuer/principal subsidiaries (representing more than 5% of total revenues) on indebtedness in excess of EUR50m. Source: Company data, HSBC


82

abc

Saint-Gobain Bond Coupon Maturity Issuer Guarantor Out amt Type

4.25% 31 May 2011 Compagnie de Saint-Gobain SA


4.875% 31 May 2016 Compagnie de Saint-Gobain SA


Call


Negative pledge


Put


Covenants

None

Other



83

abc


5.625% 15 Dec 2016 Compagnie de Saint-Gobain SA


4.75% 11 Apr 2017 Compagnie de Saint-Gobain SA

None EUR1250m Senior unsecured issued under the companys EUR5bn EMTN programme

5.625% 15 Nov 2024 Compagnie de Saint-Gobain SA


Call


Negative pledge


Put


Covenants

None

Other



84

abc


6% 20 May 2013 Compagnie de Saint-Gobain SA


7.25% 16 Sep 2013 Compagnie de Saint-Gobain SA


8.25% 28 Jul 2014 Compagnie de Saint-Gobain SA


Call


Negative pledge


Put

None

Covenants

None

Other

Events of default include cross-default of issuer or principal subsidiary on indebtedness in excess of EUR50m. Principal subsidiaries are seen as those whose accounts are consolidated with those of the issuer and whose value of net equity exceeds 5%. Source: Company data, HSBC


85

abc


5% 25 Apr 2014 Saint Gobain Nederland BV

Compagnie de Saint-Gobain SA


Call


Negative pledge


Put

None

Covenants

None

Other



86

abc


87

abc

Chemicals and Pharma


88

abc

Air Liquide Bond Coupon Maturity Issuer Guarantor Out amt Type

6.125% 28 Nov 2012 Air Liquide Finance LAir Liquide SA EUR469m Senior unsecured issued under the companys EUR6bn EMTN programme

5% 22 Mar 2013 Air Liquide Finance LAir Liquide SA EUR400m Senior unsecured issued under the companys EUR4bn EMTN programme

4.375% 03 Jun 2015 LAir Liquide SA None EUR400m Senior unsecured 5.25% 18 Jul 2017 Air Liquide Finance LAir Liquide SA EUR500m Senior unsecured


Call


Negative pledge

Yes, but only applies to relevant indebtedness. Relevant indebtedness covers bonds or notes which are for the time being, or are capable of being, quoted, listed or ordinarily dealt in on any stock exchange or any other regulated securities market.

Put

Put at par on put event defined as a change of control (>50% issued share capital or voting rights of LAir Liquide) resulting in a rating downgrade to non-investment grade or a full rating notch downgrade if the ratings are already non-investment grade.

Covenants

None

Other



89

abc

Air Liquide Bond Coupon Maturity Issuer Guarantor Out amt Type

5.25% 28 Dec 2011 Air Liquide Finance LAir Liquide SA EUR300m Senior unsecured issued under the companys EUR2bn EMTN programme

4.125% 23 Jun 2013 Air Liquide Finance LAir Liquide SA EUR300m Senior unsecured issued under the companys EUR2bn EMTN programme

4.75% 25 Jun 2014 LAir Liquide SA None EUR700m Senior unsecured issued under the companys EUR3bn EMTN programme

Call


Negative pledge

Yes, only applies to bonds/notes.

Put

None

Covenants

None

Other



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Air Products Bond Coupon Maturity Issuer Guarantor Out amt Type

4.25% 10 Apr 2012 Air Products and Chemicals Inc


3.75% 08 Nov 2013 Air Products and Chemicals Inc


3.875% 10 Mar 2015 Air Products and Chemicals Inc


4.625% 15 Mar 2017 Air Products and Chemicals Inc


Call


Negative pledge

Negative pledge covers indebtedness of any restricted subsidiary, including bank debt. A restricted subsidiary is a subsidiary which owns or leases a principal property. In addition, there is a restriction on sale-and-leaseback transactions.

Put

None

Covenants

None

Other

Events of default include cross-default of issuer/guarantor on public indebtedness representing an amount in excess of 2% of shareholders equity (for 2012, 2013, 2015 bonds) or USD125m (for 2017 bonds). Source: Company data, HSBC


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Akzo Nobel Bond Coupon Maturity Issuer Guarantor Out amt Type

4.25% 14 Jun 2011 Akzo Nobel NV None EUR538.5m Senior unsecured

Call


Negative pledge

Yes, only applies to public debt. Public debt refers to any loan, debt or other obligation of the issuer in the form of or represented by bonds, notes, debentures, or any other publicly issued debt securities which are, or are capable of being traded or listed on any stock exchange, OTC or other securities market and which, by their terms, have an initial stated maturity of more than 12 months.

Put

None

Covenants

None

Other

Events of default include cross-default of issuer/major subsidiary (accounting for more than 10% of total sales) on indebtedness in excess of USD25m. Source: Company data, HSBC


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Akzo Nobel Bond Coupon Maturity Issuer Guarantor Out amt Type

7.75% 31 Jan 2014 Akzo Nobel Sweden Finance AB

Akzo Nobel NV EUR1000m Senior unsecured

7.25% 27 Mar 2015 Akzo Nobel NV Akzo Nobel Sweden Finance AB


8% 06 Apr 2016 Akzo Nobel NV Akzo Nobel Sweden Finance AB

GBP250m Senior unsecured

Call

Tax call/clean-up call (see put provision)

Negative pledge

Yes, only applies to public debt. Public debt refers to any loan, debt or other obligati

HSBC - Corporate Bond Covenants - The Guide.PDF

Documents

Transcript of HSBC - Corporate Bond Covenants - The Guide.PDF