November 12, 2018

Oesterreichische Kontrollbank $1 Billion Notes Offering

Davis Polk advised the underwriters on an SEC-registered offering on Schedule B by Oesterreichische Kontrollbank Aktiengesellschaft of its $1 billion 3.125% guaranteed global notes due 2023. The notes are guaranteed by the Republic of Austria.

International law firm Ashurst has advised the arranger and joint lead managers on Commonwealth Bank of Australia's (CBA) offer of CommBank PERLS XI Capital Notes (PERLS XI).

PERLS XI are subordinated, unsecured notes scheduled to pay floating rate distributions quarterly and are expected to be quoted on ASX under the trading code “CBAPH” with an initial face value of A$100.

Allen & Overy has advised The Hongkong and Shanghai Banking Corporation Limited, J.P. Morgan Securities plc and Morgan Stanley & Co. International plc, on Rule 144A / Reg S USD500 million 7.25% bonds due 2023, (the Bonds) issued by The Development Bank of Mongolia LLC (DBM).

This was the first time DBM transacted a bond offering without a government guarantee, thereby setting an important price reference for other Mongolian borrowers. The bonds are listed on the Singapore Exchange Securities Trading Limited.

WARSAW - Nov. 9, 2018 - Deutsche Bank AG has completed the sale and demerger of Deutsche Bank Polska S.A.'s local Private & Commercial Banking business to Santander Bank Polska S.A. (formerly Bank Zachodni WBK). The transaction includes DB Securities S.A., but excludes the foreign currency retail mortgage portfolio. The signing of the transaction was announced in December 2017, and completion was conditional on receipt of all required regulatory approvals as well as operational readiness of the local businesses for the demerger.

Davis Polk advised CNFinance Holdings Limited on its SEC-registered initial public offering of 6,925,000 American Depositary Shares, including the partial exercise of the underwriters’ option to purchase 425,000 American Depositary Shares, for an aggregate price to the public of $51.9 million. Each ADS represents twenty ordinary shares of CNFinance Holdings Limited. The ADSs are listed on the NYSE under the symbol “CNF.”

Clifford Chance's New York office advised HSBC Securities (USA) Inc. and J.P. Morgan Securities LLC as initial purchasers in connection with the issuance of US$750 million 5.550% Notes due 2028 by Transportadora de Gas Internacional S.A. E.S.P. (TGI). The offering was more than three times oversubscribed and the Notes were listed on the Singapore Exchange Securities Trading Limited (SGX-ST). The issuance was made under Rule 144A/Reg S and the proceeds of the Notes were used to redeem TGI's US$750 million 5.700% Notes due 2022. The notes are rated by Fitch, Moody's and S&P.

Davis Polk advised the joint book-running managers and representatives of the underwriters on a registered public offering by Canadian National Railway Company (“CN”) of $650 million aggregate principal amount of its 4.450% notes due 2049. CN offered the notes under the Multijurisdictional Disclosure System for United States and Canadian issuers adopted by the SEC.

Shearman & Sterling advised Piraeus Bank S.A. on the successful closing of Project Amoeba. The transaction involved the sale of a €1.95 billion portfolio of non-performing and denounced corporate credit exposures, backed by real-estate collateral, to Bain Capital Credit LP. This is a landmark transaction, marking the first commercial real-estate backed NPE transaction in Greece.