15 May 2018
- Jurgen van der Meer, Hugo Van Der H.P. Molen, Bauke de Vries, Michiel Sunderman, Nolan N.I. Groenland
Clifford Chance advises ABN AMRO and Rabobank on a new type of bank bonds: 'senior non-preferred notes'
Clifford Chance advised ABN AMRO and Rabobank on structuring and documenting a new type of Dutch law governed bank bonds, called 'senior non-preferred notes'. The bond documentation has been integrated in each of ABN AMRO's and Rabobank's existing debt funding programme infrastructure. With the option to issue senior non-preferred notes, both banks are anticipating the entry into the force of a new law implementing the EU Bank Creditor Hierarchy Directive and amending the Dutch bankruptcy act – expected later this year.
The EU Bank Creditor Hierarchy Directive introduces a new layer of unsubordinated debt which ranks above subordinated debt (achtergestelde schuld) but below other unsubordinated liabilities (concurrente schuld) in insolvency. As such, the additional layer of senior non-preferred debt gives banks a statutory option to comply with the subordination requirement under incoming FSB Total Loss-Absorbing Capacity (TLAC) standards and the EU minimum requirement for own funds and eligible liabilities (MREL).
The Clifford Chance team was led by Jurgen van der Meer and furthermore consisted of Hugo van der Molen, Bauke de Vries, Luc van Oosterhout and Marina Sarkisjan. Tax aspects were covered by Michiel Sunderman, Nolan Groenland and Robin Houtveen. US disclosure elements were covered by John Connolly and team in London.