FWD Group Holdings Limited (FWD Group, 01828.HK, Moody's: Baa1 Stable, Fitch: BBB+ Stable) is planning to issue 144A/Reg S 5-year and 10-year USD-denominated subordinated bonds.
Terms and conditions are as follows:
Issuer: FWD Group Holdings Limited Issuer Rating: Moody's: Baa1 Stable, Fitch: BBB+ Stable Expected Issue Rating: Baa2/BBB- (Moody's/Fitch)
Issue Type: Fixed rate, USD subordinated capital securities under the issuer's Global Medium Term Note Programme and Capital Securities Programme Issue Format: 144A/Reg S Currency: USD Issue Size: USD benchmark size Tenor: 5-year | 10-year Initial Price Guidance: T+210bps area | T+230bps area Settlement Date: September 22, 2025 Maturity Date: September 22, 2030 | September 22, 2035
Use of Proceeds: Net proceeds from the capital securities will be used for general corporate purposes of the issuer and/or its subsidiaries, including but not limited to refinancing the USD 900 million subordinated bonds with 8.40% coupon rate issued on April 5, 2024 and maturing in 2029; and refinancing the USD 750 million subordinated perpetual capital securities with 8.045% coupon rate issued on June 15, 2017 and July 6, 2017 respectively, which were novated to the issuer on August 25, 2023.
Other Terms: Hong Kong Stock Exchange listing; minimum denomination/increment of USD 200,000/USD 1,000; English law, subordination terms governed by Cayman Islands law
Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers (5-year): HSBC, Morgan Stanley (B&D), Standard Chartered Bank
Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers (10-year): HSBC, Morgan Stanley (B&D), Goldman Sachs Asia
Joint Bookrunners and Joint Lead Managers (5-year): Goldman Sachs Asia, Mizuho Securities, SMBC Nikko Securities
Joint Bookrunners and Joint Lead Managers (10-year): Standard Chartered Bank, Mizuho Securities, SMBC Nikko Securities
Joint Lead Managers (5-year and 10-year): DBS Bank, OCBC Bank, UOB
Clearing Systems: 144A bonds - DTC and Euroclear/Clearstream; Reg S bonds - Luxembourg